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CONTRACT - ALOTERRA RESTORATION SERVICES, LLC - RFP - 9684 GENERAL ENVIRONMENTAL SERVICES
Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 1 of 18 PROFESSIONAL SERVICES AGREEMENT WORK ORDER THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and ALOTERRA RESTORATION SERVICES, LLC, a Colorado Limited Liability Company, hereinafter referred to as the "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with any project Work Orders for RFP 9684 General Environmental Services issued by the City. A blank sample of a work order is attached hereto as Exhibit A, consisting of two (2) pages, and is incorporated herein by this reference. No Work Order shall exceed $150,000. A general scope of services is attached hereto as Exhibit C, consisting of three (3) pages, and is incorporated herein by this reference. The City reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. The term “Work” as used in this Agreement shall include the services and deliverables contained in Exhibit C and any Work Orders issued by the City. The City may, at any time during the term of a particular Work Order and without invalidating such Work Order, make changes to the scope of the particular services. Such changes shall be agreed upon in writing by the parties by Change Order, a sample of which is attached hereto as Exhibit B, consisting of one (1) page, and incorporated herein by this reference. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 4. Contract Period. This Agreement shall commence February 1, 2023, and shall continue in full force and effect until January 31, 2024, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed two (2) additional one year periods. Renewals will be subject to a maximum three percent (3%) escalation each year. Written notice of renewal shall be provided to the Professional and mailed no later than thirty (30) days prior to contract end. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 2 of 18 5. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least ten (10) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. In the event of early termination by the City, the Professional shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Professional shall submit a final invoice within ten (10) days of the effective date of termination. Undisputed invoices shall be paid Net 30 days of the date of the invoice. Such payment shall be the Professional's sole right and remedy for such termination. 6. Notices. All notices provided under this Agreement shall be effective immediately when emailed or three (3) business days from the date of the notice when mailed to the following addresses: Professional: City: Copy to: AloTerra Restoration Services, LLC Attn: John Giordanengo 320 E. Vine Dr. Ste. 314 Fort Collins, CO 80524 john@aloterraservices.com City of Fort Collins Attn: Kathryne Marko PO Box 580 Fort Collins, CO 80522 kmarko@fcgov.com City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com 7. City Representative. The City will designate, prior to commencement of the Work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 8. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorney’s fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain insurance in accordance with Exhibit E, consisting of one (1) page, attached hereto and incorporated herein. 9. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable not-to-exceed direct cost basis in accordance with Exhibit D, consisting of one (1) page, attached hereto and incorporated herein. Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs are permissible. The amounts of all such DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 3 of 18 partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's reimbursable direct costs. Final payment shall be made following acceptance of the W ork by the City. Upon final payment, all designs, plans, reports, specifications, drawings and other services rendered by the Professional shall become the sole property of the City. Invoices shall be emailed to invoices@fcgov.com with a copy to the City Representative. The cost of the work completed shall be paid to the Professional following the submittal of a correct itemized invoice by the Professional. The City is exempt from sales and use tax. The City’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The City pays invoices on Net 30 days from the date of the invoice. 10. Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8 -186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. 11. License. Upon execution of this Agreement, the Professional grants to the City an irrevocable license to use any and all sketches, drawings, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models and other Work Order deliverables (the “Instruments of Service”), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the City substantially performs its obligations under the Agreement. The license granted hereunder permits the City and third parties reasonably authorized by the City to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the project. In addition, the license granted hereunder shall permit the City and third parties reasonably authorized by the City to reproduce and utilize the Instruments of Service for similar projects, provided however, in such event the Professional shall not be held responsible for the design to the extent the City deviates from the Instruments of Service. This license shall survive termination of the Agreement by default or otherwise. 12. Project Drawings. Upon request and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival quality, prepared on stable mylar base material using a non-fading process to provide for long storage and high quality reproduction. "CD" disc of the as-built drawings shall also be submitted to the owner in and AutoCAD version no older than the established City standard. The Professional acknowledges the City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1, et seq. (the “CORA”), and documents in the City’s possession may be considered public records subject to disclosure under the CORA. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 4 of 18 13. Progress Status Report. A progress status report is required to accompany all invoices and shall be submitted to the City Representative. The progress status report shall contain a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 14. Independent Contractor. The services to be performed by the Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of the Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 15. Subcontractors/Subconsultants. The Professional may not subcontract any of the Work set forth in the applicable Work Order without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor/subconsultant must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor/subconsultant will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor/subconsultant and the City, nor will it obligate the City to pay or see to the payment of any subcontractor/ subconsultant, and (d) the Work of the subcontractor/subconsultant will be subject to inspection by the City to the same extent as the Work of the Professional. The Professional shall require all subcontractors performing Work hereunder to maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit E, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Professional shall maintain a copy of each subcontract’s certificate evidencing the required insurance. Upon request, the Professional shall promptly provide the City with a copy of such certificate(s). 16. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 17. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the Work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 18. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 5 of 18 terms of this Agreement, such party may be declared in default. 19. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail themselves of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 20. Entire Agreement; Binding Effect; Order of Precedence; Authority to Execute. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties regarding this transaction and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. In the event of a conflict between terms of the Agreement and any exhibit or attachment, the terms of the Agreement shall prevail. Each person executing this Agreement affirms that they have the necessary authority to sign on behalf of their respective party and to bind such party to the terms of this Agreement. 21. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. The Parties further agree that Larimer County District Court is the proper venue for all disputes. If the City subsequently agrees in writing that the matter may be heard in federal court, venue will be in Denver District Court. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 22. Prohibition Against Unlawful Discrimination. The City, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, affirmatively ensures that for all contracts entered into with the City, disadvantaged business enterprises are afforded a full and fair opportunity to bid on the contract and are not to be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 6 of 18 an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its vendors to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractors/subconsultants at every tier. 23. Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable law. 24. Colorado Open Records Act. The City is subject to Sec. 24-72-201 et seq. of the Colorado Revised Statute (CORA). This Agreement is subject to public disclosure in whole pursuant to CORA. 25. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit F - Confidentiality, consisting of three (3) pages, attached hereto and incorporated herein by this reference. 26. Force Majeure. No Party hereto shall be considered in default in the performance of an obligation hereunder to the extent that performance of such obligation is delayed, hindered, or prevented by force majeure. Force majeure shall be any cause beyond the control of the defaulting Party which could not reasonably have been foreseen and guarded against. Force majeure includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference by civil or military authorities, compliance with regulations or orders of military authorities, and acts of war (declared or undeclared), provided such cause could not have been reasonably foreseen and guarded against by the defaulting Party. Force majeure shall not include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or compliance with regulations or orders of civil authorities. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within ten (10) days from the onset of such condition. [Signature Page Follows] DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 7 of 18 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director Date: ATTEST: APPROVED AS TO FORM: ALOTERRA RESTORATION SERVICES, LLC By: Printed: Title: Date: DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 1/22/2023 Owner John Giordanengo Assistant City Attorney ll 1/27/2023 City Clerk Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 8 of 18 EXHIBIT A WORK ORDER FORM PURSUANT TO A MASTER AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND ALOTERRA RESTORATION SERVICES, LLC WORK ORDER NUMBER: PM's Tracking # PROJECT TITLE: ORIGINAL BID/RFP NUMBER & NAME: 9684 General Environmental Services MASTER AGREEMENT EFFECTIVE DATE: February 1, 2023 ARCHITECT/ENGINEER: If using a 3rd party architect/engineer or City PM/Engineer OWNER’S REPRESENTATIVE: City Representative WORK ORDER COMMENCEMENT DATE: WORK ORDER COMPLETION DATE: MAXIMUM FEE: (time and reimbursable direct costs): PROJECT DESCRIPTION/SCOPE OF SERVICES: Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Master Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Master Agreement and this Work Order (including the attached forms) the Master Agreement shall control. The attached forms consisting of ( ) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given after all parties have signed this document. PROFESSIONAL: AloTerra Restoration Services, LLC By: Date: Name: Title: DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 9 of 18 OWNER’S ACCEPTANCE & EXECUTION: This Work Order and the attached Contract Documents are hereby accepted and incorporated herein by this reference. ACCEPTANCE: Date: Name, City Representative REVIEWED: Date: Name, Buyer or Senior Buyer APPROVED AS TO FORM: Date: Name,City Attorney's Title (if greater than $1,000,000) ACCEPTANCE: Date: Name, Title ACCEPTANCE: Date: Name, Title ACCEPTANCE: Date: Kendall Minor, Utilities Executive Director (if greater than $1,000,000) ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) ACCEPTANCE: Date: Kelly DiMartino, City Manager (if greater than $1,000,000) ATTEST: Date: City Clerk (if greater than $1,000,000) DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 10 of 18 EXHIBIT B CHANGE ORDER NO. PROJECT TITLE: PROFESSIONAL: AloTerra Restoration Services, LLC WORK ORDER NUMBER: PO NUMBER: DESCRIPTION: 1. Reason for Change: Why is the change required? 2. Description of Change: Provide details of the changes to the Work 3. Change in Work Order Price: 4. Change in Work Order Time: ORIGINAL WORK ORDER PRICE $ .00 TOTAL APPROVED CHANGE ORDER .00 TOTAL PENDING CHANGE ORDER .00 TOTAL THIS CHANGE ORDER .00 TOTAL % OF THIS CHANGE ORDER % TOTAL C.O.