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2025-399-E-Social Svc-SpeakWrite-transcription services
Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C Contract#68-3014 SpeakWrite,L.L.C. Contract#68-3014 Fiscal Year Begins July 1,2025 Ends June 30,2026 This contract is hereby entered into by and between the Orange County Department of Social Services (the "County") and SpeakWrite,L.L.C. (the"Contractor")(referred to collectively as the"Parties"). The Contractor's federal tax identification number or Social Security Number is 46-1689311. 1. Contract Documents: This Contract consists of the following documents: (1) This contract (2) The General Terms and Conditions (Attachment A) (3) The Scope of Work, description of services,and rate (Attachment B) (4) Combined Federal Certifications (Attachment C) (5) Conflict of Interest(Attachment D) (6) No Overdue Taxes(Attachment E) (7) State Certification(Attachment M) (8) Non-Discrimination, Clean Air, Clean Water(Attachment N) (9) Outcomes and Reporting(Attachment O) (10) Contract Determination Questionnaire (required on file) These documents constitute the entire agreement between the Parties and supersede all prior oral or written statements or agreements. 2. Precedence among Contract Documents: In the event of a conflict between or among the terms of the Contract Documents,the terms in the Contract Document with the highest relative precedence shall prevail. The order of precedence shall be the order of documents as listed in Paragraph 1, above, with the first-listed document having the highest precedence and the last-listed document having the lowest precedence. If there are multiple Contract Amendments,the most recent amendment shall have the highest precedence and the oldest amendment shall have the lowest precedence. 3. Effective Period: This contract shall be effective on July 1,2025 and shall terminate on June 30,2026. This contract must be twelve months or less. 4. Contractor's Duties: The Contractor shall provide the services and in accordance with the approved rate as described in Attachment B,Scope of Work, and shall meet the requirements set for in Attachment O, Outcomes and Reporting. 5. County's Duties: The County shall pay the Contractor in the manner and in the amounts specified in the Contract Documents. The total amount paid by the County to the Contractor under this contract shall not exceed $20,000. This amount consists of $20,000 in Federal, State, and County funds(CFDA# ). ® a. There are no matching requirements from the Contractor. ❑ b. The Contractor's matching requirement is $ ,which shall consist of: ❑ In-kind ❑ Cash ❑ Cash and In-kind ❑ Cash and/or In-kind The contributions from the Contractor shall be sourced from non-federal funds. The total contract amount including any Contractor match shall not exceed$20,000. 6. Reversion of Funds: Any unexpended grant funds shall revert to the County Department of Social Services/Human Services upon termination of this contract. Contract-General (04/23) Page 1 of 5 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C Contract#68-3014 SpeakWrite,L.L.C. 7. Reporting Requirements: Contractor shall comply with audit requirements as described in N.C.G.S. § 143C-6-22 &23 and OMB Circular-CFR Title 2 Grants and Agreements, Part 200, and shall disclose all information required by 42 USC 455.104, or 42 USC 455.105, or 42 USC 455.106. 8. Payment Provisions: Payment shall be made in accordance with the Contract Documents as described in the Scope of Work, Attachment B. 9. Contract Administrators: All notices permitted or required to be given by one Party to the other and all questions about the contract from one Party to the other shall be addressed and delivered to the other Party's Contract Administrator. The name,post office address, street address, telephone number, fax number, and email address of the Parties' respective initial Contract Administrators are set out below. Either Party may change the name, post office address, street address, telephone number, fax number, or email address of its Contract Administrator by giving timely written notice to the other Party. For Services Performed on Behalf of the Department of Social Services: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Crystal Mitchell,Assistant Social Services Director Crystal Mitchell,Assistant Social Services Director Orange County Department of Social Services Orange County Department of Social Services PO Box 8181 113 Mayo Street Hillsborough NC 27278 Hillsborough NC 27278 919-245-2767 919-245-2767 cmitchellgoran e�tync.gov cmitchellkoran eg countync.gov For the Contractor: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Jonathan Drew Jonathan Drew SpeakWrite Billing Department SpeakWrite PO Box 33058 18815 W.De Vaca Austin TX 78764 Galveston TX 77554 512-207-0463 512-207-0463 jonathan.drew s eakwrite.com jonathan.drew s eakwrite.com 10. Supplementation of Expenditure of Public Funds: The Contractor assures that funds received pursuant to this contract shall be used only to supplement,not to supplant, the total amount of federal, state and local public funds that the Contractor otherwise expends for contract services and related programs. Funds received under this contract shall be used to provide additional public funding for such services;the funds shall not be used to reduce the Contractor's total expenditure of other public funds for such services. 11. Disbursements: As a condition of this contract,the Contractor acknowledges and agrees to make disbursements in accordance with the following requirements: Contract-General (04/23) Page 2 of 5 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C Contract#68-3014 SpeakWrite,L.L.C. (a) Implement adequate internal controls over disbursements; (b) Pre-audit all vouchers presented for payment to determine: • Validity and accuracy of payment • Payment due date • Adequacy of documentation supporting payment • Legality of disbursement (c) Assure adequate control of signature stamps/plates; (d) Assure adequate control of negotiable instruments; and (e) Implement procedures to insure that account balance is solvent and reconcile the account monthly. 12. Outsourcing to Other Countries: The Contractor certifies that it has identified to the County all jobs related to the contract that have been outsourced to other countries, if any. The Contractor further agrees that it will not outsource any such jobs during the term of this contract without providing notice to the County. 13. Federal Certifications: Individuals and Organizations receiving federal funds must ensure compliance with certain certifications required by federal laws and regulations. The contractor is hereby complying with Certifications regarding Nondiscrimination,Drug-Free Workplace Requirements,Environmental Tobacco Smoke,Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions, and Lobbying. These assurances and certifications are to be signed by the contractor's authorized representative. 14. Specific Language Not Previously Addressed: (can be delted if not needed) 15. Signature Warranty: The undersigned represent and warrant that they are authorized to bind their principals to the terms of this agreement. Contract-General (04/23) Page 3 of 5 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C Contract#68-3014 SpeakWrite,L.L.C. The Contractor and the County have executed this contract in duplicate originals, with one original being retained by each party. SpeakWrite,L.L.C. DocuSigned by: r4 6/27/2025 E15DA12ED7B2484... Signature Date yen Reid President Printed Name Title COUNTY ocuSigned by: E�rA 7/1/2025 3E81 B12B364B4... Signature Date Travis Myren County Manager Printed Name Title DocuSigned b ; This instrument has eg p�r�e-�uc�rte in the manner required by the Local Government Budget and Fiscal Control Act. �30 6/30/2025 7NE5181ACC1409... Signature of County Finance Officer Date Contract-General (04/23) Page 4 of 5 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C Contract#68-3014 SpeakWrite,L.L.C. ORANGE COUNTY—INTERNAL USE ONLY Finance Information Vendor Name: SpeakWrite,L.L.C. Vendor Contact Person: Jonathan Drew Phone: 512-207-0463 Address:PO Box 33058 City Austin State: TX Zip: 78764 Department: Social Services Amount: $20,000 Purpose:transcription services Budget Code(s): 10400120-630000 Vendor#67736 Vendor Status with NCSOS: Current-Active is a BOCC consultant: ❑Yes ®No Contract Details Contract Type: ®New ❑Amendment(Original Contract: )(Most Recent Amendment ) Effective Date 7/l/25 End Date 6/30/26 Notice Date (Notice Purpose ) Award ❑Approved by Board(Agenda Date: Made or Administered by Lindsey Shewmaker 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: Docusigned by: �an0uv.wa/avL 6/29/2025 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 Signee This agreement is approved for sufficiency of insurancetA8E49481B36F64E1 ar SSa e�iLfiicc'atlons,and requirements: 6/30/2025 Office of the Risk Management Officer ... Date: Financial Services This instrument has been pre-audited in the manne re t�`E�%e Local Government Budget and Fiscal Control Act: rrt,vy l3O,qA,ur,ov. 6/30/2025 Office of the Chief Financial Officer Date: Legal Services D cuS' d.b This agreement is approved as to legal for anc�suici�ncy: yrw, PIWU- 7/1/2025 Office of the County Attorney MlEE29AD219486.. 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: Contract-General (04/23) Page 5 of 5 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C ATTACHMENT A GENERAL TERMS AND CONDITIONS Orange County Department of Social Services Relationships of the Parties the County or the Contractor, receiving services or benefits under this contract shall be deemed an incidental Independent Contractor: The Contractor is and shall beneficiary only. be deemed to be an independent contractor in the performance of this contract and as such shall be wholly Indemnity and Insurance responsible for the work to be performed and for the supervision of its employees. The Contractor represents Indemnification: The Contractor agrees to indemnify that it has,or shall secure at its own expense,all personnel and hold harmless the County and any of their officers, required in performing the services under this agreement. agents and employees, from any claims of third parties Such employees shall not be employees of, or have any arising out or any act or omission of the Contractor in individual contractual relationship with the County. connection with the performance of this contract. Subcontracting: The Contractor shall not subcontract Insurance: During the term of the contract, the any of the work contemplated under this contract without Contractor at its sole cost and expense shall provide prior written approval from the County. Any approved commercial insurance of such type and with such terms subcontract shall be subject to all conditions of this and limits as may be reasonably associated with the contract.Only the subcontractors specified in the contract contract. As a minimum,the Contractor shall provide and documents are to be considered approved upon award of maintain the following coverage and limits: the contract. The County shall not be obligated to pay for (a) Worker's Compensation - The contractor shall any work performed by any unapproved subcontractor. provide and maintain Worker's Compensation The Contractor shall be responsible for the performance Insurance as required by the laws of North of all of its subcontractors. Carolina,as well as employer's liability coverage with minimum limits of $500,000.00, covering Assignment: No assignment of the Contractor's all of Contractor's employees who are engaged in obligations or the Contractor's right to receive payment any work under the contract. If any work is hereunder shall be permitted. However, upon written sublet, the Contractor shall require the request approved by the issuing purchasing authority,the subcontractor to provide the same coverage for County may: any of his employees engaged in any work under (a) Forward the Contractor's payment check(s) the contract. directly to any person or entity designated by the (b) Commercial General Liability - General Contractor,or Liability Coverage on a Comprehensive Broad (b) Include any person or entity designated by Form on an occurrence basis in the minimum Contractor as a joint payee on the Contractor's amount of $1,000,000.00 Combined Single payment check(s). Limit.