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Home My WebLink About2022-214-E-AMS-Brown Brothers Plumbing & Heating Co-CGCC-Water PumpRevised 12/18 1 [Departmental Use Only] TITLE CGCC WaterPump FY 2021/22 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 27th 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 Brown Brothers Plumbing & Heating Co, Inc, (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): Provide materials, equipment and labor to install one 10 GPM pump head with 3 hp 230v 3p motor. Install 399' of new 2" galvanized piping with 3 2" check valves. Remove existing pump and piping, connection to existing power supply, well and discharge pipe chlorination at Cedar Grove Community Center. Please see proposal dated May 17, 2022. 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 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 Revised 12/18 2 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 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. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Cedar Grove Community Center remove existing pump and piping. Please see attached proposal dated May 17, 2022. 4. Duration of Services a. Term. The term of this Agreement shall be from 05/27/22 to 07/27/22. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 Revised 12/18 3 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 05/27/2022. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed Twenty Seven Thousand Three Hundred Eighty Dollars ($27,380.00). Payment for 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 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 NA (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 Revised 12/18 4 effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. 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. 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. DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 Revised 12/18 5 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. 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. DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 Revised 12/18 6 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. 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 Jeff Addison P.O. Box 8181 2820 N Roxboro Rd Hillsborough, NC 27278 Durham, NC 27704 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 Revised 12/18 7 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: _________________________________ County Manager By: __________________________________ Jeff Addison Printed Name and Title DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 6/6/20226/7/2022 Revised 12/18 8 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Brown Brothers Plumbing & Heating Co, Inc Party/Vendor Contact Person: Jeff Addison Contact Phone: 919-220-2554 Party/Vendor Address: 2820 N Roxboro Rd City Durham State: NC Zip: 27704 Department: AMS Amount: $27380.00 Purpose: CGCC-Water Pump Budget Code(s): 61370035-880000-10016 Vendor # 35730 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date Approved by Board Yes No Agenda Date: 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 the 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: Emergency due to no water at Cedar Grove Community Center had to be replaced. 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 Sherri Ingersoll upon completion: singersoll@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 6/1/2022 6/6/2022 6/7/2022 6/7/2022 Revised 12/18 9 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 POLICY FORMS SCHEDULE Policy Number: Named Insured: Agent: COMMERCIAL PACKAGE POLICY FORM INVENTORY SCHEDULEBUILDERS PREMIER INSURANCE CO. Post Office Box 150005 Raleigh, North Carolina 27624-0005 PCP 0000055 13 BROWN BROTHERS PLUMBING DIVERSIFIED INSURANCE SOLUTION 0000443 Policy Level Forms Commercial Fire Forms CP0010 (04/02)CP0030 (04/02)CP0090 (07/88)CP0118 (10/00)CP1030 (04/02) CP1075 (12/20)CP1218 (06/95)CP9903 (12/19)EM0001 (07/08)IL0003 (07/02) IL0017 (11/98)IL0269 (07/02)IL0935 (07/02)IL0952 (01/15)IL0995 (01/07) IL6006 (01/10)IL6014 (01/16)PIL0020NC (07/04) General Liability Forms CG0001 (04/13)CG0300 (01/96)CG2001 (04/13)CG2010 (04/13)CG2032 (04/13) CG2037 (04/13)CG2038 (04/13)CG2107 (05/14)CG2109 (06/15)CG2147 (12/07) CG2149 (09/99)CG2154 (01/96)CG2167 (12/04)CG2170 (01/15)CG2186 (12/04) CG2187 (01/15)CG2196 (03/05)CG2294 (10/01)CG2404 (05/09)CG2503 (05/09) CG2504 (05/09)CG7024 (03/09)CG7030 (07/09)CG7031 (07/09)CG7032 (07/09) CG7034 (07/09)CG7051 (06/15)CG7110 (10/17)CG7137 (10/17)IL0003 (09/08) IL0017 (11/98)IL0021 (09/08)IL0269 (09/08)IL1201 (11/85)IL6006 (01/10) Inland Marine Forms CM0001 (06/95)CM0103 (11/85)CM9905 (12/19)IL0003 (04/98)IL0017 (11/98) IL0269 (04/98)IL0935 (08/98)IL0952 (01/15)IL0995 (01/07)PCM0018 (10/99) PCM0023 (03/02)PCM0042 (07/04) Issued Date: SCHED 0696 11/29/2021 INSURED COPY Page 40 of 40 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 CG 70 34 07 09 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 Page 1 of 2 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Except as otherwise stated in this endorsement, the terms and conditions of the policy apply to the insurance stated below. The following is added to the Commercial General Liability Coverage Form, Section II – WHO IS AN INSURED: 4.The person(s) or organizations(s) from whom equipment has been leased, but only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person(s) or organization(s), subject to the following additional exclusions: This insurance does not apply: a.To any “occurrence” which takes place after the equipment lease expires; b.To “bodily injury” or “property damage” arising out of the sole negligence of the person or organization from whom equipment has been leased. 5.The person(s) or organization(s) shown in the Declarations as 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 performed by or for that person or organization. 6.The person(s) or organization(s) from whom you lease property but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: a.Any “occurrence” which takes place after you cease to be a tenant in that premises. b.Structural alterations, new construction or demolition operations performed by or on behalf of the person or organization from whom you lease property. 7.The person(s) or organization(s) from whom land is leased but only with respect to liability arising out of the ownership, maintenance or use of that part of land leased to you. The following additional exclusions apply: This insurance does not apply to: a.Any “occurrence” which takes place after you cease to lease that land; b.Structural alterations, new construction or demolition operations performed by or on behalf of the person or organization from whom land has been leased. 8.Any state or political subdivision subject to the following additional provisions: This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit 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, hoistaway 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. DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 Page 2 of 2 CG 70 34 07 09 9.Any architect, engineer or surveyor engaged by you but only with respect to liability arising out of your premises or “your work”. This insurance, with respect to such architects, engineers, or surveyors, does not apply to “bodily injury”, “property damage”, “personal and advertising injury” arising out of the rendering or failure to render any professional services by or for you including: a.The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field order; change orders, or drawings and specifications; and b.Supervisory, inspection, architectural or engineering activities. 10.Any person or organization other than an architect, engineer or surveyor, which requires in a "work contract” that such person or organization be made an insured under this policy. However, such person or organization shall be an insured only with respect to covered “bodily injury”, “property damage”, “personal and advertising injury” caused, in whole or in part, by: a.Your acts or omissions; or b.The acts or omissions of those acting on your behalf; In the performance of your ongoing operations for the additional insured(s) only at the location designated by the “work contract” The coverage afforded to such person or organization does not apply to “bodily injury”, “property damage”, “personal and advertising injury” occurring after the earliest of the following times: a.When “your work” under the “work contract” (other than service, maintenance or repairs) has been completed. b.When that portion of “your work” under the “work contract” out of which any 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. c.When our coverage for you under this policy or a renewal of this policy terminates and is not continued by other insurance provided by us. “Work contract” means a written agreement into which you enter for work performed by you or on your behalf. 