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HomeMy WebLinkAbout2023-564-E-Housing Dept-ONLINE Information Services-Employment Verification serviceRevised 04/23 1 [Departmental Use Only] TITLE OCHA-OnlineServices FY 24 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 13th day of September, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Online Information Services, 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): Employment Verification ("Work Numbers") ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Revised 04/23 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Revised 04/23 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): see attached Scope of Services. Both parties acknowledge the services described in Scope of Services and attached to the contract describe the entire services to be rendered and all terms listed in Scope of Services that do not conflict with the terms in this agreement will be incorporated. 4. Duration of Services a. Term. The term of this Agreement shall be from October 2023 to October 2024. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 10/1/23. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Twelve Thousand Dollars ($12,000.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Blake Rosser, HCV manager) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Revised 04/23 4 the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Revised 04/23 5 remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Revised 04/23 6 and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Revised 04/23 7 of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Blake Rosser - Housing ONLINE Info. Services, Inc. P.O. Box 8181 PO Box 1489 Hillsborough, NC 27278 Winterville, NC 28590 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Revised 04/23 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Jessica Thomas, Rental Exchange Sales Manager Printed Name and Title DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 9/21/202310/9/2023 Orange County Housing Authority NC ONLINE Rental Exchange 685 West Fire Tower Road Winterville, NC 28590 ONLINE Rental Exchange proposes the following pricing schedule: One Time Application Fee $115.00 (one time on-site initial inspection) Work Number Social Services Verification: $25.00 per Employer (report cost is per employer, you will get a list of all employers at no cost, then you are charged once you click to see the detailed report, click per employer) Collections – 37% Commission rate – only charged if we collect DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A ONLINE is committed to ensuring that only entities and users who have legitimate business need have access to consumer report information. Please be sure to include with your executed Subscriber Service Agreement all additional documents as shown below. Not returning all required documents will delay the approval process. If you have any questions regarding the required documents please contact your ONLINE Account Executive at (866) 630-6400. We look forward to working with you. REQUIRED DOCUMENTATION SIGNED  NEW SERVICE AGREEMENT (Please be sure to fill out the Permissible Purpose Section on Page 12. This should indicate the specific reason or reasons you will be accessing consumer report information.)       COMPLETE THE SERVICE APPLICATION, CUSTOMER SETUP AND USER SETUP FORMS LETTER OF INTENT ON COMPANY LETTERHEAD (The letter should state the permissible purpose, the nature of your company’s business, the expected monthly volume of reports, whether you are a local, regional, or national company.) SIGNED AND DATED LIST OF ALL SITES/APARTMENT COMPLEXES UNDER MANAGEMENT ON COMPANY  LETTERHEAD (List must include for each property site: Property Name, Property Physical Address, Property Phone Number and Property Contact) IF TAX EXEMPT PLEASE PROVIDE TAX EXEMPTION CERTIFICATE   ONLINE Rental Exchange Agreement _PE_HA_ONLY _2022 1 DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A SUBSCRIBER SERVICE AGREEMENT This Subscriber Service Agreement (“Agreement”) is entered into by ONLINE Information Services, Inc., hereafter referred to as “ONLINE”, a North Carolina corporation, d/b/a the ONLINE Rental Exchange and Orange County Housing Authority (NC)hereafter referred to as “Subscriber”,a NC corporation as of                                       . ONLINE and Subscriber agree as follows: 1. 2. Services.  Through the ONLINE Rental Exchange, ONLINE will furnish services to Subscriber involving the supply of business and consumer information, consumer reports, credit worthiness scores, fraud detection, information pertaining to unpaid rental, tenant, and utility bills and other information that ONLINE may, from time to time, make available to Subscriber (“Services”).  Any mention of rights or obligations to ONLINE within this Agreement shall also apply to Experian, Trans Union, Equifax, Core Logic, LexisNexis, Background Data, and Rapid Courts (“Data Providers”). Charges to Subscriber.   DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A A. B. C. D. E. F. Subscriber agrees to pay ONLINE for all charges as outlined in SCHEDULE A “ONLINE Charges to Subscriber.” Subscriber shall be responsible for a non-refundable $115.00 Subscriber Application Fee.  It is understood that the Subscriber application fee is a onetime charge, unless Subscriber changes office locations.  Bureau/Jurisdiction Surcharges and Fees. Subscriber acknowledges that Data Providers may impose additional surcharges for access to files for consumers that reside in certain States or Counties. Additionally certain jurisdictions charge court fees for accessing public record information.  Examples of these charges include California Privacy Act Surcharges, Alaska and Colorado State surcharges, and County Court fees.  In the event that a file/report is accessed which has such a surcharge or fee ONLINE will pass that Surcharge/Fee along to the Subscriber. Subscriber acknowledges that the pricing in Schedule A is based upon volume representations made by Subscriber during the negotiation of this Agreement.  In the event that Subscriber fails to meet these volume expectations, ONLINE reserves the right to adjust its charges to accurately reflect the volume used by Subscriber.  Subscriber agrees that ONLINE aggregates data from third party sources and from time to time the cost to ONLINE to provide the Services may increase. ONLINE reserves the right to adjust Subscriber’s pricing to reflect any such change with a 30 day notice to Subscriber prior to the change becoming effective. Subscriber will be solely responsible for all federal, state and local taxes levied or assessed in connection with ONLINE’s performance of the Services, other than income taxes assessed with respect to ONLINE’s taxable net income, for which income taxes ONLINE will be solely responsible. It is understood that from time to time the portfolio owned or managed by Subscriber may change. Properties previously owned or managed by Subscriber maybe sold or no longer managed by Subscriber. Subscriber agrees to notify ONLINE in writing of any property which is no longer part of Subscriber ’s portfolio so access to ONLINE’s Services may be terminated for said property. Subscriber agrees that it is responsible for any billing incurred by said Property until ONLINE has received written notification from Subscriber.  2 DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 3. A. B. C. D. E. F. G. Invoicing/Billing Subscriber agrees that the pricing in Schedule A is based on Subscriber setting up and paying their monthly invoice via an automated payment method, either credit card or ACH. All billing is processed monthly between the 1st and the 5th for the previous month’s Services. ONLINE will process the automated payment and deliver to Subscriber an invoice marked “Paid in Full”. All invoices will be delivered via electronic mail to the email addresses designated by Subscriber. Subscriber agrees that, if their automated payment method is declined, ONLINE may charge a Non-Sufficient Funds fee, not to exceed $25.00. Services will be immediately terminated when account reaches 60 days past due. Services will not be reinstated until the full outstanding balance is paid in full and a valid automated payment method is setup with ONLINE. If account remains unpaid for 90 days the account will be referred to collections and/or legal proceedings initiated. Subscriber agrees to pay ONLINE’s cost and expenses, including reasonable attorney fees, to recover any unpaid balance owed by Subscriber. 4.Subscriber Use. A. B. C. D. E. F. Subscriber hereby certifies and warrants that it will request and use consumer information received from ONLINE solely in connection with credit transactions involving the consumer as to whom such information is sought, or for other “permissible purposes” as defined by the Fair Credit Reporting Act, 15 U.S.C. Section 1681 et seq. (together with any successor or replacement statutory provisions, “FCRA”) Subscriber certifies that Subscriber shall use the Services: i. Solely for Subscriber ’s certified permissible uses; ii. Solely for Subscriber’s exclusive one-time use. As many ONLINE Services contain information from the Social Security Administration’s Death Master File (“DMF”); Subscriber certifies pursuant to Section 203 of the Bipartisan Budget Act of 2013 and 15 C.F.R. § 1110.102 that, consistent with its applicable FCRA or GLB use of ONLINE’s information, Subscriber’s use of deceased flags or other indicia within ONLINE’s information is restricted to legitimate fraud prevention or business purposes in compliance with applicable laws, rules regulations, or fiduciary duty, as such business purposes are interpreted under 15 C.F.R. § 1110.102(a)(1); and certifies that Subscriber will not take any adverse action against any consumer without further investigation to verify the information from the deceased flags or other indicia within ONLINE’s information. Subscriber acknowledges its obligations as outlined in Exhibit F, “Death Master File Access Requirements”. Subscriber maybe given access to information from state departments of motor vehicles. Subscriber hereby certifies and warrants that it will request and use the provided information only for an approved permissible purpose under the Drivers Privacy Protection Act, specifically fraud prevention and/or to affect collection of a debt. If Subscriber obtains Social Security Numbers or Driver’s License Numbers (SSNs) through the Services, Subscriber certifies it will not use the SSNs for any purpose other than, fraud prevention and/or to affect collection of a debt. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A G. H. I. G. K. L. All such information shall be maintained by Subscriber in strict confidence and disclosed only to employees whose duties reasonably relate to the legitimate business purposes for which the information is requested, and Subscriber will not disclose, sell or otherwise distribute to third parties any information received hereunder, except as otherwise required by law; provided, however, that if Subscriber has purchased a consumer report from ONLINE in connection with a consumer ’s application for credit, and the consumer makes a timely request of Subscriber, Subscriber may share the contents of that report with the consumer as long as it does so without charge. Subscriber acknowledges that it has received and reviewed a copy of Exhibit A, “Credit Scoring Services.” Subscriber shall request consumer reports from ONLINE by electronic means.  Each request will contain sufficient identifying information concerning the consumer about who the consumer report is requested to enable ONLINE to deliver the consumer report. ONLINE reserves the right to modify the standard inquiry format to be used by Subscriber and Subscriber agrees to abide by such modifications. Subscriber hereby certifies that it will properly dispose of any customer information obtained from the use of the Services to include the destruction or erasure of electronic media, the burning, pulverizing, or shredding of papers containing the customer information so that the information cannot practicably be read or reconstructed. Subscriber may elect to receive Credit, Criminal, DMV and other consumer Information for the purpose of evaluating a potential or current employee’s background.  Information received by Subscriber may include data from Equifax, Experian, Trans Union, or other Data Providers.  If Subscriber elects to receive Employment Reports Subscriber acknowledges the following: i. ii. iii. iv. v. vi. vii. viii. ix. Subscriber shall request consumer report for employment purposes pursuant to procedures prescribed by ONLINE from time to time only when it is considering the individual inquired upon for employment, promotion, reassignment, or retention as an employee, and for no other purpose. Subscriber shall comply with any federal and state laws which may restrict or ban the use of consumer reports for employment purposes. A clear and conspicuous disclosure has been made in writing to the consumer at any time before the report is procured or caused to be procured, in a document that consists solely of the disclosure, that a consumer report (to include credit and criminal) may be obtained for employment purposes. The consumer has authorized in writing the procurement of the Employment Report by the subscriber. To include on their application for employment a signed authorization and release section giving permission for the Subscriber to pull an Employment Report to investigate the applicant. To keep documentation on the applicant (Signed Employment Application, Copy of Employment Report) on file in their office for 5 years. Subscriber agrees that Employment Reports will be the only consumer reporting products pulled to screen employment applicants. Subscriber warrants it will use the consumer report for employment purposes only for a one time use, and shall hold the report in strict confidence, and not disclose it to any third parties that are not involved in the employment decision. Subscriber acknowledges that before taking any adverse action based in whole or in part on the Employment Report (if an offer is not extended to applicant based on information contained within the Employment Report), a copy of the report which contains the applicant’s rights under the Fair Credit Reporting Act must be given to the applicant. The information from ONLINE’s Employment Reports will not be used in violation of any applicable federal or state equal employment opportunity law or other regulation. Subscriber hereby acknowledges receipt of “Notice to Users of Consumer Reports: Obligations of Users Under FCRA”. (See Exhibit “B”.) DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A            M.Subscriber may elect to receive Verification of Income/Employment consumer report information as part of Subscriber's tenant screening process only, and for no other purpose. This information is provided by ONLINE, to Subscriber, through Equifax Verification Services, Inc. (EVS). If Subscriber elects to receive Verification of Income/Employment reports Subscriber acknowledges the following: i. ii. iii. iv. Any information services and data originating from EVS (the “EVS Tenant Screening Information”) will be requested only for Subscriber's exclusive use and held in strict confidence except to the extent that disclosure to others is required or permitted by law. Only designated representatives of Subscriber will request EVS Tenant Screening Information on Subscriber’s employees, and employees will be forbidden to obtain EVS Tenant Screening Information on themselves, associates or any other persons except in the exercise of their official duties. Subscriber will not disclose EVS Tenant Screening Information to the subject of the EVS Tenant Screening Information except as permitted or required by law, but will refer the subject to EVS. Subscriber will hold EVS and all its agents harmless on account of any expense or damage arising or resulting from the publishing or other disclosure of EVS Tenant Screening Information by Subscriber, its employees or agents contrary to the conditions of Section 1 above or applicable law. Subscriber recognizes that EVS does not guarantee the accuracy or completeness of EVS Tenant Screening Information and Subscriber releases EVS and EVS’s agents, employees, affiliated credit reporting agencies and independent contractors from any liability, including negligence, in connection with the provision of EVS Tenant Screening Information and from any loss or expense suffered by Subscriber resulting directly or indirectly from EVS Tenant Screening Information. Subscriber covenants not to sue or maintain any claim, cause of action, demand, cross-action, counterclaim, third-party action or other form of pleading against EVS, EVS's agents, employees, affiliated credit reporting agencies, or independent contractors arising out of or relating in any way to the accuracy, validity, or completeness of any EVS Tenant Screening Information.  Fair Credit Reporting Act Certification.  Subscriber certifies that it will order EVS Tenant Screening Information, which is  a consumer report as defined by the federal Fair Credit Reporting Act, 15 U.S.C. 1681 et seq. ("FCRA"), only when Subscriber intends to use the EVS Tenant Screening Information: (a) in accordance with the FCRA and all state law counterparts; and for the following permissible purpose: for Tenant Screening purposes; provided, however, that Subscriber certifies that, before ordering EVS Tenant Screening Information to be used in connection with Tenant Screening purposes, it will clearly and conspicuously disclose to the Consumer, in a written document consisting solely of the disclosure, that Subscriber may obtain EVS Tenant Screening Information for Tenant Screening purposes, and will also obtain the Consumer’s written authorization to obtain or procure EVS Tenant Screening Information relating to that Consumer. Subscriber further certifies that it will not take adverse action against the Consumer based in whole or in part upon the EVS Tenant Screening Information without first providing to the Consumer to whom the EVS Tenant Screening Information relates a copy of the EVS Tenant Screening Information and a written description of the Consumer ’s rights as prescribed by the Consumer Financial Protection Bureau (“CFPB”) under Section 609(c)(3) of the FCRA as referenced on Exhibit B attached hereto, and also will not use any EVS Tenant Screening Information in violation of any applicable federal or state equal employment opportunity law or regulation.  Subscriber will use EVS Tenant Screening Information ordered under this Agreement for the foregoing purpose and for no other purpose. Subscriber acknowledges that it has received from CRA a copy of the consumer rights summary as prescribed by the CFPB as referenced on Exhibit B. 4 DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A N. California and Vermont Users i. ii. Subscriber agrees to comply with all applicable provisions of the California Credit Reporting Agencies Act. Subscriber certifies that it              IS                   IS NOT a “Retail Seller”, as defined in Section 1802.3 of the California Civil Code, doing business in California and issues credit to consumers who appear in person that it will instruct its employees and agents to inspect a photo identification of the consumer at the time the application is submitted in person. This paragraph does not apply to an application for credit submitted by mail. Subscriber acknowledges that it has received and reviewed a copy of the “Requirements for California and Vermont Users.” (See Exhibit “C”) O.Subscriber further agrees that it will be solely responsible to ensure and require that each of its users meets and complies with applicable federal, state and local laws, rules, and regulations relating to its use of the Services and to the provision to ONLINE of Subscriber’s Records.   Relevant laws include but are not limited to: i. ii. Establishing reasonable procedures to insure that its employees will not request Services relating to themselves, their families, friends, or request consumer information on other persons other than as permitted by the FCRA, ONLINE, and this Agreement. Where adverse action is taken against a consumer that is based in whole or in part on the information contained in a consumer report provided by ONLINE, consistent with the responsibilities under the Fair Credit Reporting Act, Subscriber shall notify the Consumer to direct consumer inquiries to the CRA that provided the report and contained on the adverse action notice for such report. P.Record Retention: The Federal Equal Opportunities Act states that a creditor must preserve all written or recorded information connected with an application for 25 months. In keeping with the ECOA, the credit reporting agency requires that you retain the credit application and, if applicable, a purchase agreement for a period of not less than 60 months. When conducting an investigation, particularly following a breach or a consumer complaint that your company impermissibly accessed their credit report, the credit reporting agency will contact you and will request a copy of the original application signed by the consumer or, if applicable, a copy of the sales contract. “Under Section 621 (a) (2) (A) of the FCRA, any person that violates any of the provisions of the FCRA may be liable for a civil penalty of not more than $3,993 per violation.” 5.RESERVED 5 DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 6.          ONLINE Use. A. B. C. D. The ONLINE Rental Exchange acknowledges its qualification as a specialty consumer reporting agency according to the Fair Credit Reporting Act: § 603 Definitions; rules of construction [15 U.S.C. § 1681a]: “(f) The term “consumer reporting agency” means any person which, for monetary fees, dues, or on a cooperative nonprofit basis, regularly engages in whole or in part in the practice of assembling or evaluating consumer credit information or other information on consumers for the purpose of furnishing consumer reports to third parties, and which uses any means or facility of interstate commerce for the purpose of preparing or furnishing consumer reports.” As a consumer reporting agency, ONLINE may only use Subscriber ’s Records for purposes consistent with applicable federal, state, and local laws, rules, and regulations’ in the identification of credit risk and/or to recover unpaid accounts. ONLINE shall not sell or furnish to any third party a list of consumers' names and addresses identified as a customer/tenant list of Subscriber, nor will ONLINE extract directly from or otherwise identify on any third party's list a list of Subscriber's customers/tenants identified as a customer list of Subscriber. In no event shall ONLINE distribute a list of Subscriber's current or previous tenants outside of the uses defined in this Agreement. ONLINE shall use commercially reasonable efforts to promptly and accurately process and incorporate into its database any maintenance or consumer dispute verifications furnished to it by Subscriber, in accordance with the requirements of the FCRA or other applicable state or federal law. In the event that ONLINE deems any maintenance or verification response of Subscriber to be incomplete, internally inconsistent, or otherwise inaccurate, ONLINE, in its sole discretion, may revise the item of information to conform with information supplied by the consumer, reject the maintenance or verification response and delete the information from its database, or make any other revisions that it deems necessary or appropriate. 7.FCRA Requirements A. B. C. Although the FCRA primarily regulates the operations of consumer reporting agencies, it also affects Subscriber as a user of information.  ONLINE has included a copy of the FCRA with Subscriber’s membership kit and it is posted at https://www.ftc.gov/system/files/documents/statutes/fair-credit-reporting-act/545a_fair-credit-reporting- act-0918.pdf.  ONLINE suggests that Subscriber and Subscriber ’s employees become familiar with the following sections in particular: §  604.         Permissible Purposes of Reports §  607.         Compliance Procedures §  615.         Requirement on users of consumer reports §  616.         Civil liability for willful noncompliance §  617.         Civil liability for negligent noncompliance §  619.         Obtaining information under false pretenses §  621.         Administrative Enforcement §  623.         Responsibilities of Furnishers of Information to Consumer    Reporting Agencies §  628.         Disposal of Records Each of these sections is of direct consequence to users who obtain reports on consumers. See Exhibit “B” for “Notice to Users of Consumer Reports: Obligations of Users Under the FCRA”. As directed by law, consumer reports may be issued only if they are to be used for extending credit, review or collection of an account, employment purposes, underwriting insurance or in connection with some other legitimate business transaction such as in investment, partnership, etc.  It is imperative that Subscriber identifies each request for a report to be used for employment purposes when such report is ordered.  Additional state laws may also impact Subscriber’s usage of reports for employment purposes. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A D. E. ONLINE strongly endorses the letter and spirit of the Federal Fair Credit Reporting Act.  ONLINE believes that this law and similar state laws recognize and preserve the delicate balance between the rights of the consumer and the legitimate needs of commerce. In addition to the Federal Fair Credit Reporting Act, other federal and state laws addressing such topics as computer crime and unauthorized access to protected databases have also been enacted.  As a prospective user of consumer reports, ONLINE expects that Subscriber will comply with all relevant federal statutes and the statutes and regulations of the states in which Subscriber operates. The FCRA provides that any person who knowingly and willfully obtains information on a consumer from a consumer reporting agency under false pretenses shall be fined under Title 18 of the United States Code, or imprisoned not more than two years, or both. 8.Gramm Leach Bliley Act Requirements A. B. C. Subscriber hereby certifies and warrants that it will request and use the fraud prevention portion of the Service in compliance with a “permitted purpose” under the Gramm Leach Bliley Act,(GLB) specifically fraud prevention and detection. Subscriber further agrees to limit its use of this portion of the Service to fraud prevention and detection. Subscriber hereby certifies and warrants that it understands all obligations under the Gramm Leach Bliley Act, to include 15 U.S.C. 6802 § 502 (e)(3)(B) and 16 C.F.R. § 314.4. 