% OF ORIGINAL WORK ORDER % ADJUSTED WORK ORDER COST $ .00 PROFESSIONAL: AloTerra Restoration Services, LLC By: Date: Name: Title: ACCEPTANCE: Date: Name, City Representative REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Name, Title ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 11 of 18 EXHIBIT C GENERAL SCOPE OF SERVICES This agreement has four (4) primary objectives: 1. To provide the City with environmental services consultants with the depth of experience, staff capabilities, materials, and equipment required to address in a timely and competent manner the diverse environmental issues that face the City. 2. To develop a partnership between the City’s environmental management staff and the environmental services Consultant(s), focused on long-term cost savings and reduction in City expenditures through state-of-the-art approaches to compliance; effective management of environmental issues, assets, and liabilities; and use of competitive, cost-effective Consultants. 3. To support City staff and contractors in assuring that the City is proactively addressing its environmental responsibilities in a high-quality, integrated approach, protecting human health and the environment, cost-effectively complying with regulatory requirements, preventing pollution, and integrating environmentally sustainable practices. 4. To help make the City of Fort Collins a leader in sustainability, environmental management, quality, and compliance, resulting in the achievement of a better environment for the citizens of Fort Collins at a lower overall cost. The general environmental services herein include, but are not necessarily limited to, items and tasks in these areas: a. Environmental Auditing b. Water Quality Permitting and Compliance c. Air Quality Permitting and Compliance d. Ambient Air Quality Monitoring and Reporting e. Litigation Support/Expert Technical Analysis This section is intended to outline the categories in the general scope of work that may be needed by the City. It is possible that additional or extended similar services may be required at some point in time, and the City may choose to utilize the Consultant under such circumstances. These services could be applicable to City properties, operations, and/or services. However, the City makes no assurance that any specific service described in this section will be needed during the term of this contract. The Consultant shall provide all personnel, equipment and supplies necessary to complete the services set forth in the Scope of Work. Scope details, project schedule, deliverables, hours, hourly rates and personnel will be detailed as part of the project Work Order for each individual project. Fees will be based on those submitted in the RFP response. A. Environmental Auditing The Consultant will work with the City to: 1. Design and conduct audit programs needed to assess activities and services, and DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 12 of 18 assure environmental compliance. 2. Develop specific protocols for auditing environmental, health, and safety compliance and related issues. 3. Provide and report on specific environmental, health, and safety compliance assessments. 4. Design and provide oversight for environmental management systems and associated programs in accordance with ISO 14001 standards. B. Water Quality Permitting, and Compliance The Consultant will work with the City to: 1. Develop and prepare various permit applications (i.e. MS4, dewatering, construction stormwater, industrial stormwater, wastewater). 2. Advise the City on implications of current or proposed state, regional, or local water quality laws, regulations, ordinances, and standards. 3. Perform permit compliance tasks. 4. Perform water quality monitoring, record keeping, and reporting. 5. Prepare routine and special reports of water quality data. 6. Perform and assist with hydrogeological analyses. C. Air Quality Permitting and Compliance The Consultant will work with the City to: 1. Develop and prepare air permits. Perform air monitoring, record keeping, and reporting. Prepare routine and special reports of air quality data. 2. Advise the City on implications of pending or proposed federal, state, regional, or local air quality laws, regulations, ordinances, and standards. 3. Advise and assist in the development or review of risk management plans for responding to the accidental release of regulated substances. 4. Prepare air hazard assessment regarding release scenarios, zones of impact, identification of impacted receptors. 5. Design and conduct audit programs needed to assess activities and services, and assure environmental compliance. D. Ambient Air Quality Monitoring and Reporting The Consultant will work with the City to: 1. Procure, install, operate and maintain ambient air quality monitoring and sampling equipment and infrastructure. This includes regulatory, reference-quality monitoring that complies with EPA regulatory requirements (e.g., ozone, oxides of nitrogen and particulates) for National Ambient Air Quality Standards. This may also include non- regulatory monitoring such as particulate sensors, continuous monitoring for Volatile Organic Compounds (VOCs) and/or integrated whole air canister VOC sample collection and analysis. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 13 of 18 2. Procure, install, operate and maintain cameras and sky quality meters to record daytime and dark sky related visibility images and conditions. 3. Design, host and maintain a web page to display maps, real-time data, calculations, graphs, images, data summaries and other general air quality information. 4. Develop reports, plans, procedures, and protocols. E. Litigation Support/Expert Technical Analysis Upon request by the City Attorney’s designee or the Executive Director’s designee, the Consultant shall provide environmental litigation support and technical assistance as indicated below: 1. Testifying and non-testifying experts – provide testifying experts and non-testifying experts. 2. Training - provide training on topics, such as the Clean Water Act, control technologies, groundwater and associated fate and transport. 3. From Expert evaluation of existing information, such as the review and interpretation of chemical, hydrogeologic, and risk data. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 14 of 18 EXHIBIT D BID SCHEDULE DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 15 of 18 EXHIBIT E INSURANCE REQUIREMENTS The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. Insurance certificates should show the certificate holder as follows: City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 The City, its officers, agents and employees shall be named as additional insureds on the Professional's general liability and automobile liability insurance policies by marking the appropriate box or adding a statement to this effect on the certificate, for any claims arising out of work performed under this Agreement. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in work performed under this agreement. Workers' Compensation & Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee, or as required by Colorado law. B. General Liability. The Professional shall maintain during the life of this Agreement such General Liability as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for General Liability, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. C. Automobile Liability. The Professional shall maintain during the life of this Agreement such Automobile Liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for Automobile Liability, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. D. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. In the event any work is performed by a subcontractor/subconsultant, the Professional shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor/ subconsultant, which liability is not covered by the subcontractor/subconsultant's insurance. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 16 of 18 EXHIBIT F CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by Professional under this Agreement, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this Agreement, the party who owns the confidential information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s confidential information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this Agreement refers to information which is not public and/or is proprietary and includes by way of example, but without limitation, City customer information, utility data, service billing records, customer equipment information, location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, and ideas. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, Professional shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the City, including but not limited to account, address, billing, consumption, contact and other customer data. In the case of disclosure in non-documentary form of non-customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information disclosed to the other party prior to the execution of this Agreement and related to the services for which Professional has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this Agreement with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this Agreement and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The City and Professional shall cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this section, which shall survive this Agreement as an on-going obligation of the Parties. Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, other than in the performance of obligations under this Agreement. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 17 of 18 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party (1) was generally known to the public through no wrongful act of the Receiving Party; (2) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (3) has been approved for release by a written authorization by the other party hereto; or (4) has been disclosed pursuant to a requirement of a governmental agency or by operation of law. 5. Required Disclosure. If the Receiving Party is required (by interrogatories, requests for info rmation or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with prompt notice of such request, so the Disclosing Party may seek an appropriate protective order or waive the Receiving Party’s compliance with this Agreement. The Receiving Party shall furnish a copy of this Agreement with any disclosure. 6. Notwithstanding paragraph 5, Professional shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required or authorized in writing by the City. 7. Red Flags Rules. Professional must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, Professional must take appropriate steps to mitigate identity theft if it occurs with one or more of the City’s covered accounts and must as expeditiously as possible notify the City in writing of significant breeches of security or Red Flags to the City. 8. Data Protection and Data Security. In addition to the requirements of paragraph 7, Professional shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of utility and customer information and shall have written agreements requiring any subcontractor to meet those standards. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit. a) Professional’s information security safeguards shall address the following elements: Data Storage, Backups and Disposal Logical Access Control (e.g., Role-Based) Information Classification and Handling Secure Data Transfer (SFTP and Data Transfer Specification) Secure Web Communications Network and Security Monitoring Application Development Security DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – AloTerra Restoration Services, LLC Page 18 of 18 Application Security Controls and Procedures (User Authentication, Security Controls, and Security Procedures, Policies and Logging) Incident Response Vulnerability Assessments Hosted Services Personnel Security b) Subcontractors. Professional may use subcontractors, though such activity shall not release or absolve Professional from the obligation to satisfy all conditions of this Agreement, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Customer Data received, for any subcontractor Professional may use. Accordingly, any release of data, confidential information, or failure to protect information under this Agreement by a subcontractor or affiliated party shall be attributed to Professional and may be considered to be a material breach of this Agreement. 9. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the Professional can ensure security for the Confidential Information so stored. Work stations or laptops to be used in the Work will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 10. The Agreement not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Work and at any time thereafter unless specifically authorized by the City in writing. 11. If Professional breaches this Agreement, in the City’s sole discretion, the City may immediately terminate this Agreement and withdraw Professional’s right to access Confidential Information. 12. Notwithstanding any other provision of this Agreement, all material, i.e., various physical forms of media in which Confidential Information is contained, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon such return of physical records, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer available to the Receiving Party. Written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. 