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HomeMy WebLinkAbout2024-052-E-Solid Waste-Incline Construction Incorporated-Install Restroom PartitionsRevised 04/23 1 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 22nd day of January, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Incline Construction Incorporated, (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): Remove and replace partitions in three bathrooms as set forth in Option 1 and the Alternate Addition as set forth on the proposal attached hereto as Exhibit 1, said bathrooms being located at the Solid Waste Administration building located at 1207 Eubanks Rd. Chapel Hill NC. 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 DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 Revised 04/23 2 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and 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. DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 Revised 04/23 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Remove seven (7) restroom partitions and provide and install replacement with ASI Global partitions matching existing partitions. Partitions are to be floor mounted with overhead rail with Integrated privacy, including continuous wall brackets (no cracks). Panels and doors are 9.5” above the floor and headrail top is 84” above the floor. Proposal assumes proper support blocking exists in walls (…from the old partition installation). Service shall include installation of client's current accessories or installing client-provided replacement accessories (paper holders, rails). Following installation of the partitions, walls, as determined by County, will be painted and repaired at a cost of $225 per wall. Any patch and paint will include an entire wall surface, or “corner to corner”. 4. Duration of Services a. Term. The term of this Agreement shall be from January 22, 2024 to March 22, 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 January 22, 2024. 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 Seventeen thousand, one hundred seventy-five Dollars ($17,175). 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 DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 Revised 04/23 4 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 (Robert Williams or his designee) 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 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. DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 Revised 04/23 5 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 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 DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 Revised 04/23 6 certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 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 DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 Revised 04/23 7 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 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: Robert Williams Incline Const. Chris Sparks P.O. Box 8181 2503 Easte Pettigrew St Hillsborough, NC 27278 Durham, NC 27703 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 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: _________________________________ County Manager By: __________________________________ Printed Name and Title DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 Sec/TreasurerChris Sparks Revised 04/23 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Incline Construction Incorporated Vendor Contact Person: Chris Sparks Phone: 919-819-0640 Address: 2503 East Pettigrew Street City Durham State: NC Zip: 27703 Department: Solid Waste Management Amount: $15,600 Purpose: Install Restroom Particians Budget Code(s): 50350020-570000 Vendor # N/A Vendor Status with NCSOS: Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date End Date Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by 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 prio r 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 of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board 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 D ocusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 1/25/2024 1/29/2024 1/29/2024 1/29/2024 Revised 04/23 10 DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 10/18/23 Rev. 12/06/23 Mr. J Raper Orange County Solid Waste 1207 Eubanks Road Chapel Hill, NC 27516 Re: Proposal for New Toilet Partitions in Three Toilets Mr. Raper: Please consider this our proposal for removal and replacement of existing toilet partitions in three toilets. The toilets are located in the Orange County Solid Waste Office Building, 1207 Eubanks Road; Chapel Hill, NC. We offer two options. Option #1: ASI Global partitions matching existing. $15,600.00 [Fifteen thousand six hundred dollars] Option #2 Also ASI, with color selection attached. $13,880.00 [Thirteen thousand eight hundred eighty dollars] General notes:  Both partitions are the same. Finishes are the only difference.  Both partitions are floor mounted with overhead rail.  Integrated privacy, with continuous wall brackets (no cracks).  Panels and doors are 9.5” above the floor.  Headrail top is 84” above the floor.  No repairs of existing finishes in floors or walls have been included.  