11.Any person or organization to whom you are obligated by virtue of a written “insured contract” to provide insurance such as is afforded by this policy, but only with respect to liability arising out of the ownership, maintenance, or use of that part of any premises or land leased to you. This does not apply to: a.Any “occurrence” that takes place after you cease to be a tenant on those premises, or cease to lease the land; or b.Structural alterations, new construction or demolition operations performed by or on behalf of such insured. SECTION V-DEFINITIONS The following is added: 23.“Work contract” means a written agreement into which you enter for work performed by you or on your behalf. DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Contractor’s Blanket Additional Insured Endorsement Products - Completed Operations-A This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A.Section II – WHO IS AN INSURED is amended to include as an additional insured any person or organization when you and such person or organization have agreed in a written contract or written agreement that such person or organization be added to your policy, but only with respect to liability for “bodily injury” or “property damage” caused by “your work” performed for that additional insured and included in the “products-completed operations hazard”. When the named insured is required to add an additional insured on this policy, the written contract or written agreement must be: 1.Currently in effect or becoming effective during the term of this policy; 2.Executed prior to a “bodily injury” “occurrence” or “property damage” “occurrence” to which this insurance would apply; and 3.Between a Named Insured and the additional insured B.The insurance provided to the additional insured is subject to the following provisions: 1.That person or organization is an additional insured only for liability caused by your negligence specifically resulting from “your work” for the additional insured as detailed in the written contract or written agreement. 2.The Limits of Insurance (Section III) is amended to include: The limits applicable to the additional insured are the lesser of those specified in the written contract or agreement executed between you and the additional insured or in the Declaration of this Coverage Part, whichever is less. These Limits of Insurance are inclusive of, and are not in addition to, the Limits of Insurance shown in the Declarations and defined in Section III – Limits of Insurance. 3.The insurance provided to the additional insured does not apply to “bodily injury” or “property damage” arising out of the rendering of, or the failure to render any professional services by you or on your behalf, but only with respect to the following operations: a.Providing engineering, architectural or surveying services to others in your capacity as an engineer, architect or surveyor; and b.Providing, or hiring independent professional firms to provide, engineering, architectural or surveying services in connection with construction work you perform. Professional services include: c.The preparing, approving, failing to prepare, approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and d.Supervisor or inspection activities performed as part of any related architectural or engineering activities. e.However, professional services do not include services within construction means, methods, techniques, sequences and procedures employed by you in connection with your operations in your capacity as a construction contractor. CG 70 24 03 09 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 Page 1 of 2 PCP 0000055 13 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 4.The following replaces Exclusion l under 2. Exclusions of Section I – COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY l. Damage to Your Work This insurance does not apply to “property damage” to “your work” arising out of it or any part of it and included in the “products-completed operations hazard”. 5.When a written contract or written agreement requires coverage to be provided for “bodily injury” or “property damage” within the “products-completed operations hazard”, coverage will not apply to “bodily injury” or ”property damage” which occurs after: a.The period of time required by the written contract or written agreement; or b.Five years from the completion of “your work” on the project that is the subject of the written contract or written agreement. 6.Any coverage provided to the additional insured by this endorsement shall be excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis, unless the written contract or written agreement in effect during this policy period and executed by you prior to an “occurrence” specifically requires that the insurance be provided on either a primary or on a primary and noncontributory basis. 7.The insurance provided in this endorsement does not apply to “bodily injury”, or “property damage” arising out of “your work” for which a consolidated (wrap-up) insurance program has been provided by the prime contractor, project manager or owner of a construction project in which you are involved. 8.The following is added to SECTION IV- COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit: e. An additional insured under this endorsement must comply with all provisions of this section. f. The company may audit or require a copy of the contract. CG 70 24 03 09 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 Page 2 of 2 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 CG 70 51 06 15 COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY SUMMARY OF COVERAGE AND INDEX This is a summary of the various coverages provided by this form. No coverage is provided by this summary. This endorsement is subject to the provisions of your policy, which means that it is subject to all limitations and conditions applicable to the coverage forms attached to this policy unless specifically deleted, replaced, or modified herein. This endorsement is applicable only to those premises described in the Declarations. INDEX 1.Bodily Injury – Mental Anguish Included 2.Off Premises Care, Custody Or Control Coverage $25,000 3.Incidental Medical Malpractice Included 4.Amendment Of Insured Contract Definition Included 5.Liberalization Clause Included 6.Unintentional Failure To Disclose Hazards Included 7.Lost Keys Of Others $500 Occurrence/$1,500 Aggregate 8.Medical Payments $15,000 9.Broadened Mobile Equipment Included 10.Newly Formed Or Acquired Organizations Included 11.Non-Owned Aircraft Included 12.Watercraft Coverage Enhancement Included 13.Aggregate Limits Per Project Included 14.Personal And Advertising Injury - Electronic Publication Included 15.Property Damage Liability - Borrowed Equipment $25,000 16.Supplementary Payments (Bail Bonds) Enhancement $5,000 17.Damage To Premises Rented To You Limit $500,000 18.Knowledge Of An Occurrence, Claim, Or Suit Included 19.Voluntary Property Damage Coverage $5,000 Occurrence/$10,000 Aggregate 20.Waiver Of Transfer Of Rights Of Recovery Against Others Included 21.Duties In The Event Of Occurrence, Offense, Claim Or Suit Included 22.Primary And Noncontributory – Other Insurance Condition Included DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 1. Bodily Injury (Mental Anguish) SECTION V – DEFINITIONS Paragraph 3. “Bodily injury” is 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 at any time. 2.Off Premises Care, Custody, Or Control Coverage The following coverage is added: A.We will pay those sums that you become legally obligated to pay as damages because of "property damage" to personal property of others while in your or your "employees" care, custody, control, or real property of others over which you or your "employees" are exercising physical control if the "property damage" arises out of your business operations. This insurance applies to "property damage" only if: 1.The "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; 2.The "property damage" occurs during the policy period. This Coverage is also subject to the provisions of paragraphs B., C., D., and E. below. B.Exclusions The insurance provided by this Off Premises Care, Custody or Control Coverage shall not apply to: 1."Property damage" to: a.real property or premises owned, rented, operated, used or leased by you; b.personal property while such property was located at real property or premises described in a. above; c.any “auto” owned or operated by or leased to or rented by or loaned to: (1)your “employees”, (2)your subcontractors (3)your subcontractors’ employees (4)anyone performing work for or on behalf of your sub-contractors while such subcontractor is performing work on your behalf d.arising out of the ownership, maintenance, use or entrustment of any "auto”; e.