(Defense cost shall be in excess of the limit In no event shall such approval and action obligate the of liability.) County to anyone other than the Contractor and the (c) Automobile Liability Insurance: The Contractor shall remain responsible for fulfillment of all Contractor shall provide automobile liability contract obligations. insurance with a combined single limit of $500,000.00 for bodily injury and property Beneficiaries: Except as herein specifically provided damage; a limit of $500,000.00 for otherwise,this contract shall inure to the benefit of and be uninsured/under insured motorist coverage;and a binding upon the parties hereto and their respective limit of $25,000.00 for medical payment successors. It is expressly understood and agreed that the coverage. The Contractor shall provide this enforcement of the terms and conditions of this contract, insurance for all automobiles that are: and all rights of action relating to such enforcement, shall (a) owned by the Contractor and used in the be strictly reserved to the County and the named performance of this contract; Contractor.Nothing contained in this document shall give (b) hired by the Contractor and used in the or allow any claim or right of action whatsoever by any performance of this contract; and other third person.It is the express intention of the County (c) Owned by Contractor's employees and and Contractor that any such person or entity, other than used in performance of this contract("non- General Terms and Conditions—(06/16) Page 1 of 5 Docusign Envelope ID:OB18F28O-87A5-4A76-8CD5-OD6337C1BB4C owned vehicle insurance"). Non-owned vehicle insurance protects employers Default and Termination when employees use their personal vehicles for work purposes. Non-owned Termination Without Cause: The County may vehicle insurance supplements, but does terminate this contract without cause by giving 30 days not replace, the car-owner's liability written notice to the Contractor. insurance. Termination for Cause: If, through any cause, the The Contractor is not required to provide and maintain Contractor shall fail to fulfill its obligations under this automobile liability insurance on any vehicle—owned, contract in a timely and proper manner, the County shall hired, or non-owned--unless the vehicle is used in the have the right to terminate this contract by giving written performance of this contract. notice to the Contractor and specifying the effective date (d) The insurance coverage minimums specified in thereof In that event, all finished or unfinished subparagraph(a) are exclusive of defense costs. deliverable items prepared by the Contractor under this (e) The Contractor understands and agrees that the contract shall, at the option of the County, become its insurance coverage minimums specified in property and the Contractor shall be entitled to receive subparagraph (a) are not limits, or caps, on the just and equitable compensation for any satisfactory work Contractor's liability or obligations under this contract. completed on such materials, minus any payment or (f) The Contractor may obtain a waiver of any one or more compensation previously made. Notwithstanding the of the requirements in subparagraph (a) by foregoing provision, the Contractor shall not be relieved demonstrating that it has insurance that provides of liability to the County for damages sustained by the protection that is equal to or greater than the coverage County by virtue of the Contractor's breach of this and limits specified in subparagraph(a). The County agreement, and the County may withhold any payment shall be the sole judge of whether such a waiver due the Contractor for the purpose of setoff until such should be granted. time as the exact amount of damages due the County from (g) The Contractor may obtain a waiver of any one or more such breach can be determined. In case of default by the of the requirements in paragraph(a)by demonstrating Contractor, without limiting any other remedies for that it is self-insured and that its self-insurance breach available to it, the County may procure the provides protection that is equal to or greater than the contract services from other sources and hold the coverage and limits specified in subparagraph (a). Contractor responsible for any excess cost occasioned The County shall be the sole judge of whether such a thereby. The filing of a petition for bankruptcy by the waiver should be granted. Contractor shall be an act of default under this contract. (h) Providing and maintaining the types and amounts of insurance or self-insurance specified in this paragraph Waiver of Default: Waiver by the County of any default is a material obligation of the Contractor and is of the or breach in compliance with the terms of this contract by essence of this contract. the Provider shall not be deemed a waiver of any (i) The Contractor shall only obtain insurance from subsequent default or breach and shall not be construed to companies that are authorized to provide such be modification of the terms of this contract unless stated coverage and that are authorized by the to be such in writing, signed by an authorized Commissioner of Insurance to do business in the State representative of the County and the Contractor and of North Carolina. All such insurance shall meet all attached to the contract. laws of the State of North Carolina. (j) The Contractor shall comply at all times with all Availability of Funds: The parties to this contract agree lawful terms and conditions of its insurance policies and understand that the payment of the sums specified in and all lawful requirements of its insurer. this contract is dependent and contingent upon and subject (k) The Contractor shall require its subcontractors to to the appropriation, allocation, and availability of funds comply with the requirements of this paragraph. for this purpose to the County. (1) The Contractor shall demonstrate its compliance with the requirements of this paragraph by submitting Force Majeure: Neither party shall be deemed to be in certificates of insurance to the County before the default of its obligations hereunder if and so long as it is Contractor begins work under this contract. prevented from performing such obligations by any act of war,hostile foreign action,nuclear explosion,riot,strikes, Transportation of Clients by Contractor: The civil insurrection,earthquake,hurricane,tornado,or other contractor will maintain Insurance requirements if catastrophic natural event or act of God. required as noted under Article 7 Rule R2-36 of the North Carolina Utilities Commission. General Terms and Conditions—(06/16) Page 2 of 5 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C Survival of Promises: All promises, requirements, terms,conditions,provisions,representations,guarantees, (a) Data Security: The Contractor shall adopt and and warranties contained herein shall survive the contract apply data security standards and procedures expiration or termination date unless specifically that comply with all applicable federal, state and provided otherwise herein, or unless superseded by local laws,regulations,and rules. applicable Federal or State statutes of limitation. (b) Duty to Report: The Contractor shall report a Intellectual Property Rights suspected or confirmed security breach to the local Department of Social Services Contract Copyrights and Ownership of Deliverables: All Administrator within twenty-four(24)hours deliverable items produced pursuant to this contract are after the breach is first discovered,provided that the exclusive property of the County. The Contractor the Contractor shall report a breach involving shall not assert a claim of copyright or other property Social Security Administration data or Internal interest in such deliverables. Revenue Service Data within one(1)hour after the breach is first discovered. Federal Intellectual Property Bankruptcy Protection Act: The Parties agree that the County shall be entitled to (c) Cost Borne by Contractor: If any applicable all rights and benefits of the Federal Intellectual Property federal, state,or local law,regulation or rule Bankruptcy Protection Act,Public Law 100-506,codified requires the Contractor give written notice of a at 11 U.S.C. 365 (n)and any amendments thereto. security breach to affected persons,the Contract shall bear the cost of the notice. Compliance with Applicable Laws Trafficking Victims Protection Act of 2000: Compliance with Laws: The Contractor shall comply The Contractor will comply with the requirements of with all laws, ordinances, codes, rules, regulations, and Section 106(g) of the Trafficking Victims Protection Act licensing requirements that are applicable to the conduct of 2000, as amended(22 U.S.C. 7104) of its business,including those of federal, state,and local agencies having jurisdiction and/or authority. By Executive Order#24: It is unlawful for any vendor, executing this Agreement Provider certifies that contractor, subcontractor or supplier of the state to make Provider has not been identified, and has not utilized gifts or to give favors to any state employee. For the services of any agent or subcontractor, on the list additional information regarding the specific created by the State Treasurer pursuant to G.S. 147- requirements and exemptions, contractors are 86.58. encouraged to review Executive Order 24 and G.S. Sec. 133-32. Title VI,Civil Rights Compliance: In accordance with Confidentiality Federal law and U.S.Department of Agriculture(USDA) and U.S. Department of Health and Human Services Confidentiality: Any information, data, instruments, (HHS) policy, this institution is prohibited from documents, studies or reports given to or prepared or discriminating on the basis of race,color,national origin, assembled by the Contractor under this agreement shall sex, age or disability. Under the Food Stamp Act and be kept as confidential and not divulged or made available USDA policy, discrimination is prohibited also on the to any individual or organization without the prior written basis of religion or political beliefs. approval of the County. The Contractor acknowledges Equal Employment Opportunity: The Contractor shall that in receiving, storing,processing or otherwise dealing comply with all federal and State laws relating to equal with any confidential information it will safeguard and not further disclose the information except as otherwise employment opportunity. provided in this contract. Health Insurance Portability and Accountability Act Data Security: The Contractor shall adopt and apply data (HIPAA): The Contractor agrees that,if the County security standards and procedures that comply with all determines that some or all of the activities within the applicable federal, state, and local laws, regulations, and scope of this