Proposal assumes proper support blocking exists in walls (…from the old partition installation)  Pricing includes re-using client’s accessories OR installing client-provided replacement accessories (paper holders, rails, etc.) Alternate Additional: While we will take every precaution not to damage wall finishes, there may be a need to patch and paint certain wall areas. In most if not all cases, the new toilet partitions will cover the areas of attachment for the old partitions. Patching in this case will not be necessary. That being said, for the best outcome, patch and paint should include an entire wall surface, or “corner to corner” as we say. A unit-cost to patch and paint one wall of a toilet room, in a matching finish will cost $225. If you have questions. Please reach out at your convenience. Thank you for contacting Incline Construction Incorporated. Sincerely, Chris Sparks Sec/Treasurer csparks@inclineconstruction.com Cell 919-819-0640 DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 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 11/14/2023 SIA Group,Inc. 827 Gum Branch Road Jacksonville NC 28540 Certificate Administrator 910-478-3373 910-455-7481 certs@siagroup.com National Trust Insurance Company 20141 INCLCON-01 Monroe Guaranty Insurance Company 32506InclineConstruction 2503 East Pettigrew Street Durham NC 27703 FCCI Insurance Company 10178 Builders Mutual Insurance Company 10844 1485656670 A X 1,000,000 X 100,000 5,000 1,000,000 2,000,000 X Y CPP100050540-04 8/1/2023 8/1/2024 2,000,000 B 1,000,000 X X X CA10005054203 8/1/2023 8/1/2024 C X X 1,000,000UMB100050541048/1/2023 8/1/2024 1,000,000 X 10,000 D XWCP1080199028/1/2023 8/1/2024 500,000 500,000 500,000 A Leased/Rented Equipment Installation Floater CPP100050540-04 8/1/2023 8/1/2024 Limit $100,000 Jobsite $500,000 Deductible $1,000 Cat $1,500,000 Specific Job Ref:Solid Waste Office Toilet Partition Replacement Orange County,its officers,agents and employees are included as additional insured for the general liability policy when required by written contract. Orange County 300 West Tryon Street P.O.Box 8181 Hillsborough NC 27278 THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 FIRST CHOICE CONTRACTORS LIABILITY ENDORSEMENT TABLE OF CONTENTS DESCRIPTION PAGE Additional Insured Coverage ...................................................................................................................................... 9 Bail Bonds................................................................................................................................................................... 9 Blanket Waiver of Subrogation ................................................................................................................................. 14 Bodily Injury and Property Damage ........................................................................................................................... 1 Care, Custody or Control ............................................................................................................................................ 3 Contractors Errors and Omissions ............................................................................................................................. 6 Contractual Liability (Personal & Advertising Injury) .................................................................................................. 2 Electronic Data Liability .............................................................................................................................................. 1 General Liability Conditions ...................................................................................................................................... 13 Incidental Malpractice ................................................................................................................................................. 9 Insured ........................................................................................................................................................................ 9 Limited Product Withdrawal Expense ........................................................................................................................ 3 Limits of Insurance ................................................................................................................................................... 11 Loss of Earnings......................................................................................................................................................... 9 Lost Key Coverage ..................................................................................................................................................... 8 Newly Formed or Acquired Organizations ............................................................................................................... 11 Non-Owned Watercraft ............................................................................................................................................... 1 Property Damage Liability Borrowed Equipment .................................................................................................... 1 ...................................................................................................... 8 Voluntary Property Damage ....................................................................................................................................... 2 DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 COMMERCIAL GENERAL LIABILITY CGL 088 (02 21) CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 1 of 14 Copyright 2020 FCCI Insurance Group THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FIRST CHOICE CONTRACTORS LIABILITY ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM NOTE: The following are additions, replacements and amendments to the Commercial General Liability Coverage Form, and will apply unless excluded by separate endorsement(s) to the Commercial General Liability Coverage Form. The COMMERCIAL GENERAL LIABILITY COVERAGE FORM is amended as follows: SECTION I - COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE is amended as follows: 1. Exclusion 2.a., Expected or Intended Injury, is replaced with the following: a. ed or intended from the standpoint of the insured. This force to protect persons or property. 