13. Professional acknowledges that the City may, based upon the representations made in this Agreement, disclose security information that is critical to the continued success of the City’s business. Accordingly, Professional agrees that the City does not have an adequate remedy at law for breach of this Agreement and therefore, the City shall be entitled, as a non-exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this Agreement. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-001 (01/20) Page 1 of 2 © 2016 Philadelphia Consolidated Holding Corp. Tokio Marine Specialty Insurance Company E-PAC ENVIRONMENTAL CASUALTY PACKAGE POLICY DECLARATIONS Policy Number: EG000345-05 Renewal of: PPK22277937 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 stated in this policy. ITEM No. 1.Named Insured: AloTerra Restoration Services, LLC 2.Mailing Address: PO Box 212, Fort Collins, CO 80522 3.Policy Period: From: 05/26/2022 To: 05/26/2023 (12:01 A.M. Standard Time at Your Mailing Address) 4.Coverages, Limits of Insurance and Deductibles: Coverage Parts Limit of Insurance Deductibles A. Commercial General Liability – Occurrence $2,500 Per Occurrence General Aggregate Limit:$2,000,000 Products/Completed Operations Aggregate Limit:$2,000,000 Each Occurrence Limit:$1,000,000 Personal and Advertising Injury Limit:$1,000,000 Damage to Premises Rented to You Limit:$100,000 Medical Expense Limit:$10,000 B. Professional Liability Coverage – Claims-Made $5,000 Each Claim Aggregate Limit $2,000,000 Each Claim Limit $1,000,000 C. Contractors Environmental Coverage – Occurrence $2,500 Per Contamination Incident Aggregate Limit $2,000,000 Per Contamination Limit $1,000,000 1. Transportation Environmental Coverage – Occurrence $5,000 Per Contamination Incident Aggregate Limit $2,000,000 Per Contamination Limit $1,000,000 2.Non-Owned Location Coverage – Claims-Made $5,000 Per Contamination Incident Aggregate Limit $2,000,000 Per Contamination Limit $1,000,000 3. Premises Environmental Coverage – Time Element $NOT COVERED Per Contamination Incident Aggregate Limit $NOT COVERED Per Contamination Limit $NOT COVERED 4. Image Restoration Coverage $2,500 Per Contamination Incident Aggregate Limit $25,000 Per Contamination Limit $25,000 Premium: $8,103.00 Policy Fee: $175.00 CO S/L Tax: $248.34 Tax Filing: JSIS This policy is a claims-made policy which provides liability coverage only if a claim is made during the policy period or any applicable extended reporting period. - Mark Maher DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-001 (01/20) Page 2 of 2 © 2016 Philadelphia Consolidated Holding Corp. FOR COVERAGE PARTS LISTED IN ITEM 4., COVERAGE IS NOT PROVIDED UNLESS A LIMIT OF INSURANCE IS LISTED ABOVE FOR SUCH COVERAGE PART(S). REGARDLESS OF THE NUMBER OF COVERAGE PARTS WRITTEN UNDER THIS POLICY OR APPLICABLE TO ANY ONE OCCURRENCE, CLAIM, OR CONTAMINATION INCIDENT THE LIMITS OF INSURANCE SHOWN ABOVE APPLY ONCE FOR THE ENTIRE POLICY, AND NOT SEPARATELY FOR EACH COVERAGE PART. THE TOTAL POLICY AGGREGATE LIMIT SHOWN IN ITEM 5. IS THE MOST WE WILL PAY FOR THE SUM OF ALL COVERAGE AFFORDED UNDER THIS POLICY. 5.Total Policy Aggregate Limit:$2,000,000 6. Premium: Policy Fee: $8,103.00 $175.00 7.Rate:Flat / Non-Auditable 8.Retroactive Dates: Commercial General Liability:Not Applicable – Occurrence Professional Liability Coverage: 06/17/2014 Contractors Environmental Coverage: Not Applicable – Occurrence Transportation Environmental Coverage: Not Applicable – Occurrence Non-Owned Location Coverage: 05/10/2018 9.Form of Business:Limited Liability Company 10. Producers Name: Jencap Specialty Insurance Services Inc. 11. Producers Address: 2400 E. Katella Avenue, Suite 800, Anaheim, CA 92806 12. Endorsements Forming Part of this Policy When Issued: SEE THE SCHEDULE OF FORMS AND ENDORSEMENTS This policy has been signed by the Company’s President and Secretary. President Secretary CERTAIN PARTS OF THIS POLICY MAY INCLUDE CLAIMS-MADE AND REPORTED COVERAGE. CLAIMS-MADE AND REPORTED COVERAGE REQUIRES CLAIMS TO BE FIRST MADE AGAINST THE INSURED AND REPORTED TO THE COMPANY DURING THE POLICY PERIOD OR ANY APPLICABLE EXTENDED REPORTING PERIOD. OTHER SECTIONS OF THIS POLICY PROVIDE COVERAGE FOR CONTAMINATION THAT IS DISCOVERED BY THE INSURED DURING THE POLICY PERIOD AND REPORTED TO THE COMPANY DURING THE POLICY PERIOD. FOR COVERAGES OTHER THAN COMMERCIAL GENERAL LIABILITY, PAYMENT OF DEFENSE EXPENSES WILL REDUCE THE LIMITS OF INSURANCE AND ARE EXCESS OF THE APPLICABLE DEDUCTIBLE. READ THE ENTIRE POLICY CAREFULLY TO DETERMINE YOUR RIGHTS, DUTIES, AND WHAT IS OR IS NOT COVERED. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-001A (12/16) Tokio Marine Specialty Insurance Company E-PAC SCHEDULE OF FORMS AND ENDORSEMENTS Policy Number: EG000345-05 Named Insured: AloTerra Restoration Services, LLC FORMS AND ENDORSEMENTS MADE A PART OF THIS POLICY FORM NUMBER TITLE PIC-EPAC-001 (01/20) E-PAC DECLARATIONS PAGE PIC-EPAC-001A (12/16) E-PAC SCHEDULE OF FORMS AND ENDORSEMENTS CG 00 01 12 07 COMMERCIAL GENERAL LIABILITY COVERAGE FORM - Occurrence Basis PIC-EPAC-002 (12/16) PROFESSIONAL LIABILITY FORM - CLAIMS MADE PIC-EPAC-003 (12/16) CONTRACTORS ENVIRONMENTAL COVERAGE FORM - OCCURRENCE PIC-EPAC-005 (01/18) Transportation Environmental Coverage - Occurrence - Blanket PIC-EPAC-009 (12/16) Non-Owned Locations Coverage - Blanket PIC-EPAC-013 (12/16) PIC-EPAC-115 (12/16) PIC-EPAC-116 (12/16) Image Restoration Coverage Mold Specific Limits Retro Date and Deducibtle – Prof Liab Mold Specific Limits and Deductible – OCC CEC PIC-EPAC-300 (12/16) Additional Insured - Blanket - Ongoing Operations Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy; and, any other person or organization you are required to add as an additional insured under the contract or agreement described above. PIC-EPAC-302 (12/16) PIC-EPAC-313 (12/16) Additional Insured - Blanket - Completed Operations Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy; and, any other person or organization you are required to add as an additional insured under the contract or agreement described above. Your Professional Services - Scheduled Environmental Consulting including, Regulatory Consulting / Permitting; Construction or Project Management; Wetlands and Wildlife Consulting or Design; performed for a third party for a fee. PIC-EPAC-400 (12/16) PIC-EPAC-403 (12/16) PIC-EPAC-409 (12/16) Commercial General Liability Exclusions Endorsement Excluded Work or Operations Any work pertaining to or associated with communicable diseases, including but not limited to remediation, decontamination or disinfection of communicable diseases. Exclusion – New York and Louisiana PIC-EPAC-413 (12/16) Prior Claims Exclusion PIC-EPAC-418 (12/16) Excluded Professional Services Schedule of Excluded: Any work pertaining to or associated with communicable diseases, including but not limited to remediation, decontamination or disinfection of communicable diseases. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-001A (12/16) PIC-EPAC-700 (11/21) PIC-EPAC-702 (12/16) PIC-EPAC-702 (12/16) Common Policy Terms and Conditions Notice of Cancellation - Scheduled Entity Thirty (30) Days; Ten (10) Days for Non-Payment. Scheduled Entity: Colorado Dept of Agriculture Division of Plant Industry Pesticide/Pesticide Applicator Mailing Address: 305 Interlocken parkway Broomfield CO 80021 Notice of Cancellation - Scheduled Entity Thirty (30) Days; Ten (10) Days for Non-Payment. Scheduled Entity: Northern Water Mailing Address: 220 Water Avenue 1509 York street Suite 201, Berhoud CO 80513 PIC-EPAC-704 (12/16) Primary and Non-Contributory - Blanket PIC-EPAC-708 (12/16) Waiver of Subrogation - Blanket PIC-EPAC-714 (12/16) Minimum Earned Premium - Non-Auditable (25%) CG 03 00 01 96 Deductible Liability Insurance - CGL Bodily Injury and Property Damage Liability Combined: $2,500 Per Occurrence CG 04 35 12 07 Employee Benefits Liability Coverage Limits: Each Employee: $1,000,000 Aggregate: $1,000,000 Deductible: $2,500 Retroactive Date: 5/10/2018 Premium: Included CG 20 34 07 04 Additional Insured - Lessor of Leased Equipment - Automatic Status When Req'd in Lease with You CG 21 07 05 14 CG 21 32 05 09 Exclusion - Access or Disclosure of Confidential or Personal Information and Data-Related Liability - Limited Bodily Injury Exception Not Included Communicable Disease Exclusion CG 21 46 07 98 CG 22 50 04 13 Abuse or Molestation Exclusion Exclusion – Failure to Supply IL P 001 01 04 OFAC Endorsement TMSIC-SOS-CO (11/12) Service of Suit – CO PIC-EVP-147 (01/17) Exclusion – Certified Acts of Terrorism TMNOTICE 2 (2/20) Privacy Notice DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 COMMERCIAL GENERAL LIABILITY CG 00 01 12 07 CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 1 of 16 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 In- sured. 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 be- comes 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 in- surance does not apply. We may, at our discre- tion, 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 insur- ance in the payment of judgments or set- tlements under Coverages A or B or medi- cal expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under Supplementary Pay- ments – 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 (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 an "oc- currence" or claim, knew that the "bodily in- jury" 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 con- tinuation, 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 oc- curred by any insured listed under Paragraph 1. of Section II – Who Is An Insured or any "employee" authorized by you to give or re- ceive notice of an "occurrence" or claim, in- cludes any continuation, change or resumption of that "bodily injury" or "property damage" af- ter 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 un- der Paragraph 1. of Section II – Who Is An In- sured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other in- surer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has oc- curred or has begun to occur. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Page 2 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 e. Damages because of "bodily injury" include damages claimed by any person or organiza- tion for care, loss of services or death resulting at any time from the "bodily injury". 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 con- tract 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 subse- quent to the execution of the contract or agreement. Solely for the purposes of liabil- ity assumed in an "insured contract", rea- sonable attorney fees and necessary litiga- tion 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 attorney fees and litigation ex- penses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are al- leged. 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 un- der the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alco- holic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unem- ployment 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 dam- ages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability as- sumed by the insured under an "insured con- tract". DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 3 of 16 f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened dis- charge, dispersal, seepage, migration, re- lease 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 pol- icy as an additional insured with re- spect 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 in- sured, other than that additional in- sured; 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 han- dling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time trans- ported, handled, stored, treated, dis- posed 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 in- directly on any insured's behalf are per- forming operations if the "pollutants" are brought on or to the premises, site or lo- cation in connection with such opera- tions by such insured, contractor or sub- contractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lu- bricants or other operating fluids which are needed to perform the normal electrical, hydraulic or me- chanical 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 re- lease of the fuels, lubricants or other operating fluids, or if such fuels, lu- bricants 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 per- formed 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 connec- tion with operations being performed by you or on your behalf by a con- tractor 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 in- directly on any insured's behalf are per- forming 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 ef- fects of, "pollutants". DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Page 4 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 (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, re- move, contain, treat, detoxify or neutral- ize, 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, cleaning up, removing, containing, treating, de- toxifying 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 govern- mental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or en- trustment to others of any aircraft, "auto" or wa- tercraft 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, employ- ment, 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 entrust- ment to others of any aircraft, "auto" or water- craft 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 con- tract" 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 equip- ment 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 in the state where it is li- censed 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 equip- ment". 