“mobile equipment” leased or rented to you, or someone performing work on your behalf, under a short-term or long-term rental or lease agreement. f.property while it is being transported on, in, or upon any ”auto”, “mobile equipment”, watercraft, railcar or aircraft, including and during “loading or unloading.” g.premises you (sell) sold, gave (give) away or abandoned (abandon), if the "property damage" arises out of any part of those premises. h.“your work” arising out of it or any part of it whether or not “your work” was performed by you or performed on your behalf by a subcontractor; Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 CG 70 51 06 15 2 | P a g e DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 i. that particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. j. “your product”; or k. tools, “mobile equipment or any other equipment or machinery used in the construction trades that are: (1) owned by, (2) rented by, or (3) leased to, or (4) borrowed by any of your “employees,” your subcontractors or any person employed or hired by your subcontractors for or while performing work on your behalf. 2.Any claim or “suit” for “property damage” under this Off Premises Care, Custody Or Control Coverage that is also a claim for “loss” under Section 5. Voluntary Property Damage Coverage provided by this endorsement. 3. "Property damage" included in the "products-completed operations hazard". 4. Any claim or “suit” arising out of the same “occurrence” where we also paid damages for “property damage” that an insured was legally obligated to pay under Coverage A (of Section I) 5. The cost of repairing or replacing: (a) Any of your work defectively or incorrectly done by you or by others on your behalf: or (b) Any product manufactured, sold, or supplied by you, unless the “property damage” is caused directly by you after taking delivery of the product or completion of the work and resulting from a subsequent undertaking. C. Limits Of Insurance – The most we will pay for "property damage" under this Off Premises Care, Custody Or Control Coverage is $25,000 for each "occurrence.” The maximum amount we will pay for the sum of all damages covered under this Off Premises Care, Custody, Or Control Coverage because of “property damage” during the policy period is an annual aggregate of $25,000 D. Deductible – We will not pay for "property damage" for any one "occurrence" until the amount of "property damage" exceeds $250. If a "property damage" deductible applies to any potential claim or “suit” for an “occurrence” under Coverage A (of SECTION I), that deductible shall apply if it is greater than $250. E. Your Obligations Under this Off Premises Care, Custody, or Control Coverage In the event of "property damage" covered by this Off Premises Care, Custody or Control Coverage you shall, if requested by us, replace the property or furnish the labor andmaterials necessary for repairs thereto at your actual cost, excluding profit or overhead charges. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 CG 70 51 06 15 3 | P a g e DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 3. Incidental Medical Malpractice SECTION II – WHO IS AN INSURED Subparagraph 2. Each of the following is also an insured: a. (1) (d) is deleted in its entirety and replaced as follows: (d) Arising out of his or her providing or failing to provide professional health care services. Exclusion 2.a.(1)(d) does not apply to nurses, paramedics or emergency medical technicians (EMS) if you are not in the business or occupation of providing any such professional services. 4.Amendment Of Insured Contract Definition SECTION V - DEFINITIONS Paragraph 9.a.c. and f. of the Definitions Section is replaced by the following: 9.“Insured contract" means: a.A contract for the lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damages by fire, lightning, "explosion" or sprinkler leakage to premises while rented to you or temporarily occupied by you with the permission of the owner is not an "insured contract"; c.Any easement or license agreement; f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. (1)This paragraph f. (1) is deleted. 5.Liberalization Clause If after the effective date of this Commercial General Liability Endorsement but before the end of the policy period, we file and receive approval from the appropriate insurance regulatory authorities to use a revised Commercial General Liability Endorsement, then any provision of this revised endorsement that provides increased or broader coverage for an insured without an additional premium charge, we will automatically provide such increased or broader coverage under this endorsement as of the day the revision is effective in your state(s) shown in the Declarations 6.Unintentional Failure To Disclose Hazards SECTION IV – GENERAL LIABILITY CONDITIONS 6.REPRESENTATIONS The following is added: d. Based on our dependence upon your representations as to existing hazards, if unintentionally you should fail to disclose all such hazards at the inception date of your policy, we will not reject coverage under this Coverage Part solely on such failure. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 CG 70 51 06 15 4 | P a g e DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 7. Lost Keys Of Others SECTION I – COVERAGES COVERAGE A-BODILY INJURY AND PROPERTY DAMAGE LIABILITY 2. Exclusions: The following is added to j. (4) (4) This exclusion does not apply to the loss of or damage to keys entrusted to you in your ongoing business operations described in the Declarations. This coverage does not apply to “bodily injury” “property damage” or “personal and advertising injury” caused by misappropriation, secretion, conversion, infidelity or any act of dishonesty on the part of any Insured, employees, agents or subcontractors working on the insured’s behalf. SECTION III-LIMITS OF INSURANCE The following is added: 8.Lost Key Liability Limits The most we will pay under this insurance for the actual and necessary expense to re-key or to adjust locks to accept new keys or; if required, new locks including cost of their installation at the customer’s premises as a result of loss of or damaged keys entrusted to you by others is the limit of insurance shown below for this coverage:. $500 each occurrence $1,500 aggregate The aggregate limit is the most, subject to the each occurrence limit, we will pay for all claims for all expenses to which this insurance applies. Each occurrence and aggregate limits described above are the most we will pay regardless of the number of insured’s. The limits shown above are subject to and not in addition to the general aggregate limit shown in the Declaration of the policy. Claim payments made under these limits of insurance are part of and do erode the policy general aggregate limit of insurance shown in the declarations. 8.Medical Payments SECTION I – COVERAGES COVERAGE C – MEDICAL PAYMENTS The following is added: If Section I, Coverage C – Medical Payments is not otherwise excluded under this insurance, the Medical Expense Limit shown in the Declarations shall be the greater of: $15,000; or The amount shown in the declarations 9.Broadened Mobile Equipment SECTION V – DEFINITIONS Section V – Definitions Paragraph 12. f. (1) is replaced by the following: (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not for construction or resurfacing; or (c) Street cleaning provided that vehicles have a Gross Vehicle Weight of 1,000 pounds or greater Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 CG 70 51 06 15 5 | P a g e DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 10.Newly Formed Or Acquired Organizations SECTION II – WHO IS AN INSURED Paragraph 3. and subparagraphs a., b. and c. are changed as follows: 3.Any organization you newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision applies only until the 90th day after you acquire or form the organization or at the end of the policy period, whichever is earlier. b. Coverage A does not apply to “bodily injury” or “property damage” that occurred before you acquired or formed the organization; and c. Coverage B does not apply to “personal and advertising injury” arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture, or limited liability company that is not shown as a Named Insured in the Declarations. 11.Non-Owned Aircraft The following is added to Subparagraph g. of 2. Exclusions of SECTION I – COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (6) An aircraft with a paid crew, that is hired, chartered or loaned but is not owned by the insured. 