2. Non-owned Watercraft Exclusion 2.g. (2) (a) is replaced with the following: (a) Less than 51 feet long; and 3. Property Damage Liability Borrowed Equipment The following is added to Exclusion 2.j. (4): jobsite this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured, whether primary, excess, contingent or on any other basis. 4. Limited Electronic Data Liability Exclusion 2.p. is replaced with the following: p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or coverage. The following definition is added to SECTION V DEFINITIONS of the Coverage Form: "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. DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 COMMERCIAL GENERAL LIABILITY CGL 088 (02 21) CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 2 of 14 Copyright 2020 FCCI Insurance Group For purposes of this Limited Electronic Data Liability SECTION V DEFINITIONS of the Coverage Form is replaced by the following: 17. 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 c. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly gible property. SECTION I COVERAGES, COVERAGE B. PERSONAL AND ADVERTISING INJURY LIABILITY is amended as follows: Paragraph 2.e. Exclusions the Contractual Liability Exclusion is deleted. SECTION I COVERAGES, the following coverages are added: COVERAGE D. VOLUNTARY PROPERTY DAMAGE 1. Insuring Agreement caused by you, or while in your possession, arising out of your business operations. The amount we will pay for damages is described in SECTION III LIMITS OF INSURANCE. 2. Exclusions This insurance does not apply to: "Property Damage" to: a. Property at premises owned, rented, leased or occupied by you; b. Property while in transit; c. Property owned by, rented to, leased to, loaned to, borrowed by, or used by you; d. premises; e.-; f. Motor vehicles; g. h. 3. Deductible the amount of loss in excess of $250 up to the applicable limit of insurance. 4. Cost Factor In the event of a covered loss, you shall, if requested by us, replace the damaged property or furnish the labor and materials necessary for repairs thereto at your actual cost, excluding profit or overhead charges. DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 COMMERCIAL GENERAL LIABILITY CGL 088 (02 21) CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 3 of 14 Copyright 2020 FCCI Insurance Group The insurance afforded under COVERAGE D is excess over any other valid and collectible property or inland marine insurance (including the deductible applicable to the property or inland marine coverage) available to you whether primary, excess, contingent or any other basis. Coverage D covers unintentional damage or destruction, but does not cover disappearance, theft, or loss of use. The insurance under COVERAGE D does not apply if a loss is paid under COVERAGE E. COVERAGE E. CARE, CUSTODY OR CONTROL 1. Insuring Agreement We will pay those sums that the insured becomes legally obligated to pay as damages because of control your business operations. The amount we will pay for damages is described in SECTION III LIMITS OF INSURANCE. 2. Exclusions This insurance does not apply to: a. Property at premises owned, rented, leased or occupied by you; b. Property while in transit; c. premises; d. Prop - e. Motor vehicles; f. g. 3. Deductible We will not pay for loss in any one the amount of loss in excess of $250 up to the applicable limit of insurance. 4. Cost Factor In the event of a covered loss, you shall, if requested by us, replace the damaged property or furnish the labor and materials necessary for repairs thereto at your actual cost, excluding profit or overhead charges. The insurance afforded under COVERAGE E is excess over any other valid and collectible property or inland marine insurance (including the deductible applicable to the property or inland marine coverage) available to you whether primary, excess, contingent or any other basis. The insurance under COVERAGE E does not apply if a loss is paid under COVERAGE D. COVERAGE F. LIMITED PRODUCT WITHDRAWAL EXPENSE 1. Insuring Agreement a. The amount of such reimbursement is limited as described in SECTION III - LIMITS OF INSURANCE. No other obligation or liability to pay sums or perform acts or services is covered. DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 COMMERCIAL GENERAL LIABILITY CGL 088 (02 21) CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 4 of 14 Copyright 2020 FCCI Insurance Group a. 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 only those "product withdrawal expenses" which are incurred and reported to us within one year of the date the "product withdrawal" was initiated. 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 have 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 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; (2) When you received, either orally or in writing, notification of an order from an authorized government entity to conduct a "product withdrawal; or (3) When a third party has initiated a "product withdrawal" and you communicate agreement with the "product withdrawal", or you announce to the general public, your vendors or to your employees (other than those employees directly involved in making the determination) your decision to participate in the "product withdrawal", whichever comes first. e. "Product withdrawal expenses" incurred to withdraw "your products" which contain: (1) The same "defect" will be deemed to have arisen out of the same "product withdrawal"; or (2) A different "defect" will be deemed to have arisen out of a separate "product withdrawal" if newly determined or ordered in accordance with paragraph 1.b of this coverage. 