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HomeMy WebLinkAbout2026-176-E-County Mgr-GAR Associates-Tax Assessment and Reappraisal ProcessRevised 01/24 1 [Departmental Use Only] TITLE Evaluation of the Reappraisal and Tax Assessment Process in Orange County FY 2025-26 NORTH CAROLINA SERVICES AGREEMENT RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 5th day of May, 2026, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and GAR Associates, LLC, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Services Agreement (“Agreement”) is for services to be rendered by Provider to County with respect to (insert type of project): Evaluating the reappraisal and tax assessment process in Orange County and making recommendations for improvement. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Revised 01/24 2 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. Provider’s use of third party vendors used in its customary business operations shall not be a subcontract or assignment of the work hereunder. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. 3. Basic Services a. Basic Services. i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County’s Request for Proposals or Request for Qualifications (the “RFP”) “RFP Number RFP367-OC5469 for “An Evaluation of the Reappraisal and Tax Assessment Process in Orange County” issued December 19, 2025, and the Provider’s proposal, which are fully incorporated and integrated herein by reference together with Attachments A - Milestone Payment Schedule (designate all attachments). In the event a term or condition in any referenced document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County’s RFP together with attachments, Provider’s Proposal together with attachments. Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Revised 01/24 3 ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert milestones task list, dates and fees. If milestones are not established mark N/A under Milestone Task 1.) Milestone Task Milestone Date Milestone Fee 1. See Attachment A - Milestone Payment Schedule 2. 3. 4. 5. 6. 7. 8. 9. 10. iii) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County will provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider’s failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services a. Term. The term of this Agreement shall be from May5, 2026 to October 30, 2026. b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be May 5, 2026. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Revised 01/24 4 determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services is One Hundred Ten Thousand Dollars ($110,000). In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as Project milestones as set out in Section 3(a)(ii) are achieved up to the corresponding milestone fee. (For example, Provider may invoice for the amount listed as the milestone fee corresponding to the first milestone task upon County’s acknowledgement of the satisfactory completion of Task one. Upon the County’s acknowledgement that the second Task has been satisfactorily completed Provider may invoice for that corresponding milestone fee.) Milestone fees shall be the maximum amount payable for its corresponding milestone task which shall not be altered except by written amendment. Payments shall be made within fifteen (15) days of an invoice. b. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Travis Myren) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Revised 01/24 5 extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. b. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables that have been produced up to that point, including any electronic data or files relating to the Project. c. Waiver. The payment of any sums by the County under this Agreement or the failure of a party to require compliance by the other party with any provisions of this Agreement or the waiver by a party of any breach of this Agreement shall not constitute a waiver of any claim for damages for any breach of this Agreement or a waiver of any other required compliance with this Agreement. d. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon ten (10) days’ notice to Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Revised 01/24 6 Provider. Upon any suspension by County, Provider shall discontinue the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes if at any point during the term of this Agreement they employ any employees in North Carolina. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- 86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a suit or action. e. Entire Agreement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Revised 01/24 7 f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation and Government Action. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name & Address Attention: Travis Myren GAR Associates, LLC P.O. Box 8181 855 NY-146, Suite 130 Hillsborough, NC 27278 Clifton Park, NY 12065 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Revised 01/24 8 By: _________________________________ Travis Myren By: __________________________________ David Barnett, CEO/Member Printed Name and Title Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: GAR Associates Vendor Contact Person: David Barnett Phone: Address: 855 NY-146, Suite 130 City Clifton Park State: NY Zip: 12065 Department: County Manager Amount: $110,000 Purpose: Tax Assessment and Reappraisal Process Budget Code(s): 10210020 630000 Vendor # 69373 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date End Date Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: May 5, 