Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
25486
AGREEMENT INFORMATION AGREEMENT NUMBER 25486 NAME/TYPE OF AGREEMENT OMNI CRA & KENT SECURITY SERVICES, INC. DESCRIPTION SUPPLEMENTAL AGREEMENT/SECURITY SERVICES ON AN AS -NEEDED BASIS RFP NO. 985381/FILE ID: 15522/CRA-R-24- 0013/MATTER ID: 24-653 EFFECTIVE DATE February 25, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 2/25/2025 DATE RECEIVED FROM ISSUING DEPT. 2/26/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL SUPPLEMENTAL AGREEMENT TO KENT SECURITY SERVICES, INC. This Supplemental Agreement ("Agreement") is entered into as of this 25th day of February, 2025, by and between the Omni Redevelopment District Community Redevelopment Agency ("CRA") and Kent Security Services, Inc. authorized to conduct business within the State of Florida ("Contractor"). RECITALS WHEREAS, Contractor was awarded The City of Miami Request for Proposal ("RFP") No. 985381 for the provision of Security Guard Services, as further defined therein ("Services"), attached and incorporated herein as Exhibit "A" ("Solicitation"), as a result of a competitive process through RFP No. 985381; and WHEREAS, the Omni Redevelopment District Community Redevelopment Agency is in need of Security Services on an as -needed basis; and WHEREAS, the CRA desires to engage Contractor for the Services on an as needed basis; and WHEREAS, the CRA and Contractor desire to enter into this Agreement, utilizing the underlying Base Agreement in compliance with Section 18-111 of the Code of the City of Miami, Florida, as amended ("City Code"), subject to the terms and conditions as hereinafter set forth; and WHEREAS, the CRA through CRA-Resolution No. CRA-R-24-0013, adopted at the February 8, 2024 meeting of the Board of Commissioners of the CRA, attached and incorporated as Exhibit "B" ("AUTHORIZING RESOLUTION"), has authorized the CRA to accessing of the City Contract No. 985381(28) for the provision of Security Guard Services in the OMNI Redevelopment Area ("AREA"), which was competitively solicited for a term of five (5) years with the option to renew for one (1) additional three (3) year period, extending the total possible term to October 13, 2028; and NOW, THEREFORE, for and in consideration of the terms, conditions, and mutual covenants contained herein and other good and valuable consideration received by each party, the sufficiency of which are hereby acknowledged, the CRA and Contractor hereby agree as follows: TERMS 1. The Recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The following exhibits are attached hereto and are hereby incorporated into and made a part of this Agreement: Exhibit A — Standard City Contract Exhibit B — Authorizing Resolution Exhibit C- Human Trafficking Affidavit In the event of a conflict between the provisions of this Agreement or any of its exhibits, the conflict shall be resolved in favor this Agreement then the priority order indicated above. 2. Supplemental Clauses: a. Section 10, titled Indemnification, is hereby deleted in its entirety and replaced with the following language: "Contractor shall indemnify, hold and save harmless, and defend (at its own cost and expense), the Omni Redevelopment District Community Redevelopment Agency ("CRA"), its officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract. Contractor shall further indemnify, save and hold harmless, and defend (at its own cost), the CRA its officials and/or employees against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the services, even if it is alleged that the CRA, its officials, and/or employees were negligent. In the event that any action or proceeding is brought against the CRA by reason of any such claim or demand, the Contractor shall, upon written notice from the CRA, resist and defend such action or proceeding by counsel satisfactory to the CRA. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the CRA or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Contractor to defend, at its own expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the CRA's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the CRA, whether performed by the Contractor, or persons employed or utilized by Contractor. These duties will survive the cancellation or expiration of the Contract. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. Contractor shall require all sub -Contractor agreements to include a provision that each sub - Contractor will indemnify the CRA in substantially the same language as this Section. The Contractor agrees and recognizes that the CRA shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the CRA participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the CRA, in no way, assumes or shares any responsibility or liability of the Contractor or sub -Contractor under this Contract. Page 2 of 32 Ten dollars ($10.00) of the payments made by the CRA constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Contractor." b. Section 14, titled Insurance, is hereby deleted in its entirety and replaced with the following language: "A. Contractor shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "D" and incorporated herein by this reference. The Contractor shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Contractor shall correct any insurance certificates as requested by the City's Risk Management Administrator. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Administrator on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the CRA prior to the performance of Services hereunder, provided, however, that Contractor shall at any time upon request file duplicate copies of the Certificate of Insurance with the CRA. B. If, in the judgment of the CRA, prevailing conditions warrant the provision by Contractor of additional liability insurance coverage or coverage which is different in kind, the CRA reserves the right to require the provision by Contractor of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Contractor fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the CRA's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. C. Contractor understands and agrees that any and all liabilities regarding the use of any of Contractor's employees or any of Contractor's sub -Contractors for Services related to this Agreement shall be borne solely by Contractor throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Contractor further understands and agrees that insurance for each employee of Contractor and each sub -Contractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Administrator throughout the duration of this Agreement. D. Contractor shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Contractor shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Administrator as soon as coverages are bound with the insurers. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: Page 3 of 32 (i) the CRA shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Administrator; or (ii) the CRA may, at its sole discretion, terminate the Agreement for cause and seek re -procurement damages from Contractor in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement." c. Section 17, titled Notices, is hereby deleted in its entirety and replaced with the following language: 17. Notices All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO THE CRA: Executive Director Attn: Isiaa Jones 1401 N Miami Ave 2nd Floor Miami, FL 33136 With copies to: City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 AND David Tolces, Esq. 2255 Glades Rd # 200E Boca Raton, FL 33431 TO THE CONTRACTOR: Kent Security Services, Inc. 14600 Biscayne Blvd. North Miami Beach, FL 33181 Page 4 of 32 3. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Facsimile, .pdf and other electronic signatures to this Agreement shall have the same effect as original signatures. [SIGNATURE PAGE FOLLOWS] Remainder of page intentionally left blank. Page 5 of 32 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: CONTRACTOR: "Kent Security Services, Inc." BY: ,--Signed by: Aural jbSUL BY: ,—DocuSigned by: `'• 1AF78565E3F6415... \--38EB81C9B7464A4... NAME: Marcel Josue TITLE: Operations Manager ATTE BY: DocuSigned by: 4ncAnnrp,,1S9 NAME: Gil Neuman TITLE: CEO OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (---DocuSigned by: By: (Staa ,)bin,t,S 726F60389F4F483... Todd B. Hannon, Clerk of the Board Isiaa A. Jones, Executive Director APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: DocuSigned by: BY: Gt,brOG i311Sb17�.6� ( RR77FFa�,GR$2dRg REQUIREMENTS: BY: DocuSigned by: Fraank Gbwxt") George K. Wysong III, General Counsel Ann -Marie Sharpe 24-653 JMS Director of Risk Management COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign.) WHEREAS, Kent Security Services, Inc. a for profit corporations, desires to enter into this Agreement with the CRA for the purpose of performing the Services described in the Agreement to which this Resolution is attached; and WHEREAS, the Board of Directors (Board type: Board of Directors for Inc., Board of Managers for LLC) at a duly held Company Meeting has considered the matter in accordance with the Bylaws of the Company; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD of Kent Security Services Inc (same as identified above) that this Company is authorized to enter into the Agreement with the CRA, and the Gi1 Neuman CEO (Company officer title) and the Gi1 Neuman CEO (Company officer title) are hereby authorized and directed to execute the Agreement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this CEO day of CEO , 202 5 . Kent Security Services, Inc. ("Contractor"), an FL (State) Company DocuSigned by: *tl, M,U.AatA, `-38EB81 C9B7464A4... Print Name: Gil Neuman (sign) Title: CEO "----Signed by: Aural iostAt, 1AF78565E3F6415... Print Name: Marcel Josue Title: Operations Manager (sign) Page 7 of 32 EXHIBIT A .PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami,, Florida And Contractor This Professional Services Agreement ("Agreement") is entered into this 14th_ day of October , 2020 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2n4 Avenue, 104' Floor, Miami, Florida 33130 ("City"), and Kent Security Services, Inc., a corporation, qualified and authorized to do business in the State of Florida, whose principal address is 14600 Biscayne Blvd. North Miami Beach, FL 33181, hereinafter referred to as the ("Contractor"). REC ITALS; WHEREAS, the City of Miami issued Request for Proposal (RFP) No. 985381 on September 16, 2019 (attached hereto, incorporated hereby, and made a part of as Exhibit A) to establish a Contract for Security Guard Services, ("Services" as more fully set forth in the scope of work "Scope", attached hereto as Exhibit B) for the City; and Contractor's proposal ("Proposal and Compensation", attached hereto, incorporated hereby, and made part of hereof as Exhibit C), the City's insurance requirements and the Contractor's Certificate of Insurance (attached hereto as Exhibit D), Corporate Resolutions (attached hereto as Exhibit E), in response thereto, has been selected as a qualified proposal for the provision of the Services. WHEREAS, the Evaluation/Selection Committee appointed by the City Manager determined that the Proposal submitted by the Contractor was responsive to the RFP requirements and recommended that the City Manager negotiate with the Contractor; and WHEREAS, the City wishes to engage the Services of the Contractor, and Contractor wishes to perform Services for the City; and 1 Page 11 of 32 WHEREAS, the City and the Contractor desire to enter into this Agreement under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Contractor and the City agree as follows: TERMS: 1. RECITALS AND INCORPORATIONS; DEFINITIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The Ci1y'o RFP is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". The Services and Scope of Work are hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit ^B^ Compensation N the Contractor asExhibit ^{". The Contractor's Insurance Certificate ishereby incorporated into and made a part of this Agreement as Exhibit ~D~ The order of precedence whenever there in conflicting or inconsistent language between documents is as follows in descending order of priority: (1) Professional Services Agreement ("PSA"); (2) Addenda/Addendum to the RFP, if any; (3) RFP; and (4) Contractor's response, dated October 31, 2019 acknowledging scope of services and pricing component nfservices and. response 0uthe Request for Proposals. 2. TERM: The Agreement shall become effective on the date on the first page, and shall be for the duration of five (5) years with one (1) option to renew for an additional three (3) year period. The City Manager shall have the option to extend orterminate the Agreement for convenience, that is, for any ornocause pursuant toSection 13. 2 3. SCOPE OFSERVICES: A. Contractor agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Exhibits "A" and ^B^ hemto, which by this reference is incorporated into and made apart ofthis Agreement. B. Contractor represents Vothe City that (i) it possesses all qualifications, |iman»es, certificates, authorizations, and expertise required for the performance ofthe Services, including but not limited kzfull qualification kodobusiness inFlorida; (ii)it isnot delinquent inthe payment of any sums duo the Ci4', including payment of permits, fees, occupational |ioonoe», etc, nor in the per-formance of any obligations or payment of any monies to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the 0enn heeuf, fully qualified and trained to perform the tasks assigned to each; (iv) the Services will be per -formed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Contractor has been duly authorized to so execute the same and fully bind Contractor as a party tothis Agreement. C. Contractor shall at all times provide fully qua|ified, competent and physically capable employees to perform the Services under this Agreement. The City may require Contractor to remove any employee the City deems caro|esn, innompetent, insubondina\o, or otherwise objectionable and whose continued nemioao under this Agreement is not in the host interest nfthe City. 4. COMPENSATION: Contractor acits sole compensation for the Services provided, shall receive compensation as indicated in Exhibit "C", which by this reference is incorporated into and made a part of this Agreement. 5. OWNERSHIP OFDOCUMENTS: Contractor understands and agrees that any infonnodon, document, report orany other material whatsoever which in given by the City to Contranmr, its omp|oyees, or any sub - Contractor, or which is otherwise obtained or prepared by Contractor solely and exclusively for the City pursuant to or under the Vanno of this Agmement, is and shall at all times remain the property of the City. Contractor agrees not to use any such infonnation, dnvument, report or material for any other purpose whatsoever without the written consent ofthe City Manager, which may be withheld or conditioned by the City Manager in his/her ao|* discretion. Contractor is permitted to make and to maintain duplicate copies of the fi|en, raoords, documentn, etc. if Contractor determines copies of such records are necessary subsequent to the termination of this Agreement; hnwover, in no way shall the confidentiality an permitted by applicable |avv be breached. The City shall maintain and retain ownership of any and all documents which nanuV upon the completion of the work and Services under this Agreement an per the terms of this Section 5. G. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Contractor agrees to provide access to the City or to any of its duly authorized repmsentativen. N any books, documents, papers, and records ofContractor which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Contractor under this Agreement, audit and inspect, or cause to be audited and inapected, those books, doouments, papers, and records ofContractor which are m|utod to Contractor's performance under this Agreement. Contractor agrees Vnmaintain any and all such books, documents, papers, and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. Contractor's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. 4 B. The City may, atreasonable times during the term hereof, inspect the Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Contractor under this Agreement conform to the terms honen[ Contractor shall make available /othe City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18-101 and 18-102 of the Code of the City of Miami, Florida as same may be amended or supplemented, from time Vztime. 7. AWARD DFAGREEMENT: Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit orsecure this Agreement and that it has not offered to pay, pmid, or agreed to pay any person any fee, commission, percentsge, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. PUBLIC RECORDS: A. Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining N City Agreements, subject to the provisions of Chapter 119, Florida Statu0as, and agrees to a||ma access by the City and the public to all documents subject to disclosure under applicable laws. Contractor's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. O. Contractor shall additionally comply with Section 110.0701. Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) upon request from the City'ncustodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within o reasonable time at cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that 5 are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Contractor does not transfer the records to the City; (4) upon completion of the contnac1, tnansfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service, if the Contractor transfers all public records to the City upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public reconds, all records stored electronically must be provided N the City, upon request from the City's custodian of public recondn, in a format that is compatible with the information technology systems ofthe City. Notwithstanding the foregoing, Contractor shall be permitted to retain any public records that make up part ofits work product solely as required for archival purposes, as required by law, orto evidence compliance with the terms of the Agreement, C. Should Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so in accordance with the provisions of chapter 119. Florida 3tatutos, at its own expanse and at no cost tothe City. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119' FLORIDA STATUTES' TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT' CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT /305\ 416-1800' VIA EMAIL AT PUBLICRECORDS(&MIAMIGOV.COM' OR REGULAR EMAIL AT CITY OF &8|AN1I OFFICE OF THE CITY ATTORNEY' 444 SVV2yJD AVENUE 9TH FL' M|AMi FL 33130. THE CONTRACTOR MAY ALSO CONTACT THE 6 RECORDS CUSTODIAN AT THE CITY OF MIAM| DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. Q. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Contractor understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public mcnrds, conflict of inVarest, record keeping, etc. City and Contractor agree Vz comply with and observe all such applicable federal, state and local |aws, ru|us, re0u|ation», codes and ordinanoes, as they may be amended from time to time. Contractor further agrees to include in all of Contractor's agreements with sub -Contractors for any Services related tothis Agreement this provision requiring nub'Contnactorsto comply with and observe all applicable federal, state, and local laws ru|os, nagu|ations, codes and ordinances, asthey may boamended from time tntime. 10. INDEMNIFICATION: Contractor shall indomnKy, hold and save hann|esn, and defend (at its own cost and expense), the City, its offioem, agonts, directom, and/or employees, from all liabilities, damages, |oonon, judgements, and costs, inc|uding, but not limited to, reasonable ottomo/nfees, Vuthe extent caused by the neg|igence, recNessnoss, negligent act or omission, or intentional wrongful misconduct ufContractor and persons employed orutilized byContractor inthe performance of this Contract. Contractor shall further indemnify, save and hold hann|ess, and defend (at its own cost), the City its officials and/or employees against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the sewices, even if it in alleged that the Cky, its ofhcia|o, and/or employees were negligent, In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory k/the City. The Contractor expressly understands and agrees that any insurance protection required by this 7 Contract or otherwise provided by the Contractor shall in no way limit the responsibility to indemnJy, keep and save harmless and defend the City orits officers, amp|oyeos, agents and instrumentalities anherein provided. The indemnification provided above shall obligate the Contractor to defend, at its own expenae, toand through trial, administrative, appeUate, supplemental orbankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions ofevery name and description which may bobrought against the City, whether performed bythe Contractor, urpersons employed orutilized hyContractor, Those duties will survive the cancellation or expiration of the Contract. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. Contractor shall require all nub'Con\ractoragreoments to include a provision that each oub'ContmctorwiU indemnify the City in substantially the same language as this Section, The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions, In naviowing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City, in no wuy, assumes or shares any responsibility or liability of the Contractor or sub -Contractor under this Contract. Ten dollars ($10.00) of the payments made by the City constitute seponata, diotinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which involuntarily and knowingly acknowledged bythe Contractor, 11. DEFAULT: If Contractor fails to comply materially with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after 8 reasonable notice from the City, then Contractor shall beindefault. Contractor understands and agrees that termination of this Agreement under this section shall not release Contractor from any obligation accruing prior to the effective date of termination. Upon the occurrence of default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Provider. terminate this Agreement whereupon all paymento, advanoe», or other compensation paid by the City to Contractor while Contractor was in default shall be immediately returned kzthe City. Should Contractor be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Contractor shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. 12. RESOLUTION OFAGREEMENT DISPUTES: Contractor understands and agrees that all disputes between Contractor and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Contractor being entitled to seek judicial relief in connection therewith, |nthe event that the amount ofcompensation hereunder exceeds Twenty - Five ThousandDoUarsandNn/Cunts($25.OUO).theCiryManagor'sdeoinionahaUbeappmved or disapproved by the City Commission. Contractor shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25'000). or(ii) a period of sixty (GO) days has expired, after submitting to the City Manager a detailed statement of the dinpute, accompanied by all supporting documentation or ninety (30) days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. In no event may the amount of compensation under this Section exceed the 9 total compensation set forth in Section 4 of this Agreement. The adherence to this Section is the condition precedent to the institution of any civil action by the Contractor against the City, 13. TERMINATION; OBLIGATIONS UPON TERMINATION: A. The Chy, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without pena|ty, otany time, by giving written notice M Contractor at least thirty (30) calendar days prior tnthe effective data of such termination. In such event, the City shall pay to Contractor compensation for Services rendered and approved expenses incurred prior tothe effective date oftermination, |nnoevent shall the City beliable Vz Contractor for any additional compensation and expenses incuned, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. The Contractor ohn|| have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agneomont, in its no|o diooretion, and without penaKy, upon the occurrence of an event of materia|breachhereunder,andtai|uetocurethesamevvithinthirty(80)daysaMarshttennotico of default. In such event, the City shall not be obligated to pay any amounts tuContractor for Services rendered by Contractor after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any dimot, indirect, consequential or incidental damages, This Section shall survive the cancellation or expiration ofthis Agreement. 