2. Exclusions This insurance does not apply to "product withdrawal" expenses" arising out of: a. Any "product withdrawal" initiated due to: (1) The failure of "your products" 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. (2) Copyright, patent, trade secret or trademark infringements; (3) Transformation of a chemical nature, deterioration or decomposition of "your product", except if it is caused by: (a) An error in manufacturing, design, processing or transportation of "your product"; or (b) "Product tampering". (4) Expiration of the designated shelf life of "your product". b. 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 inception date of this Coverage Part or prior to the time "your product" leaves your control or possession. c. 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. d. Recall of "your products" which have been banned from the market by an authorized government entity prior to the policy period. e. The defense of a claim or "suit" against you for "product withdrawal expenses". DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 COMMERCIAL GENERAL LIABILITY CGL 088 (02 21) CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 5 of 14 Copyright 2020 FCCI Insurance Group 3.For the purposes of the insurance afforded under COVERAGE F, the following is added to 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition under SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS: e. Duties In The Event Of A "Defect" Or A "Product Withdrawal" (1) You must see to it that we are notified as soon as practicable of any actual, suspected or threatened "defect" in "your products", or any governmental investigation, that may result in a "product withdrawal". To the extent possible, notice should include: (a) How, when and where the "defect" was discovered; (b) The names and addresses of any injured persons and witnesses; and (c) The nature, location and circumstances of any injury or damage arising out of use or (2) If a "product withdrawal" is initiated, you must: (a) Immediately record the specifics of the "product withdrawal" and the date it was initiated; (b) Send us written notice of the "product withdrawal" as soon as practicable; and (c) Not release, consign, ship or distribute by any other method, any product, or like or similar products, with an actual, suspected or threatened defect. (3) You and any other involved insured must: (a) Immediately send us copies of pertinent correspondence received in connection with the "product withdrawal"; (b) Authorize us to obtain records and other information; and (c) Cooperate with us in our investigation of the "product withdrawal". 4.For the purposes of this Coverage F, the following definitions are added to the Definitions Section: a. b. "Product tampering" is an act of intentional alteration of "your product" which may cause or has caused "bodily injury" or physical injury to tangible property. When "product tampering" is known, suspected or threatened, a "product withdrawal" will not be limited to those batches of "your product" which are known or suspected to have been tampered with. c. "Product withdrawal" means the recall or withdrawal of "your products", or products which contain "your products", from the market or from use, by any other person or organization, because of a known or suspected "defect" in "your product", or a known or suspected "product tampering", which has caused or is reasonably expected to cause "bodily injury" or physical injury to tangible property. d. "Product withdrawal expenses" means those reasonable and necessary extra expenses, listed below paid and directly related to a "product withdrawal": (1) Costs of notification; (2) Costs of stationery, envelopes, production of announcements and postage or facsimiles; (3) Costs of overtime paid to your regular non-salaried employees and costs incurred by your employees, including costs of transportation and accommodations; (4) Costs of computer time; (5) Costs of hiring independent contractors and other temporary employees; (6) Costs of transportation, shipping or packaging; (7) Costs of warehouse or storage space; or DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 COMMERCIAL GENERAL LIABILITY CGL 088 (02 21) CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 6 of 14 Copyright 2020 FCCI Insurance Group (8) 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; but "product withdrawal expenses" does not include costs of the replacement, repair or redesign of "your product", or the costs of regaining your market share, goodwill, revenue or profit. e.ctures, sells or distributes goods or products. The insurance under COVERAGE F does not apply if a loss is paid under COVERAGE G. COVERAGE G. CONTRACTORS ERRORS AND OMISSIONS 1. Insuring Agreement workmanship, material or design, or products including consequential loss, to which this insurance applies. The damages must have resulted from your negligent act, error or omission while acting in your business capacity as a contractor or subcontractor or from a defect in material or a product sold or installed by you while acting in this capacity. The amount we will pay for damages is described in SECTION III LIMITS OF INSURANCE. Omissions coverage. period. This coverage does not apply to additional insureds, if any. Supplementary Payments Coverage A and B do not apply to Coverage G. Contractors Errors and Omissions. 