2026); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F 5/8/2026 5/11/2026 5/12/2026 5/12/2026 Attachment A – Milestone Payment Schedule GAR Associates, LLC An Evaluation of the Reappraisal and Tax Assessment Process in Orange County Scope of Work Milestone Completion Date Payment 1. Scope of Work Items 3, 6, 8, and 9 - Management Level Analysis • Organization Capacity (SOW 3) • Operational Efficiency (SOW 6) • Communications and Transparency (SOW 8) • Revaluation Cycle (SOW 9) May 30, 2026 $30,000 2. Scope of Work Items 1 and 7 - Valuation and Office Practices Analysis • Process Review (SOW 1) • Appeal Process (SOW 7) June 30,2026 $30,000 3. Scope of Work Items 2, 4, and 5 - Statistical Analysis and Review • Schedule of Values (SOW 2) • Data Quality and Accuracy (SOW 4) • Statistical Analysis (SOW 5) July 31, 2026 $35,000 4. Final Report, Presentations, and Project Close Out September 15, 2026 $15,000 TOTAL COST $110,000 Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 4/22/2026 License # 1009544 (716) 348-3654 (716) 849-8291 31003 GAR Associates, LLC 5500 Main Street, Suite 347 Williamsville, NY 14221 31325 12936 17520 A 2,000,000 X ADV5330804 1/1/2026 1/1/2027 300,000 10,000 2,000,000 4,000,000 4,000,000 EMPLOYEE BENEFI 2,000,000 2,000,000A X ADV5330804 1/1/2026 1/1/2027 5,000,000B X CUA5330942 1/1/2026 1/1/2027 5,000,000 10,000 C 01WECAB9W9P 10/1/2025 10/1/2026 1,000,000 1,000,000 1,000,000 D Professional Liabili MEOHS000756001 1/1/2026 Each Claim 2,000,000 E Cyber Liability Plus D310EC260501 1/1/2026 1/1/2027 Each Claim 2,000,000 Additional Insured and Waiver of Subrogation coverage shown above and marked with an X. Terms set forth as evidenced by the attached endorsement(s) identified on the ACORD 101. Orange County 300 West Tryon Street P.O. Box 8181 Hillsborough, NC 27278 GARASSO-01 RMOORE Lawley, LLC361 Delaware AvenueBuffalo, NY 14202 Aracely Arencibia aarencibia@lawleyinsurance.com Tri-State Insurance Company of Minnesota Acadia Insurance Co Hartford Insurance Group Houston Specialty Insurance Co Beazley Excess and Surplus Insurance Inc. 1/1/2027 X X X XX X X X Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. Lawley, LLC GARASSO-01 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance License # 1009544 1 SEE P 1 GAR Associates, LLC5500 Main Street, Suite 347Williamsville, NY 14221 SEE PAGE 1 RMOORE 1 When required by executed written contract the following endorsements apply: General Liability: CL CG 04 93 10 18 GENERAL LIABILITY ULTRA PLUS ENDORSEMENT – NEW YORK ( Includes additional Insured & Waiver of subrogation) CL CG 01 14 09 16 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION (ADDITIONAL INSURED) CL CG 20 62 09-2016 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS: AUTOMATIC STATUS Commercial Auto: CL CG 04 93 10 18 GENERAL LIABILITY ULTRA PLUS ENDORSEMENT – NEW YORK ( Includes additional Insured & Waiver of subrogation) CL CG 01 14 09 16 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION (ADDITIONAL INSURED) CL CG 20 62 09-2016 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS: AUTOMATIC STATUS Umbrella: CL CU 24 55 07 10 OTHER INSURANCE - ADDITIONAL INSUREDS: PRIMARY AND NONCONTRIBUTORY CL CU 24 66 09 16 UMBRELLA EXPANSION ENDORSEMENT - NEW YORK (Includes Waiver of Subrogation) CL CU 00 01 04 13 COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM (Includes Additional Insured) Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F COMMERCIAL GENERAL LIABILITY CL CG 20 62 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CL CG 20 62 09 16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 2 ADDITIONAL INSURED OWNERS, LESSEES OR CONTRACTORS COMPLETED OPERATIONS: AUTOMATIC STATUS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Additional Insured(s) 1. Section II Who Is An Insured is amended to include as an additional insured any person or organization for whom you have agreed to add as an additional insured on your policy in a written contract or written agreement, but only with respect to liability performed for that additional insured and -completed 2. The insurance afforded to such additional insured(s) described in Paragraph 1. above is subject to each of the following additional provisions: a. The coverage provided to the additional insured by this endorsement does not (1) The period of time required by the written contract or written agreement described in Paragraph 1. above, or 10 years from the date of the in Paragraph 1. above, whichever is less; or (2) Two years from the date of the in Paragraph 1. above, if the written contract or written agreement does not specify the period of time. b. The insurance afforded to the additional insured(s) only applies to the extent permitted by law. c. The written contract or written agreement must have been executed prior to when occurs. d. The following is added to Section III Limits Of Insurance: The most we will pay on behalf of the additional insured(s) is the amount of insurance: (1) Required by the written contract or written agreement described in Paragraph 1. above; or (2) Available under the applicable Limits of Insurance shown in the Declarations of this policy or coverage part; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations of this policy or coverage part. B. Professional Liability Exclusion With respect to coverage provided by this endorsement, the following exclusion is added to Paragraph 2. Exclusions of Section I Coverage A Bodily Injury And Property Damage Liability: Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc. with its permission CL CG 20 62 09 16 Professional Liability Having rendered or having