14. INSURANCE: A. Contractor nhoU, at all times during the kann hereof, maintain such insurance coverage(s) as may be required by the City, The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit ^D^ and incorporated herein by 10 this reference. The Contractor shall add the City of Miami as an additional insured to its commercial general |iahi|ity, and auto liability po|ioien, and as named certificate holder onall policies. Contractor shall correct any insurance certificates as requested by the City'a Risk Management Administrator. All such insumnom, including renewa|o, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Administrator on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate ofInsurance will he provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Contractor shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. B. If, in the judgment of the Ciry, prevailing conditions warrant the provision by Contractor of additional liability insurance coverage or coverage which is different in kind, the City mneman the right to require the provision by Contractor ofan amount nfcoverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Contractor fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date that the required change inpolicy coverage would otherwise take effect. C. Contractor understands and agrees that any and all liabilities regarding the use of any of Contractor's employees or any of Contractor's sub -Contractors for Services related to this Agreement shall be borne solely by Contractor throughout the Kann of this Agreement and that this provision shall survive the termination of this Agreement, Contractor further understands and agrees that insurance for each employee of Contractor and each sub -Contractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Administrator throughout the duration ofthis Agreement. 11 D. Contractor shall beresponsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agre*merk, including any extensions hereof. If insurance certificates are scheduled to expire during the 0enn of this Agreement and any extension hereof, Contractor ohmU be responsible for submitting now or renewed insurance certificates N the City'n Risk Management Administrator as soon as coverages are bound with the insurers. |nthe event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the Chy's Risk Management Administrator; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re -procurement damages from Contractor in conjunction with the violation of the terms and conditions ufthis Agreement. E. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION: Contractor represents to the City that Contractor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractor's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status ornational origin. Contractor further covenants that no otherwise qualified individual shall, solely by mason of his/her mue, oo|or, sox, ne|igion, ago, handioop, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 12 16k ASSIGNMENT: This Agreement shall not be assigned by Contractor, in whole or in part. and Contractor shall not assign any part ofits operations, without the prior written consent ofthe City Manager, which may be withheld or conditioned, in the City's sole discretion through the City Manager. 17. NOTICES: All notices orother communications required under this Agreement shall be in writing and shall be given byhand-delivery orbyregistered or certified U.S. Mai|, return receipt requested, addressed tnthe other party at the address indicated herein ortosuch other address asaparty may designate bynotice given osherein provided. Notice shall bedeemed given onthe day on which personally delivered; or, if by mai|, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO CONTRACTOR: TO THE CITY: Kent Security Services, Inc. 145UUBiscayne Blvd. North Miami Beach, FL33181 Arthur NnhegaV City Manager 444SVY2`1Avenue, 10* Floor Miami, FL 33130-1910 VictohaM6ndoz City Attorney 444SVV2wAvenue, 9mFloor Miami, FL 33130-1910 Annie Perez, CPPO Procurement Director 444SVY2`1Avenue, 0*Floor Miami, FL 33130-1910 18. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida, Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attomey'x fees. Each party waives any defenoe, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. 13 Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. O. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective un|aoe made in writing. C. Should any pmviaion, panmgnsph, sen0ence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be inva|id, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such pmvioinn, paragraph, sentence, word nrphrase shall be deemed modified Vothe extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either ovent, the remaining terms and provisions of this Agreement shall remain unmodified and infull force and effect orlimitation ofits use. D. Contractor shall comply with all applicable |ewn, m|on and regulations in the performance ofthis Agreement, including but not limited to |icenoure, and certifications required bylaw for professional service Contractors. E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification oramendment hereto shall be valid unless in writing and executed by properly authorized representatives ofthe parties hereto, Except aootherwise set forth inSection 2 above, the City Manager shall have the sole authority N e*end, amend, or modify this Agreement on behalf of the City. All changes and/or modifications to this Agreement shall be approved in advance and in vvhhng by the Office of the City Attorney as to |nQa| form and correctness, and executed inwriting bythe City and the Contractor. F. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 14 G. Nothing contained in this Agreement is any way intended to be a waiver of the limitation placed upon the |ndomndeos' liability as set forth in Chapher7S8. Florida Statutes, Additionally, the |ndomniteos do not waive sovereign immunity, and no claim or award against the |ndemni0ees aho|| include aKomey'sfees. investigative coots or pre -judgment interest. 19. SUCCESSORS AND ASSIGNS: This Agreement shall he binding upon the parties horeto, their heirs. executors, legal representatives, successors, orassigns, ifany. 20. INDEPENDENT CONTRACTORS: Contractor has been procured and is being engaged to provide Services to the City as an Independent Contrsctor, and not an an agent or employee of the City. Accordingly, neither Contractor, nor its employees, nor any sub -Contractor hired by Contractor to provide any Services under this Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Cnntraotor, its amp|oyeeo, or any sub - Contractor hired by Contractor to provide any Services hereunder, and Contractor agrees Vu provide or to require sub-Contractor(s) to pmvide, as app|ioab|e, workers' compensation insurance for any employee or agent of Contractor rendering Services to the City under this Agreement. Contractor further understands and agrees that Contractor's or sub -Contractors' use or entry upon City properties shall not in any way change its ortheir status an an Independent Contractor. The Contractor does not have the power orauthority Vn hind the City in any promise, agreement, or representation other than specifically provided for in this Agreement. 21. CONTINGENCY CLAUSE: Funding for this Agreement in contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination 15 due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws urregulations, upon thirty (30)days written notice Vnthe Contractor. 22. FORCEW1AJEURE: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemio, hot or civil disturbanoe, war or tennhom, sabotage, innunnction, b|ockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of Force Majeure Event. the time for required completion of such act orobligation shall be extended by the number ofdays equal to the total number ofdays, if any, that such party is actually delayed by such Force Majoure Event. The party seeking delay in performance shall give notice in writing, within two (2) days of the Force Majeure Event, to the other party specifying the anticipated duration of the delay, and if such delay ohoU extend beyond the duration specified in such notico, additional notice shall be repeated no less than monthly so long a»such delay due toa Force Majeum Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party toovercome any delay that has resulted. 23. CITY NOT LIABLE FOR DELAYS: Contractor hereby understands and agrees that in no event shall the City be liable for, or responsible to Contractor or any sub -Contractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thomto, because of any injunction or other legal or equitable proceedings oronaccount ofany de|ay(s)for any cause over which the City has nocontrol, 24. USE OFNAME: Contractor understands and agrees that the City is not engaged in research for advertining, sales pmmohon, orother publicity purposes. Contractor is allowed, within the limited 16 scope of normal and customary marketing and promotion of its work, to use the general nasukn of this project and the name of the City. The Contractor agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent ofthe City Manager orthe City Commission. 25. NOCONFLICT OFINTEREST: Pursuant to City of Miami Code Section 2'611. as amended ("City Code~), regarding conflicts of interest, Contractor hereby certifies to the City that no individual member of Contractor, no employee, and no sub -Contractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commiooion, or agency of the City. Contractor hereby represents and warrants tothe City that throughout the term ofthis Agreement, Contractor, its amp|nyeeo, and its sub -Contractors will abide by this prohibition of the City Code. 26. NOTHIRD-PARTY BENEFICIARY: No persons other than the Contractor and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement, 27. SURVIVAL: All obligations (including but not limited ho indemnity and obligations todefend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 28. TRUTM'|N'NEGOT|AT|ONCERTIFICATION, REPRESENTATION AND WARRANTY: Contractor hereby certifies, napmnams and warrants to the City that on the date of Contractor's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs nupputngthe compensation toContractor under this Agreement are and will continue to be aocunste, nzmp|ete, and current. Contractor understands, agrees and acknowledges that the City shall adjust the amount ofthe compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due N inoccuraVo, incump|ete, or nnn' 17 current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1 ) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant tothe provisions hereof. 29. COUNTERPARTS, ELECTRONIC SIGNATURES: This Agreement may baexecuted inthree ormore counterparts, each ofwhich shall constitute an ohgina|, but all of which, when token togcgher, shall constitute one and the same agreement. This Agreement may be executed in counhaqzarts, each of which oheU be an original on against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall he entitled to sign and transmit an electronic signature onthis Agreement (whether byfacsimile, PDForother email <mnsmiosiun), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties onoriginal signed Agreement upon request. 30. ENTIRE AGREEMENT: This instrument and its exhibits constitute the sole and only agreement of the par -ties relating to the subject matter hereof and oomac\|y set forth the rights, duties, and obligations of each Vothe other anofits date. Any prior agreements, promises, negotiations, orrepresentations not expressly set forth inthis Agreement are ofnoforce oreffect. 18 |NWITNESS WHEREOF, the parties hereto have caused this instrument tobuexecuted hytheir respective officials thereunto duly authorized, this the day and year above written, A||EST: Print Name: /< Ile � "Contractor" A�51 By: f � Print Name: 'r^~ Tble: Title: (Corporate Seal) (Authorized Corporate Officer) CITY OF Mk\M|' a municipal ATTEST: corporation "/ [oddB. Hanno4I�4�[2ei'< Arthur� APPROVED 8STOLEGAL FORM AND CORRECTNESS: / ��m vm/��azCity Attorney 19 APPROVED AGTOINSURANCE REQUIREMENTS: � Ann -Marie Sharpe Risk Management Director CORPORATE RESOLUTION (This Resolution needs hoauthorize the signatory tosign) WHEREAS,/���`�^�^�>r�� /^'��/�/ 7�' ,' ' ~"" �^' 7 'r�..a desires to enter into an agreement with the City of Miami for the purpose of performing the services d*noihod in the contract \owhich this resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter inaccordance with the bylaws o[the corporation, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that this corporation is authorized to enter into the Agreement with the City. and the President and the Secretary are hnnahy authorized and directed to execute the Agreement in the name of this Corporation and to execute any other document and perform any acts in connection therewith as may *nrequired |oaccomplish its purpose. |NWITNESS WHEREOF, this =2/day of / .2020. � (State) Corporation By: (Sign) � Print Name: /�.'L 1/ Title CC--) Print Name:: ^ ' Ile e 20 EXHIBIT A RFP 985381 Page 31 of 32 EXHIBIT B Page 32 of 32 6/17/24, 3:58 PM CRA-R-24-0013 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMM... Miami FL OMNI CRA Resolution CRA-R-24-0013 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, AUTHORIZING THE ACCESSING OF THE CITY OF MIAMI ("CITY") CONTRACT NO. RFP 985381 (28) ("CONTRACT") FOR THE PROVISION OF SECURITY GUARD SERVICES, FOR THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("OMNI CRA"), PURSUANT TO SECTION 18-111 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, WITH KENT SECURITY SERVICES, INC., ("KENT SECURITY"), A FLORIDA PROFIT CORPORATION, WHICH WAS COMPETITIVELY SOLICITED FOR A TERM OF FIVE (5) YEARS FROM OCTOBER 14, 2020, TO OCTOBER 13, 2025, WITH THE OPTION TO RENEW FOR ONE (1) ADDITIONAL THREE (3) YEAR PERIOD, EXTENDING THE AGREEMENT TO OCTOBER 13, 2028, ON AN AS - NEEDED CONTRACTUAL BASIS, SUBJECT TO ANY EXTENSIONS AND/OR REPLACEMENT CONTRACTS BY THE CITY, ALLOCATING FUNDS FROM ACCOUNT NO. 10040.920501.534000.0000.00000, TITLED "OTHER CONTRACTUAL SERVICES"; SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL, AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE THE SUPPLEMENTAL AGREEMENT, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, FOR SAID PURPOSE, FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ALL OTHER DOCUMENTS, INCLUDING ANY AMENDMENTS, RENEWALS, AND EXTENSIONS, SUBJECT TO ALLOCATIONS, APPROPRIATIONS AND BUDGETARY APPROVAL HAVING BEEN PREVIOUSLY MADE, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, ("CITY CODE"), INCLUDING, THE CITY OF MIAMI'S PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, AND IN COMPLIANCE WITH APPLICABLE REGULATIONS, AS MAY BE NECESSARY FOR SAID PURPOSE. Information Department: Category: Attachments ents IFS OMNI Community Redevelopment Agency Contract Agenda Summary and Legislation 15522 Backup • Sponsors: dyfl....,egiisDa iion WHEREAS, the Omni Redevelopment District Community Redevelopment Agency (Omni CRA") is in need of Security Services on an as -needed basis; and WHEREAS, the City's Procurement Department ("Procurement") issued Request for Proposals ("RFP") No. 985381(28) for Security Guard Services Citywide under full and open competition to obtain proposals from experienced and qualified firms for the provision of said services; and WHEREAS, the City of Miami entered into a Professional Services Agreement ("PSA") with Kent Security Services Inc. for the provision of security guard services; and https://miamifl. igm2.com/Citizens/Detail_LegiFile.aspx?I D=15522&highlightTerms=Kent&Print=Yes 1/2 6/17/24, 3:58 PM CRA-R-24-0013 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMM... WHEREAS, pursuant to Section 18-111 of the Code of the City of Miami, Florida, as amended ("City Code"), the Chief Procurement Officer has also determined that the awarded contract between Kent and City of Miami, was entered into pursuant to a competitive process in compliance with the City's laws, policies, and procedures; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORI DA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The accessing of the City Contract No. 985381(28) for the provision of Security Guard Services for the Omni Redevelopment District Community Redevelopment Agency, pursuant to Section 18-111 of the City Code with Kent Security Services, Inc., which was competitively solicited for a term of five (5) years with the option to renew for one (1) additional three (3) year period, extending the total possible term to October 13, 2028, on an as -needed contractual basis is hereby authorized. Section 3. Funding shall be allocated from Account Code 10040.920501.534000.0000.00000, titled "Other Contractual Services", on an as -needed contractual basis, subject to the availability of funds and budgetary approval at the time of need. Section 4. The Executive Director is authorized to negotiate and execute the supplemental agreement in a form acceptable to the General Counsel. Section 5. The Executive Director is further authorized to negotiate and execute all other documents, including any amendments, renewals, and extensions, subject to allocations, appropriations, and budgetary approval having been previously made, and in compliance with applicable provisions pursuant to Chapter 18 of the City Code, including the City's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in the City Code, in a form acceptable to the General Counsel, and in compliance with applicable regulations, as may be necessary for said purpose. Meeting Section 6. This Resolution shall become effective immediately upon its adoption and signature. li sto ry Feb 8, 2 24 9:'A OMNI Community Redevelopment Regular Meeting Agency II' 111iESlUI111.."111 ADOPTED [UNANIMOUS] MOVER: Christine King, Board Member, District Five SEC :"111°j1d11111D11PEE1111Rt.,: Manolo Reyes, Board Member, District Four AYES!!! Damian Pardo, Miguel Angel Gabela, Manolo Reyes, Christine King A111.: SI11 1111y""III" Joe Carollo Powered by Granicus https://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=15522&highlightTerms=Kent&Print=Yes 2/2 EXHIBIT C ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity/Individual: Name: Signature: Office Address: Title: Email Address: Main Phone Number: EXHIBIT I) INSURANCE REQUIREMENTS -SECURITY GUARD SERVICES OMNI CRA I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured OMNI CRA listed as additional insured Primary Insurance Clause Endorsement Contractual Liability for false arrest, detention, and imprisonment (CG 2274 10/01) II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured OMNI CRA listed as additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation IV. Employer's Liability A. Limits of Liability $500,000 for bodily injury caused by an accident, each accident $500,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit V. Umbrella Liability A. Limits of Liability Each Occurrence $1,000,000 Aggregate $1,000,000 City of Miami & OMNI CRA listed as an additional insured. Excess Follow Form over all applicable liability policies herein contained VI. Errors & Omissions/Professional Liability A. Limits of Liability Each Claim $1,000,000 Aggregate $1,000,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. POLICY FRONT PAGE Insured's Name: Kent Security Services, Inc. Policy#: BMGG100035 Policy Dates: From: 11/12/2023 To: 11/12/2024 Surplus Lines Agent's Name: Brownyard MacLean Security Insurance Services LLC Surplus Lines Agent's Physical Address: 3707 West Maple Road, Suite 213 Bloomfield Hills, MI 48301 Surplus Lines Agent's License#: W429636 Producing Agent's Name: Maureen Tortorici Producing Agent's Physical Address: 113 Shipyard Drive Hilton Head, SC 29928 THIS INSURANCE IS ISSUED PURSUANT TO THE FLORIDA SURPLUS LINES LAW. PERSONS INSURED BY SURPLUS LINES CARRIERS DO NOT HAVE THE PROTECTION OF THE FLORIDA INSURANCE GUARANTY ACT TO THE EXTENT OF ANY RIGHT OF RECOVERY FOR THE OBLIGATION OF AN INSOLVENT UNLICENSED INSURER. SURPLUS LINES INSURERS' POLICY RATES AND FORMS ARE NOT APPROVED BY ANY FLORIDA REGULATORY AGENCY. Policy Premium: $116,173.00 Policy Fee: $100.00 Inspection Fee: $ 0.00 Service Fee: $ 69.76 Tax: $ 5.743.89 EMPASurcharge: $ Surplus Lines Agent's Countersignature: ❑ THIS POLICY CONTAINS A SEPARATE DEDUCTIBLE FOR HURRICANE OR WIND LOSSES, WHICH MAY RESULT IN HIGH OUT-OF-POCKET EXPENSES TO YOU. ❑ THIS POLICY CONTAINS A CO -PAY PROVISION THAT MAY RESULT IN HIGH OUT-OF-POCKET EXPENSES TO YOU. Rev. OS.14.2019 I Florida Surplus Lines Service Office ill MARKE L Evanston Insurance Company 10275 West Higgins Road, Suite 750 Rosemont, IL 60018 INSURANCE POLICY A STOCK COMPANY Coverage afforded by this policy is provided by the Company (Insurer) and named in the Declarations. In Witness Whereof, the company (insurer) has caused this policy to be executed and attested and countersigned by a duly authorized representative of the company (insurer) identified in the Declarations. Secretary President MJIL 1000 08 10 Page 1 of 1 ill MARKEL How to report a new claim: ➢ Email: ➢ FAX: ➢ *Phone: ➢ Mail: HOW TO REPORT A CLAIM newclaims@markel.com (855) 662-7535 (855) 6MARKEL (800) 362-7535 (800) 3MARKEL P.O. Box 2009, Glen Allen, VA 23058-2009 Please complete the appropriate ACORD form in detail and include the name and phone number of the contact person at the location of the reported incident. If possible, please attach a copy of the facility incident report. When reporting an auto claim, please identify the unit # on the schedule along with the VIN#. If the loss/claim involves a building or damage to property, please provide the physical address of the property. *Please refer to your specific policy language for new claim reporting requirements. Some policies require you to report all claims in writing only. How to send Supplemental Information / Questions on an existing claim: ➢ Email: ➢ FAX: ➢ Phone: ➢ Mail: markelclaims@markel.com (855) 662-7535 (855) 6MARKEL (800) 362-7535 (800) 3MARKEL P.O. Box 2009, Glen Allen, VA 23058-2009 If you have questions about a claim, please call 1-800-362-7535. Inquiries may also be faxed to 1-855-662-7535. MPIL 1041 02 20 Page 1 of 1 EVANSTON INSURANCE COMPANY U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully. The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of "national emergency'. OFAC has identified and listed numerous: • Foreign agents; • Front organizations; • Terrorists; • Terrorist organizations; and • Narcotics traffickers; as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States Treasurys web site — https://www.treasury.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. M PI L 1083 04 15 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 1 with its permission. POLICY NUMBER:BMGG100035 IL09851220 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE SCHEDULE - PART I Terrorism Premium (Certified Acts) $1,150.00 This premium is the total Certified Acts premium attributable to the following Coverage Part(s), Coverage Form(s) and/or Policy(ies): Commercial General Liability Coverage Form Additional information, if any, concerning the terrorism premium: SCHEDULE - PART II Federal share of terrorism losses 80 % (Refer to Paragraph B. in this endorsement.) Information required to complete this Schedule, if not shown above, will be shown in the Declarations. IL 09 85 12 20 © Insurance Services Office, Inc., 2020 Page 1 of 2 A. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act. The portion of your premium attributable to such coverage is shown in the Schedule of this endorsement or in the policy Declarations. B. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals a percentage (as shown in Part II of the Schedule of this endorsement or in the policy Declarations) of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. C. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. Page 2 of 2 © Insurance Services Office, Inc., 2020 IL 09 85 12 20 ill MARKEL® SLA# Evanston Insurance Company COMMERCIAL GENERAL LIABILITY POLICY DECLARATIONS POLICY NUMBER: BMGG100035 RENEWAL OF NUMBER: NEW Named Insured And Mailing Address (No., Street, Town or City, County, State, Zip Code) Kent Security Services, Inc. 14600 Biscayne Blvd. North Miami Beach, FL 33181 Policy Period: From 11/12/2023 To 11/12/2024 , at 12:01 A.M. Standard Time at your mailing address shown above IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. Limits Of Insurance General Aggregate Limit (Other Than Products -Completed Operations) Products -Completed Operations Aggregate Limit Personal And Advertising Injury Limit Each Occurrence Limit Damage To Premises Rented To You Limit Medical Expense Limit $ 5,000,000 $ 5,000,000 $ 1,000,000 $ 1,000,000 $ 100,000 Any One Premises $ 5,000 Any One Person Retroactive Date (CG 00 02 Only) N/A In New York This Insurance does not apply to "bodily injury", "property damage" or "personal the Retroactive Date, if any, shown below. Retroactive Date: NONE and advertising injury" which occurs before (Enter Date Or "None" If No Retroactive Date applies) Business Description And Location Of Premises Form Of Business: ❑ Individual ❑ Partnership Business Description: GENERAL LIABILITY— GUARD Location Of All Premises You Own, Rent Or Occupy: 1 14600 Biscayne Blvd., North Miami Beach, FL 33181 /1 Corporation ❑ Other: Producer Number, Name And Mailing Address 216421 Brownyard MacLean Security Insurance Services, LLC 3707 West Maple Road I Suite 213 Bloomfield Hills, MI 48301 MDGL 1500 03 14 Includes copyrighted material of Insurance Services Office, Inc., with its Page 1 of 2 permission. Classifications And Premium Rate Advance Premium Prod/Comp Prod/Comp Classification Code No. Premium Basis Prem/ Ops Ops Prem/ Ops Ops Security & Patrol Agencies 98751 S INCLUDED INCLUDED INCLUDED INCLUDED Fees and Tax : Broker Fee $100.00 Surplus Lines Tax $5,743.89 Service Fee $69.76 Total Fees and Tax : $5,913.65 SURPLUS LINES INSURERS' POLICY RATES AND FORMS ARE NOT APPROVED BY ANY FLORIDA REGULATORY AGENCY. This insurance is issued pursuant to the Florida Surplus Lines law. Persons insured by surplus lines carriers do not have the protection of the Florida Insurance Guaranty Act to the extent of any right of recovery for the obligation of an insolvent unlicensed insurer. Total Advance Premium: $ 116,173.00 Forms And Endorsements Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: SEE ATTACHED FORM SCHEDULE These Declarations, together with the Common Policy Conditions, Coverage Form(s) and any endorsements, complete the above numbered policy. Countersigned: 12/07/2023 By: DATE AUTHORIZED REPRESENTATIVE MDGL 1500 03 14 Includes copyrighted material of Insurance Services Office, Inc., with its Page 1 of 2 permission. �11 MARKFI INTERLINE POLICY NUMBER: BMGG100035 EVANSTON INSURANCE COMPANY FORMS SCHEDULE FORM NUMBER FORM NAME FL SL 05/19 Florida - Policy Front Page MJIL 1000 08/10 Jacket (EIC) MPIL 1041 02/20 Claim Notification MPIL 1083 04/15 U.S. Treasury Department's Office Of Foreign Assets Control ("OFAC") Advisory Notice IL 09 85 12/20 Disclosure Pursuant To Terrorism Risk Insurance Act MDGL 1500 03/14 Commercial General Liability Policy Declarations MDIL 1001 08/11 Forms Schedule CG 00 01 04/13 Commercial General Liability Coverage Form CG 04 35 12/07 Employee Benefits Liability Coverage MGL 1242 03/14 Commercial General Liability Plus Enhancement MEGL 2278 09/21 Miscellaneous Errors And Omissions MEGL 1844 04/18 Lost Key Liability Coverage Extension MEGL 2276 09/21 Limited Coverage - Theft Or Embezzlement Of Other's Property CG 20 01 04/13 Primary And Noncontributory - Other Insurance Condition MEGL 0048 06/18 Policy Deductible Endorsement CG 20 10_B 04 13 04/13 Al - Owners, Lessees Or Contractors - Scheduled Person Or Organization CG 20 35 04/13 Al - Grantor Of Licenses - Automatic Status When Required By Licensor CG 20 37_B 04 13 04/13 Al - Owners, Lessees or Contractors - Completed Operations MEGL 2282 10/21 Automatic Additional Insureds CG 21 09 06/15 Exclusion - Unmanned Aircraft CG 21 47 12/07 Employment -Related Practices Exclusion CG 21 49 09/99 Total Pollution Exclusion Endorsement CG 21 67 12/04 Fungi Or Bacteria Exclusion CG 21 70 01/15 Cap On Losses From Certified Acts Of Terrorism IL 00 17 11/98 Common Policy Conditions IL 00 21 09/08 Nuclear Energy Liability Exclusion Endorsement (Broad Form) MEGL 0008 04/20 Exclusion - Continuous Or Progressive Injury Or Damage MEGL 0277 05/16 Exclusion - Electromagnetic Fields MEGL 1623 08/17 Exclusion - Named Insured Versus Named Insured MEGL 2322 05/21 Exclusion - Communicable Disease MEGL 2379 09/21 Exclusion - Hazardous Materials MEGL 2382 09/21 Exclusion - Violation Of Business Competition Laws MGL 1356 10/20 Excl-Cyber Incident, Data Compromise, And Violation Of Statutes Related To Personal Data MIL 1214 09/17 Trade Or Economic Sanctions MEIL 1225 10/11 Changes - Civil Union MEIL 1200 02/20 Service of Suit MEIL 1231 10/13 Premium Computation And Minimum Premium Endorsement MDIL 1001 08 11 Page 1 of 2 �11 MARKFI FORM NUMBER MEGL 2279 09/21 IL 12 01 11/85 IL 12 01 11/85 INTERLINE POLICY NUMBER: BMGG100035 EVANSTON INSURANCE COMPANY FORMS SCHEDULE FORM NAME Amended Condition - Premium Audit Policy Changes - Deductible Endorsement Changes - Amended Exclusions MDIL 1001 08 11 Page of 20 COMMERCIAL GENERAL LIABILITY CG00010413 COMMERCIAL GENERAL 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, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I — COVERAGES COVERAGE A— BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory; (2) The "bodily injury" or "property damage" occurs during the policy period; and Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury or "property damage" occurred, then any continuation, change or resumption of such "bodily injury or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (3) (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. e. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury. (3) CG00010413 © Insurance Services Office, Inc., 2012 Page 1 of 16 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (1), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' com pensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". Page 2 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire". (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". CG00010413 © Insurance Services Office, Inc., 2012 Page 3 of 16 g• (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". 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" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 26 feet long; and (b) Not being used to carry persons or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; or (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment". h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; Property loaned to you; (3) Page 4 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you 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 Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products - completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. 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. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. However, this exclusion does not apply to liability for damages because of "bodily injury. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA); or P. q• (3) CG00010413 © Insurance Services Office, Inc., 2012 Page 5 of 16 (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Exclusions c. through n. do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits Of Insurance. COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral or written publication, in any manner, of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's advertising idea in your "advertisement". Quality Or Performance Of Goods — Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". g• Page 6 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 i. Infringement Of Copyright, Patent, Trademark Or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your "advertisement". However, this exclusion does not apply to infringement, in your "advertisement", of copyright, trade dress or slogan. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. J• n. Pollution -related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury', however caused, arising, directly or indirectly, out of: p• (1) (2) (3) War, including undeclared or civil war; Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. (3) CG00010413 © Insurance Services Office, Inc., 2012 Page 7 of 16 COVERAGE C — MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g• Page 8 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when we have used up the applicable limit of insurance in the payment of judgments or settlements or the conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II — WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. CG00010413 © Insurance Services Office, Inc., 2012 Page 9 of 16 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury': (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (2) "Property damage" to property: (a) Owned, occupied or used by; (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; and c. Damages under Coverage B. Page 10 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard". 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 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. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. (3) CG00010413 © Insurance Services Office, Inc., 2012 Page 11 of 16 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability. (b) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured. (2) 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. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self - insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; Page 12 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. 4. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication; provided the insured's responsibility to pay damages is determined in a "suit" on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 6. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. 7. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 8. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. CG00010413 © Insurance Services Office, Inc., 2012 Page 13 of 16 9. "Insured contract" means: a. 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 to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (3) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. (a) 10. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 11."Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 12."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. Page 14 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 13."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 14."Personal and advertising injury" means injury, including consequential "bodily injury', arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your "advertisement"; or Infringing upon another's copyright, trade dress or slogan in your "advertisement". 15. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. g• 16. "Products -completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products - completed operations are subject to the General Aggregate Limit. 17."Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, electronic data is not tangible property. (3) CG00010413 © Insurance Services Office, Inc., 2012 Page 15 of 16 As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 18."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 19. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 20. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 21. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment 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 (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 22. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Page 16 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 POLICY NUMBER: BMGG100035 COMMERCIAL GENERAL LIABILITY CG 04 3512 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMPLOYEE BENEFITS LIABILITY COVERAGE THIS ENDORSEMENT PROVIDES CLAIMS -MADE COVERAGE. PLEASE READ THE ENTIRE ENDORSEMENT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Coverage Limit Of Insurance Each Employee Deductible Premium Employee Benefits Programs $ 1,000,000 each employee $ 5,000 $ 750.00 $ 1,000,000 aggregate Retroactive Date: 11/12/2018 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. The following is added to Section I - Coverages: COVERAGE - EMPLOYEE BENEFITS LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as dam- ages because of any act, error or omission, of the insured, or of any other person for whose acts the insured is legally liable, to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking dam- ages to which this insurance does not ap- ply. We may, at our discretion, investigate any report of an act, error or omission and settle any "claim" or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Paragraph D. (Section III - Limits Of Insurance); and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements. No other obligation or liability to pay sums or perform acts or services is covered un- less explicitly provided for under Supple- mentary Payments. b. This insurance applies to damages only if: (1) The act, error or omission, is negligently committed in the "administration" of your "employee benefit program"; (2) The act, error or omission, did not take place before the Retroactive Date, if any, shown in the Schedule nor after the end of the policy period; and (3) A "claim" for damages, because of an act, error or omission, is first made against any insured, in accordance with Paragraph c. below, during the policy period or an Extended Reporting Period we provide under Paragraph F. of this endorsement. c. A "claim" seeking damages will be deemed to have been made at the earlier of the fol- lowing times: (1) When notice of such "claim" is received and recorded by any insured or by us, whichever comes first; or CG 04 35 12 07 © ISO Properties, Inc., 2006 Page 1 of 6 (2) When we make settlement in accord- ance with Paragraph a. above. A "claim" received and recorded by the in- sured within 60 days after the end of the policy period will be considered to have been received within the policy period, if no subsequent policy is available to cover the claim. d. All "claims" for damages made by an "em- ployee" because of any act, error or omis- sion, or a series of related acts, errors or omissions, including damages claimed by such "employee's" dependents and benefi- ciaries, will be deemed to have been made at the time the first of those "claims" is made against any insured. 2. Exclusions This insurance does not apply to: a. Dishonest, Fraudulent, Criminal Or Malicious Act Damages arising out of any intentional, dis- honest, fraudulent, criminal or malicious act, error or omission, committed by any in- sured, including the willful or reckless viola- tion of any statute. b. Bodily Injury, Property Damage, Or Personal And Advertising Injury "Bodily injury", "property damage" or "per- sonal and advertising injury". c. Failure To Perform A Contract Damages arising out of failure of perfor- mance of contract by any insurer. d. Insufficiency Of Funds Damages arising out of an insufficiency of funds to meet any obligations under any plan included in the "employee benefit pro- gram". e. Inadequacy Of Performance Of Investment/Advice Given With Respect To Participation Any "claim" based upon: (1) Failure of any investment to perform; (2) Errors in providing information on past performance of investment vehicles; or (3) Advice given to any person with respect to that person's decision to participate or not to participate in any plan included in the "employee benefit program". f. Workers' Compensation And Similar Laws Any "claim" arising out of your failure to comply with the mandatory provisions of any workers' compensation, unemployment compensation insurance, social security or disability benefits law or any similar law. ERISA Damages for which any insured is liable because of liability imposed on a fiduciary by the Employee Retirement Income Secu- rity Act of 1974, as now or hereafter amended, or by any similar federal, state or local laws. h. Available Benefits Any "claim" for benefits to the extent that such benefits are available, with reasonable effort and cooperation of the insured, from the applicable funds accrued or other col- lectible insurance. i. Taxes, Fines Or Penalties Taxes, fines or penalties, including those imposed under the Internal Revenue Code or any similar state or local law. Employment -Related Practices Damages arising out of wrongful termina- tion of employment, discrimination, or other employment -related practices. B. For the purposes of the coverage provided by this endorsement: 1. All references to Supplementary Payments - Coverages A and B are replaced by Supple- mentary Payments - Coverages A, B and Em- ployee Benefits Liability. 2. Paragraphs 1.b. and 2. of the Supplementary Payments provision do not apply. C. For the purposes of the coverage provided by this endorsement, Paragraphs 2. and 3. of Section II - Who Is An Insured are replaced by the following: 2. Each of the following is also an insured: a. Each of your "employees" who is or was authorized to administer your "employee benefit program". b. Any persons, organizations or "employees" having proper temporary authorization to administer your "employee benefit program" if you die, but only until your legal repre- sentative is appointed. g• Page 2 of 6 © ISO Properties, Inc., 2006 CG 04 35 12 07 c. Your legal representative if you die, but only with respect to duties as such. That repre- sentative will have all your rights and duties under this Endorsement. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if no other similar insurance applies to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the poli- cy period, whichever is earlier. b. Coverage under this provision does not apply to any act, error or omission that was committed before you acquired or formed the organization. D. For the purposes of the coverage provided by this endorsement, Section III - Limits Of Insurance is replaced by the following: 1. Limits Of Insurance a. The Limits of Insurance shown in the Schedule and the rules below fix the most we will pay regardless of the number of: (1) Insureds; (2) "Claims" made or "suits" brought; (3) Persons or organizations making "claims" or bringing "suits"; (4) Acts, errors or omissions; or (5) Benefits included in your "employee benefit program". b. The Aggregate Limit is the most we will pay for all damages because of acts, errors or omissions negligently committed in the "administration" of your "employee benefit program". c. Subject to the Aggregate Limit, the Each Employee Limit is the most we will pay for all damages sustained by any one "em- ployee", including damages sustained by such "employee's" dependents and benefi- ciaries, as a result of: (1) An act, error or omission; or (2) A series of related acts, errors or omis- sions negligently committed in the "administra- tion" of your "employee benefit program". However, the amount paid under this en- dorsement shall not exceed, and will be subject to, the limits and restrictions that apply to the payment of benefits in any plan included in the "employee benefit program". The Limits of Insurance of this endorsement apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations of the policy to which this endorsement is attached, unless the policy period is extended after issu- ance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits Of Insur- ance. 2. Deductible a. Our obligation to pay damages on behalf of the insured applies only to the amount of damages in excess of the deductible amount stated in the Schedule as applica- ble to Each Employee. The limits of insur- ance shall not be reduced by the amount of this deductible. b. The deductible amount stated in the Schedule applies to all damages sustained by any one "employee", including such "employee's" dependents and beneficiaries, because of all acts, errors or omissions to which this insurance applies. c. The terms of this insurance, including those with respect to: (1) Our right and duty to defend any "suits" seeking those damages; and (2) Your duties, and the duties of any other involved insured, in the event of an act, error or omission, or "claim" apply irrespective of the application of the deductible amount. d. We may pay any part or all of the deducti- ble amount to effect settlement of any "claim" or "suit" and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as we have paid. E. For the purposes of the coverage provided by this endorsement, Conditions 2. and 4. of Section IV - Commercial General Liability Conditions are replaced by the following: 2. Duties In The Event Of An Act, Error Or Omission, Or "Claim" Or "Suit" a. You must see to it that we are notified as soon as practicable of an act, error or omis- sion which may result in a "claim". To the extent possible, notice should include: (1) What the act, error or omission was and when it occurred; and CG 04 35 12 07 © ISO Properties, Inc., 2006 Page 3 of 6 (2) The names and addresses of anyone who may suffer damages as a result of the act, error or omission. b. If a "claim" is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the "claim" or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the "claim" or "suit" as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "claim" or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the "claim" or defense against the "suit"; and (4) Assist us, upon our request, in the en- forcement of any right against any per- son or organization which may be liable to the insured because of an act, error or omission to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation or incur any expense without our consent. 4. Other Insurance If other valid and collectible insurance is avail- able to the insured for a loss we cover under this endorsement, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Par- agraph b. below applies. If this insurance is primary, our obligations are not affected un- less any of the other insurance is also pri- mary. Then, we will share with all that other insurance by the method described in Par- agraph c. below. b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, ex- cess, contingent or on any other basis that is effective prior to the beginning of the policy period shown in the Schedule of this insurance and that applies to an act, error or omission on other than a claims -made basis, if: (a) No Retroactive Date is shown in the Schedule of this insurance; or (b) The other insurance has a policy period which continues after the Ret- roactive Date shown in the Schedule of this insurance. (2) When this insurance is excess, we will have no duty 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. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of the total amount that all such other insurance would pay for the loss in absence of this insurance; and the total of all deductible and self -insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not de- scribed in this Excess Insurance provi- sion and was not bought specifically to apply in excess of the Limits of Insur- ance shown in the Schedule of this en- dorsement. (3) c. Method Of Sharing If all of the other insurance permits contri- bution by equal shares, we will follow this method also. Under this approach each in- surer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not per- mit contribution by equal shares, we will contribute by limits. Under this method, each insurers share is based on the ratio of its applicable limits of insurance to the total applicable limits of insurance of all insurers. Page 4 of 6 © ISO Properties, Inc., 2006 CG 04 35 12 07 F. For the purposes of the coverage provided by this endorsement, the following Extended Reporting Period provisions are added, or, if this endorse- ment is attached to a claims -made Coverage Part, replaces any similar Section in that Coverage Part: EXTENDED REPORTING PERIOD 1. You will have the right to purchase an Extend- ed Reporting Period, as described below, if: a. This endorsement is canceled or not re- newed; or b. We renew or replace this endorsement with insurance that: (1) Has a Retroactive Date later than the date shown in the Schedule of this en- dorsement; or (2) Does not apply to an act, error or omis- sion on a claims -made basis. 2. The Extended Reporting Period does not ex- tend the policy period or change the scope of coverage provided. It applies only to "claims" for acts, errors or omissions that were first committed before the end of the policy period but not before the Retroactive Date, if any, shown in the Schedule. Once in effect, the Ex- tended Reporting Period may not be canceled. 3. An Extended Reporting Period of five years is available, but only by an endorsement and for an extra charge. You must give us a written request for the en- dorsement within 60 days after the end of the policy period. The Extended Reporting Period will not go into effect unless you pay the addi- tional premium promptly when due. We will determine the additional premium in accordance with our rules and rates. In doing so, we may take into account the following: a. The "employee benefit programs" insured; b. Previous types and amounts of insurance; c. Limits of insurance available under this endorsement for future payment of damag- es; and d. Other related factors. The additional premium will not exceed 100% of the annual premium for this endorsement. The Extended Reporting Period endorsement applicable to this coverage shall set forth the terms, not inconsistent with this Section, appli- cable to the Extended Reporting Period, includ- ing a provision to the effect that the insurance afforded for "claims" first received during such period is excess over any other valid and col- lectible insurance available under policies in force after the Extended Reporting Period starts. 4. If the Extended Reporting Period is in effect, we will provide an extended reporting period aggregate limit of insurance described below, but only for claims first received and recorded during the Extended Reporting Period. The extended reporting period aggregate limit of insurance will be equal to the dollar amount shown in the Schedule of this endorsement under Limits of Insurance. Paragraph D.1.b. of this endorsement will be amended accordingly. The Each Employee Limit shown in the Schedule will then continue to apply as set forth in Paragraph D.1.c. G. For the purposes of the coverage provided by this endorsement, the following definitions are added to the Definitions Section: 1. "Administration" means: a. Providing information to "employees", in- cluding their dependents and beneficiaries, with respect to eligibility for or scope of "employee benefit programs"; b. Handling records in connection with the "employee benefit program"; or c. Effecting, continuing or terminating any "employee's" participation in any benefit in- cluded in the "employee benefit program". However, "administration" does not include handling payroll deductions. 2. "Cafeteria plans" means plans authorized by applicable law to allow employees to elect to pay for certain benefits with pre-tax dollars. 3. "Claim" means any demand, or "suit", made by an "employee" or an "employee's" dependents and beneficiaries, for damages as the result of an act, error or omission. CG 04 35 12 07 © ISO Properties, Inc., 2006 Page 5 of 6 4. "Employee benefit program" means a program providing some or all of the following benefits to "employees", whether provided through a "cafeteria plan" or otherwise: a. Group life insurance, group accident or health insurance, dental, vision and hearing plans, and flexible spending accounts, pro- vided that no one other than an "employee" may subscribe to such benefits and such benefits are made generally available to those "employees" who satisfy the plan's el- igibility requirements; b. Profit sharing plans, employee savings plans, employee stock ownership plans, pension plans and stock subscription plans, provided that no one other than an "em- ployee" may subscribe to such benefits and such benefits are made generally available to all "employees" who are eligible under the plan for such benefits; c. Unemployment insurance, social security benefits, workers' compensation and disa- bility benefits; d. Vacation plans, including buy and sell pro- grams; leave of absence programs, includ- ing military, maternity, family, and civil leave; tuition assistance plans; transporta- tion and health club subsidies; and e. Any other similar benefits designated in the Schedule or added thereto by endorse- ment. H. For the purposes of the coverage provided by this endorsement, Definitions 5. and 18. in the Defini- tions Section are replaced by the following: 5. "Employee" means a person actively em- ployed, formerly employed, on leave of ab- sence or disabled, or retired. "Employee" in- cludes a "leased worker". "Employee" does not include a "temporary worker". 18. "Suit" means a civil proceeding in which dam- ages because of an act, error or omission to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the in- sured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. Page 6 of 6 © ISO Properties, Inc., 2006 CG 04 35 12 07 11� MARKEL COMMERCIAL GENERAL LIABILITY Evanston Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY PLUS ENHANCEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following coverages and extensions are added to this policy as detailed below. As respects any coverage provided by this endorsement, if higher limits are provided on any other schedule, declarations or endorsement attached to this policy, then the limits and coverage provided by this endorsement would not apply for that coverage. SCHEDULE Limited Product Withdrawal Expense Extended Property Damage - Expected Or Intended Injury Non -Owned Watercraft Non -Owned Aircraft Property Damage To Borrowed Equipment Property Damage To Customers' Goods Damage To Premises Rented To You Property Damage From Elevator Use Personal And Advertising Injury From Televised Or Videotaped Material Supplementary Payments Bail Bonds Loss Of Earnings Medical Personnel Broadened Definition Of Insured Automatic Additional Insureds When Required By Contract Or Agreement Managers Or Lessors Of Premises Mortgagees, Assignees Or Receivers Vendors Medical Payments Each Location And Each Project Aggregates Duties In The Event Of Occurrence, Offense, Claim Or Suit Unintentional Failure To Disclose All Hazards Waiver Of Transfer Of Rights Of Recovery Against Others To Us Liberalization Mental Anguish Resulting From Bodily Injury Broadened Definition Of Mobile Equipment MGL 1242 03 14 $10,000 All Product Withdrawal Expenses Included Increased To 51 Feet Long If Rented Or Loaned With A Paid Crew $10,000 Each Occurrence $10,000 Each Occurrence Equal To The General Liability Each Occurrence Limit Included Included Up To $5,000 Up To $500 A Day $100,000 Any One Person Included Included Included Included Included $10,000 Any One Person (Unless Excluded) Equal To The General Aggregate Limit Included Included Included Included Included Included Includes copyrighted material of Insurance Services Office, Inc., with its Page 1 of 13 permission. A. LIMITED PRODUCT WITHDRAWAL EXPENSE THIS COVERAGE ONLY PROVIDES REIMBURSEMENT TO YOU FOR EXPENSES INCURRED BECAUSE OF A COVERED "PRODUCT WITHDRAWAL". THIS COVERAGE DOES NOT PROVIDE ANY LIABILITY COVERAGE OR COVERAGE FOR THE COST OR EXPENSE OF DEFENDING ANY CLAIM OR "SUIT". 1. The following is added to Section I - Coverages: LIMITED PRODUCT WITHDRAWAL EXPENSE COVERAGE Insuring Agreement a. We will reimburse you for "product withdrawal expenses" incurred by you because of a "product withdrawal" to which this insurance applies. The amount of such reimbursement is limited as described in Section III - Limits Of Insurance, as amended by this endorsement. No other obligation or liability to pay sums or perform acts or services is covered. b. This insurance applies to a "product withdrawal" only if the "product withdrawal" is initiated in the "coverage territory" during the policy period because: (1) You determine that the "product withdrawal" is necessary; or (2) An authorized government entity has ordered you to conduct a "product withdrawal". c. We will reimburse "product withdrawal expenses" only if: (1) The expenses are incurred within one year of the date the "product withdrawal" was initiated; (2) The expenses are reported to us within one year of the date the expenses were incurred; and (3) The product that is the subject of the "product withdrawal" was produced during the policy period. d. The initiation of a "product withdrawal" will be deemed to have been made only at the earliest of the following times: (1) When you first announced, in any manner, to the general public, your vendors or to your "employees" (other than those "employees" directly involved in making the determination) your decision to conduct or participate in a "product withdrawal". This applies regardless of whether the determination to conduct a "product withdrawal" is made by you or is requested by a third party; or (2) When you first received, either orally or in writing, notification of an order from an authorized government entity to conduct a "product withdrawal". e. "Product withdrawal expenses" incurred to withdraw "your products" which contain the same or substantially similar "defects" will be deemed to have arisen out of the same "product withdrawal". Exclusions This insurance does not apply to "product withdrawal expenses" arising out of: a. Breach Of Warranty And Failure To Conform To Intended Purpose Any "product withdrawal" initiated due to the failure of "your product" to accomplish its intended purpose, including any breach of warranty of fitness, whether written or implied. This exclusion does not apply if such failure has caused or is reasonably expected to cause "bodily injury" or physical damage to tangible property other than "your product". b. Infringement Of Copyright, Patent, Trade Secret, Trade Dress Or Trademark Any "product withdrawal" initiated due to copyright, patent, trade secret, trade dress or trademark infringements. c. Chemical Transformation, Deterioration Or Decomposition Any "product withdrawal" initiated due to transformation of a chemical nature, deterioration or decomposition of "your product". This exclusion does not apply if transformation of a chemical nature, deterioration or decomposition is caused by: MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., with its Page 2 of 13 permission. (1) An error in manufacturing, design or processing; (2) Transportation of "your product"; or (3) "Product tampering". d. Goodwill, Market Share, Revenue, Profit Or Redesign The costs of goodwill, market share, revenue or "profit" or the costs of redesigning "your product". e. Expiration Of Shelf Life Any "product withdrawal" initiated due to expiration of the designated shelf life of "your product". f. Known Defect g• A "product withdrawal" initiated because of a "defect" in "your product" known to exist by the Named Insured or the Named Insured's "executive officers" prior to the policy period or the time "your product" leaves your control or possession. Otherwise Excluded Products A recall of any specific products for which "bodily injury" or "property damage" is excluded under Coverage A - Bodily Injury And Property Damage Liability. h. Governmental Ban A recall when "your product" or a component contained within "your product" has been: (1) Banned from the market by an authorized government entity prior to the policy period; or (2) Distributed or sold by you subsequent to any governmental ban. i. Defense Of Claim The defense of a claim or "suit" against you for liability arising out of a "product withdrawal". Third Party Damages, Fines And Penalties Any compensatory damages, fines, penalties, punitive or exemplary or other non -compensatory damages imposed upon the insured. k. Pollution -Related Expenses Any loss, cost or expense due to any: (1) Request, demand, order, statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to or assess the effects of, "pollutants"; or (2) Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to or assessing the effects of, "pollutants". 2. The following is added to Section III - Limits Of Insurance: The most that we will reimburse you for the sum of all "product withdrawal expenses" incurred for all "product withdrawals" initiated during the policy period is the amount shown in the Schedule of this endorsement, regardless of the number of: a. Insureds; b. "Product withdrawals" initiated; or c. "Your products" withdrawn. 3. Section IV - Commercial General Liability Conditions is amended as follows: a. Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit is replaced by the following: 2. Duties In The Event Of A Defect Or A Product Withdrawal J• MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., with its Page 3 of 13 permission. a. You must see to it that we are notified as soon as practicable of any actual, suspected or threatened "defect" in "your product", or any governmental investigation, that may result in a "product withdrawal". To the extent possible, notice should include: (1) How, when and where the "defect" was discovered; (2) The names and addresses of any injured persons and witnesses; and (3) The nature, location and circumstances of any injury or damage arising out of use or consumption of "your product". Your obligation to notify us as soon as practicable is satisfied if you send us written notice as soon as practicable after any of your "executive officers", directors, partners, insurance managers or legal representatives become aware of or should have become aware of such actual, suspected or threatened "defect" in "your product", or any governmental investigation, that may result in a "product withdrawal". b. If a "product withdrawal" is initiated, you must: (1) Immediately record the specifics of the "product withdrawal" and the date where it was initiated; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the "product withdrawal" as soon as practicable. c. You must promptly take all reasonable steps to mitigate the expenses associated with a "product withdrawal". Any "profit" that you receive from mitigating the expenses will be deducted from the amount of reimbursement that you will receive for "product withdrawal expenses". d. You and any other involved insured must: (1) Immediately send us copies of pertinent correspondence received in connection with the "product withdrawal"; (2) Authorize us to obtain records and other information; and (3) Cooperate with us in our investigation of the "product withdrawal". b. The following Conditions are added: Concealment Or Fraud We will not provide "product withdrawal expense" coverage to you or any other insured who, at any time: a. Engaged in fraudulent conduct; or b. Intentionally concealed or misrepresented a material fact concerning a "product withdrawal" or "product withdrawal expenses" incurred by you. Product Tampering Limitation When "product tampering" is known, suspected or threatened, a "product withdrawal" will be limited to those batches of "your product" which are known or suspected to have been tampered with. 4. The following definitions are added: a. "Defect" means a flaw, deficiency or inadequacy that creates a dangerous condition. b. "Product tampering" means an act of intentional alteration of "your product" which has caused or is reasonably expected to cause "bodily injury" or physical injury to tangible property other than "your product". For purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and application software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., with its Page 4 of 13 permission. c. "Product withdrawal" means the recall or withdrawal: (1) From the market; or (2) From use by any other person or organization; of "your products" or products which contain "your products", because of known or suspected "defects" in "your product" or known or suspected "product tampering" which has caused or is reasonably expected to cause "bodily injury" or physical injury to tangible property other than "your product". For purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. d. "Product withdrawal expenses" means those reasonable and necessary extra expenses, listed below, paid and directly related to a "product withdrawal": (1) Costs of notification; (2) Costs of stationery, envelopes, production of announcements and postage or facsimiles; (3) Costs of overtime paid to your regular non -salary "employees" and costs incurred by your "employees", including costs of transportation and accommodations; (4) Costs of computer time; (5) Costs of hiring independent contractors and other temporary employees; (6) Costs of transportation, shipping or packaging; (7) Costs of warehouse or storage space; or (8) Costs of proper disposal of "your products" or products that contain "your products" that cannot be reused, not exceeding your purchase price or your costs to produce the products. e. "Profit" means the positive gain from business operation after subtracting all expenses. B. EXTENDED PROPERTY DAMAGE - EXPECTED OR INTENDED INJURY Exclusion 2.a. Expected Or Intended Injury under Section I - Coverages, Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury "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. NON -OWNED WATERCRAFT AND NON -OWNED AIRCRAFT Exclusion 2.g. Aircraft, Auto Or Watercraft under Section I - Coverages, Coverage A - Bodily Injury And Property Damage Liability is amended as follows: 1. Paragraph (2) is 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; 2. The following is added: (6) "Bodily injury" or "property damage" arising out of any aircraft not owned by any insured that is rented or loaned to you with a paid crew. MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., with its Page 5 of 13 permission. If other insurance applies to a loss because of "property damage" to non -owned watercraft or aircraft as described in Paragraphs (2) or (6) above, the insurance provided by this Coverage Form does not apply, whether the other insurance is primary, excess, contingent or issued on any other basis. D. PROPERTY DAMAGE TO BORROWED EQUIPMENT 1. The following is added to Exclusion 2.j. Damage To Property under Section I - Coverages, Coverage A - Bodily Injury And Property Damage Liability: Paragraph (4) of this exclusion does not apply to "property damage" to borrowed equipment while that equipment is: a. Not being used to perform operations; and b. Away from an insured's premises. 2. The following is added to Section III - Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay for "property damage" to borrowed equipment is the amount shown in the Schedule of this endorsement for each "occurrence". 3. The insurance afforded by Paragraph 1. above is excess over any valid and collectible property insurance (including any deductible) available to the insured, whether primary, excess, contingent or issued on any other basis. E. PROPERTY DAMAGE TO CUSTOMERS' GOODS 1. The following is added to Exclusion 2.j. Damage To Property under Section I - Coverages, Coverage A - Bodily Injury And Property Damage Liability: Paragraphs (3), (4) and (6) of this exclusion do not apply to "property damage" to "customers' goods" while on your premises. 2. The following is added to Section III - Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay for "property damage" to "customers' goods" is the amount shown in the Schedule of this endorsement for each "occurrence". 3. The insurance afforded by Paragraph 1. above is excess over any valid and collectible property insurance (including any deductible) available to the insured, whether primary, excess, contingent or issued on any other basis. 4. The following definition is added: "Customers' goods" means tangible personal property belonging to your customers and left with you for storage, service or repair. "Customers' goods" does not include: a. Accounts, bills, currency, deeds, food stamps or other evidences of debt, money, notes or securities. Lottery tickets held for sale are not securities; b. Animals; c. Contraband, or property in the course of illegal transportation or trade; d. Personal property while airborne or waterborne; e. Property that is covered under another coverage form of this or any other policy in which it is more specifically described, except for the excess of the amount due (whether you can collect on it or not) from that other insurance; f. Vehicles or self-propelled machines that are licensed for use on public roads; aircraft; or watercraft; This paragraph does not apply to: (1) Vehicles or self-propelled machines, other than "autos", you hold for sale; or (2) Rowboats or canoes out of water at your premises; or MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., with its Page 6 of 13 permission. g. The following property while outside of buildings: (1) Grain, hay, straw or other crops; and (2) Fences, radio or television antennas (including satellite dishes) and their lead-in wiring, masts or towers, trees, shrubs or plants (other than trees, shrubs or plants held for sale). F. DAMAGE TO PREMISES RENTED TO YOU The following applies only if Damage To Premises Rented To You is not excluded from the policy to which this endorsement is attached: 1. The first paragraph following Paragraph (6) of Exclusion 2.j. Damage To Property under Section I - Coverages, Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. 2. The final paragraph of Paragraph 2. Exclusions under Section I - Coverages, Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. 3. Paragraph 6. under Section III - Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or in the case of damage by fire, lightning, explosion, smoke or sprinkler leakage, while rented to you or temporarily occupied by you with permission of the owner, is equal to the Each Occurrence limit shown in the Declarations. 4. Paragraph 4.b.(1)(a)(ii) of the Commercial General Liability Coverage Form, and Paragraph 4.b.(1)(a)(iii) of the Commercial General Liability Coverage Form (Claims -Made Version) under Section IV - Commercial General Liability Conditions are replaced by the following: That is fire, lightning, explosion, smoke or sprinkler leakage insurance for premises rented to you or temporarily occupied by you with permission of the owner; 5. Paragraph a. of Definition 9. "insured contract" is replaced by the following: a. 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 sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; G. PROPERTY DAMAGE FROM ELEVATOR USE 1. The following is added to Exclusion 2.j. Damage To Property under Section I - Coverages, Coverage A - Bodily Injury And Property Damage Liability: Paragraphs (3), (4) and (6) of this exclusion do not apply if such "property damage" arises out of the use of elevators at premises you own, rent, lease or occupy. 