contract are subject to the Health Insurance rules. Portability and Accountability Act of 1996,P.L. 104-91, as amended("HIPAA"), or its implementing regulations, it will comply with the HIPAA requirements and will Duty to Report: The Contractor shall report a suspected or confirmed security breach to the County's Contract execute such agreements and practices as the County Administrator within twenty-four(24)hours after the breach may require to ensure compliance. is first discovered,provided that the Contractor shall report General Terms and Conditions—(06/16) Page 3 of 5 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C a breach involving Social Security Administration data or sequencing will support a four digit year format and will Internal Revenue Service data within one (1)hour after the provide accurate date/time data and leap year breach is first discovered. During the performance of this calculations. This warranty shall survive the termination contract, the contractor is to notify the County contract or expiration of this contract. administrator of any contact by the federal Office for Civil Rights(OCR)received by the contractor. Certification Regarding Collection of Taxes: G.S. 143- Cost Borne by Contractor:If any applicable federal,state, 59.1 bars the Secretary of Administration from entering or local law, regulation, or rule requires the County or the into contracts with vendors that meet one of the conditions Contractor to give affected persons written notice of a of G.S. 105-164.8(b)and yet refuse to collect use taxes on security breach arising out of the Contractor's performance sales of tangible personal property to purchasers in North under this contract,the Contractor shall bear the cost of the Carolina. The conditions include: (a) maintenance of a notice. retail establishment or office; (b) presence of representatives in the State that solicit sales or transact Oversight business on behalf of the vendor; and (c) systematic exploitation of the market by media-assisted, media- Access to Persons and Records: The State Auditor shall facilitated, or media-solicited means. The Contractor have access to persons and records as a result of all certifies that it and all of its affiliates (if any) collect all contracts or grants entered into by State agencies or required taxes. political subdivisions in accordance with General Statute 147-64.7. Additionally,as the State funding authority,the E-Verify Department of Health and Human Services shall have access to persons and records as a result of all contracts Pursuant to G.S. 143-48.5, the undersigned hereby or grants entered into by State agencies or political certifies that the Contractor named below, and the subdivisions. Contractor's subcontractors, complies with the requirements of Article 2 of Chapter 64 of the NC General Record Retention: Records shall not be destroyed, Statutes. purged or disposed of without the express written consent of the Division. State basic records retention policy Miscellaneous requires all grant records to be retained for a minimum of five years or until all audit exceptions have been resolved, Choice of Law: The validity of this contract and any of whichever is longer. If the contract is subject to federal its terms or provisions, as well as the rights and duties of policy and regulations, record retention may be longer the parties to this contract, are governed by the laws of than five years since records must be retained for a period North Carolina. The Contractor, by signing this contract, of three years following submission of the final Federal agrees and submits, solely for matters concerning this Financial Status Report, if applicable, or three years Contract, to the exclusive jurisdiction of the courts of following the submission of a revised final Federal North Carolina and agrees, solely for such purpose, that Financial Status Report. Also, if any litigation, claim, the exclusive venue for any legal proceedings shall be negotiation, audit, disallowance action, or other action Orange County,North Carolina.The place of this contract involving this Contract has been started before expiration and all transactions and agreements relating to it,and their of the five-year retention period described above, the situs and forum, shall be Orange County,North Carolina, records must be retained until completion of the action where all matters, whether sounding in contract or tort, and resolution of all issues which arise from it,or until the relating to the validity, construction, interpretation, and end of the regular five-year period described above, enforcement shall be determined. whichever is later. The record retention period for Temporary Assistance for Needy Families (TANF) and Amendment: This contract may not be amended orally MEDICAID and Medical Assistance grants and programs or by performance. Any amendment must be made in must be retained for a minimum of ten years. written form and executed by duly authorized representatives of the County and the Contractor. Warranties and Certifications Severability: In the event that a court of competent Date and Time Warranty: The Contractor warrants that jurisdiction holds that a provision or requirement of this the product(s) and service(s) furnished pursuant to this contract violates any applicable law, each such provision contract ("product" includes, without limitation, any or requirement shall continue to be enforced to the extent piece of equipment, hardware, firmware, middleware, it is not in violation of law or is not otherwise custom or commercial software, or internal components, unenforceable and all other provisions and requirements subroutines, and interfaces therein)that perform any date of this contract shall remain in full force and effect. and/or time data recognition function, calculation, or General Terms and Conditions—(06/16) Page 4 of 5 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C Headings: The Section and Paragraph headings in these Sales/Use Tax Refunds: If eligible, the Contractor and General Terms and Conditions are not material parts of all subcontractors shall: (a) ask the North Carolina the agreement and should not be used to construe the Department of Revenue for a refund of all sales and use meaning thereof. taxes paid by them in the performance of this contract, pursuant to G.S. 105-164.14; and (b) exclude all Gender and Number: Masculine pronouns shall be read to refundable sales and use taxes from all reportable include feminine pronouns and the singular of any word or expenditures before the expenses are entered in their phrase shall be read to include the plural and vice versa. reimbursement reports. Time of the Essence: Time is of the essence in the performance of this contract. Advertising: The Contractor shall not use the award of this contract as a part of any news release or commercial Key Personnel: The Contractor shall not replace any of advertising. the key personnel assigned to the performance of this contract without the prior written approval of the County. Orange County Living Wage: Orange County is The term "key personnel" includes any and all persons committed to providing its employees with a living wage identified as such in the contract documents and any other and encourages agencies to which it provides funding to persons subsequently identified as key personnel by the pursue the same goal. The County's living wage hourly written agreement of the parties. standard, as adopted by the Orange County Board of County Commissioners annually, can be found in the Care of Property: The Contractor agrees that it shall be Orange County Budget Ordinance. To the extent responsible for the proper custody and care of any possible,Orange County recommends that the Contractor property furnished to it for use in connection with the and all subcontractors provide a living wage, as defined performance of this contract and will reimburse the in this section,to their employees. County for loss of, or damage to, such property. At the termination of this contract, the Contractor shall contact Signatures: This Agreement together with any the County for instructions as to the disposition of such amendments or modifications may be executed property and shall comply with these instructions. electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article Travel Expenses: Reimbursement, if provided in this I IA and Article 40 of North Carolina General Statute Agreement, to the Contractor for travel mileage, meals, Chapter 66. lodging and other travel expenses incurred in the performance of this contract shall not exceed the rates established in County policy. General Terms and Conditions—(06/16) Page 5 of 5 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C ATTACHMENT B— Scope of Work Federal Tax Id. or SSN 42-1689311 Contract# 68-3014 A. CONTRACTOR INFORMATION 1. Contractor Agency Name: SpeakWrite, L.L.C. 2. If different from Contract Administrator Information in General Contract: Address Telephone Number: Fax Number: Email: 3. Name of Program(s): 4. Status: ❑ Public ❑ Private,Not for Profit ® Private, For Profit 5. Contractor's Financial Reporting Year January through December B. Explanation of Services to be provided and to whom(include SIS Service Code): Transcription services for Orange County DSS social work staff C. Rate per unit of Service (define the unit): 1. If Standard Fixed Rate, Maximum Allowable, (See Rates for Services Chart) $0.015/word with a minimum of 100 words per submitted audio file; unit=minute 2. Negotiated County Rate. D. Number of units to be provided: approximately 1,333,333 units E. Details of Billing process and Time Frames; Contractor will email an invoice by the 5th business day of the month for the month prior. Invoices will be submitted to Orange County DSS Assistant Social Services Director, Crystal Mitchell, Mitchell@orangecountync.gov F. Area to be served/Delivery site(s): Orange County DocuSigned by: 47 6/29/2025 Ee��e�aEg4�a... (Lindsey Shewmaker, Social Services Director) (Date Submitted) DocuSigned by: rtl 6/27/2025 E15DA12ED7B2484... (Signature of Contractor) (Date Submitted) Contract-Scope of Work (7-2008) Page l of l Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C ATTACHMENT C FEDERAL CERTIFICATIONS The undersigned states that: 1. He or she is the duly authorized representative of the Contractor named below; 2. He or she is authorized to make, and does hereby make, the following certifications on behalf of the Contractor, as set out herein: a. The Certification Regarding Nondiscrimination; b. The Certification Regarding Drug-Free Workplace Requirements; c. The Certification Regarding Environmental Tobacco Smoke; d. The Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions; and e. The Certification Regarding Lobbying; 3. He or she has completed the Certification Regarding Drug-Free Workplace Requirements by providing the addresses at which the contract work will be performed; 4. [Check the applicable statement] [ ] He or she has completed the attached Disclosure Of Lobbying Activities because the Contractor has made, or has an agreement to make, a payment to a lobbying entity for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action; OR [X] He or she has not completed the attached Disclosure Of Lobbying Activities because the Contractor has not made, and has no agreement to make, any payment to any lobbying entity for influencing or attempting to influence any officer or employee of any agency, any Member of Congress, any officer or employee of Congress, or any employee of a Member of Congress in connection with a covered Federal action. 