2. Exclusions This insurance does not apply to: a. b. Liability or penalties arising from a delay or failure to complete a contract or project, or to complete a contract or project on time. c. Liability because of an error or omission: (1) In the preparation of estimates or job costs; (2) Where cost estimates are exceeded; (3) In the preparation of estimates of profit or return on capital; (4) In advising or failure to advise on financing of the work or project; or (5) In advising or failing to advise on any legal work, title checks, form of insurance or suretyship. d. Any liability which arises out of any actual or alleged infringement of copyright or trademark or trade dress or patent, unfair competition or piracy, or theft or wrongful taking of concepts or intellectual property. e. Any liability for damages: (1) From the intentional dishonest, fraudulent, malicious or criminal acts of the Named Insured, or by any partner, member of a limited liability company, or executive officer, or at the direction of any of them; or (2) Which is in fact expected or intended by the insured, even if the injury or damage is of a different degree or type than actually expected or intended. DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 COMMERCIAL GENERAL LIABILITY CGL 088 (02 21) CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 7 of 14 Copyright 2020 FCCI Insurance Group f. Any g. h. in whole or in part, before you have (1) When all of the work called for in your contract or work order has been completed; (2) When all the work to be done at the job site has been completed if your contract calls for work at more than one job site; or (3) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service or maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as complete. i. hysical possession. j. Any liability arising out of the rendering of or failure to render any professional services by you or on your behalf, but only with respect to either or both of the following operations: (1) Providing engineering, architectural or surveying services to others; and (2) Providing or hiring independent professionals to provide engineering, architectural or surveying services in connection with construction work you perform. Professional services include the preparing, approving or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications. Professional services also include supervisory or inspection activities performed as part of any related architectural or engineering activities. But, professional services do not include services within construction means, methods, techniques, sequences and procedures employed by you in connection with construction work you perform. k. Your loss of profit or expected profit and any liability arising therefrom. l. m. relinquished or waived. n. damage arises was performed on your behalf by a subcontractor. o. Any liability arising from the substitution of a material or product for one specified on blueprints, work orders, contracts or engineering specifications unless there has been written authorization, or unless the blueprints, work orders, contracts or engineering specifications were written by you, and you have authorized the changes. p. Liability of others assumed by the insured under any contract or agreement, whether oral or in writing. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. 3. For the purposes of Coverage G, the following definition is added to the Definitions section: a. excavating or improvement in the size, use or appearance of any structure or land. 4. Deductible insurance will not be reduced by the application of the deductible amount. DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 COMMERCIAL GENERAL LIABILITY CGL 088 (02 21) CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 8 of 14 Copyright 2020 FCCI Insurance Group notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. 5. Cost Factor In the event of a covered loss, you shall, if requested by us, replace the damaged property or furnish the labor and materials necessary for repairs thereto at your actual cost, excluding profit or overhead charges. The insurance under COVERAGE G does not apply if a loss is paid under COVERAGE F. COVERAGE H. LOST KEY COVERAGE 1. Insuring Agreement We will pay those sums, subject to the limits of liability described in SECTION III LIMITS OF INSURANCE in this endorsement and the deductible shown below, that you become legally obligated to pay as damages covered by this endorsement are limited to the: a. Actual cost of the keys; b. Cost to adjust locks to accept new keys; or c. Cost of new locks, if required, including the cost of installation. 2. Exclusions This insurance does not apply to: a. Keys owned by any insured, employees of any insured, or anyone acting on behalf of any insured; b. Any resulting loss of use; or c. Any of the following acts by any insured, employees of any insured, or anyone acting on behalf of any insured: 1) Misappropriation; 2) Concealment; 3) Conversion; 4) Fraud; or 5) Dishonesty. 3. Deductible insurance will not be reduced by the application of the deductible amount. We may pay any part or all of the deductible amount to effect settlement of any claim or "suit" and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. EXPANDED COVERAGE FOR TE The first paragraph after subparagraph (6) in Exclusion j., Damage to Property is amended to read as follows: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III Limits Of Insurance. DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 COMMERCIAL GENERAL LIABILITY CGL 088 (02 21) CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 9 of 14 Copyright 2020 FCCI Insurance Group SECTION I - COVERAGES, SUPPLEMENTARY PAYMENTS COVERAGE A and B is amended as follows: All references to SUPPLEMENTARY PAYMENTS COVERAGES A and B are amended to SUPPLEMENTARY PAYMENTS COVERAGES A, B, D, E, G, and H. 1. Cost of Bail Bonds Paragraph 1.b. is replaced with the following: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Loss of Earnings Paragraph 1.d. is replaced with the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense to $500 a day because of time off from work. SECTION II WHO IS AN INSURED is amended as follows: 1. Incidental Malpractice Paragraph 2.a.