2. The insurance afforded by Paragraph 1. above is excess overy any other valid and collectible insurance which applies to a loss because of "property damage" arising out of the use of elevators, whether such other insurance is primary, excess, contingent or issued on any other basis. H. PERSONAL AND ADVERTISING INJURY FROM TELEVISED OR VIDEOTAPED MATERIAL 1. Exclusions 2.b. and 2.c. under Section I - Coverages, Coverage B - Personal And Advertising Injury Liability are replaced by the following: b. Material Published With Knowledge Of Falsity MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., with its Page 7 of 13 permission. "Personal and advertising injury" arising out of oral, written or professionally produced televised or videotaped publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or professionally produced televised or videotaped publication, in any manner, of material whose first publication took place before the beginning of the policy period. 2. Paragraphs d. and e. of the definition of "personal and advertising injury" are replaced by the following: d. Oral, written or professionally produced televised or videotaped publication, in any manner, of material that slanders or libels a person or organization, or disparages a person's or organization's goods, products or services; e. Oral, written or professionally produced televised or videotaped publication, in any manner, of material that violates a person's right to privacy; I. SUPPLEMENTARY PAYMENTS - BAIL BONDS AND LOSS OF EARNINGS Paragraphs 1.b. and 1.d. under Section I - Coverages, Supplementary Payments - Coverages A And B are replaced by the following: b. Up to the amount shown in the Schedule of this endorsement for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bonds; d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to the amount shown in the Schedule of this endorsement because of time off from work; J. MEDICAL PERSONNEL The following applies only if no other similar coverage is included on or added to the policy to which this endorsement is attached: 1. Paragraph 2.a.(1)(d) under Section II - Who Is An Insured does not apply to any registered nurse, licensed practical nurse, certified emergency medical technician or certified paramedic who is employed by you to provide professional health care services, but only while acting within the scope and course of their duties as such. 2. The following is added to Section III - Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay under Medical Personnel Coverage is the amount shown in the Schedule of this endorsement for all loss sustained by any one person from professional health services. K. BROADENED DEFINITION OF INSURED Section II - Who Is An Insured is amended as follows: 1. The following is added to Paragraph 2.a.: Paragraph (1) does not apply to managers at the supervisory level or above. 2. Paragraph 2. is amended to include the following as insureds: Any legally incorporated entity of which you own at least 51 % of the voting stock on the inception date of this Coverage Form and on the date of any covered "occurrence", claim or "suit". This insurance shall not apply to any entity that is already insured under any other insurance provided by any company or that would be an insured but for the exhaustion of its limits of insurance. 3. Paragraph 3.a. is replaced by the following: a. Coverage for your newly acquired or formed organization shall be: (1) Effective on the date of acquisition or formation; and MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., with its Page 8 of 13 permission. (2) Afforded until the end of the policy period of this Coverage Form. L. AUTOMATIC ADDITIONAL INSUREDS The following paragraphs are added to Section II - Who Is An Insured: 1. The following are also insureds under this policy, subject to the following provisions: a. When Required By Contract Or Agreement Any person or organization to whom you are required by written contract, agreement, permit or authorization to provide insurance, but only if the contract, agreement, permit or authorization is in effect during the policy period shown in the Declarations and was executed prior to the "bodily injury", "property damage" or "personal and advertising injury". However: (1) The person or organization is an insured only to the extent you are held liable due to: (a) The ownership, maintenance or use of that part of premises you own, rent, lease or occupy, subject to the following additional provisions: (i) This insurance does not apply to any "occurrence" which takes place after you cease to be a tenant in any premises leased to or rented to you; and (ii) This insurance does not apply to any structural alterations, new construction or demolition operations performed by or on behalf of the person or organization; (b) Your ongoing operations for that insured, whether the work is performed by you or for you; (c) The maintenance, operation or use by you of equipment leased to you by such person or organization, subject to the following additional provisions: (i) This insurance does not apply to any "occurrence" which takes place after the equipment lease expires or you cease to lease that equipment; and (ii) This insurance does not apply to "bodily injury" or "property damage" arising out of the sole negligence of such person or organization; (d) Permits or authorizations issued by any state or political subdivision with respect to operations performed by you or on your behalf, subject to the following additional provision: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for that state or municipality. (2) The insurance with respect to any architect, engineer or surveyor does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services by or for you, including: (a) The preparing, approving or failure to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; and (b) Supervisory, inspection or engineering services. (3) This insurance does not apply to "bodily injury" or "property damage" included within the "products - completed operations hazard". (4) This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services. (5) This insurance does not apply to any insured person or organization if the loss, cost, injury or damage is otherwise excluded from coverage under this insurance, including any endorsements made a part of this policy. (6) A person's or organization's status as an insured under this endorsement ends when your operations for that insured are completed. (7) This insurance does not apply to any person or organization included as an insured by an endorsement issued by us or otherwise made part of this insurance. MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., with its Page 9 of 13 permission. (8) No coverage will be provided if, in the absence of this endorsement, no liability will be imposed by law on you. Coverage will be limited to the extent of your negligence or fault according to the applicable principles of comparative fault. This Additional Insured provision does not apply to managers or lessors of premises; mortgagees, assignees or receivers; or vendors. b. Managers Or Lessors Of Premises Any person or organization who leases to you or manages property you rent or lease, but 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 connection with that part of the premises leased or rented to you and shown on the Declarations. The following additional exclusions apply to such managers or lessors of premises: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) who leases to you or manages property you rent or lease. c. Mortgagees, Assignees Or Receivers Any person or organization with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of premises by you. However, this insurance does not apply to structural alterations, new construction or demolition operations performed by or for that person or organization. d. Vendors Any vendor with whom you have agreed in a written contract or agreement to provide insurance, but only if the contract or agreement is in effect during the policy period shown in the Declarations and was executed prior to the "bodily injury" or "property damage", and 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. (1) The following additional exclusions apply to such vendors: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (h) Any failure to maintain the product in a merchantable condition; or (i) MGL 1242 03 14 "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: Includes copyrighted material of Insurance Services Office, Inc., with its Page 10 of 13 permission. (i) The exceptions contained in subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container entering into, accompanying or containing such products. (3) This insurance does not apply to any vendor included as an insured by an endorsement issued by us or otherwise made a part of this insurance. (4) This insurance does not apply if "bodily injury" or "property damage" included in the "products -completed operations hazard" is excluded either by the provisions of this insurance or by endorsement. 2. The insurance provided to such automatic additional insureds: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insureds. 3. With respect to the insurance afforded to such automatic additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable limits of insurance shown in the Declarations, whichever is less. The insurance afforded to the additional insured does not increase the applicable limits of insurance shown in the Declarations. M. MEDICAL PAYMENTS The following applies only if Medical Payments Coverage is not excluded from the policy to which this endorsement is attached: Paragraph 7. under Section III - Limits Of Insurance is replaced by the following: 7. Subject to Paragraph 5. above, the Medical Expense limit is equal to the Medical Expense limit stated in the Declarations or the amount shown in the Schedule of this endorsement, whichever is greater, and is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. N. EACH LOCATION AND EACH PROJECT AGGREGATES The following is added to Section III - Limits Of Insurance: 1. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A, and for all medical expenses caused by accidents under Coverage C, which can be attributed only to operations at a single designated covered "location" or covered construction project: a. A separate Each Location or Each Project Aggregate limit applies to each covered "location" or covered construction project, and that limit is equal to the General Aggregate limit shown in the Declarations. b. The Each Location or Each Project Aggregate limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard", and for medical expenses under Coverage C, regardless of the number of: (1) Insureds; (2) Claims made or "suits" brought; or (3) Persons or organizations making claims or bringing "suits". MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., with its Page 11 of 13 permission. c. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Each Location or Each Project Aggregate limit for each covered "location" or covered project for which payment is made. Such payments shall not reduce the General Aggregate limit shown in the Declarations nor shall they reduce any other covered "location" or covered project's general aggregate. d. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate limit shown in the Declarations, such limits will be subject to the applicable Each Location or Each Project Aggregate limit. 2. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A, and for all medical expenses caused by accidents under Coverage C, which cannot be attributed only to ongoing operations at a covered "location" or covered project: a. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate limit or the Products -Completed Operations Aggregate limit, whichever is applicable; and b. Such payments shall not reduce any Each Location or Each Project Aggregate limit. 3. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -Completed Operations Aggregate limit, and not reduce the General Aggregate limit nor the Each Location or Each Project Aggregate limit. 4. If the applicable covered construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. 5. For the purposes of this section of this endorsement, "location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. O. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Conditions: Your obligation to notify us as soon as practicable of an "occurrence", offense, claim or "suit" is satisfied if you send us written notice as soon as practicable after any of your "executive officers", directors, partners, insurance managers or legal representatives become aware of or should have become aware of such "occurrence", offense, claim or "suit". P. UNINTENTIONAL FAILURE TO DISCLOSE ALL HAZARDS The following is added to Condition 6. Representations under Section IV - Commercial General Liability Conditions: If you unintentionally fail to disclose all hazards prior to the beginning of the policy period of the Coverage Form, we shall not deny coverage under this Coverage Form because of such failure. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to Condition 8. Transfer Of Rights Of Recovery Against Others To Us under Section IV - Commercial General Liability 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" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organization with whom you have agreed in a written contract prior to an "occurrence" to waive such rights. R. LIBERALIZATION The following is added to Section IV - Commercial General Liability Conditions: MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., with its Page 12 of 13 permission. Liberalization Clause If we adopt any revision that would broaden coverage under this Coverage Form without additional premium, the broadened coverage will immediately apply to this Coverage Form as of the day the revision is effective in your state. S. MENTAL ANGUISH RESULTING FROM BODILY INJURY Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, including mental anguish or emotional distress resulting from any of these; and b. Death resulting from bodily injury, sickness or disease. T. BROADENED DEFINITION OF MOBILE EQUIPMENT The following is added to Paragraph f.(1) of Definition 12. "mobile equipment": This shall not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. All other terms and conditions remain unchanged. MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., with its Page 13 of 13 permission. 111 EVANSTON INSURANCE COMPANY COMMERCIAL GENERAL LIABILITY POLICY NU MBER: NUMBER: BMGG100035 MARKEL® THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MISCELLANEOUS ERRORS AND OMISSIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Limits Of Insurance: $ 1,000,000 Each Wrongful Act Deductible: $ 5,000 Each Wrongful Act Services: 98751 Security & Patrol Agencies The following changes apply only to the coverage provided by this endorsement: A. Section I - Coverages is amended as follows: 1. The following coverage is added: MISCELLANEOUS ERRORS AND OMISSIONS 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as "damages" because of injury arising out of a "wrongful act" committed by the insured or any other person for whose "wrongful acts" the insured is legally liable. We will have the right and the duty to defend the insured against any "suit" seeking those "damages". However, we will have no duty to defend the insured against any "suit" seeking "damages" to which this insurance does not apply. We may, at our discretion, investigate any report of a "wrongful act" and settle any claim or "suit" that may result. But: (1) The amount we will pay for "damages" is limited as described in Paragraph D. of this endorsement; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments - Coverages A, B, And Miscellaneous Errors And Omissions. b. This insurance applies to injury only if: (1) The injury is caused by a "wrongful act" that takes place in the "coverage territory"; (2) The injury occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II - Who Is An Insured and no "employee" authorized by you to give or receive notice of a "wrongful act" or claim, knew that the injury had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the injury occurred, then any continuation, change, or resumption of such injury during or after the policy period will be deemed to have been known prior to the policy period. c. Injury which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II - Who Is An Insured or any "employee" authorized MEGL 2278 09 21 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 6 with its permission. by you to give or receive notice of a "wrongful act" or claim, includes any continuation, change, or resumption of that injury after the end of the policy period. d. Injury will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II - Who Is An Insured or any "employee" authorized by you to give or receive notice of a "wrongful act" or claim: (1) Reports all, or any part, of the injury to us or any other insurer; (2) Receives a written or verbal demand or claim for "damages" because of the injury; or (3) Becomes aware by any other means that injury has occurred or has begun to occur. 2. Exclusions This insurance does not apply to: a. Actions Of Unauthorized Employees Or Volunteer Workers Loss of any kind on behalf of any "employee" or "volunteer worker" unless such person is authorized by you to engage in the Services shown in the Schedule of this endorsement. We will, however, cover the legal liability of you and your leaders in connection with unauthorized services if such Services are shown in the Schedule of this endorsement and are otherwise covered by this endorsement. b. Bodily Injury, Property Damage, Or Personal And Advertising Injury Any liability, claim, "damages", or injury for or arising out of "bodily injury", "property damage", or "personal and advertising injury". c. Contractual Liability Liability assumed by the insured under any contract or agreement. This exclusion does not apply to liability: (1) For "damages" that are assumed by the insured in a written contract or agreement and arise out of services the insured provided subsequent to the execution of the contract or agreement; or (2) For "damages" that the insured would have in the absence of the contract or agreement. d. Dishonest Or Criminal Acts Any insured who actually or allegedly committed or directed another to commit a dishonest, fraudulent, criminal, or malicious act or omission. e. Employer's Liability Injury to: (1) An "employee" or "volunteer worker" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother, or sister of that "employee" or "volunteer worker" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share "damages" with or repay someone else who must pay "damages" because of the injury. f. Employment -Related Practices Any claim made by: (1) A person because of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practices, policies, acts, or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, or discrimination directed at that person; or MEGL 2278 09 21 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 6 with its permission. J• (2) The spouse, child, parent, brother, sister, or any other legal relative or legal guardian of that person as a consequence of any "damages" or injury to that person against whom any of the employment -related practices described in Paragraphs (1)(a), (b) or (c) above is directed. This exclusion applies: (a) Whether the insured may be liable as an employer or in any other capacity; and (b) To any obligation to share "damages" with or repay someone else who must pay "damages". g. ERISA Any loss, claim, "damages", or obligation based on or arising out of any Securities Act or the Employee Retirement Income Security Act of 1974, or amendments or additions thereto. h. Failure To Collect Or Pay Liability arising out of the inability or failure of the insured or others to collect or pay money. i. Fines Or Penalties Fines or non -compensatory penalties, or for any exemplary or punitive damages awarded in any legal proceeding. Infringement Of Copyright, Trademark, Or Patent Liability arising out of the infringement of any copyright, trademark, or patent. k. Loss To Any Insured Loss or "damages" sustained by any insured or any person who is employed by you (or who has been hired by you) at the time that the "wrongful act" takes place. I. Managerial Or Administrative Errors Liability arising out of acts, errors, or omissions of a managerial or administrative nature. m. Medical Care Liability arising out of: (1) The rendering of or failure to render: (a) Medical, surgical, dental, x-ray, or nursing services; treatment, advice, or instruction; or the related furnishing of food or beverages; or (b) Any health or therapeutic service, treatment, advice, or instruction; (2) The furnishing or dispensing of drugs; or (3) The furnishing or dispensing of medical, dental, or surgical supplies or appliances. However, this exclusion does not apply to "incidental healthcare services". n. Other Activities "Damages" arising directly or indirectly from the insured's activities (volunteer or employed) as an officer or director of any organization, corporation, company, or business other than that which is covered by this policy. o. Other Professional Services Liability arising out of the rendering of or failure to render any professional services other than the Services shown in the Schedule of this endorsement. 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 "wrongful act" which caused the injury involved the rendering of or failure to render such professional services. p. Professional Advice Loss of any kind arising directly or indirectly out of the rendering of professional advice that is not usual to the normal activities of the Services shown in the Schedule of this endorsement. MEGL 2278 09 21 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 6 with its permission. q• Theft Of Property Any theft, embezzlement, burglary, robbery, mysterious disappearance, inventory shortage, or inventory shrinkage. r. Unrelated Injury Any claim for "damages" because of injury not resulting from a "wrongful act". s. Violation Of Antitrust Laws Any liability based upon, arising out of, or in any way involving any actual or alleged violation of any law, whether statutory, regulatory, or common law, respecting any of the following activities: antitrust, business competition, unfair trade practices, or tortious interference in another's business or contractual relationships. t. Violation Of Penal Law, Statute, Or Ordinance Any injury arising out of willful violation of a penal law, statute, or ordinance committed by or with the knowledge or consent of any insured. u. Workers' Compensation Any obligation of the insured under a workers' compensation, disability benefits, or unemployment compensation law or any similar law. 2. The following exclusion is added to Paragraph 2. Exclusions of Section I - Coverages, Coverage A - Bodily Injury And Property Damage Liability and Coverage B - Personal And Advertising Injury Liability: This insurance does not apply to: Professional Service Any liability, claim, "suit", "damages", or injury arising out of the rendering of or failure to render any professional service. 