9. 10. 11. Comprehensive Information Security Program. Subscriber hereby certifies that Subscriber shall implement and maintain a comprehensive information security program written in one or more readily accessible parts and that contains administrative, technical, and physical safeguards that are appropriate to the Subscriber ’s size and complexity, the nature and scope of its activities, and the sensitivity of the information provided to the Subscriber by ONLINE; and that such safeguards shall include the elements set forth in 16 C.F.R. § 314.4 and shall be reasonably designed to (i) insure the security and confidentiality of the information provided by ONLINE, (ii) protect against any anticipated threats or hazards to the security or integrity of such information, and (iii) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any consumer. Access Security. Subscriber acknowledges that it has received and reviewed a copy of the “ONLINE's Security Requirements.” (See Exhibit E.) A. Subscriber will notify ONLINE immediately as any approved User leaves or is terminated so that the User can be deactivated from the ONLINE system. Conditions.  Subscriber recognizes that ONLINE’s Services require open sharing of information between Subscribers. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A A. B. C. Subscriber agrees to furnish to ONLINE, information from its records about its current and/or previous tenants with whom it has established accounts. Such information will be furnished and updated no less frequently than at monthly intervals, unless otherwise agreed in writing. Subscriber hereby certifies that all information furnished to ONLINE shall be complete and accurate.  Subscriber therefore has the option to, make a list of all current tenants, including the service address, telephone number, place of employment and employment telephone number (hereafter referred to as Rental Exchange Data), as well as a list of all current or previous tenants who have unpaid rental bills more than 30 days old (hereafter referred to as Rental Exchange Data).  Subscriber agrees that each account will be accompanied by the Social Security Number of the guarantor of the bill and, in the case of married parties or joint responsibility by more than one guarantor, the Social Security Number of each party who is responsible for payment of the bill. Subscriber agrees they are a Data Furnisher as defined by the Fair Credit Reporting Act and will comply with the “Obligations of Furnishers” as attached in Exhibit “D”. Subscriber agrees to notify ONLINE within 30 days of receipt of payment on any account which is part of ONLINE’s Rental Exchange Data. 7 DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A D. E. Subscriber shall respond to any consumer disputes initiated by consumer within five (5) working days from receipt of dispute.  Subscriber shall re-verify disputed information through either voice communication, electronic mail, or through other means as mutually agreed in writing. Subscriber certifies that all information supplied by it on any automated or manual basis in response to a consumer dispute verification request sent to it by ONLINE shall be complete and accurate. If in response to a consumer dispute verification request received from ONLINE, Subscriber desires to change any information relating to an account it has previously reported, Subscriber shall update the account information on both the verification response and in its own internal records to conform to such change. Subsequent customer record updates provided by Subscriber shall reflect such change. Subscriber has the option to report all occurrences of delinquent payments to ONLINE; any evictions proceedings initiated against tenants, any evictions completed; and any property damage and the amount of said damage caused by tenants of Subscriber.  It is also agreed that this information may be shared with other Subscribers. 12.Term and Termination.   A. B. C. D. This Agreement is for a period of 12 months from the effective date and will automatically renew annually unless terminated by either party with a 10 day written notice.  Notwithstanding the foregoing, if Subscriber is delinquent in the payment of charges, violates the FCRA or other applicable law or violates a material term of this Agreement, ONLINE may, at its election, discontinue providing the Services to Subscriber and terminate this Agreement immediately by written notice to the Subscriber. Notwithstanding anything to the contrary in this Agreement, if the continued provision of the Services or any affected component thereof becomes impossible, impractical, or undesirable due to a change in applicable federal, state, or local laws or regulations, as determined by ONLINE in its reasonable judgment, or due to circumstances imposed by ONLINE’s third party vendors or Data Providers, ONLINE may either (a) cease to provide the Services or any affected component thereof within, or pertaining to persons residing within, the affected jurisdiction, or (b) establish new prices which apply to ONLINE’s Services or any affected component thereof when provided or delivered within, or pertaining to persons residing within, the affected jurisdiction, which prices will be reasonably calculated to cover the costs incurred by ONLINE in complying with the applicable laws or regulations or circumstances imposed by third party Data Providers and will become effective on the date specified in such notice unless Subscriber objects in writing, in which case ONLINE may exercise its rights under clause (a) above. ONLINE will attempt to provide written notice of its actions as far in advance of the effective date as reasonably possible under the circumstances. No Damages or Indemnification for Termination. Neither party shall be liable to the other party for any costs or damages of any kind, including direct, special, exemplary, punitive, indirect, incidental or consequential damages, or for indemnification, solely on account of the lawful termination of this Agreement, even if informed of the possibility of such damages. 13.Warranties DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A A.ONLINE Rental Exchange.  Subject to Section 21 “Excusable Delays” hereof, ONLINE warrants to Subscriber that ONLINE will use commercially reasonable efforts to deliver the Services promptly.  Subscriber acknowledges that the Services involve information provided to ONLINE by fallible human sources and that for the fee charged for the Services, ONLINE cannot and will not be an insurer or guarantor of the accuracy or reliability of the Services, data contained in its database, or data provided with the Services.  THE WARRANTY IN THE FIRST SENTENCE OF THIS PARAGRAPH IS THE ONLY WARRANTY ONLINE HAS GIVEN SUBSCRIBER WITH RESPECT TO THE SERVICES AND SUCH WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ONLINE MIGHT HAVE GIVEN SUBSCRIBER WITH RESPECT THERETO, INCLUDING, FOR EXAMPLE AND WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 8 DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A B. C. Credit Scoring.  ONLINE’s Credit Scoring Vendors warrant that these Credit Scoring Models are empirically derived and demonstrably and statistically sound and that to the extent the population to which the Credit Scoring Model is applied is similar to the population sample on which the Credit Scoring Model was developed, the Credit Scoring Model score may be relied upon by Subscriber to rank consumers in the order of the risk of unsatisfactory payment such consumers might present to Subscriber.  ONLINE’s Credit Scoring Vendors further warrant that so long as they provide the Credit Scoring Model, they will comply with regulations promulgated from time to time pursuant to the Equal Credit Opportunity Act, 15 USC Section 1691 et seq.  THE FOREGOING WARRANTIES ARE THE ONLY WARRANTIES ONLINE’S CREDIT SCORING VENDORS HAVE GIVEN SUBSCRIBER WITH RESPECT TO THEIR CREDIT SCORING MODEL AND SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ONLINE’S CREDIT SCORING VENDORS MIGHT HAVE GIVEN SUBSCRIBER WITH RESPECT THERETO, INCLUDING, FOR EXAMPLE, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Subscriber’s rights under the foregoing Warranty are expressly conditioned upon Subscriber ’s periodic revalidation of the Credit Scoring Model in compliance with the requirements of Regulation B as it may be amended from time to time (12 CFR Section 202 et seq.).  ONLINE shall not be deemed to have made (nor shall ONLINE be liable or responsible for in any respect for the application or enforcement of) any warranty set forth in this Section 9.B. Criminal and Eviction Reports. With respect to criminal and eviction reports available from ONLINE, neither ONLINE nor any division thereof nor any of its employees or officers or directors, makes any warranty, expressed or implied, including warranties of merchantability and fitness for a particular purpose or assumes any legal liability or responsibility for the accuracy, completeness, or usefulness of any information, product, or process disclosed, or represents that its use would not infringe on privately owned rights. Subscriber hereby acknowledges that ONLINE does not create or maintain these records or information, and that ONLINE relies on third party sources including, but not limited to, data providers, state departments, state repositories, correctional institutions, the courts and other information sources. Subscriber understands ONLINE is not responsible for the content or accuracy of such records or information and ONLINE suggests that these searches should only be used as a preliminary inquiry. The records obtained from these searches must be used in complete compliance with the Fair Credit Reporting Act, Fair Housing Laws, and any other state or federal laws governing the use of public records. Although every effort is made to assure the accuracy of the information contained in these reports the Subscriber releases, indemnifies and holds harmless ONLINE to the fullest extent allowed by law with respect to Subscriber’s receipt and/or use for any reason, of any information provided by ONLINE. Subscriber acknowledges that data entry errors or incomplete records may result in the return of incorrect results. ONLINE cannot offer legal advice on how to use the information contained in these reports and is not responsible for any action taken by Subscriber based on this information. 14.Limitation of Liability.Subscriber acknowledges that ONLINE maintains a database, updated on a periodic basis, from which Subscriber solicits information, and that ONLINE does not undertake a separate investigation for each inquiry or request for Services made by Subscriber.Subscriber also acknowledges that ONLINE provides Subscriber access to national consumer reporting agencies and various products and services available to Subscriber from these repositories through ONLINE. With regard to limitation of liability, any mention of ONLINE shall also apply to Experian, Trans Union, Equifax, LexisNexis, Core Logic, Rapid Courts, and Background Data (Data Providers). Subscriber also acknowledges that the prices ONLINE charges Subscriber for the Services are based upon ONLINE’s expectation that the risk of any loss or injury that may be incurred by use of the Services will be borne by Subscriber and not ONLINE.Subscriber therefore agrees that it is responsible for determining that the Services are in accordance with ONLINE’s obligations under this Agreement.If Subscriber reasonably determines that the Services do not meet ONLINE’s obligations under this Agreement, Subscriber shall so notify ONLINE in writing within ten (10) days after receipt of the Services in question.Subscriber’s failure to so notify ONLINE shall mean that Subscriber accepts the Services as is, and ONLINE shall have no liability whatsoever for the Services.Unless ONLINE disputes Subscriber ’s claim, ONLINE shall, at its option, either re-perform the Services in question or issue Subscriber a credit for the amount Subscriber paid for the nonconforming Services.This re-performance or credit constitutes Subscriber ’s sole remedy and ONLINE’s maximum liability for any breach of this Agreement by ONLINE.If, notwithstanding the above, liability is imposed on ONLINE, then Subscriber agrees that ONLINE’s total liability for any or all of Subscriber’s losses or injuries from ONLINE’s acts or omissions under this Agreement, regardless of the nature of the legal or equitable right claimed to have been violated,  9 DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 15. shall not exceed the amount paid by Subscriber to ONLINE under this Agreement during the six month period preceding the alleged breach by ONLINE of this Agreement.Subscriber covenants that it will not sue ONLINE for any amount greater than permitted by this Agreement.NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL ONLINE HAVE ANY OBLIGATION OR LIABILITY TO SUBSCRIBER HEREUNDER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES INCURRED BY THE SUBSCRIBER (INCLUDING DAMAGES FOR LOST BUSINESS, LOST PROFITS OR DAMAGES TO BUSINESS REPUTATION), REGARDLESS OF HOW SUCH DAMAGES ARISE AND REGARDLESS OF WHETHER OR NOT THE SUBSCRIBER WAS ADVISED SUCH DAMAGES MIGHT ARISE. Hold Harmless. Subscriber agrees that some of the information it will have access to maybe provided by third parties to include Equifax, Experian, Trans Union, LexisNexis, Core Logic, Rapid Courts, and Background Data (Data Providers). Without limitation of its obligations of indemnification to ONLINE under this Agreement or under applicable law, Subscriber shall indemnify save and hold ONLINE’s Suppliers, their officers, directors, employees, agents, contractors and subcontractors harmless for any and all injuries, damages, claims, costs and expenses arising out of Subscriber ’s use of the Services. 16. 17. 18. 19. Indemnification.Each Party hereby agrees to indemnify, defend and hold the other Party, its Affiliates, its licensees, its licensors, and its and their officers, directors, employees, consultants, contractors, and agents harmless from and against any and all damages or other amounts payable to a Third Party claimant, as well as any reasonable attorneys’ fees and costs of litigation (collectively, “Damages”) arising out of or resulting from any claim, suit, proceeding or cause of action (each, a “Claim”) brought by a Third Party against a Party based on: (a) breach of any representation or warranty by the Indemnifying Party contained in this Agreement, (b) breach of any applicable Law by such Indemnifying Party, or (c) gross negligence or willful misconduct by such Indemnifying Party, its Affiliates, or their respective employees, contractors or agents. Intellectual Property.Subscriber acknowledges that ONLINE has expended substantial time, effort and funds to create and deliver the Services and compile its consumer reporting database.The Services and the data in ONLINE’s Consumer Reporting databases are and will continue to be ONLINE’s exclusive property.Nothing contained in this Agreement shall be deemed to convey to Subscriber or to any other party any right, title or interest, including any patent, copyright or other proprietary right, in or to the Services or data in ONLINE’s Consumer Reporting database.Subscriber will not use or permit its employees, agents and subcontractors to use, the trademarks, service marks, logos, names, or any other of ONLINE’s or its affiliates’ proprietary designations, whether registered or unregistered, without ONLINE’s prior written consent. Under no circumstances will Subscriber attempt in any manner, directly or indirectly, to discover or reverse engineer any confidential and proprietary criteria developed or used by ONLINE, its Data Providers, or its credit scoring vendors. Non-Solicit Clause.During the term of this Agreement and for a period of 1 year subsequent to the termination of this Agreement, neither party shall (i) solicit, or encourage any organization directly or indirectly controlled by its management, Board, or shareholders, to solicit, any employee of the opposing party or any of its subsidiaries to leave the employ of the opposing party or any of its subsidiaries, (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by its management, Board, or shareholders, to solicit for employment, hire or engage as an independent contractor, any person who was employed by the opposing party or any of its subsidiaries at any time during the term of the Employee's employment with the other party or any of its subsidiaries; provided, that this clause shall not apply to any individual whose employment with the opposing party or any of its subsidiaries has been terminated for a period of one year or longer. Waiver.Either party may at any time waive compliance by the other with any covenant or condition contained in this Agreement, but only by written instrument signed by the party waiving such compliance.No such waiver, however, shall be deemed to constitute the waiver of any such covenant or condition in any other circumstance or the waiver of any other covenant or condition. 10 DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 20. 21. 22. 23. 24. 25. 26. Successors and Assigns.This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assignees.This Agreement may not be assigned, transferred, shared or divided in whole or in part by Subscriber without prior written consent; such consent shall not be unreasonably withheld. Audit Rights.Subscriber understands that ONLINE and each of ONLINE’s Data Providers require the right to audit usage by Subscriber for compliance with the requirements of the Federal Fair Credit Reporting Act.Subscriber herein agrees to cooperate fully with any compliance audit by ONLINE or ONLINE’s Data Providers and to provide ONLINE any required documentation or other information necessary for such an audit in a timely and reasonable manner. Excusable Delays.  Neither party shall be liable for any delay or failure in its performance under this Agreement (other than for payment obligations hereunder) if and to the extent that such delay or failure is caused by events beyond the reasonable control of the party including, without limitation, acts of God or public enemies, labor disputes, equipment malfunctions, computer downtime, software defects, material or component shortages, supplier failures, embargoes, rationing, acts of local, state or national governments or public agencies, utility or communication failures or delays, fire, earthquakes, flood, epidemics, riots and strikes. Dispute Resolution.  With the exception of any action taken under paragraphs 1 and 4 or any alleged violation of paragraph 12, 13 and 18 of this Agreement, the parties will resolve any dispute arising out of or relating to this Agreement in a binding arbitration conducted under the auspices of the American Arbitration Association. Disputes arising out of or resulting from actions taken under paragraphs 1, 4 or 12, 13 and 18 may be resolved informally by the parties through the courts. Site Inspection.  Subscriber agrees to an inspection of its premises by an independent Third Party Inspection Agency.  The inspection is to be completed, in a timely manner, before any Services will be set up with our company.  Subscriber ’s Application Fee will be applied to cover the cost of the Inspection Fee. Subscriber also agrees that this fee is non-refundable. Continuance of Business. In the event that Subscriber’s business is sold or relocates to a different location, it is the Subscriber ’s obligation to notify ONLINE, in writing, of these changes, within 72 business hours of the effective date of the transaction or the relocation. Notifications. Subscriber and ONLINE agree that any notifications to the other as it pertains to this Agreement shall be sent to the following contacts: Orange County Housing Authority (NC) ONLINE Information Services, Inc. Attn: 300 W. Tryon Street Hillsborough, NC 27278 Corey Root, Executive Director J.W. Blair/President P.O Box 1489 Winterville, NC 28590 27.     Severability.  This Agreement shall be deemed to be severable and, if any provision is determined to be void or                          unenforceable, then that provision will be deemed severed and the remainder of the Agreement will remain in effect. 28.     Contract in Entirety; Law.  This Agreement sets forth the entire understanding and agreement between ONLINE and                Subscriber concerning the Services, and supersedes any prior or contemporaneous oral or written agreements or                        representations.  It may be modified only by a written amendment executed by both parties.  This Agreement shall be                  interpreted in accordance with the laws of the State of North Carolina. 29.     Effective Date.  This Agreement is effective beginning  11 DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A IN WITNESS WHEREOF, the parties’ authorized representatives have executed this Agreement on the date indicated below. Subscriber hereby certifies to have read and understand the “FCRA Requirements” notice and “Access Security Requirements” and will take all reasonable measures to enforce them within Subscribers facility. Subscriber certifies that a permissible purpose exists to use all Services accessed from ONLINE in accordance with the Fair Credit Reporting Act and the applicable service agreement.Subscriber also certifies that information obtained from ONLINE will be used for the purpose(s) listed below and no other. Subscriber will not resell the report to any third party. PERMISSIBLE PURPOSE/APPROPRIATE USE:  Describe the specific purpose(s) (a clear definition) for which ONLINE Services and consumer data will be used.  (An answer like “Checking Credit” is not a permissible purpose.): ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ Subscriber: Orange County Housing Authority (NC) Subscriber Phone: (919) 245 - 2490 X 2492 Signature: ________________________________________ Print Name: ______________________________________ Title: ____________________________________________ Email: ___________________________________________ Date: ____________________________________________ Federal Tax ID: ____________________________________ Corey Root Executive Director croot@orangecountync.gov ONLINE Information Services, Inc.  dba/ ONLINE Rental Exchange By: _____________________________________ Date: ________________________ Address:    PO Box 1489 Winterville, NC  28590 www.ONLINERentalExchange.com Telephone: (866) 630-6400 Address of Principal Business Office: 300 W. Tryon Street Hillsborough, NC 27278 ONLINE Rental Exchange Agreement _PE 01_2020 12 DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A SCHEDULE A ONLINE Charges to Subscriber Please denote beside each product what level user should have access. Please note that if Administrator (Admin) level is assigned, Supervisors (Super) and Users (User) will not have access to those products. And likewise if a Supervisor level is assigned Users will not have access to those products. If you desire for all individuals at your organization to have access to a product please set the Access Level for that product to User. ONLINE Rental Exchange Products Price Application Fee One-Time Application Fee $115.00 Tenant Screening Verification of Income and Employment Reports Price Tenant Screening Verification of Income/Employment SSV Enhanced Verification of Income Includes Social Services Verification $25.00 13 DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Exhibit “A” Credit Scoring Services Subscriber is a credit grantor that purchases Consumer Reports from ONLINE pursuant to the Agreement in connection with credit transactions involving the consumer subjects of such Consumer Reports.As an enhancement to the basic Consumer Report, ONLINE has offered Subscriber the opportunity to purchase one or more credit risk scores provided by Trans Union, Equifax, or Experian; including, but not limited to, Fair Isaac & Co. (FICO) and Vantage score models. Use of these scoring models may require additional addendums and be subject to additional terms of use. Subscriber recognizes that all credit risk scores offered hereunder are statistical scores and may not be predictive as to any particular individual.No such score is intended to characterize any individual as to credit capability.Subscriber recognizes that factors other than credit risk scores should be considered in making a credit decision, including the Credit Report, the individual credit application, economic factors, and various other pertinent information. A statement of the factors that significantly contributed to the credit risk score may accompany the score.If so, such information may be disclosed to the consumer as the reason for taking adverse action, as required by Regulation B.However, the credit risk score itself is proprietary and may not be used as the reason for adverse action under Regulation B.In addition, under the Fair Credit Reporting Act, credit risk scores are not considered part of the consumer ’s file.Accordingly, Subscriber agrees only to disclose the actual credit risk score to the consumer when required by law and accompanied by the corresponding reason codes. SUBSCRIBER HAS MADE ITS OWN ANALYSIS OF THE CREDIT RISK SCORE OR SCORES SELECTED BY SUBSCRIBER, INCLUDING THE RELIABILITY OF USING SUCH SCORES IN CONNECTION WITH SUBSCRIBER’S CREDIT DECISION.ONLINE AND ITS AGENTS SHALL NOT BE LIABLE FOR ANY LOSS, COSTS, DAMAGES, OR EXPENSE INCURRED BY SUBSCRIBER RESULTING FROM SUBSCRIBER’S USE OF CREDIT RISK SCORES, OR THE INACCURACY THEREOF.IN NO EVENT SHALL ONLINE NOR ITS AGENTS BE LIABLE TO SUBSCRIBER FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES FOR A CLAIM BY SUBSCRIBER RESULTING FROM SUBSCRIBER’S USE OF ANY CREDIT RISK SCORE.THE TOTAL AGGREGATE LIABILITY OF ONLINE AND ITS AGENTS FOR A CLAIM BY SUBSCRIBER RELATED TO SUBSCRIBER’S USE OF ANY CREDIT RISK SCORE SHALL NOT EXCEED THE SURCHARGE PAID BY SUBSCRIBER FOR THE CREDIT RISK SCORE TO WHICH SUCH CLAIM RELATES. Subscriber certifies that in using the FICO/VANTAGE Credit Scoring Models that: A.Subscriber will only use the permissible purpose as outlined within ONLINE’s Subscriber Service Agreement (hereinafter referred to as “Agreement”) and the Application for Service in accordance with the FCRA to obtain the information derived from the Fair Isaac and Company Scoring Model (hereinafter referred to as “FICO”) or the Vantage Scoring Model. B.Subscriber will limit Subscriber’s use of the scores and reason codes solely to use in Subscriber ’s own business with no right to transfer or otherwise sell, license, sublicense or distribute said scores or reason codes to third parties. C.Subscriber will maintain internal procedures to minimize the risk of unauthorized disclosure and agree that such scores and reason codes will be held in strict confidence and disclosed only to those employees with a “need to know” and to no other person. D. Notwithstanding any contrary provision of the Agreement, Subscriber may disclose the scores provided to Subscriber under the Agreement to the consumer, when accompanied by the corresponding reason codes, in the context of bona fide lending transactions and decisions only as required by law. E. Subscriber will comply with all applicable laws and regulations in using the scores and reason codes purchased from ONLINE. F.Subscriber or any of its employees, agents or subcontractors will not use any trademarks, service marks, logos, names, or any other proprietary designations, whether registered or unregistered, of the Data Providers or Fair, Isaac and Company, or their affiliates without such entity’s prior written consent. G.Subscriber will not in any manner, directly or indirectly attempt to discover or reverse engineer any confidential and proprietary criteria developed or used by the Data Providers/Fair, Isaac in performing the FICO/Vantage Scoring Model. H.Subscriber will not use any of the scores provided for their own model development or model calibration. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A I. Subscriber understands that Data Providers/FICO warrants that the FICO/Vantage Scoring Model are empirically derived and demonstrably and statistically sound and that to the extent the populations to which the FICO/Vantage Scoring Models are applied is similar to the population sample on which the FICO/Vantage Scoring Models were developed, the FICO/Vantage score may be relied upon by Subscriber to rank consumers in the order of the risk of unsatisfactory payment such consumers might present to Subscribers. FICO/Vantage further warrant that so long as FICO/Vantage provide the FICO/Vantage Model it will comply with regulations promulgated from time to time pursuant to the Equal Credit Opportunity Act, 15 USC Section 1691 et seq. THE FOREGOING WARRANTIES ARE THE ONLY WARRANTIES DATA PROVIDERS, FICO, OR VANTAGE HAVE GIVEN SUBSCRIBER WITH RESPECT TO FICO/VANTAGE SCORING MODELS AND SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, DATA PROVIDERS, FICO, OR VANTAGE MIGHT HAVE GIVEN SUBSCRIBER WITH RESPECT THERETO, INCLUDING, FOR EXAMPLE, WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. Subscriber’s rights under the foregoing Warranty are expressly conditioned upon each respective Subscriber ’s periodic revalidation of the FICO/Vantage Scoring Model in compliance with the requirement of Regulation B as it may be amended from time to time (12 CFR Section 202 et seq.). J.Subscriber agrees that the aggregate liability of the Data Providers/FICO to the Subscriber is equal to the lesser of the Fees paid by ONLINE to the Data Providers/FICO for the FICO/Vantage Scoring Models resold to the pertinent Subscriber during the six (6) month period immediately preceding the Subscriber ’s claim, or the fees paid by the pertinent Subscriber to ONLINE under the Agreement during said six (6) month period and excluding any liability of the Data Providers/FICO for incidental, indirect, special or consequential damages of any kind. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Exhibit “B” All users of consumer reports must comply with all applicable regulations. Information about applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau’s website, www.consumerfinance.gov/learnmore. NOTICE TO USERS OF CONSUMER REPORTS: OBLIGATIONS OF USERS UNDER THE FCRA The Fair Credit Reporting Act (FCRA), 15 U.S.C. 1681-1681y, requires that this notice be provided to inform users of consumer reports of their legal obligations. State law may impose additional requirements. The text of the FCRA is set forth in full at the Consumer Financial Protection Bureau’s (CFPB) website at www.consumerfinance.gov/learnmore. At the end of this document is a list of United States Code citations for the FCRA. Other information about user duties is also available at the CFPB’s website. Users must consult the relevant provisions of the FCRA for details about their obligations under the FCRA. The first section of this summary sets forth the responsibilities imposed by the FCRA on all users of consumer reports. The subsequent sections discuss the duties of users of reports that contain specific types of information, or that are used for certain purposes, and the legal consequences of violations. If you are a furnisher of information to a consumer reporting agency (CRA), you have additional obligations and will receive a separate notice from the CRA describing your duties as a furnisher. • OBLIGATIONS OF ALL USERS OF CONSUMER REPORTS A. Users Must Have a Permissible Purpose Congress has limited the use of consumer reports to protect consumers’ privacy. All users must have a permissible purpose under the FCRA to obtain a consumer report. Section 604 contains a list of the permissible purposes under the law. These are: • As ordered by a court or a federal grand jury subpoena. Section 604(a)(1) • As instructed by the consumer in writing. Section 604(a)(2) • For the extension of credit as a result of an application from a consumer, or the review or collection of a consumer’s account. Section 604(a)(3)(A) • For employment purposes, including hiring and promotion decisions, where the consumer has given written permission. Sections 604(a)(3)(B) and 604(b) • For the underwriting of insurance as a result of an application from a consumer. Section 604(a)(3)(C) • When there is a legitimate business need, in connection with a business transaction that is initiated by the consumer. Section 604(a)(3)(F)(i) • To review a consumer ’s account to determine whether the consumer continues to meet the terms of the account. Section 604(a)(3)(F)(ii) • To determine a consumer’s eligibility for a license or other benefit granted by a governmental instrumentality required by law to consider an applicant’s financial responsibility or status. Section 604(a)(3)(D) • For use by a potential investor or servicer, or current insurer, in a valuation or assessment of the credit or prepayment risks associated with an existing credit obligation. Section 604(a)(3)(E) • For use by state and local officials in connection with the determination of child support payments, or modifications and enforcement thereof. Sections 604(a)(4) and 604(a)(5) • The name, address, and telephone number of the CRA (including a toll-free telephone number, if it is a nationwide CRA) that provided the report. • A statement that the CRA did not make the adverse decision and is not able to explain why the decision was made. • A statement setting forth the consumer’s right to obtain a free disclosure of the consumer’s file from the CRA if the consumer makes a request within 60 days. • A statement setting forth the consumer’s right to dispute directly with the CRA the accuracy or completeness of any information provided by the CRA. • DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Make a clear and conspicuous written disclosure to the consumer before the report is obtained, in a document that consists solely of the disclosure, that a consumer report may be obtained. • Obtain from the consumer prior written authorization. Authorization to access reports during the term of employment may be obtained at the time of employment. • Certify to the CRA that the above steps have been followed, that the information being obtained will not be used in violation of any federal or state equal opportunity law or regulation, and that, if any adverse action is to be taken based on the consumer report, a copy of the report and a summary of the consumer ’s rights will be provided to the consumer. • Before taking an adverse action, the user must provide a copy of the report to the consumer as well as the summary of consumer ’s rights (The user should receive this summary from the CRA.) A Section 615(a) adverse action notice should be sent after the adverse action is taken. • The user must disclose to the consumer that an investigative consumer report may be obtained. This must be done in a written disclosure that is mailed, or otherwise delivered, to the consumer at some time before or not later than three days after the date on which the report was first requested. The disclosure must include a statement informing the consumer of his or her right to request additional disclosures of the nature and scope of the investigation as described below, and the summary of consumer rights required by Section 609 of the FCRA. (The summary of consumer rights will be provided by the CRA that conducts the investigation.) • The user must certify to the CRA that the disclosures set forth above have been made and that the user will make the disclosure described below. • Upon the written request of a consumer made within a reasonable period of time after the disclosures required above, the user must make a complete disclosure of the nature and scope of the investigation. In addition, creditors and insurers may obtain certain consumer report information for the purpose of making “prescreened” unsolicited offers of credit or insurance. Section 604(c). The particular obligations of users of “prescreened” information are described in Section VII below. B. Users Must Provide Certifications Section 604(f) prohibits any person from obtaining a consumer report from a consumer reporting agency (CRA) unless the person has certified to the CRA the permissible purpose(s) for which the report is being obtained and certifies that the report will not be used for any other purpose. C. Users Must Notify Consumers When Adverse Actions Are Taken The term “adverse action” is defined very broadly by Section 603. “Adverse actions” include all business, credit, and employment actions affecting consumers that can be considered to have a negative impact as defined by Section 603(k) of the FCRA – such as denying or canceling credit or insurance, or denying employment or promotion. No adverse action occurs in a credit transaction where the creditor makes a counteroffer that is accepted by the consumer. 1. Adverse Actions Based on Information Obtained From a CRA If a user takes any type of adverse action as defined by the FCRA that is based at least in part on information contained in a consumer report, Section 615(a) requires the user to notify the consumer. The notification may be done in writing, orally, or by electronic means. It must include the following: 2. Adverse Actions Based on Information Obtained From Third Parties Who Are Not Consumer Reporting Agencies If a person denies (or increases the charge for) credit for personal, family, or household purposes based either wholly or partly upon information from a person other than a CRA, and the information is the type of consumer information covered by the FCRA, Section 615(b) (1) requires that the user clearly and accurately disclose to the consumer his or her right to be told the nature of the information that was relied upon if the consumer makes a written request within 60 days of notification. The user must provide the disclosure within a reasonable period of time following the consumer’s written request. 3. Adverse Actions Based on Information Obtained From Affiliates If a person takes an adverse action involving insurance, employment, or a credit transaction initiated by the consumer, based on information of the type covered by the FCRA, and this information was obtained from an entity affiliated with the user of the DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A information by common ownership or control, Section 615(b) (2) requires the user to notify the consumer of the adverse action. The notice must inform the consumer that he or she may obtain a disclosure of the nature of the information relied upon by making a written request within 60 days of receiving the adverse action notice. If the consumer makes such a request, the user must disclose the nature of the information not later than 30 days after receiving the request. If consumer report information is shared among affiliates and then used for an adverse action, the user must make an adverse action disclosure as set forth in I.C.1 above. D. Users Have Obligations When Fraud and Active Duty Military Alerts are in Files When a consumer has placed a fraud alert, including one relating to identify theft, or an active duty military alert with a nationwide consumer reporting agency as defined in Section 603(p) and resellers, Section 605A (h) imposes limitations on users of reports obtained from the consumer reporting agency in certain circumstances, including the establishment of a new credit plan and the issuance of additional credit cards. For initial fraud alerts and active duty alerts, the user must have reasonable policies and procedures in place to form a belief that the user knows the identity of the applicant or contact the consumer at a telephone number specified by the consumer; in the case of extended fraud alerts, the user must contact the consumer in accordance with the contact information provided in the consumer’s alert. E. Users Have Obligations When Notified of an Address Discrepancy Section 605(h) requires nationwide CRAs, as defined in Section 603(p), to notify users that request reports when the address for a consumer provided by the user in requesting the report is substantially different from the addresses in the consumer’s file. When this occurs, users must comply with regulations specifying the procedures to be followed. Federal regulations are available at www.consumerfinance.gov/learnmore. F. Users Have Obligations When Disposing of Records Section 628 requires that all users of consumer report information have in place procedures to properly dispose of records containing this information. Federal regulations are available at www.consumerfinance.gov/learnmore. II. CREDITORS MUST MAKE ADDITIONAL DISCLOSURES If a person uses a consumer report in connection with an application for, or a grant, extension, or provision of, credit to a consumer on material terms that are materially less favorable than the most favorable terms available to a substantial proportion of consumers from or through that person, based in whole or in part on a consumer report, the person must provide a risk-based pricing notice to the consumer in accordance with regulations prescribed by the CFPB. Section 609(g) requires a disclosure by all persons that make or arrange loans secured by residential real property (one to four units) and that use credit scores. These persons must provide credit scores and other information about credit scores to applicants, including the disclosure set forth in Section 609(g) (1) (D) (“Notice to the Home Loan Applicant”). III. OBLIGATIONS OF USERS WHEN CONSUMER REPORTS ARE OBTAINED FOR EMPLOYMENT PURPOSES A. Employment Other Than in the Trucking Industry If the information from a CRA is used for employment purposes, the user has specific duties, which are set forth in Section 604(b) of the FCRA. The user must: An adverse action notice also is required in employment situations if credit information (other than transactions and experience data) obtained from an affiliate is used to deny employment. Section 615(b) (2). The procedures for investigative consumer reports and employee misconduct investigations are set forth below. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A B. Employment in the Trucking Industry Special rules apply for truck drivers where the only interaction between the consumer and the potential employer is by mail, telephone, or computer. In this case, the consumer may provide consent orally or electronically, and an adverse action may be made orally, in writing, or electronically. The consumer may obtain a copy of any report relied upon by the trucking company by contacting the company. IV. OBLIGATIONS WHEN INVESTIGATIVE CONSUMER REPORTS ARE USED Investigative consumer reports are a special type of consumer report in which information about a consumer’s character, general reputation, personal characteristics, and mode of living is obtained through personal interviews by an entity or person that is a consumer reporting agency. Consumers who are the subjects of such reports are given special rights under the FCRA. If a user intends to obtain an investigative consumer report, Section 606 requires the following: • This must be made in a written statement that is mailed or otherwise delivered, to the consumer no later than five days after the date on which the request was received from the consumer or the report was first requested, whichever is later in time. • Information contained in a consumer ’s CRA file was used in connection with the transaction. • The consumer received the offer because he or she satisfied the criteria for credit worthiness or insurability used to screen for the offer. • Credit or insurance may not be extended if, after the consumer responds, it is determined that the consumer does not meet the criteria used for screening or any applicable criteria bearing on credit worthiness or insurability, or the consumer does not furnish required collateral. • The consumer may prohibit the use of information in his or her file in connection with future prescreened offers of credit or insurance by contacting the notification system established by the CRA that provided the report. The statement must include the address and toll-free telephone number of the appropriate notification system. • In addition, the CFPB has established the format, type size, and manner of the disclosure required by Section 615(d), with which users must comply. The relevant regulation is 12 CFR 1022.54. • Disclose the identity of the end-user to the source CRA. • Identify to the source CRA each permissible purpose for which the report will be furnished to the end-user. • Establish and follow reasonable procedures to ensure that reports are resold only for permissible purposes, including procedures to obtain: V. SPECIAL PROCEDURES FOR EMPLOYEE INVESTIGATIONS Section 603(y) provides special procedures for investigations of suspected misconduct by an employee or for compliance with Federal, state or local laws and regulations or the rules of a self-regulatory organization, and compliance with written policies of the employer. These investigations are not treated as consumer reports so long as the employer or its agent complies with the procedures set forth in Section 603(y), and a summary describing the nature and scope of the inquiry is made to the employee if an adverse action is taken based on the investigation. VI. OBLIGATIONS OF USERS OF MEDICAL INFORMATION Section 604(g) limits the use of medical information obtained from consumer reporting agencies (other than payment information that appears in a coded form that does not identify the medical provider). If the information is to be used for an insurance transaction, the consumer must give consent to the user of the report or the information must be coded. If the report is to be used for employment purposes – or in connection with a credit transaction (except as provided in regulations) the consumer must provide specific written consent and the medical information must be relevant. Any user who receives medical information shall not disclose the information to any other person (except where necessary to carry out the purpose for which the information was disclosed, or a permitted by statute, regulation, or order). VII. OBLIGATIONS OF USERS OF “PRESCREENED” LISTS The FCRA permits creditors and insurers to obtain limited consumer report information for use in connection with unsolicited offers of credit or insurance under certain circumstances. Sections 603(1), 604(c), 604(e), and 615(d). This practice is known as “prescreening” and typically involves obtaining from a CRA a list of consumers who meet certain pre- established criteria. If any person intends to use prescreened lists, that person must (1) before the offer is made, establish the criteria that will be relied upon to make the offer and to grant credit or insurance, and (2) maintain such criteria on file for a DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A three-year period beginning on the date on which the offer is made to each consumer. In addition, any user must provide with each written solicitation a clear and conspicuous statement that: VIII. OBLIGATIONS OF RESELLERS A. Disclosure and Certification Requirements Section 607(e) requires any person who obtains a consumer report for resale to take the following steps: • the identify of all end-users; • certifications from all users of each purpose for which reports will be used; and • certifications that reports will not be used for any purpose other than the purpose(s) specified to the reseller. Resellers must make reasonable efforts to verify this information before selling the report. B. Reinvestigations by Resellers Under Section 611(f), if a consumer disputes the accuracy or completeness of information in a report prepared by a reseller, the reseller must determine whether this is a result of an action or omission on its part and, if so, correct or delete the information. If not, the reseller must send the dispute to the source CRA for reinvestigation. When any CRA notifies the reseller of the results of an investigation, the reseller must immediately convey the information to the consumer. C. Fraud Alerts and Resellers Section 605A (f) requires resellers who receive fraud alerts or active duty alerts from another consumer reporting agency to include these in their reports. IX. LIABILITY FOR VIOLATIONS OF THE FCRA Failure to comply with the FCRA can result in state government or federal government enforcement actions, as well as private lawsuits. Sections 616, 617, and 621. In addition, any person who knowingly and willfully obtains a consumer report under false pretenses may face criminal prosecution. Section 619. The CFPB’s website, www.consumerfinance.gov/learnmore, has more information about the FCRA, including publications for businesses and the full text of the FCRA. Citations for FCRA sections in the U.S. Code, 15 U.S.C. § 1681 et seq.: Section 602 Section 603 15 U.S.C. 1681 15 U.S.C. 1681a Section 604 15 U.S.C. 1681b Section 605 15 U.S.C. 1681c Section 605A 15 U.S.C. 1681c-A Section 605B 15 U.S.C. 1681c-B Section 606 15 U.S.C. 1681d Section 607 15 U.S.C. 1681e Section 608 15 U.S.C. 1681f Section 609 15 U.S.C. 1681g Section 610 15 U.S.C. 1681h Section 611 15 U.S.C. 1681i Section 612 15 U.S.C. 1681j Section 613 15 U.S.C. 1681k Section 614 15 U.S.C. 1681l Section 615 15 U.S.C. 1681m Section 616 15 U.S.C. 1681n Section 617 15 U.S.C. 1681o DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Section 618 15 U.S.C. 1681p Section 619 15 U.S.C. 1681q Section 620 15 U.S.C. 1681r Section 621 15 U.S.C. 1681s Section 622 15 U.S.C. 1681s-1 Section 623 15 U.S.C. 1681s-2 Section 624 15 U.S.C. 1681t Section 625 15 U.S.C. 1681u Section 626 15 U.S.C. 1681v Section 627 15 U.S.C. 1681w Section 628 15 U.S.C. 1681x Section 629 15 U.S.C. 1681y DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Exhibit “C” Requirements for California and Vermont Users California Users: Provisions of the California Consumer Credit Reporting Agencies Act, as amended effective July 1, 1998, will impact the provision of consumer reports to Subscriber under the following circumstances: (a) if Subscriber is a “retail seller” (defined in part by California law as “a person engaged in the business of selling goods or services to retail buyers”) and is selling to a “retail buyer” (defined as “a person who buys goods or obtains services from a retail seller in a retail installment sale and not principally for purpose of resale”) and a consumer about whom Subscriber is inquiring is applying, (b) in person and (c) for credit. Under the foregoing circumstances, ONLINE, before delivering a Consumer Report to Subscriber, must match at least three (3) items of a consumer’s identification within the file maintained by the Data Providers with the information provided to Data Provider ’s via ONLINE by Subscriber in connection with the in-person credit transaction. Compliance with this law further includes Subscriber ’s inspection of the photo identification of each consumer who applies for in-person credit, mailing extensions of credit to consumer responding to a mail solicitation at a specified address, taking special actions regarding a consumer’s presentment of a police report regarding fraud, and acknowledging consumer demands for reinvestigations within certain time frames. If Subscriber is a “retail seller,” Subscriber certifies that it will instruct its employees to inspect a photo identification of the consumer at the time an application is submitted in person. If Subscriber is not currently, but subsequently becomes a “retail seller,” Subscriber agrees to provide written notice to ONLINE prior to ordering Consumer Reports in connection with an in- person credit transaction, and agrees to comply with the requirements of the California law as outlined in this Attachment, and with the specific certifications set forth herein. Subscriber certifies that, as a “retail seller,” it will either (a) acquire a new Subscriber number for use in processing Consumer Report inquiries that result from in-person credit applications covered by California law, with the understanding that all inquiries using this new Subscriber number will require that Subscriber supply at least three items of identifying information from the applicant; or (b) contact ONLINE sales representative to ensure that Subscriber ’s existing Subscriber number is properly coded for these transactions. ____________________________________________________________________________________ Vermont Users: Subscriber acknowledges that it subscribes to receive various information services from ONLINE, Inc. in accordance with the Vermont Fair Credit Reporting Statute, 9 V.S.A. §2480e (1999), as amended (the “VFCRA”) and the Federal Fair Credit Reporting Act, 15, U.S.C. 1681 et. Seq., as amended (the “FCRA”) and its other state law counterparts. In connection with Subscriber ’s continued use of ONLINE Services in relation to Vermont consumers, Subscriber herby certifies as follows: Vermont Certification. Subscriber certifies that it will comply with the applicable provisions under Vermont law. In particular, Subscriber certifies that it will order certain information relating to Vermont residents, that are Consumer Reports as defined by the VFCRA, only after Subscriber has received prior consumer consent in accordance with the VFCRA § 2480e and applicable Vermont Rules. Subscriber further certifies that the attached copy § 2480e of the Vermont Fair Credit Reporting Statute was received from ONLINE. ____________________________________________________________________________________ Vermont Fair Credit Reporting Statute, 9 V.S.A § 2480e (1999) § 2480e. Consumer consent • A person shall not obtain the credit report of a consumer unless: • Consumer consent required pursuant to 9 V.S.A. §§ 2480e and 2480g shall be deemed to have been obtained in writing if, after a clear and adequate written disclosure of the circumstances under which a credit report or credit reports DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A may be obtained and the purposes for which the credit report or credit reports may be obtained, the consumer indicates his or her consent by providing his or her signature. (1) the report is obtained in response to the order of a court having jurisdiction to issue such an order; or (2) the person has secured the consent of the consumer, and the report is used for the purpose consented to by the consumer. (b)Credit reporting agencies shall adopt reasonable procedures to assure maximum possible compliance with the subsection (a) of this section (c) Nothing in this section shall be construed to affect: (1) the ability of a person who has secured the consent of the consumer pursuant to subdivision (a) (2) of this section to include in his or her request to the consumer permission to also obtain credit reports, in connection with the same transaction or extension of credit, for the purpose of reviewing the account, increasing the credit line on the account, for the purpose of taking collection action on the account, or for other legitimate purposes associated with the account; and • the use of credit information for the purpose of prescreening, as defined and permitted from time to time by the Federal Trade Commission. ____________________________________________________________________________________ VERMONT RULES *** CURRENT THROUGH JUNE 1999 *** AGENCY 06. OFFICE OF THE ATTORNEY GENERAL SUB-AGENCY 031. CONSUMER PROTECTION DIVISION CHAPTER 012. Consumer Fraud—Fair Credit Reporting RULE CF 112 FAIR CREDIT REPORTING CVR 06-031-012, CF 112.03 (1999) CF 112.03 CONSUMER CONSENT (a)A person required to obtain consumer consent pursuant to 9 V.S.A. §§ 2480e and 2480g shall obtain said consent in writing if the consumer has made a written application or written request for credit, insurance, employment, housing or governmental benefit. If the consumer has applied for or requested credit, insurance, employment, housing or governmental benefit in a manner other than in writing, then the person required to obtain consumer consent pursuant to 9 V.S.A. §§2480e and 2480g shall obtain said consent in writing or in the same manner in which the consumer made the application or request. The terms of this rule apply whether the consumer or the person required to obtain consumer consent initiates the transaction. (c)The fact that a clear and adequate written consent form is signed by the consumer after the consumer ’s credit report has been obtained pursuant to some other form of consent shall not affect the validity of the earlier consent. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Exhibit “D” All furnishers of information to consumer reporting agencies must comply with all applicable regulations. Information about applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau’s website, www.consumerfinance.gov/learnmore. NOTICE TO FURNISHERS OF INFORMATION: OBLIGATIONS OF FURNISHERS UNDER THE FCRA The federal Fair Credit Reporting Act (FCRA), 15 U.S.C. § 1681-1681y, imposes responsibilities on all persons who furnish information to consumer reporting agencies (CRAs). These responsibilities are found in Section 623 of the FCRA, 15 U.S.C. § 1681s-2. State law may impose additional requirements on furnishers. All furnishers of information to CRAs should become familiar with the applicable laws and may want to consult with their counsel to ensure that they are in compliance. The text of the FCRA is available at the website of the Consumer Financial Protection Bureau (CFPB): www.consumerfinance.gov/learnmore. A list of the sections of the FCRA cross-referenced to the U.S. Code is at the end of this document. Section 623 imposes the following duties upon furnishers: Accuracy Guidelines The FCRA requires furnishers to comply with federal guidelines and regulations dealing with the accuracy of information provided to CRAs by furnishers. Federal regulations and guidelines are available at www.consumerfinance.gov/learnmore. Section 623(e). General Prohibition on Reporting Inaccurate Information The FCRA prohibits information furnishers from providing information to a CRA that they know or have reasonable cause to believe is inaccurate. However, the furnisher is not subject to this general prohibition if it clearly and conspicuously specifies an address to which consumers may write to notify the furnisher that certain information is inaccurate. Sections 623(a) (1) (A) and (a) (1) (C). Duty to Correct and Update Information If at any time a person who regularly and in the ordinary course of business furnishes information to one or more CRAs determines that the information provided is not complete or accurate, the furnisher must promptly provide complete and accurate information to the CRA. In addition, the furnisher must notify all CRAs that received the information of any corrections, and must thereafter report only the complete and accurate information. Section 623(a) (2). Duties After Notice of Dispute from Consumer If a consumer notifies a furnisher, at an address specified by the furnisher for such notices, that specific information is inaccurate, and the information is, in fact, inaccurate, the furnisher must thereafter report the correct information to CRAs. Section 623(a) (1) (B). If a consumer notifies a furnisher that the consumer disputes the completeness or accuracy of any information reported by the furnisher, the furnisher may not subsequently report that information to a CRA without providing notice of the dispute. Section 623(a) (3). Furnishers must comply with federal regulations that identify when an information furnisher must investigate a dispute made directly to the furnisher by a consumer. Under these regulations, furnishers must complete an investigation within 30 days (or 45 days, if the consumer later provides relevant additional information) unless the dispute is frivolous or irrelevant or comes from a DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A “credit repair organization.” Section 623(a) (8). Federal regulations are available at www.consumerfinance.gov/learnmore. Section 623(a) (8). Duties After Notice of Dispute from Consumer Reporting Agency If a CRA notifies a furnisher that a consumer disputes the completeness or accuracy of information provided by the furnisher, the furnisher has a duty to follow certain procedures. The furnisher must: • Conduct an investigation and review all relevant information provided by the CRA, including information given to the CRA by the consumer. Sections 623(b) (1) (A) and (b) (1) (B). • Report the results to the CRA that referred the dispute, and, if the investigation establishes that the information was, in fact, incomplete or inaccurate, report the results to all CRAs to which the furnisher provided the information that compile and maintain files on a nationwide basis. Sections 623(b) (1) (C) and (b) (1) (D). • Complete the above steps within 30 days from the date the CRA receives the dispute (or 45 days, if the consumer later provides relevant additional information to the CRA). Section 623(b) (2). • Promptly modify or delete the information, or block its reporting. Section 623(b) (1) (E). Duty to Report Voluntary Closing of Credit Accounts If a consumer voluntarily closes a credit account, any person who regularly and in the ordinary course of business furnished information to one or more CRAs must report this fact when it provides information to CRAs for the time period in which the account was closed. Section 623(a) (4). Duty to Report Dates of Delinquencies If a furnisher reports information concerning a delinquent account placed for collection, charged to profit or loss, or subject to any similar action, the furnisher must, within 90 days after reporting the information, provide the CRA with the month and the year of the commencement of the delinquency that immediately preceded the action, so that the agency will know how long to keep the information in the consumer’s file. Section 623(a) (5). Any person, such as a debt collector, that has acquired or is responsible for collecting delinquent accounts and that reports information to CRAs may comply with the requirements of Section 623(a)(5) (until there is a consumer dispute) by reporting the same delinquency date previously reported by the creditor. If the creditor did not report this date, they may comply with the FCRA by establishing reasonable procedures to obtain and report delinquency dates, or, if a delinquency date cannot be reasonably obtained, by following reasonable procedures to ensure that the date reported precedes the date when the account was placed for collection, charged to profit or loss, or subjected to any similar action. Section 623(a) (5). Duties of Financial Institutions When Reporting Negative Information Financial institutions that furnish information to “nationwide” consumer reporting agencies, as defined in Section 603(p), must notify consumers in writing if they may furnish or have furnished negative information to a CRA. Section 623(a) (7). The CFPB has prescribed model disclosures, 12 CFR Part 1022, App. B. Duties When Furnishing Medical Information A furnisher whose primary business is providing medical services, products, or devices (and such furnisher ’s agents or assignees) is a medical information furnisher for the purposes of the FCRA and must notify all CRAs to which it reports of this fact. Section 623(a) (9). This notice will enable CRAs to comply with their duties under Section 604(g) when reporting medical information. Duties when ID Theft Occurs DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A All furnishers must have in place reasonable procedures to respond to notifications from CRAs that information furnished is the result of identity theft, and to prevent refurnishing the information in the future. A furnisher may not furnish information that a consumer has identified as resulting from identity theft unless the furnisher subsequently knows or is informed by the consumer that the information is correct. Section 623(a) (6). If a furnisher learns that it has furnished inaccurate information due to identity theft, it must notify each CRA of the correct information and must thereafter report only complete and accurate information. Section 623(a) (2). When any furnisher of information is notified pursuant to the procedures set forth in Section 605B that a debt has resulted from identity theft, the furnisher may not sell, transfer, or place for collection the debt except in certain limited circumstances. Section 615(f). The CFPB’s website, www.consumerfinance.gov/learnmore, has more information about the FCRA, including publications for businesses and the full text of the FCRA. Citations for FCRA sections in the U.S. Code, 15 U.S.C. § 1681 et seq.: Section 602 15 U.S.C. 1681 Section 615 15 U.S.C. 1681m Section 603 15 U.S.C. 1681a Section 616 15 U.S.C. 1681n Section 604 15 U.S.C. 1681b Section 617 15 U.S.C. 1681o Section 605 15 U.S.C. 1681c Section 618 15 U.S.C. 1681p Section 605A 15 U.S.C. 1681c-A Section 619 15 U.S.C. 1681q Section 605B 15 U.S.C. 1681c-B Section 620 15 U.S.C. 1681r Section 606 15 U.S.C. 1681d Section 621 15 U.S.C. 1681s Section 607 15 U.S.C. 1681e Section 622 15 U.S.C. 1681s-1 Section 608 15 U.S.C. 1681f Section 623 15 U.S.C. 1681s-2 Section 609 15 U.S.C. 1681g Section 624 15 U.S.C. 1681t Section 610 15 U.S.C. 1681h Section 625 15 U.S.C. 1681u Section 611 15 U.S.C. 1681i Section 626 15 U.S.C. 1681v Section 612 15 U.S.C. 1681j Section 627 15 U.S.C. 1681w Section 613 15 U.S.C. 1681k Section 628 15 U.S.C. 1681x Section 614 15 U.S.C. 1681l Section 629 15 U.S.C. 1681y DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Exhibit “E” ONLINE's Security Requirements The security requirements included in this document represent the minimum security requirements acceptable to ONLINE and its suppliers and are intended to ensure that a Third Party (i.e., Supplier, Reseller, Service Provider, end-user client, or any other organization engaging with ONLINE) has appropriate controls in place to protect information and systems, including any information that it receives, processes, transfers, transmits, stores, delivers, and / or otherwise accesses on behalf of ONLINE and its suppliers. DEFINITIONS "ONLINE Information” means ONLINE's and its suppliers' highly sensitive information including, by way of example and not limitation, data, databases, application software, software documentation, supporting process documents, operation process and procedures documentation, test plans, test cases, test scenarios, cyber incident reports, consumer information, financial records, employee records, and information about potential acquisitions, and such other information that is similar in nature or as mutually agreed in writing, the disclosure, alteration or destruction of which would cause serious damage to ONLINE’s and its suppliers' reputation, valuation, and / or provide a competitive disadvantage to ONLINE and its suppliers. “Resource” means all Third-Party devices, including but not limited to laptops, PCs, routers, servers, and other computer systems that store, process, transfer, transmit, deliver, or otherwise access ONLINE Information. 1. Information Security Policies and Governance Third Party shall have Information Security policies and procedures in place that are consistent with the practices described in an industry standard, such as ISO 27002 and / or this Security Requirements document, which is aligned to ONLINE’s Information Security policy. 2. Vulnerability Management Firewalls, routers, servers, PCs, and all other resources managed by Third Party (including physical, on-premise or cloud hosted infrastructure) will be kept current with appropriate security specific system patches. Third Party will perform regular penetration tests to further assess the security of systems and resources. Third Party will use end-point computer malware detection / scanning services and procedures. 3. Logging and Monitoring Logging mechanisms will be in place sufficient to identify security incidents, establish individual accountability, and reconstruct events. Audit logs will be retained in a protected state (i.e., encrypted, or locked) with a process for periodic review. 4. Network Security Third Party will use security measures, including anti-virus software, to protect communications systems and networks device to reduce the risk of infiltration, hacking, access penetration by, or exposure to, an unauthorized third-party. 5. Data Security Third Party will use security measures, including encryption, to protect ONLINE provided data in storage and in transit to reduce the risk of exposure to unauthorized parties. 6. Remote Access Connection Authorization All remote access connections to Third Party internal networks and / or computer systems will require authorization with access control at the point of entry using multi-factor authentication. Such access will use secure channels, such as a Virtual Private Network (VPN). 7. Incident Response Processes and procedures will be established for responding to security violations and unusual or suspicious events and incidents. Third Party will report actual or suspected security violations or incidents that may affect ONLINE and / or its data suppliers to ONLINE within twenty-four (24) hours of Third Party’s confirmation of such violation or incident. 8. Identification, Authentication and Authorization Each user of any Resource will have a uniquely assigned user ID to enable individual authentication and accountability. Access to privileged accounts will be restricted to those people who administer the Resource and individual accountability will be maintained. All default passwords (such as those from hardware or software vendors) will be changed immediately upon receipt. 9. User Passwords and Accounts DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A All passwords will remain confidential and use ‘strong’ passwords that expire after a maximum of 90 calendar days. Accounts will automatically lockout after five (5) consecutive failed login attempts. 10. Training and Awareness Third Party shall require all Third-Party personnel to participate in information security training and awareness sessions at least annually and establish proof of learning for all personnel. 11. ONLINE’s Right to Audit Third Party shall be subject to remote and / or onsite assessments of its information security controls and compliance with these Security Requirements. 12. Bulk Email Communicationsinto ONLINE Third party will not “bulk email” communications to multiple ONLINE employees without the prior written approval of ONLINE. Third party shall seek authorization via their ONLINE Relationship Owner in advance of any such campaign. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Exhibit “F” Death Master File Access Requirements Subscriber agrees that based on its use of the Services that it may receive information for the Social Security Administrations Death Master File (DMF). Subscriber hereby warrants and agrees to the following requirements as users of the DMF. A.  Subscriber agrees to restrict Subscriber's use of deceased flags or other indicia with ONLINE's Serv ices to legitimate fraud prevention or business purposes in compliance with applicable laws, rules and regulations and consistent with Subscriber's applicable Fair Credit Reporting Act (15 U.S.C. §1681 et seq.) or Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.) use. B.  Subscriber certifies it will not take any adverse action against any conusmer without further investigation to verify the information from teh deceased flags orther indicia with ONLINE's Services. C.  Subscriber has systems, facilities, and procedures in a place to safeguard the accessed informaiton; experience in maintaining the confidentiality, securityand appropriate useof the accessed information, pursuant to requirements similar to the requirements of section 6103 (p)(4) of the Internal Revenue Code of 1986; and agrees to satisfy the requirements of such section 6103(p)(4) as if such section applied to Subscriber; and Subscriber shall not disclose information derived from the DMF to the consumer or any third party, unless clearly required by law. D. Subscriber acknowledges that failure to comply with the provisions above may subject Subscriber to penalties under 15 CFR 1110.200 of $1,000 for each disclosure or use, up to a maximum of $250,000 in penalties per calendar year. E. Subscriber shall indemnify and hold harmless the TransUnion and the U.S. Government/NTIS from all claims, demands, damages, expenses, and losses, whether sounding in tort, contract or otherwise, arising from or in connection with End User’s, or End User’s employees, contractors, or subcontractors, use of the DMF. This provision shall survive termination of the Agreement and will include any and all claims or liabilities arising from intellectual property rights. F. Neither the Data Providers nor the U.S. Government/NTIS (a) make any warranty, express or implied, with respect to information provided under this Section of the Policy, including, but not limited to, implied warranties of merchantability and fitness for any particular use; (b) assume any liability for any direct, indirect or consequential damages flowing from any use of any part of the DMF, including infringement of third party intellectual property rights; and (c) assume any liability for any errors or omissions in the DMF. The DMF does have inaccuracies and NTIS and the Social Security Administration (SSA), which provides the DMF to NTIS, does not guarantee the accuracy of the DMF. SSA does not have a death record for all deceased persons. Therefore, the absence of a particular person on the DMF is not proof that the individual is alive. Further, in rare instances, it is possible for the records of a person who is not deceased to be included erroneously in the DMF. G. If an individual claims that SSA has incorrectly listed someone as deceased (or has incorrect dates/data on the DMF), the individual should be told to contact to their local Social Security office (with proof) to have the error corrected. The local Social Security office will: a. Make the correction to the main NUMIDENT file at SSA and give the individual a verification document of SSA’s current records to use to show any company, recipient/purchaser of the DMF that has the error; OR, Find that SSA already has the correct information on the main NUMIDENT file and DMF (probably corrected sometime prior), and give the individual a verification document of SSA’s records to use to show to any company subscriber/ purchaser of the DMF that had the error.  DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 08/07/2023 Sentinel Risk Advisors LLC 4700 Six Forks Road Suite 200 Raleigh NC 27609 Kristin Lane (919) 926-4623 (919) 926-4664 klane@sentinelra.com ONLINE Information Services, Inc P.O. Box 1489 Winterville NC 28590 Evanston Insurance Co 35378 CL235115944 A Professional Errors & Omissions MKLV4PEO001823 05/01/2023 05/01/2024 Each Claim $5,000,000 Aggregate $5,000,000 Deductible $50,000 Crime Policy # 107400784 Travelers Casualty and Surety Company of America Policy Term: 03/09/2023 - 03/09/2024 $5,000,000 Limit, $50,000 Retention - Travelers Casualty and Surety Company of America NAIC #31194 Orange County Housing Authority PO Box 8181, 300 W. Tryon St. Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/6/2023 Olivier VanDyk Insurance Agency,Inc 4242 Six Forks Rd.,Ste.820 Raleigh NC 27609 336-268-8988 License#:0007645 AmTrust Insurance Company 15954 ONLIINF-01 Vantage Risk Specialty Insurance ComanyOnlineInformationServices,Inc. 685 West Fire Tower Rd. Winterville NC 28590 1462806447 A B Cyber Liability Excess Cyber Liability AES1231963-00 P03CY0000035340 5/1/2023 5/1/2023 5/1/2024 5/1/2024 Network Security Network Security Retention 5,000,000 5,000,000 50,000 Orange County Housing Authority PO Box 8181 300 W.Tryon St. Hillsborough NC 27278 DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 8/4/2023 (252) 317-0910 2005 (252) 756-9092 14990 Online Information Services, Inc PO Box 1489 Winterville, NC 28590 10166 A 1,000,000 CX9 0666934 9/14/2022 9/14/2023 100,000 5,000 0 2,000,000 2,000,000 X No Deductible 1,000,000A AU90666934 9/14/2022 9/14/2023 5,000,000A UL9 0666934 9/14/2022 9/14/2023 5,000,000 10,000 B 100017367 3/31/2023 3/31/2024 1,000,000 Y 1,000,000 1,000,000 Orange County Housing Authority PO Box 8181 300 W. Tryon St. Hillsborough, NC 27278 ONLIINF-01 DJSHOPSH Towne Insurance Agency, LLC 105 E. Arlington Blvd Suite B & C Greenville, NC 27858 Coral B. Cooper, CISR, CWCS ccooper@towneinsurance.com Pennsylvania National Mutual Casualty Insurance Company Accident Fund Insurance Company of America X X X X X X X X X DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Revised 04/23 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: ONLINE Information Services, Inc. Vendor Contact Person: Brenda Walters Phone: 252-754- 1643 Address: PO Box 1489 City Winterville State: NC Zip: 28590 Department: Housing Amount: $12,000.00 Purpose: Employment Verification service Budget Code(s): 33480020-630000 Vendor # Not yet set up Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 10/1/23 End Date 9/30/24 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Blake Rosser, HCV Manager Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency o f 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 All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 9/24/2023 9/26/2023 10/5/2023 10/5/2023 10/9/2023 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 9/27/2023 Olivier VanDyk Insurance Agency,Inc 4242 Six Forks Rd.,Ste.820 Raleigh NC 27609 336-268-8988 License#:0007645 AmTrust Insurance Company 15954 ONLIINF-01 Vantage Risk Specialty Insurance ComanyOnlineInformationServices,Inc. 685 West Fire Tower Rd. Winterville NC 28590 1704303866 A B Cyber Liability Excess Cyber Liability Y AES1231963-00 P03CY0000035340 5/1/2023 5/1/2023 5/1/2024 5/1/2024 Network Security Network Security Retention 5,000,000 5,000,000 50,000 Orange County,its officers,agents,employees,and others required by contract are additional insured per the attached. Orange County 300 West Tryon Street P.O.Box 8181 Hillsborough NC 27278 DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Grand Rapids | Raleigh | Pittsburgh 616.454.0800 | 2780 44th St SW, Wyoming, MI 49519 | ovdinsurance.com Please note our procedures with regards to certificates of insurance: The presence of Additional Insured (including blanket versions) and/or Waiver of Subrogation endorsements or policy language is denoted by a “Y” in the appropriate column on the certificate. In accordance with the ACORD 25 Certificate Forms Instruction Guide and in keeping with the directive set forth by the Department of Insurance, the Description of Operations box will be used exclusively for the purpose prescribed on the form (description of operations, insured locations, and insured vehicles, as applicable). The ACORD 101 form is designed as an extension of the ACORD 25 Description of Operations box and is similarly restricted in its use. If you require any endorsements or 30-day notice of cancellation forms related to information denoted on the form, we will attach the corresponding endorsements which follow this letter. Some forms are immediately available to send to you while others will become available when issued by the insurance company, generally within 30 days, and are available by request. Our insurance agency is unfortunately unable to comply with any request to issue a certificate that does not conform to Department of Insurance laws and regulations. We have instead provided you with a lawful certificate that provides a courtesy summary of the referenced policy's terms, limits, and conditions. As a result of recent legislative actions, state laws now explicitly address certificates of insurance for property and casualty coverage that do not accurately reflect the terms of the referenced policy. (Reference: Michigan Chapter 22A of Insurance Code 500.2270-227731, Pennsylvania Code Chapter 89b relating to property and casualty filing and form, North Carolina General Statute §58-3-150a). These statutes and regulations, amongst others, expressly prohibit our business from: • Issuing or delivering a certificate of insurance that alters, amends, or extends the coverage provided by an insurance policy referred to in the certificate; or • Preparing or issuing a certificate that contains false or misleading information concerning an insurance policy. This also applies to those who request certificates. Specifically, it prohibits any person from demanding or requiring the issuance of a certificate from an insurer, insurance producer, or policyholder that contains false or misleading information concerning an insurance policy referred to in the certificate. These regulations provide administrative and civil remedies for violations, some as high as $500 per violation, and increasing to $2,500 per violation when a person knows or should have known that they were in violation of these new requirements. Our business takes its legal obligations very seriously, and we appreciate your understanding of the limitations imposed on our agency by these statutory requirements. However, if you continue to request or demand the issuance of an insurance certificate that does not conform to the requirements of your state law or any other document that misrepresents the terms, limits, or conditions of an insurance policy, we may report your actions to your state Department of Insurance and Financial Services. While we are barred from responding to your request for coverage language in the “Description of Operations” box, we encourage you to contact us if you have any questions about the certificate of insurance that you have been provided or any other matter. Thank you for your cooperation. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYDECS 0122 AmTrustCyber DECLARATIONS PAGE COVERAGE FOR THE INSURED’S DIRECT LOSS APPLIES SOLELY TO INCIDENTS OR EVENTS FIRST DISCOVERED BY THE INSURED DURING THE POLICY PERIOD AND REPORTED TO THE INSURER IN ACCORDANCE WITH THE TERMS OF THIS POLICY. COVERAGE FOR CLAIMS BROUGHT AGAINST THE INSURED APPLIES SOLELY TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD OR EXTENDED DISCOVERY PERIOD AND REPORTED TO THE INSURER IN ACCORDANCE WITH THE TERMS OF THIS POLICY. DEFENSE COSTS ARE PART OF AND NOT IN ADDITION TO THE AGGREGATE LIMIT OF LIABILITY. THE AGGREGATE LIMIT OF LIABILITY AVAILABLE TO PAY LOSS AND THE RETENTION SHALL BE REDUCED AND MAY BE EXHAUSTED BY THE PAYMENT OF DEFENSE COSTS. THE INSURER SHALL NOT BE LIABLE FOR DEFENSE COSTS OR THE AMOUNT OF ANY LOSS AFTER THE AGGREGATE LIMIT OF LIABILITY HAS BEEN EXHAUSTED. POLICY NUMBER: AES1231963-00 PRODUCER: R-T Specialty - New York City 1166 Avenue of the Americas, 18th Floor New York, NY 10036 ITEM 1. POLICYHOLDER Policyholder: Online Information Services, Inc. Policyholder Address: 685 W. Fire Tower Rd Winterville, NC 28590 ITEM 2. POLICY PERIOD Effective Date: 5/1/2023 Expiration date: 5/1/2024 Both at 12:01am standard time at the Policyholder’s address ITEM 3. PREMIUM Premium: $ ITEM 4. EXTENDED DISCOVERY PERIOD Extended Discovery Period: 12 months Extended Discovery Period Premium: 100% ITEM 5. CONTINUITY DATE & CHOICE OF LAW Continuity Date: 5/1/2023 Choice of Law: New York The insurance company with which this coverage has been placed is not licensed by the State of North Carolina and is not subject to its supervision. In the event of the insolvency of the insurance company, losses under this policy will not be paid by any State insurance guaranty or solvency fund. Surplus Lines Licensee: Kieran Dempsey DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYDECS 0122 ITEM 6. NOTICE OF CLAIM, LOSS OR CIRCUMSTANCE Email Address: amtrustcyberclaims@amtrustgroup.com Mailing Address: 400 Executive Boulevard, 4th Floor Southington, CT 06489 Attn: AmTrustCyber Claims Department ITEM 7. LIMITS Aggregate Limit of Liability: $5,000,000 Business Interruption Waiting Period:8 Hours Business Interruption from Suppliers Waiting Period: 8 Hours Business Interruption Period of Restoration:180 Days Business Interruption from Suppliers Period of Restoration: 180 Days COVERAGE FOR THE INSURED’S DIRECT LOSS LIMIT OF COVERAGE RETENTION Ransom Payment:$5,000,000 $50,000 Data and System Recovery:$5,000,000 $50,000 Bricking Costs:$5,000,000 $50,000 Business Interruption:$5,000,000 $50,000 Business Interruption from Suppliers:$5,000,000 $50,000 Reputation Harm:$5,000,000 $50,000 Cyber Event:$5,000,000 $50,000 Cyber Deception:$250,000 $50,000 Proof of Loss:$250,000 $50,000 Cryptojacking:$2,500,000 $50,000 COVERAGE FOR CLAIMS BROUGHT AGAINST THE INSURED LIMIT OF COVERAGE RETENTION Privacy and Network Security:$5,000,000 $50,000 Regulatory Fines and Penalties:$5,000,000 $50,000 Payment Card:$5,000,000 $50,000 Media:$5,000,000 $50,000 DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYDECS 0122 ITEM 8. ENDORSEMENTS 1.CYS 0122 AmTrustCyber Policy 2.CYDECS 0122 AmTrustCyber Declarations Page 3.CY990012 0321 CAP ON LOSSES FROM CERITIFIED ACTS OF TERRORISM AND DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT 4.IL P 001 01 04 (OFAC) Advisory Notice to Policyholders 5.SURPLUS NC Surplus Lines Endorsement 6.NMA 1590 Nuclear Incident Exclusion Clause 7.CY330043 1222 Premium Payment and Termination Endorsement 8.CY330057 0323 Invoice Manipulation 9.CY330059 0323 Amend Authentication Endorsement 10.CY330066 0423 Amend Legislative Exclusion SUBJECTIVITIES DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 1 COVERAGE FOR THE INSURED’S DIRECT LOSS APPLIES SOLELY TO INCIDENTS OR EVENTS FIRST DISCOVERED BY THE INSURED DURING THE POLICY PERIOD AND REPORTED TO THE INSURER IN ACCORDANCE WITH THE TERMS OF THIS POLICY. COVERAGE FOR CLAIMS BROUGHT AGAINST THE INSURED APPLIES SOLELY TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD OR EXTENDED DISCOVERY PERIOD AND REPORTED TO THE INSURER IN ACCORDANCE WITH THE TERMS OF THIS POLICY. DEFENSE COSTS ARE PART OF AND NOT IN ADDITION TO THE AGGREGATE LIMIT OF LIABILITY. THE AGGREGATE LIMIT OF LIABILITY AVAILABLE TO PAY LOSS AND THE RETENTION SHALL BE REDUCED AND MAY BE EXHAUSTED BY THE PAYMENT OF DEFENSE COSTS. THE INSURER SHALL NOT BE LIABLE FOR DEFENSE COSTS OR THE AMOUNT OF ANY LOSS AFTER THE AGGREGATE LIMIT OF LIABILITY HAS BEEN EXHAUSTED. In consideration of the payment of the premium, in reliance upon the information provided to the Insurer, and subject to the Aggregate Limit of Liability and applicable Retention, exclusions, conditions, and other terms of this Policy, the Insurer and Company agree as follows: COVERAGE FOR THE INSURED’S DIRECT LOSS The Insurer will indemnify the Company for any of the following first Discovered during the Policy Period: Ransom Payment Ransom Payments incurred by the Company directly resulting from a Ransom Threat. Data and System Recovery Data and System Recovery Costs and Bricking Costs incurred by the Company directly resulting from a Cyber Event. Business Interruption Business Interruption Loss, including Extra Expense, incurred by the Company during the Period of Restoration because of a Business Interruption directly resulting from a Business Interruption Event. Business Interruption from Suppliers Supplier Interruption Loss, including Extra Expense, incurred by the Company during the Period of Restoration because of a Business Interruption directly resulting from a Supplier Interruption Event. Reputation Harm Reputation Loss incurred by the Company during the Reputation Period because of a Reputation Event directly resulting from a Cyber Event or Ransom Threat. Cyber Event Cyber Event Costs directly resulting from a Cyber Event. Cyber Deception The Company’s loss of Money or Securities directly resulting from a Cyber Deception. Proof of Loss DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 2 Any reasonable and necessary costs for an Expert to determine the amount and the extent of any covered Business Interruption Loss, Data and System Recovery Costs, Supplier Interruption Loss, Extra Expense, and Reputation Loss. Cryptojacking The Company’s loss of Money directly resulting from Cryptojacking. COVERAGE FOR CLAIMS BROUGHT AGAINST THE INSURED Privacy and Network Security The Insurer will pay on behalf of the Insured any Damages and Defense Costs arising from a Liability Claim first made against an Insured during the Policy Period for any Cyber Event. Regulatory Fines & Penalties The Insurer will pay on behalf of the Insured any Fines and Penalties and Defense Costs arising from a Regulatory Claim first made against an Insured during the Policy Period in response to any Cyber Event. Payment Card The Insurer will pay on behalf of the Insured any PCI Payments, PCI Investigation Costs and Defense Costs arising from a PCI Claim first made against an Insured during the Policy Period for a PCI Wrongful Act that results from a Cyber Event. Media The Insurer will pay on behalf of the Insured any Damages and Defense Costs arising from a Liability Claim first made against an Insured during the Policy Period for a Media Wrongful Act. DEFINITIONS In this Policy the terms listed below will be defined as follows: Additional Insured means any person or entity that the Company has agreed in writing to add as an Additional Insured under this Policy prior to the commission of any act for which such person or entity would be provided coverage under this Policy, but only to the extent the Company would have been liable and coverage would have been affected under the terms and conditions of this Policy had such Claim been made against the Company. Aggregate Limit of Liability means the applicable amount specified as such in Item 7. of the Declarations. Assumed Under Contract means any liability assumed by the Company in the form of a hold harmless or indemnity agreement executed with any Third Party prior to an incident or event giving rise to a Liability Claim. Bricking Costs means costs to replace any component of a Company Computer System upon which electronic data of the Company was stored that is no longer functional as a direct result of a Cyber Attack. For purposes of this definition, a Company Computer System or its components will be deemed no longer functional if they cannot be restored to functionality after reasonable efforts have been made, or if it would be commercially unreasonable to incur costs to restore functionality. The cost to replace all or part of a Company Computer System and its components will be determined using the cost to replace items with functionally equivalent items. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 3 Bricking Costs does not mean costs and expenses to replace any industrial machinery, assets or equipment or any component thereof including, without limitation, any physical devices used in manufacturing, logistics, warehousing, refurbishment or construction. Business Interruption means the complete or partial interruption or the slowdown of the operations of a Company for a period of time that exceeds the applicable Waiting Period. Business Interruption Event means any: (A)Cyber Attack; (B)Unplanned Failure; (C) voluntary and intentional shutdown or interruption of any Company Computer System by the Company, but only to the extent necessary to limit the loss or damage resulting from a Cyber Event upon or failure of any Company Computer System that would otherwise be incurred by the Company; or (D) intentional shutdown or interruption by the Company of any Company Computer System as expressly required by any Regulator as a result of a Cyber Event. Business Interruption Loss means any Loss of Profit sustained by the Company and Extra Expense. Business Interruption Loss will not include any: (1) loss resulting from the suspension, cancellation, or lapse of any lease, contract, license or orders; (2) liabilities to any Third Party; (3) legal expenses or costs; (4) consequential loss or loss incurred as a result of unfavorable business conditions; (5)Data and System Recovery Costs; (6)Supplier Interruption Loss; or (7)Ransom Payment. Claim means any: (A)Liability Claim; (B)PCI Claim; or (C)Regulatory Claim. Multiple Claims arising from Related Events will be considered a single Claim for purposes of this Policy and will be deemed made at the time of the first such Claim. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 4 Company means the Policyholder and any Subsidiary. Company Computer System means any Computer System under the operation or control of, and either owned or leased by, a Company. Computer System means any hardware, software, and firmware used to provide or host computer application services to: (A) create, manage, automate, integrate, interpret, control, process, eliminate, modify, store, retrieve, secure or exchange information; or (B) create, manage, steer, modify, store, retrieve, secure, analyze, control, or monitor industrial operations. Confidential Information means any information of a Third Party held by, or in the care, custody, or control of the Insured: (A) that is subject to any confidentiality agreement or confidentiality provision in a contract or agreement between the Third Party and the Company; or (B) that the Company is legally required to maintain in confidence, other than: (1)Personally Identifiable Information; or (2) any information that is lawfully available to the general public or lawfully in the public domain. Continuity Date means the applicable date in Item 5. of the Declarations. Cryptojacking means the unauthorized access or use of any Company Computer System to mine for digital currencies that directly results in additional costs incurred by the Company for electricity, natural gas, oil, or internet. Cyber Attack means an intrusion into, unauthorized access or use of any Company Computer System or, any unauthorized modification, destruction, deletion, distribution or transmission or copying of, or rendering inaccessible, electronic data or software or consumption of computer resources of such Company Computer System, by any means, including, but not limited to, denial of service attacks. Cyber Attack includes an unauthorized distribution or transmission of malicious code or virus from the Company Computer System to the Computer System of a Third Party. Cyber Attack also means the loss of use of all or part of a Company Computer System caused by a Third Party’s reprogramming of software, including firmware, which renders such Company Computer System, or any component thereof, useless, unusable, or ineffective with respect to its intended purpose. Cyber Deception means any: (A)Fraudulent Instruction; (B)Funds Transfer Fraud; or (C)Telephone Fraud. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 5 Cyber Event means any Privacy Breach or Cyber Attack. Cyber Event Costs means any: (A)Forensic Costs; (B)Data Breach Response Costs; (C)Voluntary Notification Costs; (D)Legal and Regulatory Advice Costs; (E)Public Relations Costs; (F)Cyber Event Guidance Costs; or (G)Rewards. Cyber Event Guidance Costs means the reasonable and necessary costs for an Expert to provide guidance and direction to the Insured with respect to a crisis directly resulting from a Cyber Event. Cyber Terrorism means any actual, alleged, or threatened attack on a Computer System, where such attack, whether committed or threatened, is motivated by economic, political, religious, or ideological objectives to harm or instill fear in any person or entity. Damages means any of the following, incurred as a result of a Claim: (A) amounts that an Insured is legally liable to pay to a Third Party in respect of judgments or arbitral awards rendered against an Insured; (B) monies payable by an Insured to a Third Party pursuant to a settlement agreement negotiated by such Insured with the prior written approval of the Insurer; and (C) punitive, exemplary or multiplied portion of multiple damages incurred by an Insured. Enforceability of payment for punitive, exemplary and the multiplied portion of multiple damages will be governed by the applicable law that most favors coverage for such damages. Damages do not include: (1) future profits, restitution, disgorgement of unjust enrichment or profits by an Insured; (2) loss, offset, restitution or return of fees, commissions, royalties, bonuses or profits of the Insured; (3) costs or expenses to comply with any order for, grant of or agreement to provide injunctive or other non-monetary relief; (4) taxes or loss of tax benefits; DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 6 (5)PCI Payments or any contractual penalties, or liquidated damages, service credits or goodwill coupons but only to the extent that such penalties, damages, credits or coupons exceed the amount for which the Insured would have been liable in the absence of such agreement for penalties, damages, credits or coupons; or (6)Fines and Penalties. Data Breach Response Costs means the reasonable and necessary costs for an Expert to: (A) identify and preserve relevant electronic data on the Company Computer System; (B) make notifications of such Privacy Breach to any data subject, Third Party or Regulator according to legal and regulatory duties; (C) determine the extent of any relevant indemnification obligations contained in any written contract between the Insured and any Third Party; (D) operate a call center for the benefit of affected data subjects; (E) procure credit monitoring services for the affected data subjects; or (F) procure identity monitoring and identity protection or restoration services or any similar service (including medical identity restoration for affected individuals) for the affected data subjects; Data Protection Legislation means any law or regulation regulating the control or processing of personal data or information, including but not limited to the California Consumer Privacy Act, the New York SHIELD Act, the General Data Protection Regulation (Regulation EU 2016/679), or any similar applicable law or regulation and including any regulations enacted in furtherance of or pursuant to their implementation. Data and System Recovery Costs means reasonable and necessary costs for an Expert to (i) restore a Company Computer System to the same level of functionality which existed immediately prior to such Cyber Event; or (ii) restore, retrieve, repair or reinstall electronic data or software. Data and System Recovery Costs do not include any: (1) costs to comply with any order for, grant of or agreement to provide injunctive or other non- monetary relief; (2) legal costs and expenses of any type; (3) costs that the Insured would have incurred had the Cyber Event not occurred; (4) costs for the correction of incorrect manual input of electronic data; DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 7 (5) costs to design, upgrade, maintain, or improve the Company Computer System or software to a level beyond that which existed prior to a Cyber Event unless such costs are less than or equal to the amount it would cost to design, upgrade, maintain, or improve the Company Computer System to the same or equivalent condition that existed immediately prior to such Cyber Event; or (6) internal costs or expenses of the Insured (including, but not limited to, labor costs and overhead); or (7)Bricking Costs. Defense Costs mean reasonable and necessary fees, costs and expenses incurred by or on behalf of the Insured in relation to the investigation, defense, settlement of, or response to a Claim and appeal thereof. Defense Costs do not include any internal costs or expenses of the Insured (e.g. overhead, wages, salaries or other remuneration) or any Cyber Event Costs. Discovered or Discovery means the time at which a member of Management first becomes aware of an event that triggers coverage under this Policy and the knowledge of such event would cause a person to reasonably believe that a Loss has been or is likely to be incurred, even if the exact amount or detail of the Loss may not be known at that time. All Related Events will be deemed to have been Discovered at the time the first such Related Event is Discovered. Employee means any natural person employee (including part time, temporary, leased or seasonal employees), volunteer and intern, but only for work done while acting within the scope of employment. Expert means any service provider relevant for the specific coverage under this Policy recommended or agreed by the Insurer, such agreement not to be unreasonably withheld or delayed. Extended Discovery Period means the period of time stated in Item 4. of the Declarations and commencing immediately upon the expiration of the Policy Period. Extra Expense means reasonable and necessary expenses incurred by the Company during the Period of Restoration to directly minimize, reduce or avoid Loss of Profit. Extra Expense does not include expenses the Company would have incurred had no Business Interruption occurred. Financial Institution means a bank, credit union, or other licensed financial service or similar investment company at which the Company maintains a Transfer Account. Fines and Penalties means all monetary, regulatory or administrative fines, penalties (other than criminal fines and penalties) and settlements that the Insured is legally liable to pay, to the extent these are insurable under the law that most favors coverage for such fines and penalties. Fines and Penalties does not include audit, assessment, compliance or reporting costs. Forensic Costs means the reasonable and necessary costs for an Expert to analyze the Company Computer System to determine: (A) whether a Cyber Event has occurred; (B) the cause and extent of any Cyber Event; and (C) the method and means of mitigating a Cyber Event. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 8 Fraudulent Instruction means the transfer, payment or delivery of Money or Securities by an Insured as a direct result of a fraudulent instruction provided by a Third Party, that is intended to mislead an Insured by misrepresenting material facts to such Insured. Fraudulent Instruction will not include loss arising out of: (A) fraudulent instructions received by the Insured which are not first authenticated via a method other than the original means of request to verify the authenticity or validity of the request; (B) any loss, transfer, payment or delivery of monies, securities or tangible property of a Third Party held in escrow by the Company; (C) any actual or alleged use of credit, debit, charge, access, convenience, customer identification or other cards; (D) the processing of, or the failure to process, credit, check, debit, personal identification number debit, electronic benefit transfers or mobile payments for merchant accounts; (E) accounting or arithmetical errors or omissions, or the failure, malfunction, inadequacy or illegitimacy of any product or service; (F) any indirect or consequential loss of any kind; or (G) any liability to any Third Party, or any legal costs or legal expenses. Funds Transfer Fraud means the transfer, payment or delivery of Money or Securities by a Financial Institution as a direct result of a fraudulent instruction provided by a Third Party directing such institution to transfer, pay or deliver Money or Securities from a Transfer Account without the Company's knowledge or consent. Funds Transfer Fraud will not include any loss arising out of any: (A)Cyber Deception covered by the Company’s financial institution bond or commercial crime policy; (B) fraudulent, dishonest or criminal act or omission by, or involving, any Insured Person; (C) indirect or consequential loss of any kind; (D) punitive, exemplary or multiplied damages of any kind or any fines, penalties or loss of any tax benefit; (E) liability to any Third Party or any legal costs or legal expenses; (F) theft, disappearance, destruction of, unauthorized access to, or unauthorized use of confidential information, including authorization codes or security codes; (G) forged, altered or fraudulent negotiable instruments, securities, documents or instructions; or (H) use of payment cards or information contained on such cards. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 9 Insured means the Company and the Insured Persons. Insured Person means any: (A) member of Management acting within the scope and capacity of his or her job requirements; (B)Employee; (C) natural person contractor of the Company, but only while acting within the within the scope and capacity as such and in furtherance of the Company’s business; (D)Additional Insured, but only as respects Claims against such person or entity for acts, errors or omissions of the Company; or (E) spouse, civil partner, estate, heir, executor, bankruptcy administrator, or legal representative of any natural person listed in (A) or (B) above, but solely for Loss arising from a covered Claim involving such natural person listed in (A) or (B) above; or Insurer means the entity as specified on the Declarations. Liability Claim means a written demand for money or services, including without limitation the institution of a civil legal complaint, a demand for arbitration, or a written request to toll a statute of limitations. A Liability Claim does not include a Regulatory Claim or a PCI Claim. Legal and Regulatory Advice Costs means the reasonable and necessary costs for an Expert to provide legal consultation or services to the Insured. Loss means any Business Interruption Loss; Cyber Event Costs; Damages; Data and System Recovery Costs; Defense Costs; Fines and Penalties; PCI Payments; PCI Investigation Costs; Ransom Payments; Reputation Loss; Supplier Interruption Loss; and any other amounts covered under this Policy. Loss of Profit means: (A) The net operating profit (before interest and tax) that the Company would have earned during the Period of Restoration had the Business Interruption not occurred; plus (B) the Company’s usual and regular operating expenses to the extent that such operating expenses must continue during the Period of Restoration. Management means any principal, chief executive officer, chief financial officer, general counsel, risk manager, chief information security officer, or the functional equivalents of any of the foregoing, of the Policyholder. Media Information means any information, including words, sounds, numbers, images, video, and graphics displayed in any medium, but will not include computer software or the actual goods, products or services described or displayed therein. Media Wrongful Act means any of the following acts committed by, or on behalf of, the Company in the course of creating, displaying, broadcasting, disseminating or releasing Media Information to the public: DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 10 (A) defamation, libel, slander, product disparagement, trade libel, infliction of emotional distress or other tort related to disparagement or harm to the reputation or character of any person or entity; (B) a violation of the rights of privacy of an individual, including false light, intrusion upon seclusion and public disclosure of private facts; (C) invasion or interference with an individual’s right of publicity, including commercial appropriation of name, persona, voice or likeness; (D) plagiarism, piracy, or misappropriation of ideas under implied contract; (E) improper deep-linking or framing; (F) false arrest, detention or imprisonment; (G) invasion of or interference with any right to private occupancy, including trespass, wrongful entry or eviction; (H) infringement of copyright; (I) infringement of domain name, trademark, trade name, trade dress, logo, title, metatag, or slogan, service mark or service name; or (J) unfair competition, if alleged in conjunction with any infringement listed in parts (H) or (I) above. Merchant Services Agreement means any written agreement between the Company and a financial institution, credit/debit card company, credit/debit card processor or independent services operator that sets out the terms and conditions relating to the Company’s acceptance of payments or donations via payment card. Money means: (A) currency (other than digital currencies), coins, bank notes and any other medium of exchange in current use and authorized by a domestic or foreign government as a part of its currency; and (B) traveler’s checks, register checks, and money orders held for sale to the public. PCI Claim means any written demand, suit or proceeding brought under a Merchant Services Agreement. PCI Investigation Costs means: (A) reasonable and necessary costs for a computer security Expert to demonstrate any Company’s ability to comply with a Merchant Services Agreement and, in such Company’s discretion, to provide advice and oversight in connection with an investigation conducted by a PCI forensic investigator; and (B) reasonable and necessary costs for a PCI forensic investigator that is approved by the PCI Security Standards Council and retained by the Company in order to comply with the terms of a Merchant Services Agreement to investigate the existence and extent of an actual or suspected compromise of credit card data. PCI Payments means sums of money assessed against the Insured as a penalty or fine pursuant to the terms of a Merchant Service Agreement. PCI Wrongful Act means an actual or alleged breach of the Insured’s obligations under the Payment Card Industry Data Security Standards (PCI-DSS) or similar payment industry standard. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 11 Period of Restoration means the period listed in Item 7. of the Declarations that begins when the Business Interruption first occurs. Personally Identifiable Information means any personal data controlled or processed by the Insured that is subject to protection by any Data Protection Legislation. Policyholder means the entity listed in Item 1. of the Declarations. Policy Period means the period of time listed in Item 2. of the Declarations. Privacy Breach means any actual, alleged or suspected: (A) loss, theft, or unauthorized or negligent disclosure, dissemination, disposal, or loss of operational control of any Personally Identifiable Information or Confidential Information; (B) unauthorized access to or use of Personally Identifiable Information or Confidential Information in the Company Computer System; or (C) violation of any Data Protection Legislation. Public Relations Costs means the reasonable and necessary costs for an Expert incurred to prevent or reduce the effects of negative publicity that the Insured reasonably believes arises from an event triggering the coverage and covered under this Policy. Ransom Payment means any: (A) reasonable and necessary costs incurred for an Expert to evaluate and respond to a Ransom Threat; and (B) monies (including digital currencies) paid by the Company in order to resolve or terminate a Ransom Threat; provided that the Company takes reasonable steps to mitigate any Ransom Threat. Ransom Threat means a credible threat or connected series of threats, made by someone other than a member of Management, to: (A) execute any Cyber Attack; or (B) disseminate, divulge, or improperly utilize any private information, Personally Identifiable Information or Confidential Information stored in the Company Computer System; unless monies (including digital currencies) are received from or on behalf of the Company. Regulator means any official or appropriate public authority while acting in its regulatory capacity to enforce Data Protection Legislation or any law or regulation regulating the safeguard of any Computer System. Regulatory Claim means any: (A) written request for information; (B) written request to toll a statute of limitations; DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 12 (C) written civil investigative demand; (D) institution of an investigation or audit; or (E) institution of a civil proceeding; by or on behalf a Regulator. Related Events means any and all events triggering the specific coverage under this Policy arising out of, based upon, attributable to or in connection with related or repeated acts, omissions or events or the same originating cause or source. Multiple Losses arising from Related Events will be considered a single Loss for the purposes of this Policy. Reputation Event means publication by someone other than an Insured of previously non-public information specifically concerning a Cyber Event or Ransom Threat. Reputation Loss means: (A) The net operating profit (before interest and tax) that the Company would have earned during the Reputation Period had the Reputation Event not occurred; plus (B) the Company’s usual and regular operating expenses to the extent that such operating expenses must continue during the Reputation Period. Reputation Loss will not include any: (1) loss resulting from the decision of the Company to suspend, cancel or lapse of any lease, contract, license or orders; (2) liabilities to any Third Party; (3) legal expenses or costs; (4) consequential loss or loss incurred as a result of unfavorable business conditions; (5)Data and System Recovery Costs; (6) loss resulting from a complete or partial interruption or any slowdown of the operations of the Company for any period of time; or (7)Ransom Payments. Reputation Period means the period beginning on the date the Reputation Event occurs, and ends after the earlier of: (A) 180 days; or (B) the date that gross revenues are restored to the level they would have been but for the Reputation Event. Retention means the applicable amount(s) listed in Item 7. of the Declarations. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 13 Rewards means the reasonable amount paid by the Company, up to $50,000, to an informant for information not otherwise available that leads to the arrest and conviction of a person responsible for a Cyber Event (other than the informant). Securities means negotiable or nonnegotiable instruments or contracts representing either Money or property. Securities does not include Money. Subsidiary means any entity that the Company, either directly or indirectly: (A) controls the composition of the board of directors; (B) holds more than 50% of the voting shares; or (C) holds more than 50% of the issued share capital. For any Subsidiary or any Insured Person thereof, cover under this Policy will only apply to an incident or event that occurs and is Discovered, while such entity is a Subsidiary. Supplier means any Third Party that provides products or services to the Company pursuant to a written contract. Supplier Cyber Attack means an intrusion into or unauthorized access or use of any Computer System operated by a Supplier or, any unauthorized modification, destruction, deletion, distribution or transmission or copying of, or rendering inaccessible, electronic data or software or consumption of computer resources of such Computer System, by any means, including, but not limited to, denial of service attacks. Supplier Failure means any unintentional and unplanned interruption, other than an interruption caused by a Cyber Attack, of any Computer System operated solely by a Supplier. Supplier Interruption Event means any Supplier Cyber Attack or Supplier Failure. Supplier Interruption Loss means any Loss of Profit sustained by the Company and any Extra Expense. Supplier Interruption Loss will not include any: (A) loss resulting from the suspension, cancellation, or lapse of any lease, contract, license or orders; (B) liabilities to any third parties; (C) legal expenses or costs; (D) consequential loss; (E)Data and System Recovery Costs; or (F)Business Interruption Loss. Telephone Fraud means toll and line charges incurred by an Insured solely as a result of a fraudulent infiltration and manipulation of a Company’s telephone system from a remote location to gain access to outbound long-distance telephone service. Third Party means any natural or legal person except any Insured. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 14 Transfer Account means an account maintained by the Company at a Financial Institution from which the Company can initiate the transfer, payment or delivery of Money or Securities to a Third Party. Unplanned Failure means any unintentional and unplanned interruption of a Company Computer System, other than an interruption caused by a Cyber Attack. Voluntary Notification Costs means the reasonable and necessary costs incurred by the Insured to make voluntary notifications of any actual, alleged or suspected Privacy Breach to any data subject, Third Party, or Regulator, provided the Insured reasonably believes such voluntary notification will mitigate other Loss covered under this Policy. Waiting Period means the period as specified in Item 7. of the Declarations, starting at the beginning of the Business Interruption. EXCLUSIONS No coverage is available under this Policy with respect to any Loss, or any other amounts arising out of: Bodily Injury any actual or alleged physical injury, sickness, disease or death of any natural person, including any mental anguish or emotional distress resulting from such physical injury, sickness, disease or death. Property Damage any actual or alleged damage to or destruction of any tangible property, including loss of use thereof; provided that this exclusion will not apply to Data and System Recovery Costs or Bricking Costs. Electronic data and software are not considered tangible property for purposes of this exclusion. Company Claims any Claim brought by, on behalf of, or at the instigation of the Company or member of Management. Dishonest or Improper Conduct any deliberately criminal, fraudulent, dishonest, or malicious act or omission by any member of Management. However, the Insurer will advance Defense Costs unless and until there is a final non- appealable decision of a court, arbitration tribunal or Regulator in the underlying proceeding establishing such deliberately criminal, fraudulent, dishonest, or malicious act or omission, at which time the Policyholder will promptly repay to the Insurer any amount paid to or on behalf of such member of Management under this Policy. For the purposes of this exclusion, no conduct, act or omission of one Insured will be imputed to any other natural person Insured and only the knowledge possessed by, and any conduct, act or omission of, any past or present member of Management will be imputed to the Company. Legislative any actual, alleged or suspected violations of: (A) the Employment Retirement Income Securities Act of 1974; (B) the Racketeer Influenced and Corrupt Organization Act of 1961; (C) the False Claims Act (31 U.S.C. §§ 3729-3733); or DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 15 (D) statutes, ordinances, regulations or laws regarding or relating to unsolicited marketing activities, including but not limited to Telephone Consumer Protection Act of 1991 (TCPA) and Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM Act); (E) the Americans with Disabilities Act of 1990 (ADA); or (F) the Fair Credit Reporting Act (FCRA); (G) statutes, ordinances, regulations or laws regarding or relating to antitrust violations, restraint of trade, price fixing, or unfair competition (except as provided in the Media Liability insuring agreement), including but not limited to the Sherman Antitrust Act, the Clayton Act, the Robinson- Patman Act; and including (i) any rules or regulations promulgated thereunder, and (ii) any similar statutes, ordinances or regulations. Pollution or in any way involving any discharge, dispersal, seepage, migration, release or escape of any: (A) solid, liquid, gaseous, biological, radiological or thermal irritant, hazardous substance or contaminant, including but not limited to asbestos or asbestos products, smoke, fibers, mold, spores, fungi, germs, vapor, dust, soot, fumes, acids, alkalis, chemicals, radiation and waste. Waste includes but is not limited to materials to be recycled, reconditioned or reclaimed, and nuclear materials; (B) electromagnetism, or electromagnetic energy, radiation, or fields or force; or nuclear or other radiation. Prior Claims and Knowledge any fact, event, or circumstance, likely to give rise to a Claim or Loss of which a member of Management was aware (including claims, incidents or circumstances noticed under other insurance), or after reasonable inquiry should have been aware, prior to the Continuity Date. Trade Secrets and Intellectual Property any actual or alleged theft, misappropriation, plagiarism, misuse, or infringement of any rights with respect to patents, patent licenses, or the registration of patents. Government Actions a Claim brought by or on behalf of any state, federal, local or foreign governmental entity, in such entity’s regulatory or official capacity; but this exclusion will not apply to the Regulatory Fines & Penalties insuring agreement. Trading any actual or alleged trading losses, trading liabilities or change in value of accounts; any loss, transfer or theft of monies, securities or tangible property of the Insured or others; or the monetary value of any transactions or electronic fund transfers by or on behalf of the Insured which is lost, diminished, or damaged DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 16 during transfer from, into or between accounts; provided, however, that this exclusion will not apply to coverage provided under the Cyber Deception insuring agreement. Sale or Ownership of Securities (A) the ownership, sale, or the offer to sell or purchase stock or Securities; or (B) an actual or alleged violation of a securities law or regulation. Discrimination and Employment any actual or alleged discrimination or any refusal to employ any person, or any employer-employee relations, policies, practices, acts or omissions, or misconduct with respect to Employees. War, Looting and Governmental Acts any war, invasion, act of foreign enemy, hostile operations (whether war has been declared or not), civil war, rebellion, revolution, insurrection, riot or civil commotion assuming the proportion of or amounting to a popular uprising, military or usurped power or martial law, looting; provided, however this exclusion will not apply to Cyber Terrorism. Confiscation any expropriation, nationalization, confiscation, requisition or seizure of property or data by order of any governmental or public authority. Natural Perils and Physical Events any fire, smoke, explosion, lightning, wind, flood, earthquake, windstorm, volcanic eruption, tidal wave, landslide, hail, act of God, or other physical event, however caused. Failure of Infrastructure any failure or malfunction of satellites or of power, utility, mechanical or telecommunications infrastructure or services that are not under the Company’s direct operational control. Improvement of Company Computer System (A) any costs or expenses that the Insured incurs to identify or remediate software program errors or vulnerabilities; (B) costs to establish, implement, maintain, improve or remediate security or privacy practices, procedures, programs or policies; or (C) any costs to update, replace, restore, assemble, reproduce, recollect or enhance data or a Company Computer System to a level beyond that which existed prior to a Cyber Event, Business Interruption Event, Supplier Interruption Event or Ransom Threat; provided that this exclusion will not apply where such costs are less than or equal to the amount it would cost to update, replace, restore, assemble, reproduce, recollect or enhance data or Company Computer Systems to the same or equivalent condition that existed immediately prior to a Cyber Attack under the Data and Systems Recovery insuring agreement. EXCLUSIONS APPLICABLE TO MEDIA Solely with respect to the Media Liability insuring agreement, no coverage will be available under this Policy with respect to any Loss, or any other amounts arising out of: DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 17 Contractual Liability Any contractual liability; provided that this exclusion will not apply to a Claim for misappropriation of ideas under implied contract. Recall any costs or expenses incurred or to be incurred by the Insured or others for the reprinting, reposting, recall, removal or disposal of any Media Information or any other content, media or information or products. Licensing any (i) actual or alleged licensing fee or royalty payment including, but not limited to, any obligation to pay such fees or royalty payments; or (ii) Claim brought by or on behalf of any intellectual property licensing bodies or organizations. Description of Goods and Services the actual or alleged inaccurate, inadequate or incomplete description of the price of goods, products or services, cost guarantees, cost representations, price estimates, or the failure of any goods or services to conform with any represented quality or performance. Promotions any actual or alleged promotional game, lottery or other game of chance; or the value of discounts, coupons, prizes, awards or other incentives offered to the Insured’s customers or clients. Joint Ownership Disputes disputes regarding ownership of rights in Media Information or services provided by an independent contractor or venture partner. DUTIES OF THE INSURED AND OTHER CONDITIONS Notification (A) Upon Discovery of an incident giving rise to Coverage For The Insured’s Direct Loss, the Insured will give written notice thereof to the Insurer as soon as reasonably practicable, but in any event not later than 60 days after the end of the Policy Period. (B) With regard to a Claim giving rise to Coverage For Claims Made Against The Insured, the Insured will give written notice thereof to the Insurer as soon as reasonably practicable after a member of Management first becomes aware of such Claim, but in no event will the Insured give notice of a Claim later than (i) 60 days after the end of the Policy Period, or (ii) the Extended Discovery Period (if applicable). (C) If the Insured becomes aware of any circumstance that is reasonably likely to give rise to a Claim, the Insured may give written notice thereof to the Insurer during the Policy Period. The notification of the circumstances must be made in writing during the Policy Period and must include: DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 18 (1)the reasons for expecting such circumstances to give rise to a Claim, including full particulars as to the nature and date of the actual or alleged Cyber Event, PCI Wrongful Act, or Media Wrongful Act; (2)the date and manner by which the Insured first became aware of such circumstances; and (3)the identity of any potential Insureds and claimants. All notifications and all communications under this Policy must be in writing to the address listed in Item 6. of the Declarations. If during the Policy Period the Insured provides notice of a circumstance in accordance with the requirements of (C) above, then any future Claim arising out of such notified circumstance will be deemed made at the time the Insurer first received notice of the circumstance. Defense The Insurer has the right and duty to defend any Claim made against any Insured. Defense counsel will be mutually agreed by the Insured and the Insurer but, in the absence of such agreement, the Insurer’s decision will be final. The Insurer will pay actual loss of salary and reasonable expenses resulting from the attendance by an Insured at any mediation meetings, arbitration proceedings, hearings, depositions, or trials relating to the defense of any Claim, subject to a maximum of $500 per day and $5,000 in the aggregate, which amounts will be part of and not in addition to the Aggregate Limit of Liability. Consent The Insured must obtain the Insurer’s written consent (such consent not to be unreasonably withheld or delayed) prior to: (A) settling any Claim or otherwise assuming any contractual obligation, voluntarily making any payment, or admitting liability with regard to any Claim; or (B) incurring any Ransom Payment, Cyber Event Costs, Data and System Recovery Costs or Defense Costs unless it is not reasonably possible to obtain the prior consent of the Insurer, in which case the Insured may incur reasonable and necessary Ransom Payment, Cyber Event Costs, Data and System Recovery Costs or Defense Costs. Cooperation The Insured will take all reasonable steps to reduce or minimize Loss and will provide to the Insurer all such information, cooperation and assistance as reasonably required. Upon request by the Insurer, the Insured will also submit to the Insurer a written proof of Loss explaining in reasonable detail the circumstances and calculation of such Loss. Subrogation and Recoveries The Insurer will be subrogated to all of the Insured's available rights of recovery for all payments made by the Insurer under this Policy. The Company and all Insureds will do everything necessary to secure any such recovery rights for the Insurer, including the execution of any documents necessary to enable the Insurer effectively to bring a recovery action or suit in the name of the Insurer, Company or Insured (as applicable), whether such acts become necessary before or after payment by the Insurer. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 19 If an Insured has waived its right to subrogate against a Third Party through written agreement made before an incident or event giving rise to a Claim or Loss has occurred, then the Insurer waives its rights to subrogation against such Third Party. Any recovery received will first be applied against any payment made by the Insurer with any balance remaining thereafter being remitted to or retained by the Company or Insured. Recovery by the Insurer from reinsurance will not be deemed a recovery hereunder. Settlement of Claims If the Insured refuses to consent to settle a Claim as recommended by the Insurer, the Insurer’s liability for such Claim will not exceed: (A) the amount of Defense Costs incurred prior to the date of such recommendation; plus (B) 60% of all future Defense Costs incurred after the date such settlement or compromise was recommended to the Insured plus 60% of any Damages above the amount for which the Claim could have been resolved. LIMIT OF LIABILITY AND RETENTION Limit of Liability The Insurer’s liability to pay or indemnify under this Policy for each and every Loss and for all Loss in the aggregate will not exceed the Aggregate Limit of Liability. Any amounts paid by the Insurer under this Policy will erode the Aggregate Limit of Liability. Each limit of coverage specified in the Declarations or elsewhere in this Policy is the maximum amount the Insurer will pay for the coverage to which it applies and is part of, and not in addition to, the Aggregate Limit of Liability. Retention Coverage under this Policy will apply only after the Insured has paid the applicable Retention. In the event of a Loss, the Insurer will be responsible only for the amount of Loss that is in excess of the applicable Retention. If more than one Retention applies to a Related Event, the Insured is responsible to pay an amount equal to the largest of such applicable Retention amounts. GENERAL PROVISIONS Extended Discovery Period In the event of cancellation or non-renewal of this Policy, by either the Company or Insurer (for reasons other than for non-payment of the premium), the Company will be entitled to purchase an Extended Discovery Period by making a request in writing not later than 60 days after expiration of the Policy Period and paying the additional premium listed in Item 4. of the Declarations for such Extended Discovery Period. The purchase of the Extended Discovery Period will in no way increase the Aggregate Limit of Liability. Such additional premium will be deemed fully earned and not eligible for refund or repayment. The Extended Discovery Period will provide for extended coverage under this Policy only for Claims (i) first made against an Insured during the Extended Discovery Period, and (ii) arising out of a Cyber Event or Media Wrongful Act occurring before the end of the Policy Period. New Subsidiaries DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 20 If during the Policy Period any Company creates or acquires a new entity it will automatically be covered under this Policy as a Subsidiary, provided that such entity does not have an annual revenue exceeding fifteen percent (15%) of the consolidated net annual revenue of the Policyholder as of the beginning of the Policy Period. Change in Control If during the Policy Period an Acquisition occurs, the Insurer will only be liable to make a payment under this Policy in relation to any Loss or Claim based upon or attributable to any incident or event that occurred prior to the date upon which the Acquisition is legally effective in the jurisdiction in which it occurs. The Company will give the Insurer written notice of the Acquisition as soon as practicable after the Company first becomes aware of the Acquisition. Acquisition means any of the following: (A) the Company’s merger with, or consolidation into, any other entity; (B) the sale of all or the majority of the Company’s assets to any person or entity acting alone or in concert; or (C) any person or entity acting alone or in concert acquiring ownership or control or assuming control pursuant to written agreement with other shareholders or similar security holders of more than 50% of the outstanding securities representing the present right to vote for the election of the board of directors of the Company or assuming the right to appoint or remove the majority of the board of directors (or equivalent position) of the Company. Bankruptcy If a receiver, liquidator, administrator or equivalent under the laws of any jurisdiction is appointed to any Insured during the Policy Period, the Insurer will only be liable to make any payment under this Policy in relation to any Loss or Claim based upon or attributable to any incident or event that occurred prior to the effective date of such appointment. Policy Administration Unless expressly stated otherwise in this Policy, the Policyholder will act on behalf of itself and each and every Insured with respect to all matters relevant to this Policy. The payment of any Loss and or any other amounts payable under this Policy to the Company will fully release the Insurer with respect to such Loss and all other amounts. Premium Payment and Termination (A) The Policyholder may cancel this Policy by mailing to the Insurer advance written notice of cancellation. (B) The Insurer may cancel this Policy by mailing to the Policyholder written notice stating when such cancellation will be effective. Such date of cancellation will not be less than 60 days (or 10 days for cancellation due to non-payment of premium) after the date of notice. (C) If this Policy is cancelled in accordance with (A) or (B) above, the earned premium will be computed pro rata; but the premium will be deemed fully earned if any Claim, or any circumstance that could be the basis of a Claim or Loss, is reported to the Insurer on or before the date of cancellation. Payment or tender of unearned premium is not a condition of cancellation. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CYS 0122 21 Other Insurance / Indemnification Coverage under this Policy is provided only as excess over any other more specific valid and collectible insurance, including any self-insured retention or deductible thereof unless such other insurance is written only as specific excess insurance over this Policy and the Aggregate Limit of Liability. Interpretation The descriptions in the headings and titles of this Policy are solely for reference and convenience and do not lend any meaning to this Policy. Rights of Third Parties Unless otherwise mandated by law, this Policy does not confer a directly enforceable benefit or right to enforce any term of this contract upon any Third Party. Assignment The Insured will not be entitled to assign this Policy nor any interest or right under the Policy without the Insurer’s written consent. Sanctions/Embargoes The Insurer will not be deemed to provide cover and the Insurer will not be liable to pay any Loss or provide any benefit hereunder to the extent that the provision of such cover, payment of such Loss or provision of such benefit would expose the Insurer to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the United States. Territory Coverage under this Policy applies anywhere in the world unless such coverage is not legally permitted. Choice of Law Any dispute concerning the interpretation of this Policy will be governed by the laws of the state designated in the Declarations. Service of Suit Service of process for any suit instituted against the Insurer concerning this Policy may be made upon the Superintendent, Commissioner, or Director of Insurance or other person specified for that purpose in the statute or his/her successor or successors in office as their true and lawful attorney upon whom may be served any lawful process in any action, suit, or proceeding instituted by or on behalf of the Insured or any beneficiary hereunder and arising out of this Policy. The Insurer has designated: Mr. Stephen Ungar, Secretary Associated Industries Insurance Company 59 Maiden Lane, 43rd Floor New York, NY 10038 as the person(s)/organization to whom the Superintendent, Commissioner, or Director of Insurance or other specified person is authorized to mail such process or a true copy thereof, in compliance with the applicable statutes governing said service of process in the state or jurisdiction in which a cause of action under this Policy arises. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 IL P 001 01 04 © ISO Properties, Inc., 2004 Page 1 of 1 U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully. The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of "national emergency". OFAC has identified and listed numerous: •Foreign agents; •Front organizations; •Terrorists; •Terrorist organizations; and •Narcotics traffickers; as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States Treas ury's web site - http//www.treas.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 CY990012 0321 Includes Copyrighted Material of Insurance Services Office, Inc., Used with its permission CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM and DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE Terrorism Premium (Certified Acts) $ 0 This premium is the total Certified Acts premium attributable to this Policy. Federal share of terrorism losses [enter percentage] 80% Year: 2023 (Refer to Paragraph B. in this endorsement.) Federal share of terrorism losses [enter percentage] 80% Year: 2023 (Refer to Paragraph B. in this endorsement.) A. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, “we” are required to provide “you” with a notice disclosing the portion of “your” premium, if any, attributable to coverage for terrorist acts certified under that Act. The portion of “your” premium attributable to such coverage is shown in the Schedule of this endorsement. B. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals a percentage (as shown in the Schedule of this endorsement or in the policy Declarations) of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. C. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and “we” have met “our” insurer deductible under the Terrorism Risk Insurance Act, “we” shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. D. “Certified Act of Terrorism” means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the Act, to be an act of terrorism pursuant to such act. The criteria contained in the Act for a “Certified Act of Terrorism” include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. E. For the purpose of this endorsement the following definitions are added: 1. the term “we” and “our” refers to the Insurance Company providing coverage. 2. the term “you” and “your” refers to the insured entity named in the Declarations Page. F. The inapplicability or omission of a terrorism exclusion, does not serve to create coverage for any “loss” (as defined in the applicable coverage) that is otherwise excluded under the coverage specified above." DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Associated Industries Insurance Company, Inc. 800 Superior Avenue Cleveland, OH 44114 SURPLUS LINES ENDORSEMENT The insurance company with which this coverage has been placed is domiciled and authorized by the State of North Carolina and is subject to its supervision. However, in the event of the insolvency of the insurance company, losses under this policy will not be paid by any State insurance guaranty or solvency fund. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Page 1 NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - U.S.A. (1) This Contract does not cover any loss or liability accruing to the Company as a member of, or subscriber to, any association of insurers or reinsurers formed for the purpose of covering nuclear energy risks or as a direct or indirect reinsurer of any such member, subscriber or association. (2) Without in any way restricting the operation of paragraph (1) of this Clause it is understood and agreed that for all purposes of this Contract all the original policies of the Company (new, renewal and replacement) of the classes specified in Clause II of this paragraph (2) from the time specified in Clause III in this paragraph (2) shall be deemed to include the following provision (specified as the Limited Exclusion Provision): Limited Exclusion Provision.* I. It is agreed that the policy does not apply under any liability coverage, to:{injury, sickness, disease, death or destruction {bodily injury or property damage with respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability. II. Family Automobile Policies (liability only), Special Automobile Policies (private passenger automobiles, liability only), Farmers Comprehensive Personal Liability Policies (liability only), Comprehensive Personal Liability Policies (liability only) or policies of a similar nature; and the liability portion of combination forms related to the four classes of policies stated above, such as the Comprehensive Dwelling Policy and the applicable types of Homeowners Policies. III. The inception dates and thereafter of all original policies as described in II above, whether new, renewal or replacement, being policies which either (a) Become effective on or after 1st May, 1960, or (b) Become effective before that date and contain the Limited Exclusion Provision set out above; provided this paragraph (2) shall not be applicable to Family Automobile Policies, Special Automobile Policies, or policies or combination policies of a similar nature, issued by the Company on New York risks, until 90 days following approval of the Limited Exclusion Provision by the Governmental Authority having jurisdiction thereof. (3) Except for those classes of policies specified in Clause II of paragraph (2) and without in any way restricting the operation of paragraph (1) of this Clause, it is understood and agreed that for all purposes of this Contract the original liability policies of the Company (new, renewal and replacement) affording the following coverages: Owners, Landlords and Tenants Liability, Contractual Liability, Elevator Liability, Owners or Contractors (including railroad) Protective Liability, Manufacturers and Contractors Liability, Product Liability, Professional and Malpractice Liability, Storekeepers Liability, Garage Liability, Automobile Liability (including Massachusetts Motor Vehicle or Garage Liability) shall be deemed to include, with respect to such coverages, from the time specified in Clause V of this paragraph (3), the following provision (specified as the Broad Exclusion Provision): Broad Exclusion Provision.* It is agreed that the policy does not apply: I. Under any Liability Coverage, to {injury, sickness, disease, death or destruction {bodily injury or property damage (a) With respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) Resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. II. Under any Medical Payments Coverage, or under any Supplementary Payments Provision relating to: {immediate medical or surgical relief, DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Page 2 {first aid, to expenses incurred with respect to {bodily injury, sickness, disease or death {bodily injury resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. III. Under any Liability Coverage, to {injury, sickness, disease, death or destruction {bodily injury or property damage resulting from the hazardous properties of nuclear material, if (a) The nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an insured or (2) has been discharged or dispersed therefrom; (b) The nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (c) The {injury, sickness, disease, death or destruction {bodily injury or property damage arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (c) applies only to {injury to or destruction of property at such nuclear facility, {property damage to such nuclear facility and any property thereat. IV. As used in this endorsement: “hazardous properties” include radioactive, toxic or explosive properties; “nuclear material” means source material, special nuclear material or byproduct material; “source material”, “special nuclear material”, and “byproduct material” have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; “spent fuel” means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; “waste” means any waste material (1) containing byproduct material other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its source material content and (2) resulting from the operation by any person or organization of any nuclear facility included under the first two paragraphs of the definition of nuclear facility; “nuclear facility” means (a) Any nuclear reactor, (b) Any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste, (c) Any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; “nuclear reactor” means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; {With respect to injury to or destruction of property, the word “injury” or “destruction,” {includes all forms of radioactive contamination of property. {“property damage” includes all forms of radioactive contamination of property. V. The inception dates and thereafter of all original policies affording coverages specified in this paragraph (3), whether new, renewal or replacement, being policies which become effective on or after 1st May, 1960, provided this paragraph (3) shall not be applicable to (i) Garage and Automobile Policies issued by the Company on New York risks, or (ii) Statutory liability insurance required under Chapter 90, General Laws of Massachusetts, until 90 days following approval of the Broad Exclusion Provision by the Governmental Authority having jurisdiction thereof. (4) Without in any way restricting the operation of paragraph (1) of this Clause, it is understood and agreed that paragraphs (2) and (3) above are not applicable to original liability policies of the Company in Canada and that with respect to such policies this Clause shall be deemed to include the Nuclear Energy Liability Exclusion Provisions adopted by the Canadian Underwriters’ Association or the Independent Insurance Conference of Canada. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A Page 3 *NOTE. The words printed in italics in the Limited Exclusion Provision and in the Broad Exclusion Provision shall apply only in relation to original liability policies which include a Limited Exclusion Provision or a Broad Exclusion Provision containing those words. NOTES: Wherever used herein the terms: “Company” shall be understood to mean “Company,” “Reinsured,” “Reassured” or whatever other term is used in the attached reinsurance document to designate the reinsured company or companies. “Agreement” shall be understood to mean “Agreement,” “Contract,” “Policy” or whatever other term is used to designate the attached reinsurance document. “Reinsurers” shall be understood to mean “Reinsurers,” “Underwriters” or whatever other term is used in the attached reinsurance document to designate the reinsurer or reinsurers. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A CY330043 1222 Page 1 of 1 PREMIUM PAYMENT AND TERMINATION ENDORSEMENT In consideration of the premium paid for this Policy, it is hereby understood and agreed that Subsection (A) of Premium Payment and Termination under General Provisions is deleted in its entirety and replaced with the following: (A) The Policyholder may cancel this Policy by mailing to the Insurer advance written notice of cancellation, provided however, that the premium for this Policy will be 25% earned as of the inception date of this Policy. All other terms and conditions of this Policy remain unchanged. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A CY330059 0323 Page 1 of 1 AMEND AUTHENTICATION ENDORSEMENT In consideration of the premium paid for this Policy, it is hereby understood and agreed that subparagraph (A) of the definition of Fraudulent Instruction is deleted. All other terms and conditions of this Policy remain unchanged. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A CY330066 0423 Page 1 of 1 AMEND LEGISLATIVE EXCLUSION (FCRA) In consideration of the premium paid for this Policy, it is hereby understood and agreed that the Legislative exclusion is deleted in its entirety and replaced with the following: Legislative any actual, alleged or suspected violations of: (A) the Employment Retirement Income Securities Act of 1974; (B) the Racketeer Influenced and Corrupt Organization Act of 1961; (C) the False Claims Act (31 U.S.C. §§ 3729-3733); or (D) statutes, ordinances, regulations or laws regarding or relating to unsolicited marketing activities, including but not limited to Telephone Consumer Protection Act of 1991 (TCPA) and Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN- SPAM Act); (E) the Americans with Disabilities Act of 1990 (ADA); or (F) the Fair Credit Reporting Act (FCRA); (G) statutes, ordinances, regulations or laws regarding or relating to antitrust violations, restraint of trade, price fixing, or unfair competition (except as provided in the Media Liability insuring agreement), including but not limited to the Sherman Antitru st Act, the Clayton Act, the Robinson-Patman Act; and including (i) any rules or regulations promulgated thereunder, and (ii) any similar statutes, ordinances or regulations; provided, however, that subsection (F) of this exclusion will not apply to Loss as a direct result of a Cyber Event. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A CY330057 0323 Page 1 of 1 INVOICE MANIPULATION In consideration of the premium paid for this Policy, it is hereby understood and agreed that: 1. The aggregate sublimit applicable to all loss under this endorsement is $250,000. 2. The Retention applicable to each incident, event, or related incidents or events, giving rise to an obligation to pay loss under this endorsement shall be USD $50,000. 3. COVERAGE FOR THE INSURED’S DIRECT LOSS is amended to include: Invoice Manipulation To indemnify the Company for Direct Net Loss resulting directly from the Company’s inability to collect Payment for any goods, products or services after such goods, products or services have been transferred to a Third Party, as a result of Invoice Manipulation that the Insured first discovers during the Policy Period. 4. Definitions is amended to include: Direct Net Loss means the direct net cost to the Company to provide goods, products or services to a Third Party. Direct Net Loss will not include any profit to the Company as a result of providing such goods, products or services. Invoice Manipulation means the release or distribution of any fraudulent invoice or fraudulent payment instruction to a Third Party as a direct result of a Cyber Attack. Payment means currency, coins or bank notes in current use and having a face value. All other terms and conditions of this Policy remain unchanged. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/28/2023 (252) 317-0910 2005 (252) 756-9092 14990 Online Information Services, Inc PO Box 1489 Winterville, NC 28590 10166 A 1,000,000 X CX9 0666934 9/14/2023 9/14/2024 100,000 5,000 Excluded 2,000,000 2,000,000 Deductible 0 1,000,000A AU90666934 9/14/2023 9/14/2024 5,000,000A UL9 0666934 9/14/2023 9/14/2024 5,000,000 10,000 B 100017367 3/31/2023 3/31/2024 1,000,000 Y 1,000,000 1,000,000 Orange County, its officers, agents and employees are included as Additional Insured for General Liability including completed operations on a primary & noncontributory basis if required by written contract in accordance with endorsements attached. Orange County PO Box 8181 300 W. Tryon St. Hillsborough, NC 27278 ONLIINF-01 DJSHOPSH Towne Insurance Agency, LLC 105 E. Arlington Blvd Suite B & C Greenville, NC 27858 Coral B. Cooper, CISR, CWCS ccooper@towneinsurance.com Pennsylvania National Mutual Casualty Insurance Company Accident Fund Insurance Company of America X X X X X X X X X X DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 71 1403 0121 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2012, 2013 Page 1 of 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY PENNPAC PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM I. Damage To Your Work The following is added to Section I – Coverages, Coverage A Bodily Injury and Property Damage Liability, Paragraph 1. Insuring Agreement: f.Damages because of “property damage” include damages the insured becomes legally obligated to pay because of “property damage” to “your work” and shall be deemed to be caused by an “occurrence”, but only if: (1)The “property damage” is the result of work performed on your behalf by a subcontractor(s) that is not a Named Insured; (2)The work performed by the subcontractor(s) is within the “products-completed operations hazard”; and (3)The “property damage” is unexpected and unintended from the standpoint of the insured. For the purposes of this coverage, the definition of “Occurrence” in SECTION V – DEFINITIONS is replaced with the following: 13.“Occurrence” means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. An accident shall include “property damage” to other than “your work” arising from “your work”. II. Limited Product Withdrawal Expense Coverage A.The following is added to Section I - Coverages LIMITED PRODUCT WITHDRAWAL EXPENSE COVERAGE 1. Insuring Agreement a.We will reimburse you for “product withdrawal expenses” incurred by you because of a “product withdrawal” to which this insurance applies. The most we will pay for “product withdrawal expenses” is $20,000 or the Limit Of Insurance shown in the Declarations or Schedule, whichever is higher. b.This insurance applies to a "product withdrawal" only if the "product withdrawal" is initiated in the "coverage territory" during the policy period because: (1)You determine that the "product withdrawal" is necessary; or (2)An authorized government entity has ordered you to conduct a "product withdrawal". c.We will reimburse "product withdrawal expenses” only if: (1)The expenses are incurred within one year of the date the "product withdrawal" was initiated; (2)The expenses are reported to us within one year of the date the expenses were incurred. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 71 1403 0121 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2012, 2013 Page 2 of 11 d.The initiation of a "product withdrawal" will be deemed to have been made only at the earliest of the following times: (1)When you first announced, in any manner, to the general public, your vendors or to your employees (other than those employees directly involved in making the determination) your decision to conduct or participate in a "product withdrawal". This applies regardless of whether the determination to conduct a "product withdrawal" is made by you or is requested by a third party; or (2)When you first received, either orally or in writing, notification of an order from an authorized government entity to conduct a "product withdrawal”. e."Product withdrawal expenses” incurred to withdraw "your products" which contain the same or substantially similar "defects" will be deemed to have arisen out of the same "product withdrawal". 2. Exclusions This insurance does not apply to "product withdrawal expenses” arising out of: a. Breach Of Warranty And Failure To Conform To Intended Purpose Any "product withdrawal" initiated due to the failure of "your product" to accomplish their intended purpose, including any breach of warranty of fitness, whether written or implied. This exclusion does not apply if such failure has caused or is reasonably expected to cause "bodily injury" or physical damage to tangible property other than "your product". b. Infringement Of Copyright, Patent, Trade Secret, Trade Dress Or Trademark Any "product withdrawal" initiated due to copyright, patent, trade secret, trade dress or trademark infringements. c.Deterioration, Decomposition Or Chemical Transformation Any "product withdrawal" initiated due to transformation of a chemical nature, deterioration or decomposition of "your product". This exclusion does not apply if it is caused by: (1)An error in manufacturing, design, or processing; (2)Transportation of "your product"; or (3)"Product tampering". d.Goodwill, Market Share, Revenue, Profit Or Redesign The costs of regaining goodwill, market share, revenue or "profit" or the costs of redesigning "your product". e. Expiration Of Shelf Life Any "product withdrawal" initiated due to expiration of the designated shelf life of "your product". f. Known Defect A "product withdrawal", initiated because of a "defect" in "your product" known to exist by the Named Insured or the Named Insured's "executive officers", prior to the date when this Coverage Part was first issued to you or prior to the time "your product" leaves your control or possession. g. Otherwise Excluded Products A recall of any specific products for which "bodily injury" or "property damage" is excluded under Coverage A Bodily Injury And Property Damage Liability by endorsement. h. Governmental Ban A recall when "your product" or a component contained within "your product" has been: DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 71 1403 0121 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2012, 2013 Page 3 of 11 (1)Banned from the market by an authorized government entity prior to the policy period; or (2)Distributed or sold by you subsequent to any governmental ban. i. Defense Of Claim The defense of a claim or "suit" against you for liability arising out of a "product withdrawal". j. Third Party Damages, Fines And Penalties Any compensatory damages, fines, penalties, punitive or exemplary or other non-compensatory damages imposed upon the insured. k. Pollution-Related Expenses Any loss, cost or expense due to any: (1)Request, demand, order, statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2)Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". B.For the purposes of this coverage, the following condition is added to Section IV – Commercial General Liability Conditions: Concealment Or Fraud We will not provide coverage to you, or any other insured, who at any time: 1.Engaged in fraudulent conduct; or 2.Intentionally concealed or misrepresented a material fact concerning a "product withdrawal" or "product withdrawal expenses” incurred by you. C.The following definitions are added to Section V - Definitions: 1."Defect" means a defect, deficiency or inadequacy that creates a dangerous condition. 