(1)(d) is replaced with the following: (d) Arising out of his or her providing or failing to provide professional health care services. However, this exclusion does not apply to a nurse, emergency medical technician or paramedic employed by you to provide medical services, unless: (i) You are engaged in the occupation or business of providing or offering medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; or (ii) whether the other insurance is primary, excess, contingent or on any other basis. 2. Broadened Who Is An Insured The following are added to Paragraph 2.: Subsidiaries e. Your subsidiaries if: (1) They are legally incorporated entities; and (2) You own more than 50% of the voting stock in such subsidiaries as of the effective date of this policy. If such subsidiaries are not shown in the Declarations, you must report them to us within 180 days of the inception of your original policy. Additional Insureds f. Any person or organization described in paragraphs g. through k. below whom you are required to add as an additional insured on this policy under a written contract or agreement in effect during the term of this However, the insurance afforded to such additional insured(s): (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured; (3) Will not be broader than that which is afforded to you under this policy; (4) Is subject to the conditions described in paragraphs g. through k. below; and (5) Nothing herein shall extend the term of this policy. DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 COMMERCIAL GENERAL LIABILITY CGL 088 (02 21) CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 10 of 14 Copyright 2020 FCCI Insurance Group g. Owner, Lessor or Manager of Premises If the additional insured is an owner, lessor or manager of premises, such person or organization shall be covered only with respect to liability for advertising the ownership, maintenance or use of that part of any premises leased to you and subject to the following additional exclusions: (1) that takes place after you cease to occupy those premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. h. State or Governmental Agency or Subdivision or Political Subdivision Permits or Authorizations If the additional insured is the state or any political subdivision, the state or political subdivision shall be covered only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit or authorization. This insurance does not apply to: (1) performed for the federal government, state or municipality; or (2) - i. Lessor of Leased Equipment If the additional insured is a lessor of leased equipment, such lessor shall be covered only with respect to part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). With respect to the insurance afforded to these additional insureds, this insurance does j. Mortgagee, Assignee, or Receiver If the additional Insured is a mortgagee, assignee, or receiver of premises, such mortgagee, assignee or receiver of premises is an additional 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. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. k. Vendor If the additional insured is a vendor, such vendor is an additional insured only with respect to liability for (1) The insurance afforded to the vendor does not apply to: (a) 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 absence of the contract or agreement. (b) Any express warranty unauthorized by you; (c) (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 COMMERCIAL GENERAL LIABILITY CGL 088 (02 21) CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 11 of 14 Copyright 2020 FCCI Insurance Group (f) Demonstration, installation, servicing or repair operations, except such operations performed at (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) acts or omissions or those of its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: i. The exceptions contained in Subparagraphs d. or f.; or ii. Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. Newly Formed or Acquired Organizations Paragraph 3. is amended as follows: a. Coverage under this provision is afforded until the end of the policy period. d. Coverage A does not apply to product recall expense arising out of any withdrawal or recall that occurred before you acquired or formed the organization. SECTION III LIMITS OF INSURANCE is amended as follows: 1. Paragraph 2. is replaced with the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. - c. Damages under Coverage B; d. e. Care, Custody or Control damages under Coverage E.; and f. Lost Key Coverage under Coverage H. 2. Paragraph 5. is replaced with the following: 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; b. Medical expenses under Coverage C; c. d. Care, Custody or Control damages under Coverage E; e. Limited Product Withdrawal Expense under Coverage F; f. Contractors Errors and Omissions under Coverage G.; and, g. Lost Key Coverage under Coverage H. 3. Paragraph 6. is replaced with the following: DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 COMMERCIAL GENERAL LIABILITY CGL 088 (02 21) CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 12 of 14 Copyright 2020 FCCI Insurance Group 6. Subject to Paragraph 5. above the Damage To Premises Rented To You Limit is the most we will pay or in the case of damage by fire or explosion, while rented to you or temporarily occupied by you with permission of the owner. The Damage to Premises Rented to You Limit is the higher of the Each Occurrence Limit shown in the Declarations or the amount shown in the Declarations as Damage To Premises Rented To You Limit. 