failed to render any professional architectural, engineering or surveying services, including: 1. The preparation, approval, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in having supervised, hired, employed, trained or monitored others by that olved the rendering of or the failure to render any professional architectural, engineering or surveying services. C. Duties In Event Of Occurrence, Claim Or Suit With respect to the coverage provided by this endorsement, the following replaces Paragraphs 2.a. and 2.b. of Section IV Commercial General Liability Conditions: a. You and any additional insured must see to it that we are notified as soon as practicable of To the extent possible, notice should include: (1) took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or b. brought against any insured, the insured must: (1) Immediately record the specifics of the (2) Notify us as soon as practicable. The insured must see to it that we receive as soon as practicable. Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Includes copyrighted material of Insurance Services Office, Inc., with its permission This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Miscellaneous Additional Insureds Included .Expected Or Intended Injury Or Damage Included Knowledge Of Occurrence Included Legal Liability - Damage To Premises Rented To You (Fire, Lightning, Explosion, Smoke, Leakage From Automatic Fire Protective Systems) $300,000 .Medical Payments See Declarations Newly Formed Or Acquired Organization, Partnership Or Limited Liability Company And Extended Period of Coverage Included Non-Owned Watercraft (Increased to maximum length of less than 51 feet) Included Who Is An Insured – Amendment Included Supplementary Payments - Increased Limits Bail Bonds $ 3,000 Loss Of Earnings $ 1,000 Unintentional Omission Or Unintentional Error In Disclosure Included Waiver Of Transfer Of Rights Of Recovery Against Others Included Liberalization Clause Included .Incidental Medical Malpractice Included The above is a summary only. Please consult the specific provisions that follow for complete information on the extensions provided. The provisions of the Commercial General Liability Coverage Part apply except as otherwise provided in this endorsement. This endorsement applies only if such Coverage Part is included in this policy. is amended to include as an insured any person or organization (referred to as an additional insured below) described in Paragraphs through below when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy, provided that: The written contract or written agreement is: Currently in effect or becoming effective during the term of this policy; and Fully executed by you and the additional insured prior to the "bodily injury", "property damage" or "personal and advertising injury". The insurance afforded by this provision does not apply to any person or Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Includes copyrighted material of Insurance Services Office, Inc., with its permission organization included as an additional insured by a separate endorsement issued by us and made a part of this policy or coverage part. Only the following persons or organizations are additional insureds under this provision, with coverage for such additional insureds limited as provided herein: Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured to your policy; and Any other person or organization you are required to add as an additional insured under the contract or agreement described in paragraph above. Such person(s) or organization(s) is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: Your acts or omissions; or The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. "Bodily injury" or "property damage" occurring after: All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Includes copyrighted material of Insurance Services Office, Inc., with its permission Any "occurrence" which takes place after you cease to be a tenant in that premises. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. A mortgagee, assignee, or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a covered premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. An owner or other interest from whom land has been leased to you but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: Any "occurrence" which takes place after you cease to lease that land. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. Any person(s) or organization(s) from whom you lease equipment but only with respect to liability for "bodily injury", “property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). A person’s or organization’s status as an additional insured under this endorsement ends when their written contract or written agreement with you for such leased equipment ends. This insurance does not apply to any "occurrence" which takes place after the equipment lease expires. Any state, municipality, governmental agency or subdivision or other political subdivision subject to the following additional provisions: This insurance applies only with respect to: The following hazards for which the state, municipality, governmental agency or subdivision or other political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: The existence, maintenance, repair, construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; or The construction, erection or removal of elevators; or The ownership, maintenance or use of any elevators covered by this insurance. Operations performed by you or on your behalf for which the state, municipality, governmental agency or subdivision or other political