5. The Contractor shall require its subcontractors,if any,to make the same certifications and disclosure. F DocuSigned by: , gyp,;� President Signature � I`� Title Speakwrite 6/27/2025 Contractor Name Date [This Certification Must be Signed by the Same Individual Who Signed the Proposal Execution Page] I. Certification Regarding Nondiscrimination The Contractor certifies that it will comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a)Title VI of the Civil Rights Act of 1964(P.L. 88-352)which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; (d) the Age Discrimination Act of 1975, as amended(42 U.S.C. §§6101-6107),which prohibits discrimination on the basis of age; (e)the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (f) the Docusign Envelope ID:OB18F28O-87A5-4A76-8CD5-OD6337C1BB4C Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (g)Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended,relating to nondiscrimination in the sale, rental or financing of housing; (h) the Food Stamp Act and USDA policy,which prohibit discrimination on the basis of religion and political beliefs; and(i) the requirements of any other nondiscrimination statutes which may apply to this Agreement. II. Certification Regarding Drug-Free Workplace Requirements 1. The Contractor certifies that it will provide a drug-free workplace by: a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing,possession or use of a controlled substance is prohibited in the Contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; b. Establishing a drug-free awareness program to inform employees about: i. The dangers of drug abuse in the workplace; ii. The Contractor's policy of maintaining a drug-free workplace; iii. Any available drug counseling,rehabilitation,and employee assistance programs; and iv. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; c. Making it a requirement that each employee be engaged in the performance of the agreement be given a copy of the statement required by paragraph(a); d. Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the agreement,the employee will: i. Abide by the terms of the statement; and ii. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction; e. Notifying the Department within ten days after receiving notice under subparagraph (d)(ii) from an employee or otherwise receiving actual notice of such conviction; f. Taking one of the following actions,within 30 days of receiving notice under subparagraph(d)(ii), with respect to any employee who is so convicted: i. Taking appropriate personnel action against such an employee, up to and including termination; or ii. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; and g. Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e), and(f). 2. The sites for the performance of work done in connection with the specific agreement are listed below(list all sites;add additional pages if necessary): Address 6300 Bridge Point Pkwy,Bldg 1, Suite 100 Street Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C Austin,TX 78730 City, State,Zip Code Street City, State,Zip Code 3. Contractor will inform the Department of any additional sites for performance of work under this agreement. 4. False certification or violation of the certification may be grounds for suspension of payment,suspension or termination of grants, or government-wide Federal suspension or debarment. 45 C.F.R. 82.510. III. Certification Regarding Environmental Tobacco Smoke Public Law 103-227, Part C-Environmental Tobacco Smoke, also known as the Pro-Children Act of 1994 (Act), requires that smoking not be permitted in any portion of any indoor facility owned or leased or contracted for by an entity and used routinely or regularly for the provision of health, day care, education, or library services to children under the age of 18, if the services are funded by Federal programs either directly or through State or local governments,by Federal grant,contract, loan,or loan guarantee. The law does not apply to children's services provided in private residences,facilities funded solely by Medicare or Medicaid funds, and portions of facilities used for inpatient drug or alcohol treatment. Failure to comply with the provisions of the law may result in the imposition of a civil monetary penalty of up to$1,000.00 per day and/or the imposition of an administrative compliance order on the responsible entity. The Contractor certifies that it will comply with the requirements of the Act. The Contractor further agrees that it will require the language of this certification be included in any subawards that contain provisions for children's services and that all subgrantees shall certify accordingly. IV. Certification Regarding Debarment, Suspension,Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions Instructions [The phrase "prospective lower tier participant"means the Contractor.] 1. By signing and submitting this document, the prospective lower tier participant is providing the certification set out below. 2. The certification in this clause is a material representation of the fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originate may pursue available remedies,including suspension and/or debarment. 3. The prospective lower tier participant will provide immediate written notice to the person to whom this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal,"and"voluntarily excluded,"as used in this clause,have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549, 45 CFR Part 76. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into,it shall not knowingly enter any lower tier covered transaction with a person who is debarred,suspended, Docusign Envelope ID:OB18F28O-87A5-4A76-8CD5-OD6337C1BB4C determined ineligible or voluntarily excluded from participation in this covered transaction unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this document that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion--Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may,but is not required to,check the Nonprocurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized in paragraph 5 of these instructions,if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended,debarred,ineligible,or voluntarily excluded from participation in this transaction,in addition to other remedies available to the Federal Government,the department or agency with which this transaction originated may pursue available remedies, including suspension, and/or debarment. Certification 1. The prospective lower tier participant certifies,by submission of this document, that neither it nor its principals is presently debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. V. Certification Regarding Lobbying The Contractor certifies,to the best of his or her knowledge and belief,that: 1. No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federally funded contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form SF-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award document for subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) who receive federal funds of$100,000.00 or more and that all subrecipients shall certify and disclose accordingly. 4. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000.00 and not more than$100,000.00 for each such failure. VI. Disclosure of Lobbying Activities Instructions This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing,pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Use the SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 1. Identify the status of the covered Federal action. 2. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 3. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is,or expects to be,a prime or sub-award recipient. Identify the tier of the subawardee, e.g.,the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. 4. If the organization filing the report in Item 4 checks "Subawardee",then enter the full name,address, city, state and zip code of the prime Federal recipient. Include Congressional District,if known. 5. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name,if known. For example,Department of Transportation,United States Coast Guard. 6. Enter the Federal program name or description for the covered Federal action(Item 1). If known,enter the full Catalog of Federal Domestic Assistance(CFDA)number for grants,cooperative agreements,loans, and loan commitments. 7. Enter the most appropriate Federal Identifying number available for the Federal action identified in Item 1 (e.g.,Request for Proposal (RFP) number, Invitation for Bid(IFB) number, grant announcement number, the contract grant, or loan award number,the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP- DE-90-001." 8. For a covered Federal action where there has been an award or loan commitment by the Federal agency,enter the Federal amount of the award/loan commitment for the prime entity identified in Item 4 or 5. 9. (a) Enter the full name,address,city,state and zip code of the lobbying entity engaged by the reporting entity identified in Item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s)performing services,and include full address if different from 10(a). Enter Last Name,First Name and Middle Initial(MI). Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C 10. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity(Item 4)to the lobbying entity(Item 10). Indicate whether the payment has been made(actual)or will be made(planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made. 11. Check the appropriate boxes. Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment. 12. Check the appropriate boxes. Check all boxes that apply. If other, specify nature. 13. Provide a specific and detailed description of the services that the lobbyist has performed,or will be expected to perform, and the date(s)of any services rendered. Include all preparatory and related activity,not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s), or Member(s)of Congress that were contacted. 14. Check whether or not a SF-LLL-A Continuation Sheet(s) is attached. 15. The certifying official shall sign and date the form,print his/her name,title, and telephone number. Public reporting burden for this collection of information is estimated to average 30 minutes per response,including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project 0348-0046 ,Washington, D. C. 20503 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C Disclosure Of Lobbying Activities (Approved by OMB 0344-0046) Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: ❑ a. contract ❑ a. Bid/offer/application ❑ a. initial filing ❑ b. grant ❑ b. Initial Award ❑ b. material change ❑ c. cooperative agreement ❑ c. Post-Award ❑ d. loan For Material Change Only: ❑ e. loan guarantee ❑ f. loan insurance Year Quarter Date Of Last Report: 4. Name and Address of Reporting Entity: 5. If Reporting Entity in No.4 is Subawardee, Enter Name and Address of Prime: ❑ Prime ❑ SubawardeeTier (if known) Congressional District(if known) Congressional District(if known) 6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number(if applicable) 8. Federal Action Number(if known) 9. Award Amount(if known) $ 10. a. Name and Address of Lobbying Entity b. Individuals Performing Services (including (if individual, last name,first name, MI): address if different from No. IOa.) (last name, first name,MI): (attach Continuation Sheet(s)SF-LLL-A, if necessary) attach Continuation Sheets SF-LLL-A, if necessary) 11. Amount of Payment(check all that apply): 13. Type of Payment(check all that apply): $ ❑ actual ❑ a. retainer ❑ planned ❑ b. one-time fee ❑ c. commission 12. Form of Payment(check all that apply): ❑ d. contingent fee ❑ e. deferred ❑ a. cash ❑ f. other; specify: ❑ b. In-kind; specify: Nature Value 14. Brief Description of Services Performed or to be Performed and Date(s)of Services,including officer(s), employee(s),or Member(s)contacted, for Payment Indicated in Item I I(attach Continuation Sheet(s) SF-LLL-A, if necessary): Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C 15. Continuation Sheet(s) SF-LLL-A attached: ❑ Yes ❑ No 16. Information requested through this form is authorized Signature: by title 31 U. S. C. section 1352. This disclosure of lobbying activities is a material representation of fact Print Name: upon which reliance was placed by the tier above when this transaction was made or entered into. This Title: disclosure is required pursuant to 31 U. S. C. 1352. This information will be reported to the Congress semi-annually and will be available for public inspection. Any person who fails to file the required Telephone No: Date: disclosure shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. Federal Use Only WAuthorized for Local Reproduction Standard Form-LLL Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C CONFLICT OF INTEREST ACKNOWLEDGEMENT AND POLICY State of -5exA(r County _ R►\tt that , Notary Public for said County and State, certify \ `i?.