12.Watercraft Coverage Enhancement Sub-paragraph (2) of paragraph g. Aircraft, Auto Or Watercraft of paragraph 2. Exclusions of Section I - Coverage A are replaced by the following: g.Aircraft, Auto, Or Watercraft (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; 13. Aggregate Limits Per Project A. For all sums which the Insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A (Section I), and for all medical expenses caused by accidents under Coverage C (Section I), which can be attributed only to ongoing operations at a single construction project away from premises owned by or rented to you: 1. A separate Single Construction Project General Aggregate Limit applies to each construction project away from premises owned by or rented to you, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Single Construction Project General Aggregate Limit Is the most we will pay for the sum of all damages under Coverage A, except damages because of 'bodily injury” or "property damage" included in the "products- completed operations hazard", and for medical expenses under Coverage C regardless of the number of: a.Insureds; Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 CG 70 51 06 15 6 | P a g e DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 b.Claims made or "suits” brought; or c.Persons or organizations making claims or bringing "suits.” 3.Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Single Construction Project General Aggregate Limit for that construction project away from premises owned by or rented to the insured. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Single Construction Project General Aggregate Limit of any other separate construction project away from premises owned by or rented to the insured. 4.The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Single Construction Project General Aggregate Limit. B.For all sums which the insured becomes legally obligated to pay as damages caused by “occurrences” under Coverage A (Section I),and for all medical expenses caused by accidents under Coverage C (Section I), which cannot be attributed only to ongoing operations at a single construction project away from premises owned by or rented to you: 1.Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit, whichever is applicable; and 2.Such payments shall not reduce any Single Construction Project General Aggregate Limit. C.When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of “bodily injury” or "property damage” included in the "products-completed operations hazard,” regardless whether such liability arose from: 1.any construction project from premises owned by or rented to you; or 2.any construction project away from premises owned by or rented to you will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Single Construction Project General Aggregate Limit. D.If a single construction project away from premises owned by or rented to you has been abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same single construction project. E.The provisions of Limits of Insurance (Section III) not otherwise modified by this endorsement shall continue to apply as stipulated. 14.Personal And Advertising Injury - Electronic Publication A.Sub-paragraphs b., d., and e of paragraph 14. “Personal and Advertising Injury” (of Section V–Definitions) are replaced by the following: b.Malicious prosecution or abuse of process; d.Oral, written, televised, videotaped, or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products, or services; Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 CG 70 51 06 15 7 | P a g e DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 e.Oral, written, televised, videotaped or electronic publication of material that violates a person's right of privacy; B.The following offense is added under the list of offenses under paragraph 14. “Personal and Advertising Injury” (of Section V – Definitions): h.Discrimination or humiliation that results in injury to the reputation of a person, but only if such discrimination or humiliation is: (1)Not done intentionally by or at the direction of: (a)An insured; or (b)Any "executive officer" director, stockholder, partner or member of the insured; and (2)Not directly or indirectly related to the employment, prospective employment, or termination of employment of any person or persons by any insured. C.Sub-paragraphs b. Material Published With Knowledge Of Falsity and c. Material Published Prior To Policy Period of paragraph 2. Exclusions of Section I – Coverages. Coverage B - Personal And Advertising Injury Liability are replaced by the following: b.Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written, televised, videotaped or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; c.Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written, televised, videotaped or electronic publication of material whose first utterance, publication, or broadcast took place before the beginning of the policy period; 15.Property Damage Liability - Borrowed Equipment The following is added: “Property Damage“ to borrowed equipment while at a jobsite and while not being used to perform operations. The most we will pay for “property damage” to any one borrowed equipment item under this coverage is $25,000 per occurrence. The insurance afforded under this provision is excess over any valid and collectible property insurance (including deductible) available to the insured, whether primary, excess, and contingent or on any other basis. 16.Supplementary Payments (Bail Bonds) Enhancement Sub-paragraph b. of paragraph 1. of SUPPLEMENTARY PAYMENTS – COVERAGES A And B (of SECTION I) is replaced by the following: 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. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 CG 70 51 06 15 8| P a g e DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 17.Damage To Premises Rented To You Limit If damage by fire, lightning, “explosion” or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner under Coverage A is not otherwise excluded from this insurance, the following applies: A.The last paragraph of Coverage A (Section I) – Paragraph 2. Exclusions –is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, "explosion" or sprinkler leakage 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. B.Paragraph 6. of Section III - Limits of Insurance – is replaced by the following; 6.Subject to paragraph 5. above, the Damage To Premises Rented To You Limit The most we will pay for Fire Damage Limit is $500,000 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, lightning, “explosion”, or sprinkler leakage, while rented to you or temporarily occupied by you with the permission of the owner. C.Sub-paragraph b.(1)(b) of Condition 4. Other Insurance (Section IV - Commercial General Liability Conditions).is replaced by the following: (b)That is Fire, Lightning, “Explosion” or Sprinkler Leakage insurance for premises rented to you or temporarily occupied by you with the permission of the owner; D.Paragraph 9.a. of the definition of “insured contract” in Section V-Definitions is replaced by the following: 9.“Insured Contract” means: a.A contract for the lease of premises. However, that portion of the contract for the lease of premises that indemnifies any person or organization for damages by fire, lightning, “explosion” or sprinkler leakage to premises while rented to you or temporarily occupied by you with the permission of the owner is not an “insured contract”; E.The following definition is added to Section V – Definitions: 23."Explosion" means a sudden release of expanding pressure accompanied by a noise, a bursting forth of material and evidence of the scattering of debris to locations further than would have resulted by gravity alone. a."Explosion" does not include any of the following: Artificially generated electrical current including electrical arcing that disturbs electrical devices, appliances or wires; b.Rupture or bursting of water pipes; c.“Explosion” of steam boilers, steam pipes, steam engines or steam turbines owned or leased by you, or operated under your control; or d.Rupture or bursting caused by centrifugal force. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 CG 70 51 06 15 9| P a g e DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 18.Knowledge Of Occurrence, Claim, Or Suit SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS – AMENDMENTS The following is added to paragraph 2. e.The Duties in paragraph 2. do not apply until after the “occurrence” or offense to: (1)You, if you are an individual; (2)A Partner, if you are a partnership; (3)An “executive officer” or insurance manager, if you are a corporation; (4)Your elected or appointed officials, trustees, board members, or your insurance manager if you are an organization other than a partnership, joint venture, or limited liability company. 