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 govern- ment, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental au- thority 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, restora- tion 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; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 5 of 16 (5) That particular part of real property on which you or any contractors or subcontrac- tors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those op- erations; or (6) That particular part of any property that must be restored, repaired or replaced be- cause "your work" was incorrectly per- formed 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 con- tents of such premises, rented to you for a pe- riod of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Prem- ises 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 exclu- sion 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. l. 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 sub- contractor. 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 danger- ous 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 ac- cidental 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 ex- pense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, re- placement, 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 ad- vertising 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. 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. q. Distribution Of Material In Violation Of Statutes "Bodily injury" or "property damage" arising di- rectly 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; or (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmit- ting, communicating or distribution of mate- rial or information. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Page 6 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 Exclusions c. through n. do not apply to damage by fire to premises while rented to you or tempo- rarily 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 be- comes 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 "per- sonal and advertising injury" to which this in- surance does not apply. We may, at our discre- tion, 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 insur- ance in the payment of judgments or set- tlements under Coverages A or B or medi- cal expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under Supplementary Pay- ments – Coverages A and B. b. This insurance applies to "personal and adver- tising 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 knowl- edge that the act would violate the rights of an- other and would inflict "personal and advertis- ing injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication of material, if done by or at the direction of the insured with knowl- edge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral or written publication 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 li- ability 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 con- tract to use another's advertising idea in your "advertisement". g. 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 per- formance 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 "advertise- ment". i. Infringement Of Copyright, Patent, Trademark Or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trade- mark, trade secret or other intellectual property rights. Under this exclusion, such other intellec- tual property rights do not include the use of another's advertising idea in your "advertise- ment". However, this exclusion does not apply to in- fringement, in your "advertisement", of copy- right, trade dress or slogan. j. 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 DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 7 of 16 (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 Sec- tion. 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 advertis- ing, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the in- sured hosts, owns, or over which the insured exercises control. l. 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 mis- lead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or es- cape of "pollutants" at any time. 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 govern- mental authority for damages because of testing for, monitoring, cleaning up, remov- ing, containing, treating, detoxifying or neu- tralizing, 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: (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 govern- ment, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental au- thority in hindering or defending against any of these. p. Distribution Of Material In Violation Of Statutes "Personal and advertising injury" arising di- rectly 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; or (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmit- ting, communicating or distribution of mate- rial or information. 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 "cover- age territory" and during the policy pe- riod; (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 examina- tion, 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 ap- plicable limit of insurance. We will pay reason- able expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic de- vices; and (3) Necessary ambulance, hospital, profes- sional nursing and funeral services. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Page 8 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 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 occu- pies. 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 work- ers' 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 opera- tions hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS – COVERAGES A AND B 1. We will pay, with respect to any claim we investi- gate 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 in- sured at our request to assist us in the investi- gation or defense of the claim or "suit", includ- ing 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 in- terest based on that period of time after the of- fer. 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 depos- ited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insur- ance. 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 dam- ages for which the insured has assumed the li- ability of the indemnitee in a contract or agree- ment that is an "insured contract"; b. This insurance applies to such liability as- sumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been as- sumed 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 inter- ests of the insured and the interests of the in- demnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indem- nitee 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 coor- dinating 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 DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 9 of 16 (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attor- neys' fees incurred by us in the defense of that in- demnitee, 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 – Cov- erage A – Bodily Injury And Property Damage Li- ability, 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 litiga- tion expenses as Supplementary Payments ends when we have used up the applicable limit of in- surance in the payment of judgments or settle- ments 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 insur- eds, 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 in- sured. Your members, your partners, and their spouses are also insureds, but only with re- spect 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 du- ties as your officers or directors. Your stock- holders 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 du- ties as trustees. 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 "em- ployees" 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 li- ability company), to a co-"employee" while in the course of his or her em- ployment or performing duties related to the conduct of your business, or to your other "volunteer workers" while perform- ing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volun- teer worker" as a consequence of Para- graph (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 (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 con- trol 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 mem- ber (if you are a limited liability company). DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Page 10 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 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 represen- tative 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 In- sured if there is no other similar insurance avail- able 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 re- gardless 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. 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 op- erations hazard". 4. Subject to Paragraph 2. above, the Personal and Advertising Injury Limit is the most we will pay un- der Coverage B for the sum of all damages be- cause of all "personal and advertising injury" sus- tained 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 dam- age" 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 Ex- pense Limit is the most we will pay under Cover- age 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 obliga- tions 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 pos- sible, 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 DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 11 of 16 (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 no- tice of the claim or "suit" as soon as practica- ble. c. You and any other involved insured must: (1) Immediately send us copies of any de- mands, notices, summonses or legal pa- pers 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 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 ap- plicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claim- ant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Cover- ages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Para- graph b. below applies. If this insurance is pri- mary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insur- ance 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 occu- pied 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 occu- pied by you with permission of the owner; or (iv) If the loss arises out of the mainte- nance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I – Coverage A – Bodily Injury And Property Dam- age Liability. (b) Any other primary insurance available to you covering liability for damages aris- ing out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. (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 de- fends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Page 12 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 (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 in- surance. (4) We will share the remaining loss, if any, with any other insurance that is not de- scribed 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 con- tributes equal amounts until it has paid its ap- plicable 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 Cover- age Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as ad- vance 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 computa- tion, 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 accu- rate and complete; b. Those statements are based upon representa- tions 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 in- surance 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 in- sured 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 expi- ration 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 mar- ket segments about your goods, products or ser- vices 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 ser- vices for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: a. A land motor vehicle, trailer or semitrailer de- signed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a com- pulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto" does not include "mobile equip- ment". DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 13 of 16 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death re- sulting 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 dam- age 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 simi- lar electronic means of communication provided the insured's responsibility to pay dam- ages 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". "Em- ployee" does not include a "temporary worker". 6. "Executive officer" means a person holding any of the officer positions created by your charter, con- stitution, by-laws or any other similar governing document. 