^ ��t personally appeared before me this da and acknowledged Y that he/she is Prulai v of [name of Organization] and by that authority duly given and as the act of the Organization, affirmed that the foregoing Conflict of Interest Policy was adopted by the Board of Directors/Trustees or other governing body in a meeting held on the 18 jrV day of M Sworn to and subscribed before me this 2-$'�^ day of�_ t �pp,Y.Ave�j�� JONATHAN WILSON S Notary Public,State of Texas Comm.Expires 03-04 2028 (Official Seal) — Notary ID 128868910 Notary Public My Commission expires M ie-f L1 A rru rrrrrrrrrrrrrrrrrrrrrrrr�rrrrrrr a rrrrr�rrrrrrr urrrrrrrrrrrrrrrrrrrrrrrr u Instruction for Organization. Sign and attach the following pages after adopted by the Board of Directors/Trustees or other governing body OR replace the following with the current adopted conflict of interest policy. r Name of rg tion Sig f rganization Official NCDHHS C0I1015 (Rev.4/11) Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C Conflict of Interest Policy Example The Board of Directors/Trustees or other governing persons, officers, employees or agents are to avoid any conflict of interest, even the appearance of a conflict of interest. The Organization's Board of Directors/Trustees or other governing body,officers,staff and agents are obligated to always act in the best interest of the organization. This obligation requires that any Board member or other governing person, officer, employee or agent, in the performance of Organization duties, seek only the furtherance of the Organization mission. At all times, Board members or other governing persons, officers, employees or agents, are prohibited from using their job title; the Organization's name or property, for private profit or benefit. A. The Board members or other governing persons, officers, employees, or agents of the Organization should neither solicit nor accept gratuities, favors, or anything of monetary value from current or potential contractors/vendors,persons receiving benefits from the Organization or persons who may benefit from the actions of any Board member or other governing person, officer, employee or agent. This is not intended to preclude bona-fide Organization fund raising-activities. B. A Board or other governing body member may, with the approval of Board or other governing body, receive honoraria for lectures and other such activities while not acting in any official capacity for the Organization. Officers may, with the approval of the Board or other governing body, receive honoraria for lectures and other such activities while on personal days,compensatory time,annual leave,or leave without pay. Employees may,with the prior written approval of their supervisor, receive honoraria for lectures and other such activities while on personal days, compensatory time, annual leave, or leave without pay, if a Board or other governing body member, officer, employee or agent is acting in any official capacity, honoraria received in connection with activities relating to the Organization are to be paid to the Organization. C. No Board member or other governing person, officer, employee, or agent of the Organization shall participate in the selection, award, or administration of a purchase or contract with a vendor where, to his knowledge, any of the following has a financial interest in that purchase or contract: 1. The Board member or other governing person, officer, employee, or agent; 2. Any member of their family by whole or half blood, step or personal relationship or relative-in-law; 3. An organization in which any of the above is an officer, director, or employee; 4. A person or organization with whom any of the above individuals is negotiating or has any arrangement concerning prospective employment or contracts. D.Duty to Disclosure--Any conflict of interest, potential conflict of interest,or the appearance of a conflict of interest is to be reported to the Board or other governing body or one's supervisor immediately. E. Board Action-- When a conflict of interest is relevant to a matter requiring action by the Board of Directors/Trustees or other governing body, the Board member or other governing person, officer, employee, or agent (person(s)) must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the Board and members of committees with governing board delegated powers considering the possible conflict of interest.After disclosure of all material facts,and after any discussion with the person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. In addition, the person(s)shall not participate in the final deliberation or decision regarding the matter under consideration and shall leave the meeting during the discussion of and vote of the Board of Directors/Trustees or other governing body. F.Violations of the Conflicts of Interest Policy--If the Board of Directors/Trustees or other governing body has reasonable cause to believe a member, officer, employee or agent has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. If, after hearing the person's response and after making further investigation as warranted by the circumstances, the Board of Directors/Trustees or other governing body determines the member, officer, employee or agent has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. NCDHHS CO%1015 (Rev.4/11) Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C G. Record of Conflict --The minutes of the governing board and all committees with board delegated powers shall contain: 1. The names of the persons who disclosed or otherwise were found to have an actual or possible conflict of Interest, the nature of the conflict of interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. Z The names of the persons who were present for discussions and votes relating to the transaction or arrangement that presents a possible conflict of interest,the content of the discussion, including any alternatives to the transaction or arran9ement, and a record of any votes taken in connection with the proceedings. Approved by: Mation nization Official Date NCDHH5 COI1015 (Rev.4/11) Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C Attachment E - No Overdue Tax Debts Note; f/;ilou have a e°orvtraet thal extends trtnre thalr one a state fiscal year,yarr will need to oGtvirran ttpclated oerttfentiorr,l;ar each}+eat•of'tlte contract SPEAKWRI 4/1/2026 To: State Agency Head and Chief Fiscal Officer Certification: We certify that SpeakWrite does not have any overdue tax debts, as defined by N.C.G.S. 105 243,1, at the federal, State, or local level. We further understand that an erson who mkes a statement in violation of N.C.G.S. 143C-6-23(c)Is guilty of a criminal offense offense punishable asi provided by N.C.G.S.) 143C-10-1 b. Sworn Statement: Richard Jackson and Jeri Reid being duly sworn,say that we are the Board Chair and Secretary, respectively, of SpeakWrite of Austin in the State of Texas; and that the foregoing certifica#ion is true, accurate d complete to the best of our knowledge and was made and subscribed by us. We also ackno edg and understand that any misuse of State funds will be reported to the appropriate authori s for urther action. Bo C Sworn and subscribed before me on the day of the date of said certification. (Notary Signature and Seal) My Commission Expires: 3 q 2 9 Pr��i JONATHAN WILSON 04�,n....Q o4 3s= ►; h Notary Public,State of Texas ~` ��„ ��•— Comm.Expires 03-04.2028 Notary ID 128868910 G.S,105-243.1 defines:Overdue tax debt.—Any part of a tax debt that remains unpaid 90 days or more after the notice of final assessment was mailed to the taxpayer.The term does not include a tax debt,however,if the taxpayer entered into an installment agreement for the tax debt under G.S. 105-237 within 90 days after the notice of final assessment was mailed and has not failed to make any payments due under the installment agreement." Rev.6-7-2015 page 1 of 1 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C ATTACHMENT M STATE AND LOCAL CERTIFICATIONS Contractor Certifications Required by North Carolina Law Orange County Department of Social Services Instructions: The person who signs this document should read the text of the statutes and Executive Order listed below and consult with counsel and other knowledgeable persons before signing. The text of each North Carolina General Statutes and of the Executive Order can be found online at: • Article 2 of Chapter 64: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/ByArticle/Chapter_64/Article_2.pdf • G.S. 133-32: http://www.ncga.state.nc.us/ ag scripts/statutes/statutelookup.pl?statute=133-32 • Executive Order No. 24(Perdue,Gov.,Oct. 1,2009): htlp://www.ethicscommission.nc.gov/librLry/pdfs/Laws/E024.pdf • G.S. 105-164.8(b): http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter 105/GS_1057 164.8.pdf • G.S. 143-48.5: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/HTML/BySection/Chapter_143/GS_143- 48.5.html • G.S. 143-59.1: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_143/GS_143- 59.l.pdf • G.S. 143-59.2: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_143/GS_143- 59.2.pdf • G.S. 143-133.3: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/HTML/BySection/Chapter_143/GS_143- 133.3.html • G.S. 143B-139.6C: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_143B/GS_143B-139.6C.pdf • The text of Orange County Living Wage Contractor Policy which is attached to this document. Certifications (1) Pursuant to G.S. 133-32 and Executive Order No. 24 (Perdue, Gov., Oct. 1, 2009), the undersigned hereby (a) Neither the Contractor nor any of its affiliates has certifies that the Contractor named below is in refused to collect the use tax levied under Article 5 compliance with, and has not violated,the provisions of of Chapter 105 of the General Statutes on its sales either said statute or Executive Order. delivered to North Carolina when the sales met one (2) Pursuant to G.S. 143-48.5 and G.S. 143-133.3, the or more of the conditions of G.S. 105-164.8(b);and undersigned hereby certifies that the Contractor named below, and the Contractor's subcontractors, complies (b) [check one of the following boxes] with the requirements of Article 2 of Chapter 64 of the N Neither the Contractor nor any of its affiliates NC General