19.Voluntary Property Damage Coverage: The following coverage is added: At your request, we will pay for "loss" to tangible property of others arising out of your business operations. The most we will pay for this coverage is $5,000 for each "occurrence” with a $10,000 aggregate limit during the policy period. The "loss" must occur during the policy period and in the “coverage territory.” "Loss" means unintended damage or destruction. "Loss" does not mean disappearance, abstraction, theft, or voluntary parting with property as a result of trick, scheme, or false pretense. Voluntary Property Damage Coverage does not apply to: A.Damage arising out of the ownership, maintenance, use, or entrustment of any "auto"; B.Property you own, occupy, rent or lease from others, or C.Property on your premises for sale, service, repair or storage. If the policy to which this endorsement is attached is written with a property damage liability deductible, the deductible shall apply to this Voluntary Property Damage Coverage. The limits of coverage stated above shall not be reduced by the amount of this deductible. 20.Waiver Of Transfer Of Rights Of Recovery Against Others Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us (of SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS) The following is added: We will waive any right of recovery we may have against a person or organization because of payments we have made under this insurance for injuries or damages arising out of “your work” done under a written contract with that person or organization provided that: a.Such written contract with that person or organization contains a contractual provision that prevents you from exercising your right(s) of recovery against such person or organization Our waiver of any right of recovery as stated above only applies to that person or organization identified above and only if the injury or damage occurs during the policy period and subsequent to the execution of such written contract. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 CG 70 51 06 15 10| P a g e DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 21.Duties In The Event Of Occurrence, Offense, Claim, Or Suit Paragraph 2.a., SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, The following is added to a. Knowledge of an “occurrence”, claim or “suit” by the agent, servant or “employee” of any insured shall not in itself constitute knowledge of the insured unless; •You, if you are an individual; •A partner, if you are a partnership; •A member or manager, if you are a limited liability company; •An executive officer or designee, if you are a corporation; •A trustee, if you are a trust; or •A designee, if you are any other type of organization. shall have received notice from its agent, servant or “employee.” Paragraph 2.b., SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, The following is added to b. Knowledge of an “occurrence”, claim or “suit” by the agent, servant or “employee” of any insured shall not in itself constitute knowledge of the insured unless; •You, if you are an individual; •A partner, if you are a partnership; •A member or manager, if you are a limited liability company; •An executive officer or designee, if you are a corporation; •A trustee, if you are a trust; or •A designee, if you are any other type of organization. shall have received notice from its agent, servant or “employee.” 22.Primary And Noncontributory - Other Insurance Condition The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance 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. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 CG 70 51 06 15 11| P a g e DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 Policy PeriodPolicy Number From To Transaction 12:01 A.M. Standard Time at the described location Named Insured and Address Agent Telephone: Customer #: WC Policy No: (800) 809-4859 Builders Premier Insurance Company Builders Mutual Insurance Company BUSINESS AUTO DECLARATION Post Office Box 150005 Raleigh, North Carolina 27624-0005 PCA 0006942 11 12/31/2021 12/31/2022 RENEWAL DECLARATION BROWN BROTHERS PLUMBING & HEATING CO INC PO BOX 15668 DURHAM NC 27704 0000443 DIVERSIFIED INSURANCE SOLUTION PO BOX 15734 DURHAM, NC 27704-5734 919-471-8222 X Type of BusinessBusiness Description ARTISAN - PLUMBER Corporation ENDORSEMENTS ATTACHED TO THIS POLICY: (09/08)(11/98)(09/08)(08/14)(10/13) (10/13)(10/13)(10/13)(11/16)(07/14) (10/13)(10/13)(02/10)(11/85)(01/10) IL0003 IL0017 IL0021 BCA0444 CA0001 CA0126 CA2048 CA2116 CA2344 CA3000 CA9903 CA9954 CAU060 IL1201 IL6006 Authorized Representative Countersigned this Day of , Issued Date: PCA0001 1203 11/29/2021 INSURED COPY Page 1 of 41 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 POLICY NUMBER:COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is in- dicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Cover- age, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II – Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I – Covered Autos Coveragesof the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 PCA 0006942 11 BROWN BROTHERS PLUMBING & HEATING CO INC ANY OR ALL PERSON(S) OR ORGANIZATION(S) AS REQUIRED BY WRITTEN/EXECUTED CONTRACT, FOR JOBS IN THE STATE OF NORTH CAROLINA DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO ENHANCEMENT ENDORSEMENT SUMMARY OF COVERAGE AND INDEX This is a summary of the various coverages provided by this form. No coverage is provided by this summary. This endorsement is subject to the provisions of your policy, which means that it is subject to all limitations and conditions applicable to the coverage forms attached to this policy unless specifically deleted, replaced, or modified herein. A.Blanket Additional Insureds Included B.Employee Hired Auto: Liability Included Physical Damage Included C.Limited Liability Company As An Insured Included D.Newly Acquired Or Formed Entities: Included E.Supplementary Payments: Bail Bonds $3,000 Reasonable Expenses Due to Our Request $500 Per Day F.Hired Autos Physical Damage: Lesser of $50,000 or ACV Loss of Use $75 Per Day/ $750 Per Loss G.Towing And Labor Private Passenger Types / “Light Trucks” $75 Per Disablement / $300 Total Other Than Private Passenger Types / “Light Trucks” $150 Per Disablement / $300 Total H.Personal Effects $500 I.Transportation Expenses – All Vehicle Types Temporary Transportation $75 Per Occurrence / $750 Total Return of Stolen Auto $5,000 J.Rental Reimbursement – Private Passenger Type / “Light Truck”$75 Per Day / $750 Per Occurrence K.Electronic Equipment Included L.Loan / Lease Gap Coverage Included M.Glass Repair Comprehensive Deductible Waived N.Waiver Of Subrogation Included O.Unintentional Omissions Included COMMERCIAL AUTO CA 30 00 07 14 CA 30 00 07 14 Includes copyrighted material of Insurance Services Office, Inc Page 1 of 6 with its permission DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 This endorsement modifies insurance provided under the following: A.BLANKET ADDITIONAL INSUREDS Under Section II – LIABILITY COVERAGE A. Coverage 1. Who Is An Insured is amended to include as an additional “insured”: Any person or organization with who is required under a written contract with you to be included as an “insured” under this policy, but only with respect to their legal liability for acts or omissions of a person for whom Liability Coverage is afforded under this policy. This coverage shall be primary and not contributory with respect to the person or organization included as an “insured” under this section. Any other insurance that person or organization has shall be excess and not contributory with respect to this insurance, only if it is required in the written contract, permit, or agreement identified in this section and is allowed by law. B. EMPLOYEE HIRED AUTO The following is added to Section II – LIABILITY COVERAGE A. Coverage 1. Who Is An Insured: e.An “employee” of yours is an “insured” while operating a covered “auto” hired or rented under an agreement or contract in that “employee’s” name, with your permission, only when performing duties related to the conduct of your business. Section IV – BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, b. is deleted and replaced by the following: b.For Hired Auto Physical Damage Coverage, the following are deemed covered “autos” you own: (1)Any covered “auto” you lease, hire, rent, or borrow; and (2) Any covered “auto” hired or rented by your “employee” under a contract in that individual “employee’s” name provided your permission has been given and the “employee” is performing duties related to the conduct of your business. However, any “auto” that is leased, hired, rented, or borrowed, with a driver, is not a covered “auto”. C. LIMITED LIABILITY COMPANY AS AN INSURED The following is added to Section II – LIABILITY COVERAGE A. Coverage 1. Who Is An Insured: f.If your business is structured as a Limited Liability Company, you are an insured for any covered “auto”. The section Who Is An Insured that applies to anyone else using a covered “auto” you own, hire, or borrow also applies to Limited Liability Companies. The members and managers of the Limited Liability Company are also “insureds” while using a covered “auto” you do not own, hire, or borrow, but only during the course of their employment duties for you. However, members and managers are not an “insured” for any covered “autos ” owned by them or members of their household. CA 30 00 07 14 Includes copyrighted material of Insurance Services Office, Inc Page 2 of 6 with its permission COMMERCIAL AUTO CA 30 00 07 14 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 D. NEWLY ACQUIRED OR FORMED ENTITIES The following is added to Section II –LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured: g. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, “insured” does not include any organization that: 1. Is a partnership or joint venture; or 2. Is an insured under any other automobile policy; or 3.Has exhausted its Limit Of Insurance under any other automobile policy. Paragraph g.2. of this provision does not apply to a policy written to apply specifically in excess of this policy. This automatic coverage is afforded for only 180 days from the date of acquisition or formation. However, coverage under this provision does not apply if there is similar insurance or a self-insured retention plan available to that organization. E.SUPPLEMENTARY PAYMENTS Section II – LIABILITY COVERAGE, 2. Coverage Extensions, a. Supplementary Payments, items (2) and (4) are deleted and replaced by the following” (2) Up to $3,000 for the 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 the actual loss of earnings up to $500 per day because of time off from work. F.HIRED “AUTOS” – PHYSICAL DAMAGE COVERAGE The following is added to Section III – PHYSICAL DAMAGE COVERAGE, A.Coverage,1.: d.Hired Autos You may extend the Comprehensive, Specified Causes Of Loss and Collision Coverages provided on your owned autos” to any “auto” you rent, hire, lease, or borrow from someone other than your employees, partners, or members of their respective households. Any “auto” you rent, hire, lease, or borrow is deemed to be a covered “auto” you own. Any “auto” that is rented, hired, leased, or borrowed, with a driver, is not a covered “auto”. (1)This extension only applies to “autos” you rent, hire, lease, or borrow for less than 30 consecutive days. (2) The most payable for an individual “loss” is the lesser of $50,000, the actual cash value of the “auto”, or the cost to repair or replace the “auto” less the deductible as determined below: a.The deductible shall be the same as the amount of the highest deductible for any owned “auto” of the same classification for that coverage. In the event there is no owned “auto” on the policy of the same classification, the highest deductible of any owned “auto” will apply for the particular coverage b. No deductible will apply to a “loss” caused by fire or lightning. (3) Coverage under this extension will: a.Be excess over any other collectible insurance you have; b.Pay in addition to the limit in (2). above, up to $75 per day and no more than $750 per loss for: 1. Any costs or fees associated with the “loss” to a hired “auto”; and CA 30 00 07 14 Includes copyrighted material of Insurance Services Office, Inc Page 3 of 6 with its permission COMMERCIAL AUTO CA 30 00 07 14 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 2.Loss of use, provided it is the consequence of an “accident” for which you are legally liable and which results in a monetary loss to the leasing or rental concern. G.TOWING AND LABOR Section III – PHYSICAL DAMAGE COVERAGE, 2. Towing, is replaced by the following: We will pay towing and labor costs incurred up to the limits shown below each time a covered “auto”, classifies and rated as a private passenger type or “light truck” is disabled: a.For vehicles classified and rated as private passenger types or “light trucks”, we will pay up to $75 per disablement. b.For vehicles classified as other than private passenger type or “light truck” we will pay up to $150 per disablement. c.The most we will pay during the policy period is $300 in total, regardless of the number of disablements or the types of vehicles involved However, the labor must be performed at the place of disablement. Section V – DEFINITIONS is changed by the addition of the following: Q.“light truck” means a truck with a gross vehicle weight (GVW) of 10,000 pounds or less. 1.If registered in North Carolina, the gross vehicle weight (GVW) must be 14,000 pounds or less. H.PERSONAL EFFECTS Section III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions is changed to add the following: c.If Comprehensive or Specified Causes Of Loss Coverage is provided for a covered “auto” you own under this coverage form and that covered “auto” is stolen, we will pay up to $500, without application of the deductible for the personal effects stolen from that covered “auto”. This does not include money, jewelry, securities, or tools. This coverage is excess over any other valid and collectible insurance. money, jewelry, securities, or tools. This coverage is excess over any other valid and collectible insurance. I.BROADENED TRANSPORTATION EXPENSES -ALL VEHICLE TYPES Section III – Physical Damage Coverages, A. Coverage, 4. Coverage Extensions, a. Transportation Expenses is replaced in its entirety as follows: a. Transportation Expenses We will pay up to $75 per day and no more than $750 per occurrence for Broadened Transportation Expenses for temporary transportation expenses incurred by you because of the theft of a covered “auto” of any type. We will pay only for those covered “autos” for which you carry either Comprehensive, Specified Causes Of Loss, or Collision Coverage. We will pay for temporary transportation expenses incurred during the period beginning 24 hours after the theft and ending, regardless of the policy’s expiration, when the covered “auto” is returned to use or we pay for its “loss”. Additionally, we will pay for the expense of returning a stolen covered “auto” to you. The maximum amount we will pay for returning a stolen covered “auto” under this coverage extension is $5,000 J.RENTAL REIMBURSEMENT Section III – PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: 5.We will pay for rental reimbursement expenses incurred by you up to the limits shown below for the rental of an “auto” because of a “loss”, other than total theft, to a covered “auto” classified as a private passenger type or “light truck”. a. For which you carry either CA 30 00 07 14 Includes copyrighted material of Insurance Services Office, Inc Page 4 of 6 with its permission COMMERCIAL AUTO CA 30 00 07 14 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 Comprehensive or Specified Causes Of Loss Coverage if the “loss” arises from such coverage; or b.For which you carry Collision Coverage if the “loss” arises from such coverage. We will pay only for those expenses incurred during the policy period beginning 24 hours after the “loss” and ending, regardless of the the policy’s expiration, when the covered “auto” is repaired or replaced, or we pay for its “loss”. This coverage does not apply while there are spare or reserve “autos” available to you for your operations. The most we will pay for rental reimbursement expenses is $75 per day with a maximum of $750 per occurrence. K.ELECTRONIC EQUIPMENT – BROADENED COVERAGE Paragraph 4.c. of Section III – PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is revised by adding the following: This exclusion as it relates to electronic equipment that receives or transmits audio, visual or data signals does not apply if said equipment is permanently installed in a covered “auto”. L.LOAN / LEASE GAP COVERAGE Section III – PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance is Amended by the addition of the Following to paragraph 1.: c.Balance due under the terms of the loan or lease which the damaged covered “auto” is subject to at the time of the “loss” less: (1)Overdue payments and financial penalties associated with those payments as of the date of the “loss”, (2)Financial penalties imposed under a lease due to high mileage, excessive use, or abnormal wear and tear, (3)Costs of extended warranties, Credit Life Insurance, Health, Accident, or Disability Insurance purchased with the loan or lease, (4)Transfer or rollover balances associated with prior loans or leases, (5)Final payment due under a “Balloon Loan”, (6)The dollar amount of any unrepaired damage which occurred prior to the “total loss” of a covered “auto”, (7)Security deposits not refunded by the lessor, (8)All refunds payable or paid to you resulting from the early termination of any warranty or extended service agreement on a covered “auto”, (9)Any amount representing taxes, or (10)Loan or lease termination fees. This coverage only applies to the original loan or lease written on a covered “auto”. Section V – DEFINITIONS is changed by the addition of the following: R.