7. "Hostile fire" means one which becomes uncon- trollable 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, defi- cient, 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 re- pair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of prem- ises that indemnifies any person or organiza- tion 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 op- erations 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 in- demnification 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 dam- age" to a third person or organization. Tort li- ability 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 con- struction 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: (a) Preparing, approving, or failing to pre- pare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifi- cations; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the in- sured's rendering or failure to render pro- fessional services, including those listed in (2) above and supervisory, inspection, ar- chitectural or engineering activities. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Page 14 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 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, water- craft or "auto" to the place where it is finally de- livered; 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 at- tached to the aircraft, watercraft or "auto". 12. "Mobile equipment" means any of the following types of land vehicles, including any attached ma- chinery 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, main- tained primarily to provide mobility to perma- nently 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 per- manently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building clean- ing, 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. However, self-propelled vehicles with the fol- lowing types of permanently attached equip- ment 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 clean- ing, 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 vehi- cle insurance law in the state 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 con- tinuous 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 oc- cupies, 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 or- ganization or disparages a person's or organi- zation's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of pri- vacy; f. The use of another's advertising idea in your "advertisement"; or g. Infringing upon another's copyright, trade dress or slogan in your "advertisement". DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 15 of 16 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. 16. "Products-completed operations hazard": a. Includes all "bodily injury" and "property dam- age" 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 pos- session; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the fol- lowing 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 con- tract 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 equip- ment or abandoned or unused materials; or (3) Products or operations for which the classi- fication, 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 "occur- rence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from com- puter 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 in- surance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such dam- ages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which the insured submits with our con- sent. 19. "Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- ployee" 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, dis- tributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose busi- ness 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, du- rability, performance or use of "your prod- uct"; and DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Page 16 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 (2) The providing of or failure to provide warn- ings or instructions. c. Does not include vending machines or other property rented to or located for the use of oth- ers 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, du- rability, performance or use of "your work", and (2) The providing of or failure to provide warn- ings or instructions. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-002 (12/16) Page 1 of 13 PROFESSIONAL LIABILITY COVERAGE Claims-Made and Reported Coverage THIS POLICY IS CLAIMS-MADE AND REPORTED COVERAGE. CLAIMS-MADE AND REPORTED COVERAGE REQUIRES CLAIMS TO BE FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD AND REPORTED TO THE COMPANY DURING THE POLICY PERIOD OR ANY APPLICABLE EXTENDED REPORTING PERIOD. DEFENSE EXPENSE REDUCES THE LIMITS OF INSURANCE AND IS INCLUDED WITHIN THE DEDUCTIBLE. READ THE ENTIRE POLICY CAREFULLY TO DETERMINE YOUR RIGHTS, DUTIES, AND WHAT IS OR IS NOT COVERED. Throughout this policy, the words “you” and “your” refer to the “named insured” shown in the Declarations. The words “we,” “us” and “our” refer to the Company providing this insurance. Other words and phrases that appear in “quotes” have special meaning. Refer to Section II. DEFINITIONS. The terms and conditions described in this coverage part are specific to this coverage part and are not applicable to any other coverage form or coverage part. In consideration of the premium paid and in reliance upon the statements that you provided to us in the application and any other supplemental information provided in connection with the application, we agree to provide coverage as shown in the Declarations and described as follows: I. INSURING AGREEMENT A. Professional Liability – Claims-Made 1. We will pay on behalf of the “insured” for “professional loss” in excess of the deductible that the “insured” becomes legally obligated to pay as a result of a “claim” caused by an actual or alleged negligent act, error or omission in the performance of “your professional services” provided: a. Such “claim” is first made against the “insured” and reported to us, in writing, during the “policy period”, or as expressly provided for in the “extended reporting period”, if applicable; and b. “Your professional services” were first rendered on or after the Professional Liability Retroactive Date listed at ITEM 8. of the Declarations, and prior to expiration of the “policy period”. 2. We will reimburse the “insured” for reasonable attorney fees, costs and expenses incurred in responding to a “disciplinary proceeding”, provided: a. A “disciplinary proceeding” is commenced during the “policy period” against you, by reason of any actual or alleged negligent act, error or omission in the rendering of “your professional services”; DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC 009 (12/16) Page 2 of 13 b. “Your professional services” that are subject to such “disciplinary proceeding” are first rendered for others on or after the Professional Liability Retroactive Date listed at ITEM 8. of the Declarations and before expiration of the “policy period”; and c. The “insured” reports the actual or alleged negligent act, error or omission to us during the “policy period” and prior to such “disciplinary proceeding”. The maximum amount payable, regardless of the number of “disciplinary proceedings” or the number of “insureds”, shall be $10,000 per “policy period”. The deductible shall not apply to this provision; however, any payments made by us under this provision will erode the applicable Limit of Insurance and are not in addition thereto. The Company will not be obligated to defend, or pay any fine, penalty or award resulting from any “disciplinary proceeding”. II. DEFINITIONS A. “Claim” means a written demand, notice, or assertion of a legal right seeking a remedy or alleging liability or responsibility on the part of you or any “insured” as a result of an alleged or actual act, error or omission. Such demand, notice, or assertion of a legal right includes, but is not limited to legal actions, orders, petitions or governmental or regulatory actions, filed against you or any “insured”. B. “Defense expense” means reasonable and necessary legal fees and expenses incurred in the defense, investigation or adjustment of any “claim” to which this insurance applies. “Defense expense” does not include salaries, wages, overhead or benefit expenses incurred by the “insured”, including but not limited to employees or supervisory or monitoring counsel, or legal fees or expenses incurred in connection with any dispute, disagreement or controversy arising out of the formation, interpretation, alleged breach, termination, or invalidity of this policy, or as to any other issue regarding the respective duties and responsibilities of us or any “ins ured” regarding this policy. C. “Employee” includes temporary and leased staff working on behalf of and under direct supervision and control by you, but only while acting within the scope of performing “your professional services”. Out of alphabetical order D. “Disciplinary proceeding” means any proceeding by a regulatory official or disciplinary agency to investigate charges made by a client or former client alleging professional misconduct in rendering or failing to render “your professional services”. E. “Extended reporting period" means either: 1. Automatic “extended reporting period” under Section VIII. EXTENDED REPORTING PROVISIONS, Paragraph A. Supplemental “extended DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC 009 (12/16) Page 3 of 13 reporting period” under Section VIII. EXTENDED REPORTING PROVISIONS, Paragraph B.; Whichever is applicable, in which to report a “claim” that was first made against the “insured” during the “policy period” following termination of coverage, as described in Section VIII. EXTENDED REPORTING PROVISIONS. F. “Inception date” means: (i) the first date shown in ITEM 3. in the Declarations; or (ii) with respect to any endorsement the Company issues after the first date shown in ITEM 3. in the Declarations, the effective date listed in such endorsement. G. “Insured” means: 1. The “named insured”; 2. Any past or present director, officer, partner or employee of the “insured”, including a temporary or leased “employee”, while acting within the scope of his or her employment as such; 3. Any joint venture in which you participate as a member or co-venturer, but solely with regard to your liability as arising out of “your professional services” provided in such joint venture. “Insured” does not include the legal entity itself, the joint venture itself or any other entity that is part of either the legal entity or joint venture. H. “Named insured” means the individual or entity shown in ITEM 1. in the Declarations and responsible for acting on behalf of all insureds, if any, under this policy, as described in J. “Sole Agent” of the Common Policy Terms and Conditions endorsement. I. “Policy period” means the period set forth in ITEM 3. of the Declarations, or any shorter period arising as a result of cancellation of this policy. J. “Professional loss” means: 1. A monetary judgment, award or settlement of compensatory damages; 2. Only where insurance coverage is allowable by law for: a. Civil fines and penalties assessed against a third party other than the “insured” for which the “insured” is legally liable; b. Civil fines and penalties assessed against the “insured”; and c. Punitive, exemplary or multiplied damages for which the “insured” is legally liable; and DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC 009 (12/16) Page 4 of 13 3. “Defense expense” associated with Subsections 1. and 2. of this definition referenced above. “Professional loss” does not include: (a) Injunctive or equitable relief; (b) The return of fees or charges for services rendered; (c) Costs and expenses incurred by the “insured” to redo, change, supplement or fix the “insured’s” work or services, including redesign, unless we have agreed, in writing, to such costs as part of a claim settlement; or (d) Any of the “insured’s” overhead, mark-up or profit. K. “Responsible individual” means any officer, director, partner or project manager of the “insured” or; the manager or supervisor of the “insured” who is responsible for environmental or health and safety affairs, risk management or compliance. L. “Professional services” means services performed by you or on your behalf for your client that arise out of a vocation, calling, occupation, or employment involving specialized knowledge, labor, or skill, and the labor or skill involved is predominantly mental or intellectual, rather than physical or manual and includes but is not limited to the following: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; 2. Supervisory, inspection, quality control, architectural or engineering activities; 3. Any testing, evaluation, analysis, investigation, design, consultation or advice performed or provided by or on the “insured’s” behalf; or 4. The reporting of any testing, evaluation, analysis, investigation. III. LIMITS OF INSURANCE AND DEDUCTIBLE The Limits of Insurance and the Deductible shown in ITEM 4. B. of the Declarations and the rules listed below fix the most we will pay regardless of the number of “insureds”, acts, errors, omissions, “claims” or claimants: A. The Professional Liability Aggregate Limit shown in ITEM 4. B. of the Declarations is the most we will pay for all “professional loss” under this policy. B. The most we will pay for “claims” from any one “professional loss”, under the Insuring Agreement or endorsement is the applicable Professional Liability Limit of DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC 009 (12/16) Page 5 of 13 Insurance shown in ITEM 4. B. of the Declarations, or on an applicable endorsement. If no Limit of Insurance is shown for