Statutes,including the requirement for each has incorporated or reincorporated in a "tax employer with more than 25 employees in North haven country" as set forth in G.S. 143- Carolina to verify the work authorization of its 59.1(c)(2)after December 31,2001; or employees through the federal E-Verify system." E- Verify System Link: www.uscis.gov ❑ The Contractor or one of its affiliates has Local government is specifically exempt from Article 2 incorporated or reincorporated in a "tax haven of Chapter 64 of the North Carolina General country"as set forth in G.S. 143-5 9.1(c)(2)after Statutes. However,local government is subject to and December 31, 2001 but the United States is not must comply with North Carolina General Statute the principal market for the public trading of the 153A-99.1,which states in part as follows: stock of the corporation incorporated in the tax Counties Must Use E-Verify-Each county shall haven country. register and participate in E-Verify to verify the work (4) Pursuant to G.S. 143-59.2(b), the undersigned hereby authorization of new employees hired to work in the certifies that none of the Contractor's officers,directors, United States. or owners (if the Contractor is an unincorporated (3) Pursuant to G.S. 143-59.1(b), the undersigned hereby business entity) has been convicted of any violation of certifies that the Contractor named below is not an Chapter 78A of the General Statutes or the Securities Act "ineligible Contractor" as set forth in G.S. 143-59.1(a) of 1933 or the Securities Exchange Act of 1934 within because: 10 years immediately prior to the date of the bid Contractor Certifications Required by North Carolina Law(Rev.8/2016) Pagel of 3 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C solicitation. (c) He or she understands that any person who (5) Pursuant to G.S.143B-139.6C,the undersigned hereby knowingly submits a false certification in response certifies that the Contractor will not use a former to the requirements of G.S. 143-59.1and-59.2 shall employee,as defined by G.S. 143B-139.6C(d)(2),of the be guilty of a Class I felony. North Carolina Department of Health and Human Services in the administration of a contract with the (1) Pursuant to the Orange County Living Wage Department in violation of G.S. 14313-139.6C and that a Contract's Policy,the undersigned certifies that the violation of that statute shall void the Agreement. Contractor pays the employees who perform (6) The undersigned hereby certifies further that: services under this contract a living wage(in Orange County currently $18.18 per/hr.) Check here ❑ if (a) He or she is a duly authorized representative of the contractor pays employees performing under this Contractor named below; contract a living wage. If Contractor does not pay employees a living wage, what is the wage that (b) He or she is authorized to make, and does hereby employees performing services under this contract make, the foregoing certifications on behalf of the paid. Contractor; and Contractor's Speakwri to Name: Contractor's DocuSigned by: Authorized rj� a 6/27/2025 Agent: Signature Al2ED7B2484 Date Printed Ten Reid President Name Doeusi ned by: Title ri(64 �aG�Sbin 6/28/2025 Witness: Signature Date Printed Richard 3ackson Board Chairman Name Title The witness should be present when the Contractor's Authorized Agent signs this certificate and should sign and date the document immediately thereafter. Contractor Certifications Required by North Carolina Law(Rev.8/2016) Page 2 of 3 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C Section I: General Government and Administration Policy 10.0: Living Wage Contractor Policy Reviewed by: County Attorney/County Manager Approved by: County Manager Original Effective Date: April 21,2016 Revisions: August 1,2016 Policy Statement It is the policy of Orange County to ensure its employees, and all individuals who provide services for Orange County, are paid a living wage. Purpose To encourage all vendors and contractors to pay a living wage to all employees who perform work pursuant to a contract with Orange County. Applicability Applies to all Orange County contracts and purchases. Policy 10.1 Living Wage 10.1.1 Orange County is committed to providing its employees with a living wage and encourages all contractors and vendors doing business with Orange County to pursue the same goal. Orange County's living wage is as reflected in the adopted Orange County Budget and as that budget document is amended from time to time. To the extent possible,Orange County recommends that contractors and vendors seeking to do business with Orange County provide a living wage to their employees. 10.1.2 Prior to final execution of a contract with Orange County all contractors and vendors seeking to do business with Orange County shall submit to the County's representative a statement indicating whether those employees who will perform work on the Orange County contract are paid at least the living wage amount set out above. If such employees do not make at least the living wage amount set out above the contractor or vendor shall indicate in the statement the actual amount paid to such employees. For bid projects this statement should be submitted as part of the bid packet. This policy may be reviewed annually and updated as needed by the Manager's Office Contractor Certifications Required by Orange County and North Carolina Law Revised 6/19 Page 3 of 3 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C ATTACHMENT N CERTIFICATION REGARDING NONDISCRIMINATION, CLEAN AIR ACT,CLEAN WATER ACT Orange County Department of Social Services Certification Regarding Nondiscrimination The Contractor certifies that it will comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended(29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; (d)the Age Discrimination Act of 1975, as amended(42 U.S.C. §§6101-6107),which prohibits discrimination on the basis of age; (e) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended,relating to nondiscrimination on the basis of drug abuse; (f)the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (g) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (h) the Food Stamp Act and USDA policy, which prohibit discrimination on the basis of religion and political beliefs; and (i) the requirements of any other nondiscrimination statutes which may apply to this Agreement. The Contractor must comply with Executive Order 11246, entitled "Equal Employment Opportunity," as amended by Executive Order 11375, and as supplemented by the Department of Labor Regulations (41 CFR Part 60): The Executive Order prohibits federal contractors and federally-assisted construction contractors and subcontractors who do over$10,000 in Government business in one year from discriminating in employment decisions on the basis of race, color, religion,sex,or national origin. The Executive Order also requires Government contractors to take affirmative action to ensure that equal opportunity is provided in all aspects of their employment. Meaningful Access for LEP Individuals: The Contractor that participate in the SNAP must take reasonable steps to ensure that LEP persons have meaningful access to programs, services, and benefits. This includes the requirement to provide bilingual program information and certification materials and interpretation services to single language minorities in certain project areas. SNAP Contractors that do not provide meaningful access for LEP individuals risk violating prohibitions against discrimination based on National Origin in the Food and Nutrition Act of 2008,as amended, Title VI of the Civil Rights Act of 1964 (Title VI) and SNAP program regulations at 7 CFR 272A(b). They also risk noncompliance with the USDA policy guidance titled, "Guidance to Federal Financial Assistance Recipients Regarding Title VI Prohibition Against National Origin Discrimination Affecting Limited English Proficient Persons",published in 79 FR 70771 - 70784 (November 28,2014). The Contractor should develop an implementing plan to address the language assistance needs of the LEP population served. This may include contracting for oral interpretation services, hiring bilingual staff, arranging telephone interpreters and/or language lines, coordinating community volunteers, translating vital documents, and providing written notice that language services are available in appropriate languages. Quality and accuracy of the language service is critical in order to avoid serious consequences to the LEP person and to the recipient. LEP needs should be considered in developing budgets and front line staff should understand how to obtain language (Federal Certification-Non-Discrimination, Clean Air, Clean Water) (01/2018) Page 1 of 3 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C assistance services. For additional assistance and information regarding LEP matters, please also visit http://www.lep.gov. Ensuring Equal Opportunity Access for Persons with Disabilities: The Contractor must also ensure equal opportunity access for persons with disabilities. This includes ensuring that communications with applicants, participants, members of the public, and companions with disabilities are as effective as communications with people without disabilities. Contractors that do not provide persons with disabilities equal opportunity access to programs may risk violating prohibitions against disability discrimination in the Rehabilitation Act of 1978,the American with Disabilities Act(ADA)of 1990,as amended,and SNAP program regulations. DOJ published revised final regulations implementing Title II and Title III of the ADA on September 15,2010. These regulations are codified at 28 CFR Part 35 "Nondiscrimination on the Basis of Disability in State and Local Government Services" and at 28 CFR Part 36 "Nondiscrimination on the Basis of Disability in Public Accommodations and Commercial Facilities". In accordance with the implementing regulations, Contractors must provide auxiliary aids and services where necessary to ensure effective communication and equal opportunity access to program benefits for individuals with disabilities.The type of auxiliary aids and services required will vary, but a Contractor may not require an individual with a disability to bring another individual to interpret,and may rely on a person accompanying a disabled individual only in limited circumstances. When a Contractor communicates with applicants and beneficiaries by telephone, it must provide text telephone services (ITY) or have access to an equally effective electronic telecommunications system to communicate with individuals who are deaf, hard of hearing, or hearing impaired. Contractors must also ensure that interested persons, including persons with impaired vision or hearing, can obtain information as to the existence and location of accessible services, activities, and facilities. For more information, please visit the ADA website: http://www.ada.gov. IV.The Clean Air Act, Section 306; 42 U.S.C. §7401 et seq. (1970) a. No Federal agency may enter into any contract with any person who is convicted of any offense under section 113(c) for the procurement of goods, materials, and services to perform such contract at any facility at which the violation which gave rise to such conviction occurred if such facility is owned, leased, or supervised by such person. The prohibition in the preceding sentence shall continue until the Administrator certifies that the condition giving rise to such a conviction has been corrected. For convictions arising under section 113(c)(2),the condition giving rise to the