“Total loss” means a “loss” where the cost of repairs plus the salvage value exceeds the actual cash value. S.“Balloon Loan” means a loan with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. M.GLASS REPAIR Section III – Physical Damage Coverage, D. Deductible, is replaced by the following: D. Deductible For each covered “auto”, our obligation to pay for, repair, return, or replace damaged or stolen property will be reduced by the deductible for the coverage as shown on CA 30 00 07 14 Includes copyrighted material of Insurance Services Office, Inc Page 5 of 6 with its permission COMMERCIAL AUTO CA 30 00 07 14 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 the Declarations Page. Any Comprehensive Coverage deductible shown on the Declarations Page does not apply to “loss” caused by fire or lightning. Additionally, the Comprehensive Coverage deductible does not apply to glass, only when that glass is repaired. Should the glass be replaced, the applicable Comprehensive Coverage deductible will apply. N.WAIVER OF SUBROGATION Section IV – BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us is deleted in its entirety and replaced by the following: 5.Transfer Of Rights Of Recovery Against Others To Us 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 a covered “auto” only when you have assumed liability for such “bodily injury” or “property damage” under an “insured contract”. In all other respects, if a person or organization to, or from whom, we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. This provision only applies if the written Contract, permit, or agreement has been Executed or issued prior to the occurrence of any “bodily injury” or “property damage”. O.UNINTENTIONAL OMISSIONS The following is added to Section IV – Business Auto Conditions, B. General Conditions, 2. Concealment, Misrepresentation, Or Fraud: We will not deny coverage under this policy if you fail to disclose all hazards existing as of the inception date of the policy, as long as such failure is not intentional. . CA 30 00 07 14 Includes copyrighted material of Insurance Services Office, Inc Page 6 of 6 with its permission COMMERCIAL AUTO CA 30 00 07 14 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 ENDORSEMENT SCHEDULE - ITEM 3.D. State Form Nbr.Ed. Date Description Named Insured: Agent: EXTENSION OF INFORMATION PAGE WORKERS COMPENSATION & EMPLOYERS LIABILITY BUILDERS MUTUAL INSURANCE CO. Post Office Box 150005 Raleigh, North Carolina 27624-0005 WCP 0044355 13 BROWN BROTHERS PLUMBING & HEATING CO INC DIVERSIFIED INSURANCE SOLUTION 0000443 Policy Number: US WC000000C (1/15)POLICY PAGE ENDORSEMENT US WC000414A (1/19)NOTE OF CHG IN OWNERSHIP END US WC000419 (1/01)PREMIUM DUE DATE ENDORSEMENT NC WC000302 (4/84)DESIGNATED WORKPLACES EXCL END NC WC000310 (4/84)SPROP/PARTNER/OTH CVG END NC WC000313 (4/84)WAIVER OF SUBROGATION NC WC000403 (4/84)EXP RATING MOD FACTOR END NC WC000404 (4/84)PENDING RATE CHG ENDORSEMENT NC WC000406A (7/95)PREMIUM DISCOUNT ENDORSEMENT NC WC000421E (1/21)DOM TERR, EQUAKE, IND ACC END NC WC000422C (1/21)TRIPRA DISCLOSURE ENDT NC WC000424 (1/17)AUDIT NON-COMPLIANCE CHARGE EN NC WC000425 (1/17)EXP RATING MOD FACTOR END NC WC320301D (7/18)NC AMENDED COVERAGE ENDORSE NC WC320601B (11/19)CANCELLATION AND NONRENEWAL NC WC320603 (7/18)NC NON-INS GOODS OR SRV ENDORS Issued Date: WC 00 00 01 A 07 21 11/29/2021 INSURED COPY Page 5 of 5 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 Schedule This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium $ Insurance Company Countersigned by WC 00 03 13 (Ed. 4-84)Copyright 1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. ANY PERSON OR ORGANIZATION THAT IS REQUIRED BY WRITTEN CONTRACT EXCEPT OPERATIONS RELATED TO WRAP-UPS. BUILDERS MUTUAL INSURANCE COMPANY INC IS NOT A CONTRIBUTOR TO ANY WRAP-UP PROJECT. DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 Commercial Umbrella Liability Follow Form Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM Except to the extent the insuring agreements, terms, definitions, conditions, and exclusions of this policy differ, the coverage provided by this policy shall follow the insuring agreements, definitions, conditions, and exclusions of the underlying insurance policies as shown in the schedule of underlying policies. COMMERCIAL LIABILITY UMBRELLA CU 70 38 01 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CU 70 38 01 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 Page 1 of 1 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 Effective with UNDERWRI TERS AT LLOYD'S, LONDON fl\·� HISCOX PRO™Administered by Hiscox Inc. 520 Madison Avenue 32nd Floor, New York, NY 10022 (646)452-2353 Insurance for Artisan Subcontractors DECLARATIONS 7.Policy Premium: Artisan Subcontractors Professional Liability Coverage Part: WCLANE P0004 CW (05-20) Covered work: services as a HVAC and plumbing contractor Professional Liability (PL): $ 2,000,000 Each Claim / $ 2,000,000 Aggregate Limit of Liability Retention Defense of Licensing Proceedings: $ 10,000 None FHA/OSHA/ADA Regulatory Proceedings: Pre-Claim Assistance: Subpoena Assistance: Supplementary Payments: Faulty Workmanship: Contractors Pollution Liability (CPL): Mold Liability: Non-Owned Disposal Sites: Rectification Coverage: Media and Advertising Activities: Crisis Management: PL Retroactive Date: PL Retention: PL Premium: Endorsements: $ 25,000 None $ 50,000 None $10,000 None $10,000 None $ 0 Each Claim and $2,500 Aggregate $ 2,000,000 Each Claim $ 2,500 and Aggregate $ 2,000,000 $ 2,500 $ 2,000,000 $ 2,500 $1,000,000 Each Claim $2,500 and Aggregate $ 2,000,000 Each Claim $ 2,500 and Aggregate $ 50,000 Each Claim and $ 2,500 Aggregate 06-03-2020 $2,500 $8,623 NONE Retroactive Date (Separate Limit) (Separate Limit) (Separate Limit) (Separate Limit) (Separate Limit) 06/03/2020 Covered (Shared with PL) 06/03/2020 Covered 06/03/2020 (Shared with CPL) 06/03/2020 (Shared with CPL) 06/03/2020 Covered (Shared with PL) Covered (Shared with PL) Covered (Shared with PL) In accordance with the authorization granted to Hiscox Inc. under Contract No. B1234Hislnc2020 by certain Underwriters at Lloyd's, London, whose names and the proportions underwritten by them can be ascertained by reference to the said Contract, which bears the Seal of Lloyd's Policy Signing Office and is on file at the office of the said Agency and in consideration of the premium specified WCL D0001 CW (04/19) Page 2 of 3 HPSDECSLREN25 Policy #ANE2266438.22DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 Artisan Subcontractors Professional Liability Coverage Part WCLANE P0004 CW (05/20) Page 4 of 14 Acquired entity means any entity: 1. in which the named insured: a. acquires substantially all of the assets; b. acquires the majority of its voting securities, as a result of which it becomes a subsidiary; or c. merges and leaves the named insured as the surviving entity; or 2. that the named insured creates as a subsidiary, during the policy period. With respect to an acquired entity whose revenues exceed 10% of the annual revenues of the named insured at the time of its creation or acquisition, any coverage under this policy will expire 90 days after the effective date of its creation or acquisition unless, within such 90 day period: a. the named insured provides us with written notice of such creation or acquisition; b. the named insured provides us with information related to such creation or acquisition as we may reasonably require; c. the named insured accepts any special terms, conditions, exclusions, or additional premium charge as we may reasonably require; and d. we agree by written endorsement to provide such coverage. This policy will apply to an acquired entity only with respect to your professional services, covered work, or construction activities performed after the acquisition, merger, or creation and while the named insured maintains management control of the acquired entity. Insured