subdivision has issued a permit or authorization. This insurance does not apply to "bodily injury", "property damage" or "personal and advertising Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Includes copyrighted material of Insurance Services Office, Inc., with its permission injury" arising out of operations performed for the state, municipality, governmental agency or subdivision or other political subdivision. Any person(s) or organization(s) with a controlling interest in the Named Insured but only with respect to their liability arising out of: Their financial control of you; or Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such person(s) or organization(s). A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owner’s liability as co-owner of such premises. Any person(s) or organization(s) (referred to as vendor), but only with respect to “bodily injury” or “property damage” arising out of “your products” which are distributed or sold in the regular course of the vendor’s business. The insurance afforded the vendor does not apply to: "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a written contract or written agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the written contract or written agreement; Any express warranty unauthorized by you; Any physical or chemical change in the product made intentionally by the vendor; Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; Demonstration, installation, servicing or repair operations, except such operations performed at the vendor’s premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: The exceptions contained in Sub- paragraphs or ; or Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Includes copyrighted material of Insurance Services Office, Inc., with its permission This insurance does not apply to any insured person or organization, from whom you have acquired products, or any ingredient, part or container, entering into, accompanying or containing such products. With respect to coverage provided by this Provision , the following additional provisions apply: Any insurance provided to an additional insured designated under Paragraphs through above does not apply: To “bodily injury” or “property damage” included within the “products-completed operations hazard”; or To “bodily injury”, “property damage” or “personal and advertising injury” arising out of the sole negligence of such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The insurance afforded to such additional insured will not be broader than that which you are required to provide by the written contract or written agreement. With respect to the insurance afforded to the additional insureds within this Provision , the following is added to : The most we will pay on behalf of the additional insured is the amount of insurance: Required by the written contract or written agreement; or Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Exclusion of is deleted and replaced by the following: “Bodily Injury” or “property damage” expected or intended from the standpoint of the insured. This exclusion does not apply to “bodily injury” or “property damage” resulting from the use of reasonable force to protect persons or property. Paragraph of is deleted and replaced by the following: You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim only when the “occurrence” or offense is known to: You, if you are an individual; A partner, if you are a partnership; A manager, if you are a limited liability company; or An “executive officer” or the “employee” designated by you to give such notice, if you are an organization other than a partnership or a limited liability company. To the extent possible, notice should include: How, when and where the occurrence" or offense took place; The names and addresses of any injured persons and witnesses; and The nature and location of any injury or damage arising out of the occurrence" or offense. If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply: Under , the last paragraph (after the exclusions) is deleted and replaced by the following: Exclusions through do not apply to damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner. A separate limit of insurance applies to this coverage as Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Includes copyrighted material of Insurance Services Office, Inc., with its permission described in . The paragraph immediately after Subparagraph of Paragraph of is deleted and replaced by the following: Paragraphs ,and of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in . Paragraph of is deleted and replaced by the following: Subject to Paragraph above, the greater of: $300,000; or The Damage To Premises Rented To You Limit shown in the Declarations, is the most we will pay under for damages because of "property damage" to premises while rented to you, or in the case of damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner. This limit will apply to all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, "smoke", leakage from automatic fire protective systems, or other covered causes of loss or any combination thereof. Subparagraph of Paragraph of is deleted and replaced by the following: That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner; Subparagraph of definition "Insured contract" of is deleted and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". As used in this Provision : "Smoke" does not include smoke from agricultural smudging, industrial operations or "hostile fire". The Medical Expense Limit is changed, subject to the terms of , to the Medical Expense Limit shown in the