conviction also shall be considered to include any substantive violation of this Act associated with the violation of 113(c)(2). The Administrator may extend this prohibition to other facilities owned or operated by the convicted person. b. The Administrator shall establish procedures to provide all Federal agencies with the notification necessary for the purposes of subsection(a). c. In order to implement the purposes and policy of this Act to protect and enhance the quality of the Nation's air,the President shall,not more than 180 days after enactment of the Clean Air Amendments of 1970 cause to be issued an order (1) requiring each Federal agency authorized to enter into contracts and each Federal agency which is empowered to extend Federal assistance by way of grant, loan, or contract to effectuate the purpose and policy of this Act in such contracting or assistance activities, and (2) setting forth procedures, sanctions, penalties, and such other provisions, as the President determines necessary to carry out such requirement. (Federal Certification-Non-Discrimination, Clean Air, Clean Water) (01/2018) Page 2 of 3 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C d. The President may exempt any contract, loan, or grant from all or part of the provisions of this section where he determines such exemption is necessary in the paramount interest of the United States and he shall notify the Congress of such exemption. e. The President shall annually report to the Congress on measures taken toward implementing the purpose and intent of this section, including but not limited to the progress and problems associated with implementation of this section. [42 U.S.C. 7606] V.The Clean Water Act; 33 U.S.C. §1251 et seq. (1972) a. No Federal agency may enter into any contract with any person who has been convicted of any offense under Section 309(c) of this Act for the procurement of goods, materials, and services if such contract is to be performed at any facility at which the violation which gave rise to such conviction occurred, and if such facility is owned, leased, or supervised by such person. The prohibition in preceding sentence shall continue until the Administrator certifies that the condition giving rise to such conviction has been corrected. b. The Administrator shall establish procedures to provide all Federal agencies with the notification necessary for the purposes of subsection(a)of this section. c. In order to implement the purposes and policy of this Act to protect and enhance the quality of the Nation's water, the President shall, not more than 180 days after the enactment of this Act,cause to be issued an order: (i) requiring each Federal agency authorized to enter into contracts and each Federal agency which is empowered to extend Federal assistance by way of grant,loan,or contract to effectuate the purpose and policy of this Act in such contracting or assistance activities, and (ii) setting forth procedures, sanctions, penalties, and such other provisions, as the President determines necessary to carry out such requirement. d. The President may exempt any contract,loan,or grant from all or part of the provisions of this section where he determines such exemption is necessary in the paramount interest of the United States and he shall notify the Congress of such exemption. e. The President shall annually report to the Congress on measures taken in compliance with the purpose and intent of this section, including, but not limited to, the progress and problems associated with such compliance. £ No certification by a contractor, and no contract clause, may be required in the case of a contract for the acquisition of commercial items in order to implement a prohibition or requirement of this section or a prohibition or requirement issued in the implementation of this section. g. In paragraph(1),the term"commercial item"has the meaning given such term in section 4(12)of th t?iice'V° 6-deral Procurement Policy Act(41 U.S.C.403(12)). I A President Signature Title Speakwrite 6/27/2025 Agency/Organization Date (Certification signature should be same as Contract signature.) (Federal Certification-Non-Discrimination, Clean Air, Clean Water) (01/2018) Page 3 of 3 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C ATTACHMENT O OUTCOMES AND REPORTING Orange County Department of Social Services By signing and submitting this document, the Contractor certifies that it agrees to the following: 1. The Contractor agrees to participate in program, fiscal and administrative monitoring and/or audits, making records and staff time available to Federal, State and County staff. 2. The Contractor agrees to take necessary steps for corrective action, as negotiated within a corrective action plan, for any items found to be out of compliance with Federal, State, and County laws, regulations, standards and/or terms of the Contract. 3. The Contractor agrees that continuation of and/or renewal of this Contract is contingent on meeting the following requirements. The Contractor agrees to: A. Transcription of audio file is received within three hours of submission. B. Transcription of audio file is accurate. C. Transcription of services are available 24/7 365 days a year. DDocuSigned by: r4 President E15DA12ED7B2484... Signature Title speakwrite 6/27/2025 Agency/Organization Date (Certification signature should be same as Contract signature.) Outcomes (06/18) Page l of 1 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C 72/28/2025 E(MM/DDYYY) ACC" CERTIFICATE OF LIABILITY INSURANCE IY 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). PRODUCER CONTACT NAME: Carol Alley Frost Insurance-Select Business PHONE FAX 1006 Banister Ln,#1404 AIC No Ext: 512-473-4558 A/C No), Austin TX 78704 ADDRESS: carol.alley@frostinsurance.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Hartford Lloyds Insurance Company 38253 INSURED SPEAKWR-01 INSURER B:Travelers Casualty&Surety Company of America 31194 8815W West 1 t De Vaca Lane INSURER C: Hartford CasualtyInsurance Company29424 8815 Galveston TX 77554 INSURER D:The Hartford INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1124806839 REVISION NUMBER: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DDIYYYY MM/DDIYYYY A COMMERCIAL GENERAL LIABILITY 65SBATN1170 2/25/2025 2/25/2026 EACH OCCURRENCE $2,000,000 DAMAGE CLAIMS-MADE1:1 OCCUR PREM SES�IENTE a o_cur ence $300,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $Excluded GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY❑ PRO- POLICY ❑ LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ A AUTOMOBILE LIABILITY 65SBATN1170 2/25/2025 2/25/2026 COMBINED SINGLE LIMIT $2,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLA LIAB X OCCUR 65SBATN1170 2/25/2025 2/25/2026 EACH OCCURRENCE $1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 DED RETENTION$ $ D WORKERS COMPENSATION 65WECP08262 3/10/2025 3/10/2026 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Professional Liability 105753957 3/4/2025 3/4/2028 Professional Agg 4,000,000 C Crime 65BDDHO9855 3/10/2025 3/10/2026 Crime Limit 5,000 C Privacy&Network Security 65MB0340073 8/16/2024 8/16/2025 Privacy Limit 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Professional Liability Prior Acts date 3/4/2010 The General Liability and Auto Liability policies include a blanket additional insured endorsement on primary and non-contributory basis only when there is a written contract between the named insured and the certificate holder that requires such status. The General Liability,Auto Liability and Workers Compensation policies include a blanket automatic waiver of subrogation endorsement only when there is a written contract with the Named Insured and the certificate holder that requires such status. 30 Day Notice of Cancellation applies on General Liability,Auto Liability and Workers Compensation policies only when there is a written contract that requires such, See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange County, NC ACCORDANCE WITH THE POLICY PROVISIONS. 300 West Tyron Street PO Box 8181 AUTHORIZED ESENTATIVE Hillsborough NC 27278 - ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C AGENCY CUSTOMER ID: SPEAKWR-01 _ LOC#: AC"J?"® ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Frost Insurance-Select Business SpeakWrite 18815 West De Vaca Lane POLICY NUMBER Galveston TX 77554 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE RE:Orange County,its officers,agents and employees are designated as additional insured,with respect to the general liability policy,as required by written contract. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD P,Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BLANKET Al Verbiage on Page 11 tL ay BLANKET Primary/Non-Contributory status & WOS on Page 17 I it BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory"; Insuring Agreement (b) The "bodily injury" or "property damage" occurs during the policy a. We will pay those sums that the insured period; and becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury", listed under Paragraph 1. of Section "property damage" or "personal and C. — Who Is An Insured and no advertising injury" to which this insurance "employee" authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the "bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or"suit"that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1. of Section explicitly provided for under Coverage C. — Who Is An Insured or any "employee" Extension-Supplementary Payments. authorized by you to give or receive notice b. This insurance applies: of an "occurrence" or claim: (1) To "bodily injury" and "property (1) Reports all, or any part, of the "bodily damage" only if: injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury"or"property damage"; or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for: "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit' medical technician or paramedic shall against an insured we defend: be deemed to be caused by an "occurrence", but only if: (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services; and any vehicle to which Business Liability (b) You are not engaged in the Coverage for"bodily injury" applies. We business or occupation of providing do not have to furnish these bonds. such services. (3) The cost of appeal bonds or bonds to release attachments, but only for bond (2) For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one"occurrence". investigation or defense of the claim or 2. MEDICAL EXPENSES "suit', including actual loss of earnings up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the "suit'. accident: (6) Prejudgment interest awarded against (1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent; or applicable limit of insurance, we will not (3) Because of your operations; pay any prejudgment interest based on that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an "insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will (3) The obligation to defend, or the cost of not reduce the Limits of Insurance. the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same "insured contract"; and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when: information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements; or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph (6)above, are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee; and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (i) Cooperate with us in the standpoint of the insured. This investigation, settlement or exclusion does not apply to "bodily defense of the "suit"; injury" or "property