organization means: 1. the named insured; 2. a subsidiary; 3. a joint venture; or 4. an acquired entity. Employee means any past, present, or future: 1. person employed by an insured organization as a permanent, part-time, seasonal, leased, or temporary employee, or any volunteer; or 2. partner, director, officer, or board member (or equivalent position) of an insured organization, but only while in the course of their performance of professional services, covered work, or construction activities on behalf of or at the direction of such insured organization. Independent contractor means any person contracted by an insured organization to perform the same professional services, covered work, or construction activities as the insured organization, and whose income is reported to the Internal Revenue Service on Form 1099-MISC, but only while in the course of their performance of professional services, covered work, or construction activities on behalf of or at the direction of such insured organization. Independent contractor does not include any subcontractors contracted by another independent contractor or an insured organization. Additional insured means any project owner or client an insured organization has agreed in a written contract or agreement to add as an additional insured to a policy providing the type of coverage afforded by this Coverage Part, provided the contract or agreement: 1. is currently in effect or becomes effective during the policy period; and 2. was executed before the performance of construction activities out of which the claim arises. Policy #ANE2266438.22DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 Artisan Subcontractors Professional Liability Coverage Part WCLANE P0004 CW (05/20) Page 5 of 14 Coverage is available for additional insureds solely under Insuring agreement C. Contractors pollution liability for claims: a.alleging a negligent act, error, or omission in construction activities performed by an insured organization or on an insured organization’s behalf; and b.that remain pending against an insured organization along with such additional insured. There will be no coverage under this Coverage Part for any liability arising out of the sole negligence of the additional insured. IV.Defense and settlement of claims Defense We have the right and duty to defend any covered claim, even if such claim is groundless, false, or fraudulent. We have the right to select and appoint counsel to defend you against a covered claim. Settlement We have the right to solicit and negotiate settlement of any claim but will not enter into a settlement without your consent, which you agree not to withhold unreasonably. If you withhold consent to a settlement recommended by us and acceptable to the party who made the claim, the most we will pay for that claim is the sum of: 1.the amount of our recommended settlement; 2.claim expenses incurred up to the date of our recommendation; 3.70% of all claim expenses incurred after our recommendation; and 4.70% of all damages in excess of the settlement amount recommended by us. V.Your obligations Notifying us of claims and coverage enhancements You must give written notice to us of any claim, or any other matter covered under Section II. Coverage enhancements and sublimits, as soon as possible, but in any event, no later than 60 days after the end of the policy period. All such notifications must be in writing and include a copy of the claim or other covered matter, and must be submitted to us via the designated email address or mailing address identified in Item 6 of the Declarations. Notifying us of potential claims You have the option of notifying us of potential claims that may lead to a covered claim against you. In order to do so, you must give written notice to us as soon as possible and within the policy period, and the notice must, to the greatest extent possible, identify the details of the potential claim, including identifying the potential claimant(s), the likely basis for liability, the likely demand for relief, and any additional information about the potential claim we may reasonably request. The benefit to you of notifying us of a potential claim is that if an actual claim arises from the same circumstances as the properly notified potential claim, then we will treat that claim as if it had first been made against you on the date you properly notified us of it as a potential claim, even if that claim is first made against you after the policy period has expired. All potential claim notifications must be in writing and submitted to us via the designated email address or mailing address identified in Item 6 of the Declarations. Retention Our obligation to pay damages, claim expenses, or any other covered amounts under this Coverage Part is in excess of the applicable retention, which you must pay in connection with each covered claim or other covered matter. Policy #ANE2266438.22DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 Artisan Subcontractors Professional Liability Coverage Part WCLANE P0004 CW (05/20) Page 14 of 14 Retention means the applicable amount(s) stated as such under the Artisans Subcontractors Professional Liability Coverage Part section of the Declarations , including any amount that corresponds to a specific coverage enhancement or sublimit in this Coverage Part. Third party discrimination means any non-physical harassment of or unlawful discrimination against a person or entity other than an insured or an employee of an insured, including any resulting violation of civil rights, but only if such harassment or discrimination directly results from your performance of professional services. Transportation means any loading, unloading, delivery, or transportation of goods, materials, products, or waste in connection with your construction activities. You, your, or insured means a named insured, subsidiary, joint venture, acquired entity, insured organization, employee, independent contractor, or additional insured, as defined in Section III. Who is an insured. VIII.Other provisions affecting coverage General liability insurance requirement A.It is agreed that as a condition of this policy the named insured must maintain during the entire policy period a general liability policy, including products and completed operations coverage. It is further agreed that for any claim covered by the named insured’s general liability policy, there is no coverage under this Coverage Part and we will have no obligation to defend, adjust, investigate, or pay any claim expenses, damages, or other covered amounts arising out of such claim. Multiple insuring agreements B.If the same claim, or any portion(s) of the same claim, is covered under both Insuring agreement A. Professional liability and Insuring agreement B. Faulty workmanship liability, we will pay only under one Insuring agreement, which will be the Insuring agreement with the highest applicable limit stated in the Declarations. Other insurance C.Our obligation to make any payment under this Coverage Part is: 1.specifically excess of and will not contribute with any valid and collectible insurance available to you, including but not limited to any general liability insurance, whether or not such other insurance is written specifically as excess over this policy; and 2.in excess of any retention applicable to such other insurance, which you must pay before we will be obligated to make any payment. We have no duty to defend you against any claim under this Coverage Part if any other insurer has a duty to defend you against such claim. If no other insurer defends the claim, we will assume the defense obligation, but we will be entitled to your rights against those other insurers. However, solely with respect to Insuring agreement C. Contractors pollution liability, any payment under this Coverage Part will be primary with respect to and will not contribute with any other valid and collectible insurance available to an additional insured, but only if covered by both policies, and only to the extent required in the contract or agreement you entered into naming such additional insured to the policy. Waiver of subrogation D.Solely with respect to any covered claim under Insuring agreement C. Contractors pollution liability arising from your construction activities performed for any client, we agree to waive any right of recovery we may have against such client, provided you have agreed in a written contract or agreement prior to your performance of the construction activities giving rise to the claim to waive your rights of recovery against such client. Policy #ANE2266438.22DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67 DocuSign Envelope ID: 55D5D342-D0FF-47D1-B278-1B7402515B67