4. Paragraph 7. is replaced with the following: 7. Subject to Paragraph 5. above, the higher of $10,000 or the Medical Expense Limit shown in the sustained by any one person. 5. Paragraph 8. is added as follows: 8. Subject to Paragraph 5. above, the most we will pay under Coverage D. Voluntary Property Damage for any one-policy period, regardless of the number of claims made or suits brought, is $3,000. 6. Paragraph 9. is added as follows: 9. Subject to Paragraph 5. above, the most we will pay under Coverage E. Care, Custody or Control for -policy period, regardless of the number of claims made or suits brought, is $5,000. 7. Paragraph 10. is added as follows: 10. Subject to Paragraph 5. above, the most we will pay under Coverage F. Limited Product Withdrawal -policy period, regardless of the number of 8. Paragraph 11. is added as follows: 11. Subject to Paragraph 5. above, the most we will pay under Coverage G. Contractors Errors and Omissions for damage in any one- brought, or persons or organizations making claim For errors in contract or job specifications or in recommendations of products or materials to be used, this policy will not pay for additional costs of products and materials to be used that would not have been incurred had the correct recommendations or specifications been made. 9. Paragraph 12. is added as follows: 12. Subject to Paragraph 5. above, the most we will pay under Coverage H., Lost Key Coverage for damages arising out of any one occurrence is $50,000. 10. Paragraph 13. is added as follows: 13. The General Aggregate Limit applies separately to: a. Each of your projects away from premises owned by or rented to you; or b. 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. 11. Paragraph 14. is added as follows: 14. With respect to the insurance afforded to any additional insured provided coverage under this endorsement: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 COMMERCIAL GENERAL LIABILITY CGL 088 (02 21) CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 13 of 14 Copyright 2020 FCCI Insurance Group a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance; whichever is less. This endorsement shall not increase the applicable Limits of Insurance. SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: 1. Subparagraph 2.a. of Duties In The Event Of Occurrence, Offense, Claim, or Suit is replaced with the following: a. result in a claim. This requirement applies only following: (1) An individual who is the sole owner; (2) A partner, if you are a partnership or joint venture; (3) (4) A manager, if you are a limited liability company; (5) A person or organization having proper temporary custody of your property if you die; (6) The legal representative of you if you die; or (7) real estate manager. To the extent possible, notice should include: (1) (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage ar 2. The following is added to Subparagraph 2.b. of Duties In The Event Of Occurrence, Offense, Claim, or Suit: (1) An individual who is the sole owner; (2) A partner or insurance manager, if you are a partnership or joint venture; (3) (4) A manager or insurance manager, if you are a limited liability company; (5) Your officials, trustees, board members or insurance manager, if you are a not-for-profit organization; (6) A person or organization having proper temporary custody of your property if you die; (7) The legal representative of you if you die; or (8) 3. The following is added to paragraph 2. of Duties in the Event of Occurrence, Offense, Claim or Suit: e.nsation carrier that develops into a liability claim for ever, you may be a liability claim rather than a workers compensation claim. DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660 COMMERCIAL GENERAL LIABILITY CGL 088 (02 21) CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 14 of 14 Copyright 2020 FCCI Insurance Group 4. Paragraph 6. is replaced with the following: 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. Any error or omission in the description of, or failure to completely describe or disclose any premises, operations or products intended to be covered by the Coverage Form will not invalidate or affect coverage for those premises, operations or products, provided such error or omission or failure to completely describe or disclose premises, operations or products was not intentional. You must report such error or omission to us as soon as practicable after its discovery. However, this provision does not affect our right to collect additional premium charges or exercise our right of cancellation or nonrenewal. 5. The following is added to paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery against any person or organization, because of any payment we make under this Coverage Part, to whom the insured has waived its right of recovery in a written contract or agreement. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person or organization prior to loss. 6. Paragraph 10. is added as follows: 10. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in the applicable state(s). DocuSign Envelope ID: 4CA39642-7EA6-465D-B4BF-C9C28F49D660