2."Product tampering" is an act of intentional alteration of "your product" which has caused or is reasonably expected to cause "bodily injury" or physical injury to tangible property other than "your product". When "product tampering" is known, suspected or threatened, a "product withdrawal" will be limited to those batches of "your product" which are known or suspected to have been tampered with. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 3."Product withdrawal" means the recall or withdrawal: a.From the market; or b.From use by any other person or organization; of "your products", or products which contain "your products", because of known or suspected "defects" in "your product", or known or suspected "product tampering", which has caused or is reasonably expected to cause "bodily injury" or physical injury to tangible property other than "your product". DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 71 1403 0121 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2012, 2013 Page 4 of 11 For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 4. "Product withdrawal expenses" means those reasonable and necessary extra expenses, listed below, paid and directly related to a "product withdrawal": a. Costs of notification; b. Costs of stationery, envelopes, production of announcements and postage or facsimiles; c. Costs of overtime paid to your regular non-salaried employees and costs incurred by your employees, including costs of transportation and accommodations; d. Costs of computer time; e. Costs of hiring independent contractors and other temporary employees; f. Costs of transportation, shipping or packaging; g. Costs of warehouse or storage space; or h. Costs of proper disposal of "your products", or products that contain "your products", that cannot be reused, not exceeding your purchase price or your cost to produce the products. 5. "Profit" means the positive gain from business operation after subtracting for all expenses. III. Non-Owned Watercraft a. Exclusion g. Paragraph (2) of Section I – Coverages, Coverage A Bodily Injury And Property Damage Liability is deleted and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; b. Paragraph III.a. applies to any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. c. Paragraphs III.a. and III.b. do not apply if the insured has any other insurance for “bodily injury” or “property damage” liability that would also apply to loss covered under this provision, whether the other insurance is primary, excess, contingent or on any other basis. In that case, this Provision III. does not provide any insurance. d. Paragraph III.c. does not apply to a policy written to apply specifically in excess of this policy. IV. Consolidated Insurance (Wrap – Up) Program The following exclusion is added to Paragraph 2. Exclusions of Section I – Coverages, Coverage A Bodily Injury And Property Damage Liability: This insurance does not apply to "bodily injury" or "property damage" arising out of either your ongoing operations or operations included within the "products-completed operations hazard" if such operations were at any time subject to a “consolidated insurance (wrap-up) program”. This exclusion applies whether or not the “consolidated insurance (wrap-up) program” provided: (1) Coverage identical to that provided by this Coverage Part; (2) Limits adequate to cover all claims; or (3) Coverage that remains in effect. This exclusion applies regardless of whether such operations are or were conducted by you or on your behalf. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 71 1403 0121 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2012, 2013 Page 5 of 11 This exclusion does not apply to your operations away from a “consolidated insurance (wrap-up) program" project site incidental to the support of such a project and not included within the “consolidated insurance (wrap-up) program”. This exclusion does not apply to “bodily injury” or “property damage” within the “products-completed operations hazard” if all coverage available to the insured for the “products-completed operations hazard” in a “consolidated insurance (wrap-up) program” has been cancelled, non-renewed or otherwise no longer applies for reasons other than the exhaustion of all available limits, whether such limits are available on a primary, excess or on any other basis. “Consolidated insurance (wrap-up) program” means any agreement or arrangement, including any contractor-controlled, owner-controlled or similar insurance program, under which some or all of the contractors working on a specific project or specific projects, are required to participate in a program to obtain insurance that: (1) Includes same or similar insurance as that provided by this Coverage Part; and (2) Is issued specifically for “bodily injury” or “property damage” arising out of such project or projects. V. Supplementary Payments Increased Limits In the Supplementary Payments - Coverages A And B provision of Section I - Coverages: a. The limit for the cost of bail bonds is changed from $250 to $3000. b. The limit for the actual loss of earnings is changed from $250 to $1000. VI. Broad Form Named Insured a. Section II – Who Is An Insured is amended to include as an insured any organization or subsidiary thereof, other than a partnership, joint venture, or limited liability company, which is a legally incorporated entity of which you own a financial interest of more than 50 percent of the voting stock on the effective date of this endorsement. b. Paragraph VI.a. does not apply to injury or damage with respect to which an insured under this policy is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. c. Paragraph VI.b. does not apply to a policy written to apply specifically in excess of this policy. VII. Newly Formed or Acquired Organizations In Paragraph 3.a. of Section II - Who Is An Insured, 90th day is changed to 180th day. VIII. Incidental Malpractice Liability - Nurse, EMT, or Paramedic Paragraph 2.a.(1)(d) of Section II - Who Is An Insured is deleted and replaced by the following: (d) Arising out of his or her providing or failing to provide professional health care services. However, if you have “employees” who are a nurse, emergency medical technician or paramedic, they are an insured with respect to their providing or failing to provide professional health care services to your “employees”. IX. Automatic Additional Insureds Section II - Who Is An Insured is amended to add: a. The Lessor of Leased Equipment from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. However, 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 71 1403 0121 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2012, 2013 Page 6 of 11 required by the contract or agreement to provide for such additional insured. A person’s or organization’s status as an additional insured under this insurance ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any “occurrence” which takes place after the equipment lease expires. b. The Grantor of Franchise when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to their liability as grantor of a franchise to you. However, 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person’s or organization’s status as an additional insured under this insurance ends when their contract or agreement with you for such franchise ends. c. The Manager or Lessor of premises when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you. A person’s or organization’s status as an additional insured under this insurance ends when their contract or agreement with you for such leased premises ends. This insurance does not apply to: (1) Any “occurrence” which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor of premises. However, 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. d. The Mortgagee, Assignee, or Receiver when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance or use of the premises by you. However, 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 71 1403 0121 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2012, 2013 Page 7 of 11 A person’s or organization’s status as an additional insured under this insurance ends when their contract or agreement with you for such premises ends. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. The Vendor when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to “bodily injury” or “property damage” arising out of “your products” which are distributed or sold in the regular course of the vendor’s business, subject to the following additional exclusions: However, 1. The insurance afforded to such vendor only applies to the extent permitted by law; and 2. If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 71 1403 0121 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2012, 2013 Page 8 of 11 (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. X. Amendment - Aggregate Limits of Insurance The General Aggregate Limit under the Section III - Limits Of Insurance applies separately to each of your: a. Projects away from premises owned by or rented to you; b. “Locations” owned by or rented to you. “Location” means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. XI. Electronic Data Liability a. Exclusion 2.p. of Coverage A Bodily Injury And Property Damage Liability in Section I – Coverages is replaced by the following: 2. Exclusions This insurance does not apply to: p. Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: (1) Any access to or disclosure of any person’s or organization’s confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access or inability to manipulate “electronic data” that does not result from physical injury to tangible property. This exclusion applies even if damages are claimed for notification costs, credit monitoring, expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of “bodily injury”. b. The following is added to Paragraph 2. Exclusions of Section I- Coverage B – Personal And Advertising Injury Liability: 2. Exclusions This insurance does not apply to: Access Or Disclosure Of Confidential Or Personal Information “Personal and advertising injury” arising out of any access to or disclosure of any person’s or organization’s confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information, This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person’s or organization’s confidential or personal information. c. The following paragraph is added to Section III – Limits Of Insurance: Subject to 5. above, the most we will pay under Coverage A for “property damage”, because of all loss of “electronic data” is $50,000 each “occurrence” subject to the $50,000 aggregate or the Electronic Data DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 71 1403 0121 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2012, 2013 Page 9 of 11 Liability Limit shown in the Declarations or Schedule, whichever is higher. d. Paragraph XI.c. does not apply to “property damage” arising out of damage to “electronic data” on embedded controllers used to operate or maintain building equipment. e. The following definition is added to Section V -Definitions: “ Electronic data” means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. f. For the purposes of this coverage, the definition of “Property Damage” in Section V - Definitions is deleted and replaced by the following: 17. “Property damage” means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the “occurrence” that caused it; or c. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate “electronic data”, resulting from physical injury to tangible property. All such loss of “electronic data” shall be deemed to occur at the time of the “occurrence” that caused it. For the purposes of this insurance, “electronic data” is not tangible property. XII. Duties in the Event of Occurrence, Claim or Suit Redefined a. The requirement in Condition 2.a. of Section IV – Commercial General Liability Conditions that you must see to it that we are notified of an “occurrence” only applies when the “occurrence” or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An officer of the corporation or insurance manager, if you are a corporation. b. The requirement in Condition 2.b. of Section IV – Commercial General Liability Conditions that you must see to it that we receive notice of a claim or “suit” will not be considered breached unless the breach occurs after such claim or “suit” is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An officer of the corporation or insurance manager, if you are a corporation. XIII.Transfer Of Rights Of Recovery Against Others To Us The following is added to 8. Transfer Of Rights Of Recovery Against Others To Us condition in Section IV – Commercial General Liability Conditions: A. We waive any right of recovery we may have against any person(s) or organization(s) because of payments we make for injury or damage arising out of your ongoing operations or ”your work” done under a contract with that person(s) or organization(s) and included in the “products-completed operations hazard”. This waiver applies to all person(s) or organizations(s) you have agreed in that written contract or agreement to waive your right of recovery, however, we do not waive our right of recovery against any person or organization due to their liability arising out of the rendering of, or the failure to render, any professional DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 71 1403 0121 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2012, 2013 Page 10 of 11 architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings, designs and specifications; and (2) Supervisory, inspection, architectural or engineering activities. XIV. Bodily Injury Redefined The definition of “bodily injury” in Section V - Definitions is deleted and replaced by the following: 3. “Bodily injury” means bodily injury, sickness or disease sustained by a person including mental anguish or death resulting from any of these. XV. Mobile Equipment Redefined Paragraph 12.f. subparagraph (1) of Section V - Definitions does not apply to self-propelled vehicles of less than 1000 pounds gross vehicle weight. XVI. Unintentional Errors or Omissions We will not deny coverage under this Coverage Part because of the unintentional omission of, or unintentional error in, any information provided by you. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. XVII.Liberalization If we adopt any revision that would broaden the coverage under this policy without additional premium within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this policy. XVIII.Voluntary Property Damage a. We will pay, at the request of any Named Insured, for “voluntary property damage” to the property of others provided: 1. the “voluntary property damage” occurs while such property is in the care, custody or control of an insured or to property over which an insured is, for any purpose, exercising physical control; 2. the “voluntary property damage” arises out of operations away from the premises owned by, rented to, or controlled by the Named Insured; and 3. the “property damage” coverage of the policy would extend to the operation causing the loss. b. The insurance under this coverage does not apply to “voluntary property damage” to property: 1. while being transported by, or caused by the ownership, maintenance, operation, use, loading or unloading of any automobile, watercraft or aircraft; or 2. rented to any Named Insured. c. This insurance will apply only to loss that is in excess of $250 for each “occurrence.” d. The most we will pay under this coverage is $5,000 for each “occurrence” subject to $5,000 aggregate for the policy year. The each “occurrence” and aggregate limit is in addition to the each “occurrence” and aggregate limit of the Voluntary Property Damage limit provided in the Contractors Special Liability endorsement 70 1909 if attached to this policy. e. Payment under this coverage will not include any prospective profit or overhead charges of any nature. f. “Voluntary property damage” as used in this coverage means physical injury to tangible property and does not include disappearance, abstraction or loss of use. XIX. Special Broad Form Property Damage Liability Coverage a. Section I. Coverage A., 2. Exclusion, j. Damage To Property, Paragraphs j.(3), j.(4), and j.(5) are modified as follows: Exclusions j.(3), j.(4) and j.(5) do not apply to the first $5,000 of “property damage” for each “occurrence” that would otherwise be insured except for the application of these exclusions, as long as the “occurrence” takes place away from the premises you own, rent or control. The limit above is in addition to the limit for Special Broad Form Property Damage Liability Coverage 70 1909 if attached to this policy. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 71 1403 0121 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2012, 2013 Page 11 of 11 XX. Fellow Employee Extension Under Section II- Who Is An Insured, Paragraphs 2.a. and 2.a.(1) are replaced by the following: 2. Each of the following is also an insured: a. Your “volunteer workers” only while performing duties related to the conduct of your business, or your “employees”, other than either your “executive officers” (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these “employees” or “volunteer workers” are insureds for: (1) “Bodily injury” or “personal and advertising injury”: (a) Arising out of his or her providing or failing to provide professional health care services. With respect to this provision only, Subparagraph (1) of Exclusion 2.e. Employers Liability under Section I Coverages, Coverage A.-Bodily Injury and Property Damage Liability does not apply. XXI. Medical Payments a) The Medical Expense Limit in Paragraph 7. Of Section III-Limits of Insurance is replaced by a new Medical Expense Limit, which will be subject to all the terms of Section III- Limits of Insurance. If the Medical Expense Limit provided by the coverage part is $10,000, the new Medical Expense Limit is increased to $20,000. b) This coverage does not apply if Coverage C- Medical Payments is excluded either by the provisions of any coverage forms attached to the policy or by endorsement. XXII. Damage To Premises Rented To You a. Under Section I-Coverages, Coverage A Bodily Injury And Property Damage Liability, Exclusion j. Damage To Property, the number of rental days is amended from a period of seven or fewer consecutive days to a period of ten or fewer consecutive days. b. Under Section I-Coverages, Coverage A Bodily Injury And Property Damage Liability, the last paragraph of 2. Exclusions is replaced with: If Damage to Premises Rented To You is not otherwise excluded, Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, 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. c. Under Section III- Limits Of Insurance, Paragraph 6. Is replaced with: 6. Subject to 5. above, the Damage To Premises Rented to You Limit is the most we will pay under Coverage A for damages because of “property damage” to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or sprinkler leakage, while rented to you or temporarily occupied by you with permission of the owner. d. Under Section IV- Commercial General Liability Conditions, Condition 4. Other Insurance, b. Excess Insurance (1) (a) (ii) is replaced with: (ii) That is Fire, Lightning, Explosion, Smoke, or Sprinkler Leakage insurance for premises rented to you or temporarily occupied by you with permission of the owner. e. Under Section V-Definitions, paragraph a. of Definition 9. “insured contract” is deleted and replaced with: a. A contract for lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner is not an “insured contract” ; DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 71 1145 0121 Includes copyrighted material of Insurance Services Office, Inc., with its Page 1 of 2 Permission. Copyright@2006, 2007, 2012 by ISO Properties, Inc., and ISO Services Properties, Inc., ALL RIGHTS RESERVED. THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY AUTOMATIC ADDITIONAL INSUREDS -- OWNERS, CONTRACTORS AND SUBCONTRACTORS (COMPLETED OPERATIONS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following provision is added to SECTION II - WHO IS AN INSURED 1. Any person(s) or organization(s) (referred to below as “additional insured’) you are required in a written contract or agreement to specifically name as an additional insured for the “products-completed operations hazard”. A general obligation to name a person or organization as an additional insured on any policy of insurance (including those providing coverage for the “products-completed operations hazard”) will be deemed to extend only to your ongoing operations for that person or organization. An additional insured for the products-completed operation hazard is only an additional insured with respect to liability for “bodily injury” or “property damage”: (1) caused, in whole or in part, by “your work” at the location or project designated and described in the contract or agreement; (2) performed for that additional insured; and (3) included in the “products- completed operations hazard.” A person’s or organization’s status as an additional insured under this endorsement ends when the obligation to provide additional insured status for the “products-completed operations hazard” in the written contract or agreement ends; or if no specific date or time period is included in the written contract or agreement, coverage will be extended for one year from the date “your work” is deemed complete under the definition of “products- completed operations hazard.” However, 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to “bodily injury” or “property damage” arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings, designs and specifications; and 2. Supervisory, inspection, architectural or engineering activities. C The limits of insurance applicable to the additional insured are those specified in the written contract or agreement or in the Declarations for this policy, whichever are less. These limits of insurance are inclusive of and not DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 711145 0121 Includes copyrighted material of Insurance Services Office, Inc., with its Page 2 of 2 Permission. Copyright@2006, 2007, 2012 by ISO Properties, Inc., and ISO Services Properties, Inc., ALL RIGHTS RESERVED. in addition to the limits of insurance shown in the Declarations. D. With respect to the coverage provided by this endorsement, SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance, Subparagraph a. Primary Insurance, is deleted and replaced by the following: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below, except; (1)If a written contract or agreement that requires any person(s) or organization(s) to be an additional insured also requires this insurance to be primary and noncontributory, then this insurance is primary over any other insurance in which the additional insured is a Named Insured. We will not seek contribution from any other liability policy in which the additional insured is a Named Insured. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 71 0741 0121 Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, © 2006, 2007, 2012 by ISO Properties, Inc., and ISO Services Properties, Inc., ALL RIGHTS RESERVED. THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY AUTOMATIC ADDITIONAL INSUREDS -- OWNERS, CONTRACTORS AND SUBCONTRACTORS (ONGOING OPERATIONS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A.The following provision is added to SECTION II - WHO IS AN INSURED 1.Any person(s) or organization(s) (referred to below as additional insured) you are required in a written contract or agreement to name as an additional insured, but only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location or project described in the contract or agreement. However, 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person’s or organization’s status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to insurance afforded to these additional insureds, the following additional exclusions apply: 1.This insurance does not apply to “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings, designs and specifications; and b. Supervisory, inspection, architectural or engineering activities. 2. This insurance does not apply to “bodily injury” or “property damage” occurring after: a. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 71 0741 0121 Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, © 2006, 2007, 2012 by ISO Properties, Inc., and ISO Services Properties, Inc., ALL RIGHTS RESERVED. insured(s) at the location of the covered operations has been completed; or b. That portion of “your work” out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as part of the same project. C.The limits of insurance applicable to the additional insured are those specified in the written contract or agreement or in the Declarations for this policy, whichever are less. These limits of insurance are inclusive of and not in addition to the limits of insurance shown in the Declarations. D. With respect to the coverage provided by this endorsement, SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance, Subparagraph a. Primary Insurance, is replaced by the following: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below, except; (1)If a written contract or agreement that requires any person(s) or organization(s) to be an additional insured also requires this insurance to be primary and noncontributory, then this insurance is primary over any other insurance in which the additional insured is a Named Insured. We will not seek contribution from any other liability policy in which the additional insured is a Named Insured. DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A 09/27/2023 Sentinel Risk Advisors LLC 4700 Six Forks Road Suite 200 Raleigh NC 27609 Kristin Lane (919) 926-4623 (919) 926-4664 klane@sentinelra.com ONLINE Information Services, Inc P.O. Box 1489 Winterville NC 28590 Evanston Insurance Co 35378 CL235115944 A Professional Errors & Omissions MKLV4PEO001823 05/01/2023 05/01/2024 Each Claim $5,000,000 Aggregate $5,000,000 Deductible $50,000 Orange County, its officers, agents and employees are included as Additional Insured. Orange County PO Box 8181, 300 W. Tryon St. Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A