Declarations. Paragraph of is deleted and replaced by the following: Any organization you newly acquire or form, other than a joint venture, and over which you maintain ownership or: Majority interest of more than 50% if you are a corporation; Majority interest of more than 50% as a general partner of a newly acquired or formed partnership; and/or Majority interest of more than 50% as an owner of a newly acquired or formed limited liability company; will qualify as a Named Insured if there is no other similar insurance available to that organization. However, for these organizations: Coverage under this provision is afforded only until the next anniversary date of this policy’s effective date after you acquire or form the organization, partnership or limited liability company, or the end of the policy period, whichever is earlier; does not apply to "bodily injury" or "property damage" that occurred before you Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Includes copyrighted material of Insurance Services Office, Inc., with its permission acquired or formed the organization, partnership or limited liability company; does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization, partnership or limited liability company; Coverage applies only when operations of the newly acquired organization, partnership or limited liability company are the same or similar to the operations of insureds already covered under this insurance; Coverage only applies for those limited liability companies who have established a date of formation as recorded within the filed state articles of organization, certificates of formation or certificates of organization; and Coverage only applies for those partnerships who have established a date of formation as recorded within a written partnership agreement or partnership certificate. Subparagraph of of is deleted and replaced by the following: A watercraft you do not own that is: Less than 51 feet long; and Not used to carry persons or property for a charge. The last paragraph of is deleted and replaced by the following: No person or organization is an insured with respect to the conduct of any: Current partnership or limited liability company, unless otherwise provided for under Paragraph of ; Current joint venture; or Past partnership, joint venture or limited liability company; that is not shown as a Named Insured in the Declarations. is changed as follows: The limit shown in Paragraph for the cost of bail bonds is changed from $250 to $3,000; and The limit shown in Paragraph for loss of earnings because of time off from work is changed from $250 a day to $1,000 a day. The following provision is added to Paragraph of : However, the unintentional omission of, or unintentional error in, any information given or provided by you shall not prejudice your rights under this insurance. This provision does not affect our right to collect additional premium or to exercise our right of cancellation or non-renewal. The following is added to Paragraph of : We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" and included in the "products-completed operations hazard" when you have agreed in a written contract or written agreement that any right of recovery is waived for such person or organization. This waiver applies only to the person(s) or organization(s) agreed to in the written contract or written agreement and is subject to those provisions. This waiver does not apply unless the written contract or written agreement has been executed prior to the "bodily injury" or "property damage". However, if any person or organization is separately scheduled on a separate waiver of transfer of rights of recovery which is attached to this policy, then this waiver does not apply. The following is added to Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Includes copyrighted material of Insurance Services Office, Inc., with its permission If we adopt a mandatory attachment form change which broadens coverage under this edition of the Commercial General Liability CG0001 for no additional charge, and those changes are intended to apply to all insureds under this edition of CG0001, that change will automatically apply to your insurance as of the date we implement the change in your state. This liberalization clause does not apply to changes implemented through introduction of a subsequent edition of the Commercial General Liability form CG0001. Paragraph of does not apply to a physician, nurse practitioner, physician assistant, nurse, emergency medical technician or paramedic employed by you if you are not in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. This provision is excess over any other valid and collectible insurance whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow paragraph of . Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F COMMERCIAL LIABILITY UMBRELLA CL CU 24 66 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CL CU 24 66 09 16 Includes copyrighted material of Insurance Services Office, Inc.Page 1 of 3 with its permission UMBRELLA EXPANSION ENDORSEMENT - NEW YORK This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART SUMMARY OF COVERAGE EXTENSIONS Provision Name Of Coverage Extension Included or Limit of Insurance A.Non-Owned Watercraft (Increased to maximum length of less than 51 feet) Included B.Expected Or Intended Injury Or Damage Included C.Knowledge Of Occurrence Included D.Newly Formed Or Acquired Organization, Partnership Or Limited Liability Company And Extended Period Of Coverage Included E.Supplementary Payments - Increased Limits 1. Bail Bonds $ 3,000 2. Loss Of Earnings $ 1,000 F.Unintentional Omission Or Unintentional Error In Disclosure Included G.Waiver Of Transfer Of Rights Of Recovery Against Others Included H.Other Insurance Included The above is a summary only. Please consult the specific provisions that follow for complete information on the extensions provided. The provisions of the Commercial Liability Umbrella Coverage Part apply except as otherwise provided in this endorsement. This endorsement applies only if such Coverage Part is included in this policy. A. NON-OWNED WATERCRAFT Paragraph 2.j.