a particular Insuring Agreement in the Declarations or on the applicable endorsement, then no coverage is provided under that particular Coverage Part or Insuring Agreement. C. All “professional loss” arising out of the same, related or continuous acts, errors or omissions in rendering or failure to render “your professional services” shall be deemed to arise out of a single act, error or omission to which the Professional Liability Limit of Insurance and Deductible shall apply. D. Regardless of the “policy period” in which such “claim” or other coverage afforded under this policy is reported to us, and arising out of such act, error or omission, we will consider it to have been first made under the policy in effect at the time the “insured” first becomes aware of such act, error or omission. The Limits of Insurance from that policy only will apply. In the event that more than one Deductible amount could apply to the same act, error or omission and resulting “professional loss” or other coverage afforded under this policy, only the highest Deductible amount may be applied. E. We will pay the amount of “professional loss” in excess of the applicable Deductible and up to the applicable Professional Liability Limit of Insurance. In no event will payment exceed the Professional Liability Aggregate Limit shown in ITEM 4. of the Declarations. In the event that we advance any portion of the Deductible, the “insured” shall reimburse us for those amounts promptly and as soon as possible. IV. EXCLUSIONS This policy does not apply to “claims” for “professional loss” or “defense expense” for: A. Bankruptcy Based upon or arising out of bankruptcy or insolvency of an “insured” or of any other individual, firm or organization. B. Contractual Liability Based upon or arising out of the “insured’s”: 1. Liability of others assumed under any contract or agreement; or 2. Breach of contract or agreement. This exclusion does not apply to liability: a. That the “insured” would have in the absence of such contract or agreement; DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC 009 (12/16) Page 6 of 13 b. For actual or alleged negligent acts, errors or omissions in the performance of “your professional services”. C. Criminal Fines Based upon or arising out of any criminal fines, criminal assessments or criminal penalties. D. Damage to Insured’s Product Based upon or arising out of the “named insured’s” product or work. E. Damage to Insured’s Property Based upon or arising out of physical injury to or destruction of property owned by an “insured” or leased, rented, or loaned to an “insured”, including property in the “insured’s” care, custody and control. F. Discrimination Based upon or arising out of discrimination by an “insured” on the basis of race, creed, national origin, disability, age, marital status, sex, or sexual orientation. G. Employer Liability Based upon or arising out of “bodily injury” to any “employee”, partner or member of any “insured” or by anyone who has a right to make a claim against any “insured” because of any employment, blood, marital or any other relationship with such “employee”, partner or member. This exclusion applies: 1. Whether the “insured” may be responsible as an employer or in any other capacity; or 2. To any obligation to share damages with or repay someone else who must pay damages because of “claims”. H. Fiduciary Liability Based “insured’s” services and/or capacity as: 1. An officer, director, partner, trustee or employee of an organization not identified in ITEM 1. of the Declarations, or charitable organization or pension, welfare, profit sharing, mutual or investment fund or trust; or 2. A fiduciary pursuant to the Employee Retirement Income Security Act of 1974 and its amendments, or any regulation or order issued pursuant thereto; or any other employee benefit plan. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC 009 (12/16) Page 7 of 13 I. Hostile Acts Based upon or arising out of any consequence of, whether direct or indirect, war, invasion, act of a foreign enemy, hostilities whether declared or not, civil war, rebellion, revolution, insurrection, military or usurped power, or any covert military action. J. Insurance and Suretyship Based upon or arising out of the requiring, obtaining, procuring, purchasing, maintaining, advising as to, or the failure to require, obtain, procure, purchase, maintain or advise as to any form of insurance, suretyship or bond, either with respect to any “insured” or any individual or organization. K. Insured versus Insured Based upon or arising out of a “claim” by any “insured” against any other “insured” under this policy. L. Known Conditions Based upon or arising out of any actual or alleged negligent act, error or omission in “your professional services” or fact, circumstance, event or situation that could reasonably be expected to give rise to a “claim” under this policy in existence prior to the “inception date” or prior to the effective date of an endorsement to this policy and known by or reasonably should have been known by any “responsible individual” of the “insured”. M. Personal Injury Based upon or arising out of the false arrest, humiliation, harassment, detention, imprisonment, wrongful entry or eviction or other invasion of private occupancy, malicious prosecution, abuse of process, libel, slander, harassment, or other defamatory or disparaging material, or a publication or an utterance in violation of an individual’s right of privacy. N. Prior Claims Based upon or arising from a “claim” or circumstances reported or required to be reported by you under any other insurance that was in effect prior to the applicable “inception date” and was not issued by us or one of our affiliates. O. Product Liability Based upon or arising out of goods or products designed, manufactured, sold, handled or distributed by the “insured” or others trading under the “insured’s” name, after possession of such goods or products has been relinquished by the insured or others trading under its name. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC 009 (12/16) Page 8 of 13 P. Related Entities Based upon or arising out of an “insured’s” involvement; (i) in “your professional services” performed by, or on behalf of, any organization, or subsidiary or affiliate thereof, not named in the Declarations, which an “insured” controls, manages, operates or holds more than a 25% ownership interest in, or which controls, manages, operates or holds more than a 25% ownership interest in an “insured” or (ii) as a partner, officer, director, stockholder, employer or “employee” of a business enterprise not named in the Declarations Q. Securities Violations Based upon or arising out of any violation of the Securities Act of 1933 as amended or the Securities Exchange Act of 1934 as amended or any state Blue Sky or securities law or similar State, Federal or other governmental law, statute, regulati on or order issued pursuant to any of the foregoing statutes. R. Separately Insured Project Based upon or arising out of any project that is insured under a valid and collectible project specific insurance policy, including but not limited to a project specific policy, owner protective insurance policy, owner controlled insurance program, contractor controlled insurance program, wrap-up policy or other similar policy or program, under which an “insured” is provided coverage similar to this policy. This exclusion does not apply to projects specifically scheduled as an Insured Project in an endorsement to this policy. S. Vehicles Based upon or arising out of the use, maintenance or operation of an automobile, aircraft, watercraft or other conveyance. T. Warranties and Guarantees Based upon or arising out of any express warranty or guarantee. This exclusion does not apply to a warranty or guarantee by the “insured” that “your professional services” conform to generally accepted standards or a legal obligation that you would have in absence of such warranty or guarantee. U. Willful Non-Compliance and Dishonest Acts Based upon, arising out of or attributable to: 1. A “responsible individual’s” intentional, willful or deliberate noncompliance with or intentional disregard of any statute, regulation, ordinance, administrative complaint, notice of violation, notice letter, executive order, or instruction of any governmental agency or body; or DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC 009 (12/16) Page 9 of 13 2. Actual or alleged fraudulent, dishonest, knowingly wrongful or malicious conduct by or at the direction of the “responsible individual”. V. Workers Compensation / Employment Practices Based upon or arising out of: 1. The Merchant Marine Act of 1920 (Jones Act) or any workers compensation, unemployment compensation, disability, employee benefits, profit sharing, ERISA law or similar or related laws; or 2. Any type of employment relationship, terms of conditions of employment, or law relating to the employment of any person, including but not limited to: (i) termination of employment; (ii) refusal to employ; or (iii) any employment- related practices, policies, procedures, acts or omissions. V. DEFENSE AND SETTLEMENT A. We shall have the right and duty to defend any “insured” against any “claim” to which this insurance applies, even if such claim is groundless, false or fraudulent. For any “claim” for “professional loss” to which this insurance applies, we will pay “defense expense” in excess of the deductible: (i) for the investigation or defense of such “claim”: or (ii) incurred in connection with the payment of such “professional loss”. “Defense expense” is included within the Limits of Insurance and is included within the Deductible stated in ITEM 4. B. of the Declarations. Our duty to defend and to pay “defense expenses” ends once the Limits of Insurance are exhausted or tendered into a court of applicable jurisdiction or once the “insured” refuses a settlement offer as provided in Paragraph C. below. We shall have no duty to defend any “claim” or to pay “defense expense” for any “professional loss” to whi ch this insurance does not apply. B. We shall have the right to select counsel for the investigation, adjustment and defense of “claims” to which this insurance applies. The “insured” shall have the right to propose such counsel and we will consult with the “insured” on the selection. If more than one “insured” is involved in a “claim” to which this insurance applies, we may, in our sole discretion, appoint separate counsel for one or more of such “insureds” if there is a material (actual or potential) conflict of interest among any such “insureds”. C. We reserve the right, but not the duty, to at any time, with the “insured’s” consent, settle any “claim” to which this insurance applies as we deem expedient. If with respect to any “claim” to which this insurance applies, the “insured” refuses to consent to the first settlement acceptable to the claimant which we recommend to the “insured” in writing, and elects to further contest such “claim”, then our liability for such “claim” shall not exceed the amount for which such “claim” could have been settled, including legal expenses incurred, up to the date of such refusal, plus fifty (50) percent of covered “professional loss” under this policy in excess of such first settlement amount. It being a condition of this insurance that the remaining fifty (50) DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC 009 (12/16) Page 10 of 13 percent of such “professional loss” in excess of the first settlement amount is uninsured and shall be borne by the “insured” at the “insured’s” own risk. Notwithstanding the foregoing, this paragraph shall not apply until the settlement amount exceeds the deductible amount stated in ITEM 4. B. of the Declarations or applicable endorsement. In addition, if we recommend a first settlement of a “claim” to which this insurance applies within the policy’s applicable Limit of Insurance that is acceptable to the claimant, and the “insured” consents to such settlement, then the “insured’s” applicable deductible for such “claim” shall be retroactively reduced by ten (10) percent. It shall be a condition to such reduction that you must consent to the first settlement amount within thirty (30) days after the date we recommend to the “insured” such first settlement amount, or in the case of a first settlement amount which arises from a first settlement offer by the claimant, then within the time permitted by the claimant to accept such first settlement offer, but in all events no later than thirty (30) days after we recommend to the “insured” such first settlement offer. If the “insured” does not consent to the first settlement within the time prescribed above, the applicable deductible amount shall remain the respective amount set forth in ITEM 4. B. of the Declarations or applicable endorsement, even if consent is given to a subsequent settlement. VI. NOTICE AND CLAIM REPORTING PROVISIONS A. Notice under this policy shall be given by the “insured”, or on your behalf: 1. In writing to us at: One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004–0950 ATTN: Claims – Environmental 2. By fax at: 1 (800) 685-9238; or 3. By telephone at: 1 (800) 765-9749. As a condition precedent to our obligations under this policy, the “insured” shall give written notice to us as soon as practicable during the policy period of any “claim” made against the “insured” for “professional loss”. Oral notification must be followed with a written notice to us as soon as practicable during the policy period. VII. DUTIES IN THE EVENT OF A CLAIM A. The Insured’s Duties As a condition precedent to our obligations under this policy, in the event of a “claim” under this policy and pursuant to VI. NOTICE AND CLAIM REPORTING PROVISIONS above, the “insured” shall: DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC 009 (12/16) Page 11 of 13 1. Give sufficient notice containing all reasonable ascertainable information including but not limited to the particulars sufficient to identify the “insured”, witnesses, injured parties, time, place and underlying circumstances to us; 2. Give sufficient notice to us regarding the specific particulars of any contamination and reasonably anticipated response to such contamination and extent of expected remediation expense that may reasonably be anticipated to be incurred as a result of any contamination; 3. Immediately forward to us every demand, notice, summons, or other process received by the “insured” or the “insured’s” representatives; 4. Authorize us to obtain records and other information on an “insured’s” behalf 5. Take reasonable measures to protect its interests and to mitigate “professional loss”. 