damage" resulting from the use of reasonable force to (i i) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the "suit"; acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv) Cooperate with us with 1 "Bodilyinjury"or"property dama a"; or respect to coordinating other ( ) ry g applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit"; and (a) "Bodily injury", "property damage"or (i i) Conduct and control the "personal and advertising injury"that defense of the indemnitee in the insured would have in the such "suit". absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or"property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of(1) above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract". the cost of, that party's defense If. Pollution has also been assumed in the same"insured contract", and (1) "Bodily injury", "property damage" or "personal and advertising injury" (i i) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against seepage, migration, release or escape civil or alternative disputea of"pollutants": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any c. Liquor Liability time owned or occupied by, or rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "Bodily injury" if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol; or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that is used to relating to the sale, gift, distribution or heat water for personal use, by use of alcoholic beverages. the building's occupants or their guests; This exclusion applies only if you are in the ii "Bodilyinjury" damagg or business of manufacturing, distributing, ( ) try selling, serving or furnishing alcoholic e" for which you may be beverages. held liable, if you are a contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury" to: such premises, site or location (1) An "employee" of the insured arising is not and never was owned or out of and in the course of: occupied by, or rented or loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor; or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, (ii) Any person or organization for smoke or fumes from a whom you may be legally "hostile fire"; or responsible; (e) At or from any premises, site or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on any insured's behalf are operations if the operations are to performing operations if the test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of, "pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants"; or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes i. War operation and"loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by (1) A watercraft while ashore on premises governmental authority in hindering or you own or rent; defending against any of these. j. Professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess, contingent or on any other basis. grooming; h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of"mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 Form SS 00 08 04 05 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To (a) Body piercing (not including ear Premises Rented To You as described in piercing); Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not (b) Tattooing, including but not limited apply if the premises are to work" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and rental by you. (c) Similar services; Paragraphs (3) and (4) of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs (3) and (4) of this exclusion do Paragraphs (4) and (5) of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A. - Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage" included in the "Property damage"to: "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the"property damage"arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically which you or any contractors or injured, arising out of: subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or"your work"; or arises out of those operations; or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work"; or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your "advertisement"; person's right of privacy created by any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; advertisement"; (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images;or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would (15) Arising out of discrimination or not have occurred in whole or in humiliation committed by or at the part but for the "asbestos hazard"; direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring, cleaning up, removing, injury" to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an"asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices described in Paragraphs (a), (b), or(c) law; or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss, costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to a. Any Insured their duties as trustees. To any insured, except"volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees", other than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a)above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with as a named insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance is also an insurance of any kind is available to that insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional (fl products; insured under this provision only for that Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises in additional insured under this provision if such connection with the sale of the product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization(s) (referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for its "bodilyinjury" or "property dama e" arising own acts or omissions or those of ry g g its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or(f); or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises a " leased to you. ( ) Bodil Y injury",ry", "property damage" or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one 'occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. — Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or"suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the Declarations. 6. How Limits Apply To Additional Insureds b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision; or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit'; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the You or any additional insured must see to other insurer for defense and indemnity. it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. b. With respect to "mobile equipment" to If other valid and collectible insurance is available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, fn_IIn_%_n_ic_ underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work'; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you or temporarily occupied by you with settlement means a settlement and release of liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented to you or temporarily occupied by you in this policy to the first Named Insured, this with permission of the owner; insurance applies: a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos" or watercraft to a claim is made or"suit" is brought. the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory is. Transter Ut Rights Ut Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us '"`-'-'ran`p enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured -Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s)or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured —Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s)or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following b. With respect to the insurance afforded to additional exclusions apply: these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such (2) Structural alterations, new person or organization. construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision —Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or(f); or provides coverage for "bodily injury" or "property damage" included within the (ii) Such inspections, "products-completed operations hazard". adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured —Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, 1• "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional i (5) Newspaper; nsured(s); or (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement" does not include: "products-completed operations a. The design, printed material, information hazard". or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property damage" or "personal an advertising b. An interactive conversation between or injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co-Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in a. above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you in the territory described in a.above; a. A contract for a lease of premises. However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property damage" to a third person or organization, 8. "Employee" includes a leased worker"."Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage" is caused, in whole or in part, by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds, tunnel, a. It incorporates "your product" or "your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous; or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e. Vehicles not described in a., b., c., or d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage; or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render professional services, including those f. Vehicles not described in a., b., c., or d. listed in (1) above and supervisory, above maintained primarily for purposes inspection, architectural or other than the transportation of persons or engineering activities. cargo. 13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not "mobile equipment" but firm, to perform duties related to the conduct of will be considered "autos": your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker". gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft, watercraft or"auto"; (c) Street cleaning; b. While it is in or on an aircraft, watercraft or (2) Cherry pickers and similar devices "auto"; or mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or"auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft,watercraft or"auto". well servicing equipment. 15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury" means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of: privacy; (1) The transportation of property, unless f. Copying, in your "advertisement", a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea" or style of"advertisement"; or operated by you, and that condition g. Infringement of copyright, slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement"; or insured; or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials. 18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means: thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19. "Products-completed operations hazard"; physical injury that caused it; or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product" or"your work" except: "occurrence"that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession; or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent; or more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your"employee"; Form SS 00 08 04 05 Page 23 of 24 Docusign Envelope ID:OB18F280-87A5-4A76-8CD5-OD6337C1BB4C BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work": 24. "Your product": a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of"your work"; and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product"; and Page 24 of 24 Form SS 00 08 04 05