(2)of Section I - Coverages, Coverage A Bodily Injury and Property Damage Liability is deleted and replaced by the following: (2)A watercraft you do not own that is: (a)Less than 51 feet long; and (b)Not being used to carry persons or property for a charge. B. EXPECTED OR INTENDED INJURY OR DAMAGE Exclusion 2.a. Expected Or Intended Injury of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. C. KNOWLEDGE OF OCCURRENCE Paragraph 3.a. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV - Conditions is deleted and replaced by the following: a.You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim only when the "occurrence" or offense is known to: (1)You, if you are an individual; (2)A partner, if you are a partnership; (3)A manager, if you are a limited liability company; or (4)An "executive officer" or the "employee" designated by you to give such notice, if you are an organization other than a partnership or a limited liability company. To the extent possible, notice should include: (i)How, when and where the "occurrence" or offense took place; Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F CL CU 24 66 09 16 Includes copyrighted material of Insurance Services Office, Inc.Page 2 of 3 with its permission (ii)The names and addresses of any injured persons and witnesses; and (iii)The nature and location of any injury or damage arising out of the "occurrence" or offense. D. NEWLY FORMED OR ACQUIRED ORGANIZATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY AND EXTENDED PERIOD OF COVERAGE Paragraph 1.c.of Section II - Who Is An Insured is deleted and replaced by the following: c.Any organization you newly acquire or form, other than a joint venture, and over which you maintain ownership or: (1)Majority interest of more than 50% if you are a corporation; (2)Majority interest of more than 50% as a general partner of a newly acquired or formed partnership; and/or (3)Majority interest of more than 50% as an owner of a newly acquired or formed limited liability company; will qualify as a Named Insured if there is no other similar insurance available to that organization. However, for these organizations: (i)Coverage under this provision is afforded only until the next anniversary date of this policy’s effective date after you acquire or form the organization, partnership or limited liability company, or the end of the policy period, whichever is earlier; (ii) Section I - Coverage A - Bodily Injury And Property Damage Liability does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization, partnership or limited liability company; (iii) Section I - Coverage B - Personal And Advertising Injury Liability does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization, partnership or limited liability company; (iv)Coverage applies only when operations of the newly acquired organization, partnership or limited liability companyare the same or similar to the operations of insureds already covered under this insurance; (v)Coverage only applies for those limited liability companies who have established a date of formation as recorded within the filed state articles of organization, certificates of formation or certificates of organization; and (vi)Coverage only applies for those partnerships who have established a date of formation as recorded within a written partnership agreement or partnership certificate. E. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS Section I - Supplementary Payments - Coverages A And B is changed as follows: 1.The limit shown in Paragraph 1.b.for the cost of bail bonds is changed from $2,000 to $3,000; and 2.The limit shown in Paragraph 1.d.for loss of earnings because of time off from work is changed from $250 a day to $1,000 a day. F. UNINTENTIONAL OMISSION OR UNINTENTIONAL ERROR IN DISCLOSURE The following provision is added to Paragraph 7. Representations or Fraud of Section IV - Conditions: However, the unintentional omission of, or unintentional error in, any information given or provided by you shall not prejudice your rights under this insurance. This provision does not affect our right to collect additional premium or to exercise our right of cancellation or non-renewal. G. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS The following is added to Paragraph 9. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" and included in the "products-completed operations hazard" when you have agreed in a written contract or written agreement that any right of recovery is waived for such person or organization. This waiver applies only to the person(s) or organization(s) agreed to in the written contract or written agreement and is subject to those provisions. This waiver does not apply unless the written contract or written agreement has been executed prior to the "bodily injury" or "property damage". However, if any person or organization is separately scheduled on a separate waiver of transfer of rights of recovery which is attached to this policy, then this waiver does not apply. Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F CL CU 24 66 09 16 Includes copyrighted material of Insurance Services Office, Inc.Page 3 of 3 with its permission H. OTHER INSURANCE Paragraph 5.a. Other Insurance of Section IV- Conditions is replaced by the following: a.This insurance is excess over, and shall not contribute with any other insurance, whether primary, excess, contingent or any other basis. This condition will not apply to insurance specifically written as excess over this Coverage Part. All insurance in which you have been added as an additional insured by attachment of an endorsement will be primary to this insurance. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured’s rights against all those other insurers. Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F COMMERCIAL GENERAL LIABILITY CL CG 20 62 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CL CG 20 62 09 16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 2 ADDITIONAL INSURED OWNERS, LESSEES OR CONTRACTORS COMPLETED OPERATIONS: AUTOMATIC STATUS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Additional Insured(s) 1. Section II Who Is An Insured is amended to include as an additional insured any person or organization for whom you have agreed to add as an additional insured on your policy in a written contract or written agreement, but only with respect to liability performed for that additional insured and -completed 2. The insurance afforded to such additional insured(s) described in Paragraph 1. above is subject to each of the following additional provisions: a. The coverage provided to the additional insured by this endorsement does not (1) The period of time required by the written contract or written agreement described in Paragraph 1. above, or 10 years from the date of the in Paragraph 1. above, whichever is less; or (2) Two years from the date of the in Paragraph 1. above, if the written contract or written agreement does not specify the period of time. b. The insurance afforded to the additional insured(s) only applies to the extent permitted by law. c. The written contract or written agreement must have been executed prior to when occurs. d. The following is added to Section III Limits Of Insurance: The most we will pay on behalf of the additional insured(s) is the amount of insurance: (1) Required by the written contract or written agreement described in Paragraph 1. above; or (2) Available under the applicable Limits of Insurance shown in the Declarations of this policy or coverage part; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations of this policy or coverage part. B. Professional Liability Exclusion With respect to coverage provided by this endorsement, the following exclusion is added to Paragraph 2. Exclusions of Section I Coverage A Bodily Injury And Property Damage Liability: Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc. with its permission CL CG 20 62 09 16 Professional Liability Having rendered or having failed to render any professional architectural, engineering or surveying services, including: 1. The preparation, approval, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in having supervised, hired, employed, trained or monitored others by that olved the rendering of or the failure to render any professional architectural, engineering or surveying services. C. Duties In Event Of Occurrence, Claim Or Suit With respect to the coverage provided by this endorsement, the following replaces Paragraphs 2.a. and 2.b. of Section IV Commercial General Liability Conditions: a. You and any additional insured must see to it that we are notified as soon as practicable of To the extent possible, notice should include: (1) took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or b. brought against any insured, the insured must: (1) Immediately record the specifics of the (2) Notify us as soon as practicable. The insured must see to it that we receive as soon as practicable. Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F COMMERCIAL GENERAL LIABILITY CL CG 01 14 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CL CG 01 14 09 16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION (ADDITIONAL INSURED) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Paragraph (v) is added to Paragraph (1)(a) of Paragraph b. Excess Insurance under Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions, as follows: (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (v) That is available to any person or organization who has been added as an additional insured to this policy by endorsement. However, with respect to an additional insured added by endorsement for liability caused, in whole or in part: 1. By your acts or omissions, or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; or (b) In connection with your premises; 2. By your maintenance, operation or use of equipment leased to you by such person or organization; or 3. By “your work” performed for that additional insured and included in the “products-completed operations hazard”; this insurance shall be primary to and will not seek contribution from the additional insured’s own insurance if you and such additional insured have agreed prior to loss in a written contract or written agreement, in effect during this policy period, that this insurance be primary and noncontributory as respects liability described in Subparagraph (1)(a)(v)1., (1)(a)(v)2. or (1)(a)(v)3. above. However, this insurance, in all cases, is excess over any other liability insurance available to the additional insured to which such person or organization has been added as an additional insured. Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F