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. B. The heading for Supplementary Payments - Coverage A And B under Section I - Coverages is amended to read Supplementary Payments - Coverages A, B, And Miscellaneous Errors And Omissions. C. Solely with respect to coverage provided by this endorsement, Section II - Who Is An Insured is amended as follows: 1. Paragraph 2. is replaced by the following: 2. Each of the following is also an insured: a. Your "employees", other than your "executive officers", but only for acts within the scope of their employment by you or while performing duties related to the conduct of your organization and the Services shown in the Schedule of this endorsement; and b. Your "volunteer workers", but only for acts within the scope of their duties related to the conduct of your organization and the Services shown in the Schedule of this endorsement. However, no "employee" or "volunteer worker" is an insured for: (1) Injury: (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" or "volunteer worker" while in the course of his or her employment or while performing duties related to the conduct of your organization; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share "damages" with or repay someone else who must pay "damages" because of the injury described in Paragraphs (1)(a) or (1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (2) "Property damage" to property: (a) Owned, occupied by, or used by; or MEGL 2278 09 21 Includes copyrighted material of Insurance Services Office, Inc., Page 4 of 6 with its permission. (b) Rented to, in the care, custody, or control of, or over which physical control is being exercised for any purpose by; you or any of your "employees" or "volunteer workers". 2. The following is added to Paragraph 3.: Miscellaneous Errors And Omissions does not apply to a "wrongful act" that occurred before you acquired or formed the organization. D. Solely with respect to coverage provided by this endorsement, Section III - Limits Of Insurance is amended as follows: 1. The General Aggregate Limit shown in the Declarations applies to coverage provided by this endorsement. 2. Subject to the General Aggregate Limit shown in the Declarations, the Aggregate limit shown in the Schedule of this endorsement is the most we will pay for the sum of all "damages" because of all injury during the policy period. 3. Subject to Paragraph 2. above, the Each Wrongful Act limit shown in the Schedule of this endorsement is the most we will pay for the sum of all "damages" because of all injury arising out of any one "wrongful act" or series of interrelated "wrongful acts". 4. The coverage provided by the endorsement does not provide any duplication or overlap of coverage for the same claim or "suit". Two or more claims arising out of a single "wrongful act" or a series of interrelated "wrongful acts" will be treated as a single claim. All such claims, whenever made, will be considered to be first made on the date on which the earliest claim arising out of such "wrongful act" was first made. All such claims are subject to the same limit of insurance. All claims arising out of one "wrongful act" to the same person by one or more insured will be deemed to be one claim and to have been made at the time the first of those claims is made against any insured. 5. Paragraphs a. and b. below apply only if a Deductible amount is shown in the Schedule of this endorsement: a. We will not pay for "damages" until the amount of "damages" exceeds the Deductible amount shown in the Schedule of this endorsement. We will then pay the amount of "damages" in excess of the Deductible, up to the Each Wrongful Act Limit Of Insurance shown in the Schedule of this endorsement. The Deductible applies separately to each "wrongful act". b. We may pay part or all of the Deductible amount to effect settlement of any claim and, upon notification of the action taken, you shall promptly reimburse us for such part of the Deductible amount that has been paid by us. E. Solely with respect to coverage provided by this endorsement, Section IV - Commercial General Liability Conditions is amended as follows: 1. The heading and Paragraph a. of Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit are replaced by the following: Duties In The Event Of Wrongful Act, Claim Or Suit a. You must see to it that we are notified as soon as practicable of a "wrongful act" which may result in a claim. To the extent possible, notice should include: (1) How, when, and where the "wrongful act" took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury arising out of the "wrongful act". 2. The following is added to Condition 4. Other Insurance: Miscellaneous Errors And Omissions coverage is excess over any other insurance provided to any insured, whether such other insurance is provided on a primary, excess, contingent, or any other basis, unless such other insurance is written to be specifically excess of this insurance. F. Section V - Definitions is amended as follows: 1. Definition 17. "Property damage" is amended to include the following: "Property damage" includes loss by theft or embezzlement of personal property, including money, securities, and other valuable evidences of debt. 2. The following definitions are added: "Damages" means a monetary judgment, award, or settlement. MEGL 2278 09 21 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 6 with its permission. "Damages" does not include: a. Fines, sanctions, penalties, punitive or exemplary damages or the multiplied portion of any damages including trebling of damages; and b. Claims or "suits" arising out of emotional distress or mental anguish alleged by anyone other than a client receiving services from the named insured. "Incidental healthcare services" means first aid administered when required by contractual agreement and the following services if the insured is not engaged in the business or occupation of providing such services: a. Medical, surgical, dental, x-ray, or nursing service or treatment, or the furnishing of food or beverages in connection therewith; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. "Wrongful act" means any actual or alleged negligent act, error, or omission in the rendering of or failure to render the Services shown in the Schedule of this endorsement. All other terms and conditions remain unchanged. MEGL 2278 09 21 Includes copyrighted material of Insurance Services Office, Inc., Page 6 of 6 with its permission. ill COMMERCIAL GENERAL LIABILITY POLICY NUMBER: BMGG100035 EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LOST KEY COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Coverage Sublimit Property Damage From Lost Keys In The Insured's Care, Custody Or Control $ 300,000 $ 300,000 Each Occurrence Aggregate ❑ If checked, no deductible applies to Lost Key Coverage. A. The following is added to Exclusion j. Damage To Property in Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: Paragraph (4) of this exclusion does not apply to "property damage" arising out of the loss of keys in the care, custody or control of any insured. A separate limit of insurance applies to Property Damage From Lost Keys In The Insured's Care, Custody Or Control as described in Section III - Limits Of Insurance. However, our liability for damages because of the loss of keys in the care, custody or control of any insured is limited to: (a) The actual cost of the lost keys; (b) The cost of adjustment of locks to accept new keys; or (c) The cost of new locks of like kind and quality, if required, including the cost of their installation. B. The following is added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability, but only as respects coverage provided by this endorsement: This insurance does not apply to: Dishonest Acts "Property damage" caused by misappropriation, secretion, conversion, infidelity or dishonest acts by you or your "employees", agents, contractors, subcontractors, or any other person acting on your behalf. C. With respect only to the coverage provided by this endorsement, the following is added to Section III - Limits Of Insurance: Subject to Paragraphs 2. and 5. above, the most we will pay for "property damage" to personal property in the care, custody or control of any insured is the Each Occurrence and Aggregate limit shown in the Schedule of this endorsement. These limits are part of, not in addition to, the policy Limits Of Insurance shown on the Declarations. These limits are excess over any other valid and collectible insurance available to you. D. If indicated by an "X" in the Schedule of this endorsement, no deductible applies to Lost Key Coverage. All other terms and conditions remain unchanged. MEGL 1844 0418 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. 111 MARK COMMERCIAL GENERAL LIABILITY POLICY NUMBER: BMGG100035 EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIMITED COVERAGE - THEFT OR EMBEZZLEMENT OF OTHER'S PROPERTY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABIILITY COVERAGE FORM SCHEDULE A. The following exclusion is added to Paragraph 2. Exclusions under Section I - Coverages, Coverage A. Bodily Injury And Property Damage Liability: This insurance does not apply to: Theft Or Embezzlement Of Other's Property Any "property damage" arising out of theft or embezzlement by any insured or any "employee", or arising out of theft or embezzlement where any insured or "employee" colluded with another person(s), or assisted another person(s) in the commission of the theft or embezzlement. However, this exclusion does not apply if all of the following conditions are met: (1) A fidelity bond has been issued to you which provides coverage for theft or embezzlement by such insured or such "employee"; (2) Such fidelity bond is identified by Bond Number, Bond Provider, and Bond Limit shown in the Schedule of this endorsement; and (3) Such fidelity bond remains in full force and effect during the policy period of this policy, and at the time of the theft or embezzlement. Notwithstanding any other provision of this policy, the insurance provided by this endorsement for any such theft or embezzlement shall be excess of the coverage provided by such fidelity bond. B. Definition 17. "Property damage" in Section V - Definitions is amended to include the following: "Property damage" includes loss by theft or embezzlement of personal property, including money, securities, and other valuable evidences of debt not owned by the insured. All other terms and conditions remain unchanged. MEGL 2276 09 21 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG20010413 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: BMGG100035 EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DEDUCTIBLE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM LIQUOR LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM PRODUCTS/COMPLETED OPERATIONS COVERAGE FORM PROFESSIONAL LIABILITY COVERAGE FORM RAILROAD PROTECTIVE LIABILITY COVERAGE FORM OTHER COVERAGE FORM (SPECIFY): Coverage Bodily Injury Liability: Property Damage Liability: Bodily Injury Liability And Property Damage Liability Combined: Personal And Advertising Injury Liability: Professional Liability: Other (describe): SCHEDULE Amount And Liquor Liability: N/A Basis Of Deductible Each Claim or $ Each Claim or $ Each Claim or Each Claim or Each Claim or Each Claim or $ 5,000 $ 5,000 Each Occurrence Each Occurrence Each Occurrence Each Offense Each Act, Error Or Omission Each Occurrence Each Common Cause ❑ If this box is marked, the deductible for "property damage" is amended to apply on an Each Item, Each Claim basis. Please refer to each coverage form to determine which terms are defined. Words shown in quotations on this endorsement may or may not be defined in all coverage forms. A. Our obligation to pay damages on your behalf under Bodily Injury Liability, Property Damage Liability, Personal And Advertising Injury Liability, Professional Liability, Liquor Liability or Other coverage under this policy, as referenced above, applies only to the amount of damages in excess of any deductible amounts shown in the Schedule of this endorsement. B. Your deductible applies to the coverage option and to the basis of the deductible indicated by the placement of the deductible amount in the Schedule of this endorsement and will include loss payments, adjustments, investigative and legal fees and costs, whether or not loss payment is involved. The deductible amount shown in the Schedule of this endorsement applies as follows: 1. Each Claim If the deductible amount indicated in the Schedule of this endorsement is on an Each Claim basis, that deductible amount applies as follows: MEGL 0048 06 18 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 3 with its permission. a. Under Bodily Injury Liability, to all damages sustained by any one person because of "bodily injury" as the result of any one "occurrence". b. Under Property Damage Liability, to all damages sustained by any one person because of "property damage" as the result of any one "occurrence". c. Under Bodily Injury Liability And Property Damage Liability Combined, to all damages sustained by any one person because of: (1) "Bodily injury"; (2) "Property damage"; or (3) "Bodily injury" and "property damage" combined; as the result of any one "occurrence". d. Under Personal And Advertising Injury Liability, to all damages sustained by any one person because of "personal and advertising injury" as the result of any one offense. e. Under Professional Liability, to all damages sustained by any one person as the result of any one act, error or omission or series of related acts, errors or omission. f. Under Other, to all damages sustained by any one person or organization as the result of a covered loss on the same basis as the coverage described in the Schedule of this endorsement. If damages are claimed for care, loss of services or death resulting at any time from "bodily injury', a separate deductible amount will be applied to each person making a claim for such damages. With respect to "property damage", person includes an organization. 2. Each Occurrence, Offense Or Act, Error Or Omission If the deductible amount indicated in the Schedule of this endorsement is on an Each Occurrence basis, Each Offense basis or Each Act, Error Or Omission basis, that deductible amount applies as follows: a. Under Bodily Injury Liability, to all damages because of "bodily injury" as the result of any one "occurrence". b. Under Property Damage Liability, to all damages because of "property damage" as the result of any one "occurrence". c. Under Bodily Injury Liability And Property Damage Liability Combined, to all damages because of: (1) "Bodily injury"; (2) "Property damage"; or (3) "Bodily injury" and "property damage" combined; as the result of any one "occurrence". d. Under Personal And Advertising Injury Liability, to all damages because of "personal and advertising injury" as the result of any one offense. e. Under Professional Liability, to all damages as the result of any one act, error or omission or series of related acts, errors or omissions. f. Under Other, to all damages as the result of a covered loss on the same basis as the coverage described in the Schedule of this endorsement. 3. Each Common Cause If the deductible amount indicated in the Schedule of this endorsement is on an Each Common Cause basis, that deductible amount applies to all damages because of "injury' as the result of the selling, serving, or furnishing of alcoholic beverages. C. The terms of this insurance, including those with respect to: 1. Our right and duty to defend the insured against any "suits" seeking those damages; and 2. Your duties in the event of an "occurrence", offense, act, error or omission, claim, or "suit"; apply irrespective of the application of the deductible amount. MEGL 0048 0618 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 3 with its permission. D. We may pay any part of or the entire deductible amount to effect settlement of any claim or "suit" and, upon notification of the action taken, you must promptly reimburse us for such part of the deductible amount as has been paid by us. E. In the event that you do not promptly reimburse us for the deductible amount demanded, then any cost we incur in collection of the deductible amount including, but not limited to, collection agency fees, attorneys' fees and interest, will be added and applied in addition to the applicable deductible amount without limitation to such costs. All other terms and conditions remain unchanged. MEGL 0048 0618 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 3 with its permission. POLICY NUMBER: BMGG100035 COMMERCIAL GENERAL LIABILITY CG20100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations As required by written contract signed by both parties and executed prior to commencement of operations. All Locations. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. 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 2. 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. CG20100413 © Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. 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. Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 0413 COMMERCIAL GENERAL LIABILITY CG 20 35 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - GRANTOR OF LICENSES - AUTOMATIC STATUS WHEN REQUIRED BY LICENSOR This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) that grants licenses to you when you and such person(s) or organization(s) have agreed in writing in a contract or agreement that such person(s) or organization(s) be named as an additional insured on your policy. Such person(s) or organization(s) is an insured only with respect to their liability as grantor of licenses to you. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person(s) or organization(s) status as an additional insured under this endorsement ends when: 1. The license granted to you by such person(s) or organization(s) expires; or 2. Your license is terminated or revoked by such person(s) or organization(s) prior to expiration of the license as stipulated by the contract or agreement. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement you have entered into with the additional insured; or 2. 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. CG20350413 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: BMGG100035 COMMERCIAL GENERAL LIABILITY CG20370413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations As required by written contract signed by both parties and executed prior to commencement of operations. All Locations. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. 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. CG20370413 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: BMGG100035 EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMATIC ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM A. Who Is An Insured is amended to include as an additional insured any person or entity to whom you are obligated by valid written contract to provide such coverage, but only with respect to negligent acts or omissions of the Named Insured and only with respect to any coverage not otherwise excluded in the policy. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to limits of insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. 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. All other terms and conditions remain unchanged. MEGL 2282 10 21 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. COMMERCIAL GENERAL LIABILITY CG 21 09 06 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - UNMANNED AIRCRAFT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion 2.g. Aircraft, Auto Or Watercraft under Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: 2. Exclusions This insurance does not apply to: g• Aircraft, Auto Or Watercraft (1) Unmanned Aircraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This Paragraph g.(1) 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" involved the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". (2) Aircraft (Other Than Unmanned Aircraft), Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft"), "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". CG 21 09 06 15 This Paragraph g.(2) 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" involved the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft"), "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This Paragraph g.(2) does not apply to: (a) A watercraft while ashore on premises you own or rent; (b) A watercraft you do not own that is: (i) Less than 26 feet long; and (ii) Not being used to carry persons or property for a charge; (c) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (d) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; or © Insurance Services Office, Inc., 2014 Page 1 of 2 (e) "Bodily injury' or "property damage" arising out of: (i) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (ii) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment". B. The following exclusion is added to Paragraph 2. Exclusions of Coverage B — Personal And Advertising Injury Liability: 2. Exclusions This insurance does not apply to: Unmanned Aircraft "Personal and advertising injury" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". Page 2 of 2 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 offense which caused the "personal and advertising injury" involved the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". This exclusion does not apply to: a. The use of another's advertising idea in your "advertisement"; or b. Infringing upon another's copyright, trade dress or slogan in your "advertisement". C. The following definition is added to the Definitions section: "Unmanned aircraft" means an aircraft that is not: 1. Designed; 2. Manufactured; or 3. Modified after manufacture; to be controlled directly by a person from within or on the aircraft. © Insurance Services Office, Inc., 2014 CG 21 09 06 15 COMMERCIAL GENERAL LIABILITY CG 21 47 12 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMPLOYMENT -RELATED PRACTICES EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following exclusion is added to Paragraph 2., Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability: This insurance does not apply to: "Bodily injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practices, policies, acts or omissions, such as coercion, demo- tion, evaluation, reassignment, discipline, defamation, harassment, humiliation, dis- crimination or malicious prosecution di- rected at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any of the employment - related practices described in Paragraphs (a), (b), or (c) above is directed. This exdusion applies: (1) Whether the injury -causing event described in Paragraphs (a), (b) or (c) above occurs before employment, during employment or after em- ployment of that person; (2) Whether the insured may be liable as an em- ployer or in any other capacity; and To any obligation to share damages with or repay someone else who must pay damages because of the injury. (3) B. The following exclusion is added to Paragraph 2., Exclusions of Section I — Coverage B — Person- al And Advertising Injury Liability: This insurance does not apply to: "Personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practices, policies, acts or omissions, such as coercion, demo- tion, evaluation, reassignment, discipline, defamation, harassment, humiliation, dis- crimination or malicious prosecution di- rected at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any of the employment -related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the injury -causing event described in Paragraphs (a), (b) or (c) above occurs before employment, during employment or after em- ployment of that person; (2) Whether the insured may be liable as an em- ployer or in any other capacity; and To any obligation to share damages with or repay someone else who must pay damages because of the injury. (3) CG21471207 © ISO Properties, Inc., 2006 Page 1 of 1 0 COMMERCIAL GENERAL LIABILITY CG 21 49 09 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TOTAL POLLUTION EXCLUSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Exclusion f. under Paragraph 2., Exclusions of Sec- tion I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: This insurance does not apply to: f. Pollution (1) "Bodily injury" or "property damage" which would not have occurred in whole or part but for the actual, alleged or threatened dis- charge, dispersal, seepage, migration, re- lease or escape of "pollutants" at any time. (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any in- sured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants"; or (b) Claim or suit by or on behalf of a gov- ernmental authority for damages be- cause of testing for, monitoring, clean- ing up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the ef- fects of, "pollutants". CG 21 49 09 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 0 COMMERCIAL GENERAL LIABILITY CG 21 67 12 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FUNGI OR BACTERIA EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following exclusion is added to Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability: 2. Exclusions This insurance does not apply to: Fungi Or Bacteria a. "Bodily injury" or "property damage" which would not have occurred, in whole or in part, but for the actual, alleged or threat- ened inhalation of, ingestion of, contact with, exposure to, existence of, or presence of, any "fungi" or bacteria on or within a building or structure, including its contents, regardless of whether any other cause, event, material or product contributed con- currently or in any sequence to such injury or damage. b. Any loss, cost or expenses arising out of the abating, testing for, monitoring, clean- ing up, removing, containing, treating, de- toxifying, neutralizing, remediating or dis- posing of, or in any way responding to, or assessing the effects of, "fungi" or bacteria, by any insured or by any other person or entity. This exclusion does not apply to any "fungi" or bacteria that are, are on, or are contained in, a good or product intended for bodily consump- tion. B. The following exclusion is added to Paragraph 2. Exclusions of Section I — Coverage B — Per- sonal And Advertising Injury Liability: 2. Exclusions This insurance does not apply to: Fungi Or Bacteria a. "Personal and advertising injury" which would not have taken place, in whole or in part, but for the actual, alleged or threat- ened inhalation of, ingestion of, contact with, exposure to, existence of, or presence of any "fungi" or bacteria on or within a building or structure, including its contents, regardless of whether any other cause, event, material or product contributed con- currently or in any sequence to such injury. b. Any loss, cost or expense arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxify- ing, neutralizing, remediating or disposing of, or in any way responding to, or as- sessing the effects of, "fungi" or bacteria, by any insured or by any other person or entity. C. The following definition is added to the Defini- tions Section: "Fungi" means any type or form of fungus, includ- ing mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by fungi. CG21671204 © ISO Properties, Inc., 2003 Page 1 of 1 0 COMMERCIAL GENERAL LIABILITY CG 21 70 01 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY A. If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. B. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Coverage Part. CG21700115 © Insurance Services Office, Inc., 2015 Page 1 of 1 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or de- livering to us advance written notice of cancel- lation. 2. We may cancel this policy by mailing or deliv- ering to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancel- lation if we cancel for nonpayment of pre- mium; or b. 30 days before the effective date of cancel- lation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to 4. 5. us. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- fective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be suf- ficient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declara- tions is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and rec- ords as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; IL00171198 b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion, under state or municipal statutes, ordi- nances or regulations, of boilers, pressure ves- sels or elevators. E. Premiums The first Named Insured shown in the Declara- tions: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named in- sured. If you die, your rights and duties will be trans- ferred to your legal representative but only while acting within the scope of duties as your legal rep- resentative. Until your legal representative is ap- pointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. IL00171198 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 0 IL00210908 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (Broad Form) This endorsement modifies insurance provided under the following: COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY 1. The insurance does not apply: A. Under any Liability Coverage, to "bodily injury" or "property damage": (1) With respect to which an "insured" under the policy is also an insured under a nucle- ar energy liability policy issued by Nuclear Energy Liability Insurance Association, Mu- tual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of li- ability; or (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is re- quired to maintain financial protection pur- suant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "in- sured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organi- zation. B. Under any Medical Payments coverage, to expenses incurred with respect to "bodily inju- ry" resulting from the "hazardous properties" of "nuclear material" and arising out of the opera- tion of a "nuclear facility" by any person or or- ganization. C. Under any Liability Coverage, to "bodily injury" or "property damage" resulting from "hazard- ous properties" of "nuclear material", if: (1) The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on be- half of, an "insured" or (b) has been dis- charged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time pos- sessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an "insured"; or The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nu- clear facility", but if such facility is located within the United States of America, its terri- tories or possessions or Canada, this ex- clusion (3) applies only to "property dam- age" to such "nuclear facility" and any property thereat. 2. As used in this endorsement: (3) "Hazardous properties" includes radioactive, toxic or explosive properties. "Nuclear material" means "source material", "spe- cial nuclear material" or "by-product material". IL 00 21 09 08 © ISO Properties, Inc., 2007 Page 1 of 2 0 "Source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel com- ponent, solid or liquid, which has been used or ex- posed to radiation in a "nuclear reactor. "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentra- tion of uranium or thorium from any ore processed primarily for its "source material" content, and (b) resulting from the operation by any person or or- ganization of any "nuclear facility" included under the first two paragraphs of the definition of "nucle- ar facility'. "Nuclear facility" means: (a) Any "nuclear reactor; (b) Any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing "spent fuel", or (3) handling, processing or packag- ing "waste"; (c) Any equipment or device used for the pro- cessing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of plutoni- um or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material. "Property damage" includes all forms of radioac- tive contamination of property. Page 2 of 2 © ISO Properties, Inc., 2007 IL 00 21 09 08 0 ill MARKEL COMMERCIAL GENERAL LIABILITY EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - CONTINUOUS OR PROGRESSIVE INJURY OR DAMAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following is added to Paragraph 2. Exclusions under Section I — Coverages, Coverage A — Bodily Injury And Property Damage Liability and Coverage B — Personal And Advertising Injury Liability: This insurance does not apply to: Continuous Or Progressive Injury Or Damage "Bodily injury", "property damage", or "personal and advertising injury" that: (1) First occurred, first began to occur, or is alleged to have first occurred; (2) Is alleged to be in the process of occurring to any degree; or (3) Is caused by or alleged to have been caused by incremental, continuous or progressive injury or damage arising from an "occurrence" or offense which first occurred, began to occur, or is alleged to have first occurred, prior to the effective date of this policy. However, this exclusion does not apply to "bodily injury", "property damage", or "personal and advertising injury" that actually or allegedly occurred in Colorado and was unknown by you prior to the policy period. All other terms and conditions remain unchanged. MEGL 0008 04 20 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. ill MARKEL COMMERCIAL GENERAL LIABILITY EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - ELECTROMAGNETIC FIELD This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following is added to Paragraph 2. Exclusions under Section I — Coverages, Coverage A — Bodily Injury And Property Damage Liability: This insurance does not apply to: Electromagnetic Field "Bodily injury" or "property damage" in any way involving the actual or alleged emission or discharge of radiation from any: (1) Mobile, cellular, bag, cordless or wireless telephone, handset, headset, antenna, aerial or transmitter, whether or not it is used with a hands -free headset or similar device; or (2) Telecommunication base station, mast, tower, aerial, or antenna. All other terms and conditions remain unchanged. MEGL 0277 05 16 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. ill MARKEL COMMERCIAL GENERAL LIABILITY EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - NAMED INSURED VERSUS NAMED INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM The following is added to the Exclusions section: This insurance does not apply to: Named Insured Versus Named Insured Any claim made or "suit" brought by any Named Insured covered by this policy against any other Named Insured covered by this policy. All other terms and conditions remain unchanged. MEGL 1623 08 17 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. ill MARKEL® COMMERCIAL GENERAL LIABILITY EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - COMMUNICABLE DISEASE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following exclusion is added to Section I — Coverages, Coverage A— Bodily Injury And Property Damage Liability and Coverage B — Personal And Advertising Injury of the Coverage Form, and all insuring agreements added to the policy by separate endorsement: This insurance does not apply to: Communicable Disease Any liability, claim, "suit", damages, or injury of any type including, but not limited to, "bodily injury", "property damage", or "personal and advertising injury" arising out of the actual or alleged exposure to, transmission of, or contraction of any communicable disease. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the: (1) Testing or failing to test for any communicable disease; (2) Failure to prevent the spread of the disease; (3) Failure to report the disease to authorities; or (4) Supervising, hiring, employing, training, or monitoring of others who: (a) May be infected with any communicable disease; (b) May spread any communicable disease; or (c) Are alleged to have engaged in any wrongdoing set forth in Paragraphs (1) through (3) above. All other terms and conditions remain unchanged. MEGL 2322 05 21 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. ill MARKEL® COMMERCIAL GENERAL LIABILITY EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - HAZARDOUS MATERIALS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABIILITY COVERAGE FORM A. The following exclusion is added to Paragraph 2. Exclusions under Section I — Coverages, Coverage A — Bodily Injury And Property Damage Liability, and Coverage B — Personal And Advertising Injury Liability: This insurance does not apply to: Hazardous Materials (1) "Bodily injury", "property damage", or "personal and advertising injury" arising out of the actual, alleged, or threatened discharge, ingestion, inhalation, dispersal, seepage, migration, release, or escape of "hazardous materials". (2) Any loss, cost, or expense arising out of any: (a) Request, demand, order, or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize, or in any way respond to or assess the effects of "hazardous materials"; or (b) Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, or neutralizing, or in any way responding to or assessing the effects of "hazardous materials". (3) Any obligations to share damages with or indemnify another party required to pay damages because of injury or damage relating to "hazardous materials". (4) Any supervision, instructions, recommendations, warnings, or advice given, or which should have been given relating to "hazardous materials". This exclusion applies whether or not such "hazardous materials" have any function in your business, operations, premises, site, or location. B. The following definition is added to Section V — Definitions: "Hazardous materials" means: a. Materials that are radioactive, corrosive, oxidizers, asphyxiates, biohazardous, or toxic; b. Pathogen or allergen substances and organisms; and c. Lead, asbestos, silica, and materials containing such substances. All other terms and conditions remain unchanged. MEGL 2379 09 21 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. ill MARKEL® COMMERCIAL GENERAL LIABILITY EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - VIOLATION OF BUSINESS COMPETITION LAWS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following is added to Paragraph 2. Exclusions under Section I — Coverages, Coverage A — Bodily Injury And Property Damage Liability, and Coverage B — Personal And Advertising Injury Liability: This insurance does not apply to: Violation Of Business Competition Laws Any "bodily injury", "property damage", or "personal and advertising injury" based upon, arising out of, or in any way involving any actual or alleged violation of any law, whether statutory, regulatory, or common law, respecting any of the following activities: antitrust, business competition, unfair trade practices, or tortious interference in another's business or contractual relationships. However, this exclusion does not apply to vicarious liability imposed solely upon an insured as an employer, or any insured who is not alleged to have committed or participated in the alleged violation. All other terms and conditions remain unchanged. MEGL 2382 09 21 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. COMMERCIAL GENERAL LIABILITY Evanston Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - CYBER INCIDENT, DATA COMPROMISE, AND VIOLATION OF STATUTES RELATED TO PERSONAL DATA This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM POLLUTION LIABILITY LIMITED COVERAGE FORM DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM A. The following exclusion is added to the Exclusions section of the Coverage Form, and all insuring agreements added to this policy by separate endorsement other than an endorsement described in Paragraph B. below, and replaces any Electronic Data exclusion found anywhere in the policy: This insurance does not apply to: Cyber Incident, Data Compromise, And Violation Of Statutes Related To Personal Data Damages caused by, arising out of, or in any way involving, directly or indirectly: (1) The loss of, loss of use of, corruption of, inability to access, or reduction in functionality of a "computer system", including, but not limited to: (a) Damage to or loss of data occurring on a "computer system"; (b) Unauthorized access of a "computer system"; (c) Computer malware on a "computer system"; (d) Human error affecting a "computer system"; (e) System failure occurring on a "computer system"; (f) A defect of a "computer system"; (g) Social engineering, including, but not limited to, any priming, pretexting, spoofing, or other fraudulent, manipulative, or deceptive communication; or (h) Cyber extortion; (2) Any: (a) Access to or disclosure of (whether such access or disclosure is authorized or unauthorized); or (b) Theft, alteration, or corruption of; any person's or organization's confidential, intellectual, or proprietary information or data, including, but not limited to, "personal data", patents, trade secrets, processing methods, customer lists, or any other type of nonpublic information; or (3) Any action or omission that violates or is alleged to violate any federal, state, or local statute, law, rule, ordinance, or regulation that addresses, prohibits, regulates, or limits the printing, interception, dissemination, disposal, collecting, recording, sending, transmitting, communicating, distribution, sharing, sale, storage, retaining, receiving, or protection of "personal data", including, but not limited to: MGL 1356 10 20 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 3 with its permission. (a) The Illinois Biometric Information Privacy Act (BIPA); (b) The California Consumer Privacy Act (CCPA); (c) The California Invasion Of Privacy Act (CIPA); (d) The New York Stop Hacks and Improve Electronic Data Security Act (SHIELD Act); (e) The European Union General Data Protection Regulation (GDPR); or (f) Any similar or related federal, state, or local statute, law, rule, ordinance, or regulation; including any amendments thereto. This exclusion applies even if damages are claimed for notification costs, credit monitoring or repair expenses, forensic expenses, public relation expenses, costs associated with the replacement or reissuance of payment cards, fines, penalties, loss of use of property that has not been physically damaged, or any other loss, cost, or expense incurred by you or others arising out of that which is excluded above. However, this exclusion does not apply to liability for damages because of "bodily injury" or physical damage to tangible property of others. For the purpose of this exclusion, electronic data is not tangible property. The insurance afforded by this exception is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent, or issued on any other basis. As used in this exclusion, electronic data means information, facts, or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices, or any other media which are used with electronically controlled equipment. B. If this policy contains an endorsement adding an insuring agreement that specifically provides coverage that is excluded in Paragraph A. above, then the exclusion added by this endorsement does not apply to such insuring agreement solely to the extent of the coverage provided by such endorsement. C. The following definitions are added to the Definitions section: "Computer system" means computer hardware, firmware, software, or any components thereof. "Personal data" means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked to a particular person or household, including, but not limited to: a. Identifiers such as a real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, password, account name, social security number, driver's license or state identification card number, passport number, telephone number, insurance policy number, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information, or other similar identifiers, characteristics, or descriptors; b. Commercial information, including records of personal property, products, or services purchased, obtained, or considered, transactions occurring over a peer -to -peer electronic cash system, or other purchasing or consuming histories or tendencies; c. Biometric data or information (such as a fingerprint, voice print, retina or iris image, or other unique physical representation or digital representation of biometric data); d. Internet or other electronic network activity information, including, but not limited to, browsing history, search history, and information regarding a person's or household's interaction with an internet website, application, or advertisement; e. Geolocation data; f. Audio, electronic, visual, thermal, olfactory, or similar information; g. Professional or employment -related information that is not publicly available; h. Education information, defined as information that is not publicly available personally identifiable information as defined in the Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. section 1232g; 34 CFR Part 99) including any amendments thereto; i. Identifiers set forth in any state or federal consumer protection or privacy statute or law including, but not limited to, the identifiers shown in Paragraphs a. through h. above; or MGL 1356 10 20 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 3 with its permission. j. Inferences drawn from any of the identifiers shown in Paragraphs a. through i. above to create a profile about a person or household reflecting such person's or household's preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, or aptitudes. All other terms and conditions remain unchanged. MGL 135610 20 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 3 with its permission. ill MARKEL® EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TRADE OR ECONOMIC SANCTIONS The following is added to this policy: Trade Or Economic Sanctions This insurance does not provide any coverage, and we (the Company) shall not make payment of any claim or provide any benefit hereunder, to the extent that the provision of such coverage, payment of such claim or provision of such benefit would expose us (the Company) to a violation of any applicable trade or economic sanctions, laws or regulations, including but not limited to, those administered and enforced by the United States Treasury Department's Office of Foreign Assets Control (OFAC). All other terms and conditions remain unchanged. MIL 1214 09 17 Page 1 of 1 ill MARKEL EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CHANGES - CIVIL UNION INTERLINE All references to "spouse" or "family member" in any Coverage Part or policy form made part of this insurance shall include a party to a civil union or domestic partnership law recognized under any applicable statute. All other terms and conditions remain unchanged. MEIL 1225 10 11 Page 1 of 1 ill MARKEL® EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SERVICE OF SUIT Except with respect to any policy issued in any state in which the Insurer is licensed as an admitted insurer to transact business, it is agreed that in the event of the failure of the Company to pay any amount claimed to be due hereunder, the Company, at the request of the Named Insured, will submit to the jurisdiction of a court of competent jurisdiction within the United States and will comply with all requirements necessary to give such court jurisdiction and all matters arising hereunder shall be determined in accordance with the law and practice of such court. Nothing in this clause constitutes or should be understood to constitute a waiver of the Company's rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. It is further agreed that service of process in such suit may be made upon Secretary, Legal Department, Markel Service, Incorporated, 10275 West Higgins Road, Suite 750, Rosemont, Illinois 60018, and that in any suit instituted against the Company upon this policy, the Company will abide by the final decision of such Court or of any Appellate Court in the event of an appeal. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Company hereby designates the Superintendent, Commissioner or Director of Insurance or other official specified for that purpose in the statute, or his/her successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Named Insured or any beneficiary hereunder arising out of this policy, and hereby designates the above -named as the person to whom the said officer is authorized to mail such process or a true copy thereof. MEIL 1200 02 20 Page 1 of 1 INTERLINE POLICY NUMBER: BMGG100035 EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MINIMUM EARNED PREMIUM AND MINIMUM RETAINED PREMIUM This endorsement modifies all coverage forms and coverage parts attached to this policy. SCHEDULE Minimum Earned Premium Percentage: 25% Minimum Retained Premium Percentage: 100 % The following is added to Conditions: A. Minimum Earned Premium If this policy is cancelled either at your request or due to non-payment of premium, we will retain a minimum earned premium or the short rate earned premium, whichever is greater. The minimum earned premium will be calculated by multiplying the policy premium shown in the Declarations by the Minimum Earned Premium Percentage shown in the Schedule above. B. Minimum Retained Premium If this policy was issued on an adjustable basis, the policy also has a minimum amount of premium that applies to the policy period. The minimum retained premium will be calculated by multiplying the policy premium shown in the Declarations by the Minimum Retained Premium Percentage shown in the Schedule above. At the completion of the audit, if the audit premium is: 1. Greater than the premium shown in the Declarations, the additional premium is due and payable upon notice to you. 2. Less than the premium shown in the Declarations, we shall retain the minimum retained premium or the audit premium, whichever is greater. C. The Minimum Earned Premium and Minimum Retained Premium provisions in this endorsement replace any other similar provisions included within the policy. All other terms and conditions remain unchanged. MEIL 1231 10 13 Page 1 of 1 MARK COMMERCIAL GENERAL LIABILITY Evanston Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDED CONDITION - PREMIUM AUDIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Condition 5. Premium Audit under Section IV - Commercial General Liability Conditions is replaced by the following: 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. The Total Advance Premium shown in the Declarations for this Coverage Part is not auditable and is the Total Premium. However, if you acquire any organization wherein you maintain ownership or majority interest that results in more than 25% increase in exposure, this policy will be auditable at the end of the Policy Period. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. All other terms and conditions remain unchanged. MEGL 2279 09 21 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGES Policy Change Number POLICY NUMBER BMGG100035 POLICY CHANGES EFFECTIVE 11/12/2023 COMPANY EVANSTON INSURANCE COMPANY NAMED INSURED Kent Security Services, Inc AUTHORIZED REPRESENTATIVE Brownyard MacLean Security Insurance Services, LLC COVERAGE PARTS AFFECTED: COMMERCIAL GENERAL LIABILITY COVERAGE FORM CHANGES A. B. DEDUCTIBLE ENDORSEMENT SCHEDULE of Coverage Deductible Per Claim Per Occurrence Bodily Injury Liability $ $ Property Damage Liability $ $ Bodily Injury Liability And Property Damage Liability Combined $ $ 5,000 Personal And Advertising Injury Liability $ $ 5,000 Other: $ $ Our obligation to pay damages on your behalf under Bodily Injury Liability, Property Damage Liability, Personal And Advertising Injury Liability, or any other coverage under this policy referenced above, applies only to the amount of damages in excess of any Deductible shown in the Schedule of this endorsement. The Deductible applies to the coverage option and to the basis of the deductible indicated by the placement of a deductible amount in the Schedule of this endorsement. 1. Per Claim Basis If the Deductible shown in the Schedule of this endorsement is on a per claim basis, the Deductible applies as follows: a. Under Bodily Injury Liability Coverage, to all damages sustained by any one person because of "bodily injury.; b. Under Property Damage Liability Coverage, to all damages sustained by any one person because "property damage"; or c. Under Bodily Injury Liability And Property Damage Liability Coverage Combined, to all damages sustained by any one person because of: (1) "Bodily injury.; IL12011185 Copyright, Insurance Services Office, Inc., 1983 Copyright, ISO Commercial Risk Services, Inc., 1983 Page 1 of 2 0 (2) "Property damage"; or (3) "Bodily injury" and "property damage" combined; or d. Under Personal And Advertising Injury Liability, to all damages sustained by any one person because of "personal and advertising injury'. 2. Per Occurrence Basis If the Deductible shown in the Schedule of this endorsement is on a per "occurrence" basis, the Deductible applies as follows: a. Under Bodily Injury Liability Coverage, to all damages because of "bodily injury"; b. Under Property Damage Liability Coverage, to all damages because of "property damage"; or c. Under Bodily Injury Liability And Property Damage Liability Coverage Combined, to all damages because of: (1) "Bodily injury"; (2) "Property damage"; or (3) "Bodily injury' and "property damage" combined; or d. Under Personal And Advertising Injury Liability, to all damages because of "personal and advertising injury". 3. Any Other Basis If the Deductible shown in the Schedule of this endorsement applies to another coverage described in the Schedule above which is on any other basis, such Deductible applies to all damages because of a covered loss on the same basis as the coverage described in the Schedule above. C. The terms of this insurance, including those with respect to: 1. Our right and duty to defend the insured against any "suits" seeking those damages; and 2. Your duties in the event of an "occurrence", claim, or "suit"; apply irrespective of the application of the Deductible. D. We may pay any part of or the entire deductible amount to effect settlement of any claim or "suit" and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. E. In the event that you do not promptly reimburse us for the deductible amount demanded, then any cost we incur in collection of the deductible amount shall be added to and applied in addition to the applicable deductible amount without limitation to such costs. These costs shall include, but not be limited to, collection agency fees, attorneys' fees, and interest. All other terms and conditions remain unchanged. Authorized Representative Signature Page 2 of 2 Copyright, Insurance Services Office, Inc., 1983 IL 12 01 11 85 0 Copyright, ISO Commercial Risk Services, Inc., 1983 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGES Policy Change Number POLICY NUMBER BMGG100035 POLICY CHANGES EFFECTIVE 11/12/2023 COMPANY EVANSTON INSURANCE COMPANY NAMED INSURED Kent Security Services, Inc AUTHORIZED REPRESENTATIVE Brownyard MacLean Security Insurance Services, LLC COVERAGE PARTS AFFECTED: COMMERCIAL GENERAL LIABILITY COVERAGE FORM CHANGES AMENDED EXCLUSIONS - EXPECTED OR INTENDED INJURY AND DAMAGE TO PROPERTY A. Paragraph 2. Exclusions under Section I — Coverages, Coverage A — Bodily Injury And Property Damage Liability is amended as follows: 1. Exclusion a. Expected Or Intended Injury is replaced by the following: This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of physical force to protect persons or property. 2. Subparagraph (4) of Exclusion j. Damage To Property is deleted in its entirety. All other terms and conditions remain unchanged. Authorized Representative Signature IL12011185 Copyright, Insurance Services Office, Inc., 1983 Page 1 of 1 0 Copyright, ISO Commercial Risk Services, Inc., 1983 COMMERCIAL GENERAL LIABILITY CG 00 01 04 13 COMMERCIAL GENERAL 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, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I — COVERAGES COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (3) (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. e. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". (3) CG00010413 © Insurance Services Office, Inc., 2012 Page 1 of 16 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (1), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". Page 2 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire". (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". CG00010413 © Insurance Services Office, Inc., 2012 Page 3 of 16 g• (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". 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" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 26 feet long; and (b) Not being used to carry persons or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; or (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment". h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; Property loaned to you; (3) Page 4 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you 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 Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products - completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. 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. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. However, this exclusion does not apply to liability for damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA); or q• (3) CG00010413 © Insurance Services Office, Inc., 2012 Page 5 of 16 (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Exclusions c. through n. do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits Of Insurance. COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral or written publication, in any manner, of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual. Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's advertising idea in your "advertisement". Quality Or Performance Of Goods — Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". g• Page 6 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 i. Infringement Of Copyright, Patent, Trademark Or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your "advertisement". However, this exclusion does not apply to infringement, in your "advertisement", of copyright, trade dress or slogan. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. J• n. Pollution -related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: p• (1) (2) (3) War, including undeclared or civil war; Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. (3) CG00010413 © Insurance Services Office, Inc., 2012 Page 7 of 16 COVERAGE C — MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g• Page 8 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when we have used up the applicable limit of insurance in the payment of judgments or settlements or the conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II — WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. CG00010413 © Insurance Services Office, Inc., 2012 Page 9 of 16 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (2) "Property damage" to property: (a) Owned, occupied or used by; (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; and c. Damages under Coverage B. Page 10 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard". 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 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. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. (3) CG00010413 © Insurance Services Office, Inc., 2012 Page 11 of 16 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability. (b) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured. (2) 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. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self - insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurers share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; Page 12 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. 4. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication; provided the insured's responsibility to pay damages is determined in a "suit" on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 6. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. 7. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 8. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. CG00010413 © Insurance Services Office, Inc., 2012 Page 13 of 16 9. "Insured contract" means: a. 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 to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (3) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. (a) 10. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 11."Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 12."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. Page 14 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment' but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 13. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 14.' Personal and advertising injury' means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your "advertisement"; or Infringing upon another's copyright, trade dress or slogan in your "advertisement". 15. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. g• 16. "Products -completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products - completed operations are subject to the General Aggregate Limit. 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, electronic data is not tangible property. (3) CG 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 15 of 16 As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 18."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 19."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 20. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 21. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment 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 (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 22. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Page 16 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG22741001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIMITED CONTRACTUAL LIABILITY COVERAGE FOR PERSONAL AND ADVERTISING INJURY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Contract Or Agreement: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. With respect to the contract or agreement desig- nated in the Schedule above, Subparagraph e. of Paragraph 2. Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a con- tract or agreement. This exclusion does not apply to: (1) Liability for damages that the insured would have in the absence of the contract or agreement; or (2) Liability for "personal and advertising injury" if: (a) The liability pertains to your busi- ness and is assumed in the des- ignated contract or agreement shown in the Schedule in which you assume the tort liability of an- other. Tort liability means a liabil- ity that would be imposed by law in the absence of any contract or agreement; (b) The "personal and advertising injury" occurs subsequent to the execution of the designated con- tract or agreement shown in the Schedule; and (c) The "pe njury a of false arrest prisanment advertisin he offenses ention or im- CG22741001 © ISO Properties, Inc., 2001 Page 1 of 2 ❑ Solely for the purposes of liability so as- sumed in such designated contract or agreement, reasonable attorney fees and necessary litigation expenses in- curred by or for a party other than an in- sured are deemed to be damages be- cause of "personal injury" described in Paragraph A.2.e.(2)(c) above, provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same designated contract or agreement; and (ii) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this in- surance applies are alleged. B. With respect to the contract or agreement desig- nated in the Schedule above, the following is added to Section I — Supplementary Payments — Coverages A And B: If we defend an insured against a "suit" and an in- demnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: 1. The "suit" against the indemnitee seeks dam- ages for which the insured has assumed tort li- ability of the indemnitee in a designated con- tract or agreement shown in the Schedule, if such liability pertains to your business. Tort li- ability means a liability that would be imposed by law in the absence of any contract or agreement; 2. This insurance applies to such liability assumed by the insured; 3. The obligation to defend, or the cost of the defense of, that indemnitee, has also been as- sumed by the insured in the same designated contract or agreement; 4. The allegations in the "suit" and the information we know about the offense are such that no conflict appears to exist between the interests of the insured and the interests of the indem- nitee; 5. The indemnitee and the insured ask us to con- duct and control the defense of that indemnitee against such "suit" and agree that we can as- sign the same counsel to defend the insured and the indemnitee; and 6. The indemnitee: a. Agrees in writing to: (1) Cooperate with us in the investigation, settlement or defense of the "suit"; (2) Immediately send us copies of any de- mands, notices, summonses or legal papers received in connection with the "suit"; Notify any other insurer whose coverage is available to the indemnitee; and (4) Cooperate with us with respect to coor- dinating other applicable insurance available to the indemnitee; and b. Provides us with written authorization to: (1) Obtain records and other information related to the "suit"; and (2) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys fees incurred by us in the defense of that indem- nitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supple- mentary Payments. Notwithstanding the provisions of Paragraph A.2.e.(2) of this endorsement, such payments will not be deemed to be damages for "personal and advertising injury" as described in Paragraph A.2.e.(2)(c) above and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys fees and necessary litiga- tion expenses as Supplementary Payments ends when: 1. We have used up the applicable limit of insur- ance in the payment of judgments or settle- ments; or 2. The conditions set forth above, or the terms of the agreement described in Paragraph 6. above, are no longer met. (3) Page 2of2 © ISO Properties, Inc., 2001 CG 22 74 10 01 0 Policy #BMGG100034-01 COMMERCIAL GENERAL LIABILITY CG20010413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG20010413 © Insurance Services Office, Inc., 2012 Page 1 of 1 / A� O® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 02/13/2025 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 RSC Insurance Brokerage, Inc. 2900 SW 149 Street Miramar FL 33027 CONTACT Laura Hawks NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL (hawks@risk-strategies.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Evanston Insurance Company 35378 INSURED Kent Security Services, Inc. 14600 Biscayne Blvd. North Miami FL 33181-1212 INSURER B : Markel Insurance Company 38970 INSURER C : OBE Insrance Company 39217 INSURER D : Republic Vanguard Insurance Company 40479 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 24-25 KSS Master 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 POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y BMGG100035-01 11/12/2024 11/12/2025 EACH OCCURRENCEDAMAGE $ 1,000,000 CLAIMS -MADE X OCCUR T PREMISESOr (Ea occurence) $ 100,000 X Errors & Omissions MED EXP (Any one person) $ 5,000 PERSONAL&ADVINJURY $ 1,000,000 GEN'LAGGREGATE P POLICY OTHER: X LIMIT APPLIES PRO MT- P PER: LOC GENERAL AGGREGATE $ 5,000,000 PRODUCTS-COMP/OPAGG 5,000,000 $ Errors & Omissions $ 1,000,000 B AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY )/ /• SCHEDULED AUTOS NON -OWNED AUTOS ONLY BMGA100019 11/12/2024 11/12/2025 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILYINJURY(Perperson) $ BODILYINJURY(Peraccident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE Y Y BMGE100034-01 11/12/2024 11/12/2025 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N/A Y P0014CE241917509C 01/26/2024 01/26/2025 X STATUTE EORH E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ D Hired Non -Owned Auto Symbol 8&9 CNO629051502 02/16/2024 02/16/2025 Combined Single Limit 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Omni CRA, 1401 N. Miami Ave, 2nd Floor, Miami , FL 33136 & City of Miami, 444 SW 2nd Ave, 4th Floor, Miami, FL 331300MNI CRA & City of Miami are additional insured as respects General Liability & Excess Liability. Coverage is primary and non-contributory. Waiver of subrogation applies in favor of the certificate holders for General Liability, Excess Liability and Workers Compensation. CGL policy includes Personal & Advertising Injury coverage for false arrest, detention & imprisonment. With respects to the Excess Liability:Any additional insured under any policy of "underlying insurance" will automatically be an additional insured under this policy. If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance required by the contract, less any amounts payable by any "underlying insurance". Additional insured coverage provided by this insurance will not be broader than coverage provided by the "underlying insurance". CERTIFICATE HOLDER CANCELLATION Omni CRA 1401 N. Miami Ave, 2nd Floor Miami FL 33136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: BMGG100035-01 COMMERCIAL GENERAL LIABILITY CG20370413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations As required by written contract signed by both parties and executed prior to commencement of operations. All Locations. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. 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. CG20370413 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG20010413 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: BMGG100035-01 COMMERCIAL GENERAL LIABILITY CG20100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations As required by written contract signed by both parties and executed prior to commencement of operations. All Locations. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. 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 2. 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. CG20100413 © Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. 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. Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 0413 Olivera, Rosemary From: De Los Santos, Jesly Sent: Wednesday, February 26, 2025 2:34 PM To: Hannon, Todd Cc: Olivera, Rosemary; Ewan, Nicole; Jones, Isiaa; Soliman, Jihan; Jones, Kenya Subject: 24-653 Kent Security - Supplemental Agreement Attachments: Kent Security - Supplemental Agreement - Fully Executed 02.25.25.pdf Good afternoon, Please find attached a fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Best regards, Jesly De Los Santos Executive Assistant, OMNI-CRA 1401 N. Miami Avenue, Miami, FL 33136 Off: 305 679-6856 Email: I Q:u r l oa ire U:o(ia iI.1..1 h iIv :) irrl Website: www.omnicra.com 1111111111111111111 Disclaimer: This e-mail is intended only for the individual(s) or entity(s) named within the message. This e-mail may contain legally privileged and confidential information. If you properly received this e-mail as a client or retained expert, please hold it in confidence to protect the attorney -client or work product privileges. Should the intended recipient forward or disclose this message to another person or party, that action could constitute a waiver of the attorney -client privilege. If the reader of this message is not the intended recipient, or the agent responsible to deliver it to the intended recipient, you are hereby notified that any review, dissemination, distribution or copying of this communication is prohibited by the sender and to do so might constitute a violation of the Electronic Communications Privacy Act, 18 U.S.C. section 2510-2521. Please notify us by reply e-mail and delete the original message. Nothing in this e-mail message shall, in and of itself, create an attorney -client relationship with the sender. Under Florida Law, e-mail addresses and the contents of the e-mail are public records. If you do not want your e-mail address, or the contents of the e-mail, released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by phone or in writing. 1