6. Except at the “insured’s” sole expense, admit no liability, make no payments, assume no obligation and incur no expense without our prior written consent, except in the case of emergency expense; 7. Fully cooperate with us and, upon our request, assist in investigations, making settlements and in the conduct and defense of “claims” or contamination incidents, including but not limited to securing any rights of indemnity, contribution or apportionment that an “insured” may have. Upon our request, the “insured” shall, at the “insured’s” sole cost, provide us with a sworn proof of loss (we will provide forms), submit to an examination by our representatives, under oath, and shall attend inquiries, interviews, hearings, trials and depositions and shall assist in securing and giving evidence and in obtaining the attendance of witnesses and employees; and 8. Not demand or agree to arbitration of any “claim” or any part of your responsibilities for remediation expense, loss or other coverage afforded or contamination without our prior written consent. Such consent shall not be unreasonably withheld. VIII. EXTENDED REPORTING PERIOD PROVISIONS A. Automatic Extended Reporting Period 1. If you cancel or refuse to renew this policy or, if we cancel or refuse to renew this policy for reasons other than non-payment of premium or fraud or material misrepresentation on your part, we will provide to you a ninety (90) day automatic “extended reporting period”, at no additional charge. 2. The automatic “extended reporting period” will apply to any claim first made against you and reported to us in writing during the ninety (90) day extension period, but only with respect to: DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC 009 (12/16) Page 12 of 13 a. A negligent act, error or omission in “your professional services”, provided that “your professional services” are otherwise covered by this policy; or b. Contamination that the “named insured” discovers during the “policy period” and reports to us in writing during the “policy period”; or c. Solely with respect to contamination that the named insured discovers within twenty-four (24) hours prior to the termination of the policy and reports to us in writing during the five (5) days immediately following the termination of the policy; Provided that such contamination is otherwise covered by this policy. 3. If you purchase replacement coverage for this policy or a supplemental “extended reporting period” under B. below, the ninety (90) day automatic extension period will end on the effective date of the replacement coverage or on the effective date of the supplemental “extended reporting period”, whichever is earliest. B. Supplemental Extended Reporting Period 1. If you cancel or refuse to renew this policy or, if we cancel or refuse to renew this policy for reasons other than non-payment of premium or fraud or material misrepresentation on your part, you shall have the right to purchase a supplemental “extended reporting period” of three (3) years for a premium of not more than two hundred and fifty percent (250%) of the expiring policy premium. 2. The supplemental “extended reporting period” will apply to any claim first made against you and reported to us in writing during the supplemental “extended reporting period” but only with respect to: a. A negligent act, error or omission in “your professional services”, provided that “your professional services” are otherwise covered by this policy; or b. Contamination that the “named insured” discovers during the “policy period” and reports to us in writing during the “policy period”; or c. Solely with respect to contamination that the “named insured” discovers within twenty four (24) hours prior to the termination of the policy and reports to us in writing during the five (5) days immediately following the termination of the policy; Provided that such contamination is otherwise covered by this policy. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC 009 (12/16) Page 13 of 13 3. You must apply for this extension in writing, accompanied by payment of premium, prior to the expiration of the ninety (90) day automatic “extended reporting period” under A. above. C. Extended Reporting Periods The “extended reporting periods” are subject to the following conditions, as applicable: 1. All premium paid with respect to a supplemental “extended reporting period” shall be deemed to be fully earned as of the first day of the extension period. 2. The supplemental “extended reporting period” described herein shall commence upon the day that the automatic “extended reporting period” terminates. 3. For the purpose of any “extended reporting period”, any change in premium, deductible, Limits of Insurance or other terms or conditions at renewal is not a refusal to renew. 4. Limits of Insurance available during any “extended reporting period” shall not exceed the balance of the Limits of Insurance in effect at the time the policy terminated. 5. In the event similar insurance is in force covering any claims first made during the automatic “extended reporting period”, there is no coverage under this policy. 6. In the event similar insurance is in force covering any claims first made during the supplemental “extended reporting period”, coverage provided by this policy shall be excess over any such other insurance, including any applicable deductible or self-insured retention amounts of such other insurance. For purposes of this provision, other insurance includes all types of self-insurance, indemnification or other funding arrangement or program that is available to compensate an insured for liability. 7. Any “extended reporting period” does not extend the policy period. Any claim first made against you during an extended reporting period” will be deemed to have been first made during the last day of the “policy period”. IN WITNESS WHEREOF, WE HAVE CAUSED THIS POLICY TO BE SIGNED BY OUR PRESIDENT AND SECRETARY. THIS POLICY SHALL NOT BE VALID UNLESS SIGNED ON THE DECLARATIONS PAGE BY OUR DULY AUTHORIZED REPRESENTATIVE. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 1 of 18 CONTRACTORS ENVIRONMENTAL COVERAGE Occurrence Coverage DEFENSE EXPENSE REDUCES THE LIMITS OF INSURANCE AND IS INCLUDED WITHIN THE DEDUCTIBLE. READ THE ENTIRE POLICY CAREFULLY TO DETERMINE YOUR RIGHTS, DUTIES, AND WHAT IS OR IS NOT COVERED. Throughout this policy, the words “you” and “your” refer to the “named insured” shown in the Declarations. The words “we,” “us” and “our” refer to the Company providing this insurance. Other words and phrases that appear in “quotes” have special meaning. Refer to Section II. DEFINITIONS. The terms and conditions described in this coverage part are specific to this coverage part and are not applicable to any other coverage form or coverage part. In consideration of the premium paid and in reliance upon the statements that you provided to us in the application and any other supplemental information provided in connection with the application, all of which are incorporated and made a part of this policy, we agree to provide coverage as shown in the Declarations and described as follows: I. INSURING AGREEMENT A. Contractors Environmental Coverage – Occurrence We will pay on behalf of the “insured” for “loss” or “remediation expense” in excess of the deductible that the “insured” becomes legally obligated to pay as a result of “contamination” caused by “your contracting operations” or “completed operations”, but only if: 1. The “loss” or “remediation expense” is the result of: (i) a claim for “bodily injury, “property damage” or “environmental damage”; or (ii) “contamination” that caused the “insured” to incur “emergency expense”; and 2. The” bodily injury”, “property damage” or “environmental damage” first occurs during the “policy period”; and 3. The “bodily injury”, “property damage” or “environmental damage” is caused by an “occurrence”. II. DEFINITIONS A. “Bodily injury” means: 1. Physical injury, sickness or disease including associated medical or environmental monitoring; and 2. Mental anguish, emotional distress or shock sustained by any person; DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 2 of 18 Including death resulting therefrom. B. “Claim” means a written demand, notice, or assertion of a legal right seeking a remedy or alleging liability or responsibility on the part of you or any “insured”. Such demand, notice, or assertion of a legal right includes, but is not limited to legal actions, orders, petitions or governmental or regulatory actions, filed against you or any “insured”. C. “Completed operations” means work from “your contracting operations” that have been completed. “Your contracting operations” will be deemed completed at the earliest of the following times: 1. When all of “your contracting operations” to be performed in the contract are complete; 2. When all of “your contracting operations” to be done at a “project site” have been completed; or 3. When that part of “your contracting operations” at a “project site” have been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. “Your contracting operations” that may need service, maintenance, correction, repair or replacement, but are otherwise complete, will be deemed complete. D. “Contaminant” means any solid, liquid, gaseous or thermal irritant or pollutant, including but not limited to smoke, vapor, odors, soot, fumes, acids, alkalis, toxic chemicals, hazardous substances, petroleum hydrocarbons, legionella, electromagnetic fields, “mold”, silt, sediment and waste materials including but not limited to municipal, industrial, medical, pathological, and “low level radioactive waste and materials”. E. “Contamination” means: 1. The discharge, dispersal, release or escape of any “contaminants” into or upon land, or any structure on land, the atmosphere or any watercourse or body of water, including groundwater, caused directly by “your contracting operations” or “completed operations”, provided such “contaminants” are not naturally present in the environment in the amounts or concentrations discovered; 2. The presence of “contaminants” that have been disposed of or abandoned at a “project site” in violation of applicable “law” by parties other than an “insured” provided that prior to the “inception date” no “insured” knew or reasonably should have known of such presence, disposal or abandonment; or 3. The presence of “mold” on, at, or within buildings or structures. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 3 of 18 F. “Conveyance” means a land motor vehicle, trailer, semi-trailer, aircraft, rolling stock or watercraft. G. “Defense expense” means reasonable and necessary legal fees and expenses incurred in (i) the defense, investigation or adjustment of any “claim” to which this insurance applies or (ii) as a direct result of your discovery of any “contamination” to which this insurance applies. “Defense expense” does not include salaries, wages, overhead or benefit expenses incurred by the “insured”, including but not limited to “employees” or supervisory personnel or monitoring counsel, or legal fees or expenses incurred in connection with any dispute, disagreement or controversy arising out of the formation, interpretation, alleged breach, termination, or invalidity of this policy, or as to any other issue regarding the respective duties and responsibilities of us or any “insured” regarding this policy. H. “Emergency expense” means reasonable and necessary expenses incurred to contain, control or mitigate “contamination” covered under this insurance and that is an imminent and substantial endangerment to: 1. Public health, safety or welfare; or 2. The environment; Provided that: (i) the “insured” discovers such “contamination” within seventy-two (72) hours of the “contamination” first commencing; and (ii) incurs such “emergency expense” within seven (7) days after the “contamination” first commenced; and (iii) the “emergency expense” is incurred pursuant to “laws” that require an immediate response to “contamination”. I. “Employee” includes temporary and leased staff working on behalf of and under direct supervision and control by you, but only while acting within the scope of performing “your operations”, “completed operations” or “transportation”, as applicable. J. “Environmental damage” means direct physical damage to soil, plant or animal life, surface water or groundwater, building or structures, or indoor air caused by “contamination” and resulting in “remediation expense”. “Environmental damage” does not include “property damage”. K. “Environmental professional” means an individual or entity chosen by us, in consultation with the “insured”, who possesses certain minimal levels of education and training and experience and holds valid and applicable licensing, certifications and qualifications to address the “contamination”, and who maintains certain minimal levels of applicable insurance. L. “Inception date” means: (i) the first date shown in ITEM 3. in the Declarations; or (ii) with respect to any endorsement the Company issues after the first date shown in ITEM 3. in the Declarations, the effective date listed in such endorsement. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 4 of 18 M. “Insured” means: 1. The “named insured” 2. Any past or present director, officer, partner, member, or “employee” of the “insured”, but only while acting within the scope of his or her employment or authority as such; or 3. Any joint venture in which you participate as a member or co-venturer, but solely with regard to your liability arising out of “your contracting operations” provided in such joint venture. “Insured” does not include the legal entity itself, the joint venture itself or any other entity that is part of either the legal entity or joint venture. N. “Law” means any federal, state, provincial or local statutes, rules, regulations, ordinances, “Voluntary Clean Up” or “Risk Based Corrective Action Standards” and judicial or administrative orders and directives, and all amendments thereto, that apply to the “insured’s” liability or responsibility for “contamination”. O. “Loss” means monetary awards or settlements, previously agreed to in writing by us, of compensatory damages and, where allowable by law, punitive, exemplary, or multiplied damages, civil fines, penalties and assessments for “bodily injury” or “property damage”, together with related “defense expense” to which this policy applies. “Loss” does not include any non-pecuniary or injunctive relief, the return or withholding of fees or charges for services rendered by or on behalf of the “insured”, costs to correct, re-perform or complete any work, or any “insured’s” overhead, profit or mark up. P. “Low level radioactive waste” and “materials” means: (i) waste as defined in 10 CFR § 61.2; and/or (ii) material regulated by the U.S. Nuclear Regulatory Commission or an Agreement State under a Type A, B or C Specific License of Broad Scope as defined in 10 CFR § 33.11. Q. “Mold” means mold, mildew or any type or form of fungus including mycotoxins, spores, microbial volatile organic compounds or any other by-products produced by or released by fungi. R. “Named insured” means the person or entity named in ITEM 1. of the Declarations and responsible for acting on behalf of all other “insureds”, if any, under this policy as described in as described in “ J. Sole Agent” of the Common Policy Conditions endorsement. S. “Natural resource damage” means physical injury to or destruction of, including the resulting loss of value of, and assessment of such physical injury to or destruction of: land, fish, wildlife, biota, air, water, groundwater, drinking water supplies, and other such resources belonging to or managed by, held in trust by, appertaining to, or otherwise controlled by the United States (including the resources of the fishery DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 5 of 18 conservation zone established by the Magnuson-Stevens Fishery Conservation and Management Act (16 U.S.C. §1801a et seq.), any state or local government, any foreign government, any Indian tribe, or, if such resources are subject to a trust restriction on alienation, any member of an Indian tribe. T. “Occurrence” means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. U. “Policy period” means the period shown in ITEM 3. in the Declarations, or any shorter period arising as a result of cancellation of this policy. V. “Professional services” means services performed by you or on your behalf for your client that arise out of a vocation, calling, occupation, or employment involving specialized knowledge, labor, or skill, and the labor or skill involved is predominantly mental or intellectual, rather than physical or manual and includes, but is not limited to the following: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; 2. Supervisory, inspection, quality control, architectural or engineering activities; 3. Any testing, evaluation, analysis, investigation, design, consultation or advice performed or provided by or on the “insured’s” behalf; or 4. The reporting of any testing, evaluation, analysis, investigation. W. “Project site” means: 1. A site or location at which “your contracting operations” are performed; or 2. A site which is rented or leased by you and utilized in the direct support of “your contracting operations” for a specific contract or project. “Project site” does not include any of the following: a. Any location used for the recycling, treatment, storage or disposal of any waste or materials generated by “your contracting operations”; b. Any location owned, rented or leased by you or any subsidiary, affiliate or joint venture of yours that is not utilized in the direct support of “your contracting operations” for a specific contract or project. X. “Property damage” means: 1. Physical injury to or destruction of tangible property of parties other than the “insured” including the resulting loss of use and diminution in value thereof; DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 6 of 18 2. Loss of use, and diminution in value of tangible property of parties other than the “insured” that has not been physically injured or destroyed; and 3. “Natural resource damage”. “Property damage” does not include “remediation expense” or “environmental damage”. Y. “Remediation expense” means: 1. Reasonable and necessary expenses incurred for investigation, removal, abatement, disposal, treatment, clean-up or neutralization, including associated monitoring of “contaminants”: a. To the extent required by “law” or, in the absence of applicable “law”, to the extent recommended by an “environmental professional” taking into account the zoning, land use, geographic conditions, and use restrictions, if any, of the location where the “contamination” occurred, and in conformance with applicable industry or regulatory guidelines, standards or practices; or b. That have been actually incurred by any government department or agency in accordance with applicable “law”; 2. Monetary awards or settlements, previously agreed to in writing by us, of compensatory damages that the “insured” is legally obligated to pay for investigation, removal, abatement, disposal, treatment, clean-up or neutralization, including associated monitoring of “contaminants”; and 3. Where allowable by law, punitive, exemplary, or multiplied damages, civil fines, penalties and assessments for “environmental damage” to which this policy applies; 4. Includes “restoration expense” and “emergency expense”; and 5. Includes related “defense expense” to which this policy applies. However, “remediation expense” does not include “property damage”, or any non- pecuniary or injunctive relief, the return or withholding of fees or charges for services rendered by or on behalf of the “insured”, costs to correct, re-perform or complete any work, or any “insured’s” or overhead, profit or mark up. Z. “Responsible individual” means: 1. Any officer, director, partner or project manager of the “insured”; 2. The manager or supervisor of the “insured” who is responsible for environmental or health and safety affairs, compliance or risk management; DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 7 of 18 3. Any manager of a “project site”. AA. “Restoration expense” means only those reasonable and necessary costs incurred by an “insured” with our prior written consent to repair, replace or restore physically damaged real or personal property to substantially the same general condition it was in prior to being physically damaged, and only to the extent of such physical damage, provided that: 1. Such real or personal property is not owned by an “insured”; and 2. Such physical damage was directly caused by work performed in responding to “contamination” to which this insurance applies. However, “restoration expense” does not include: a. Any costs associated with betterments or improvements to, or depreciation of, such real or personal property, and will not exceed the actual cash value (replacement cost less depreciation) of such real or personal property; or b. Any increased costs to bring any real property into compliance with any ordinance or law that did not apply to such real property before any physical damage was incurred; or c. Any profit, overhead or general conditions. BB. “Transportation” means the movement of goods, materials, products or wastes beyond the boundaries of a “project site”. CC. “Voluntary Clean Up” or “Risk Based Corrective Action Standards” means those minimum standards adopted by the federal, state, provincial or local regulatory agency (the “Regulatory Authority”) having jurisdiction over the “contamination” and applied in consideration of the applicable zoning, land use, geographic conditions, and use restrictions, if any, of the location where the “contamination” occurred for purposes of obtaining a no further action letter, closure or similar approval from the “Regulatory Authority”. DD. “Your contracting operations” means only those activities and services performed by you or on your behalf at a project site and includes the means, method s, techniques, sequence, procedures and safety precautions and programs utilized by you in your operations. “Your contracting operations” does not include “Professional Services”. EE. “Your insured location” means only those properties or locations approved by us and listed in the Premises Environmental Coverage part endorsement or in Your Insured Location Schedule endorsed to this policy. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 8 of 18 III. LIMITS OF INSURANCE AND DEDUCTIBLE The Contractors Environmental Coverage Limits of Insurance and Deductible shown in ITEM 4. C. in the Declarations and the rules below fix the most we will pay regardless of the number of “insureds, contamination” incidents, “occurrences, claims” or claimants and “your insured locations”, as applicable: A. The Aggregate Limits shown in ITEM 4. C. in the Declarations is the most we will pay for the sum of all “loss, remediation expense” or other coverage afforded under this policy for each Insuring Agreement for which a corresponding Aggregate Limit of Insurance is listed in the Declarations. If no Limit of Insurance is listed for a particular Insuring Agreement in the Declarations, then the policy does not provide any coverage under that particular Insuring Agreement. B. Subject to the Paragraph III. A., above, the most we will pay for the sum of all “loss, remediation expense” or other coverage afforded under this policy arising from any single “contamination” incident, is the applicable Per Contamination Limit of Insurance shown in ITEM 4.C in the Declarations, or on an applicable endorsement. If no Limit of Insurance is shown for a particular Insuring Agreement in the Declarations, then no coverage is provided under that particular Insuring Agreement. C. The same, related, similar or continuous “contamination” shall be deemed to be a single “contamination” incident. D. Two or more “claims” arising out of or resulting from the same, related, similar or continuous “contamination” will be deemed to: (i) be a single “claim”; (ii) have been first made at the time the first such “claim” was made; and (iii) be subject to the Contractors Environmental Coverage Per Contamination Limit of Insurance shown in ITEM 4.in the Declarations or applicable endorsement subject to Paragraph III. E. below, if applicable. The same, related, similar or continuous “contamination” is “contamination” that is based upon, arises out of, is the result of or is logically or causally connected to the same, similar or related facts, circumstances, or situations. E. If the same, related, similar or continuous “contamination” results in “bodily injury”, “property damage” or “environmental damage” which occurs during policy periods of different Contractors Environmental Coverage policies that we or an affiliated company have issued to the “named insured”, all such “bodily injury”, “property damage” or “environmental damage” will be deemed to have occurred only on the date of first exposure to such “contamination” and only the policy in force on the date of such exposure shall apply. All resulting “loss” or “remediation expense” shall be subject to the Contractors Environmental Coverage Limits of Insurance shown in ITEM 4. C. in the Declarations, as applicable and deductible shown in ITEM 4. C. as applicable to such policy. For “bodily injury”, the date of first exposure is the date any individual is first exposed to “contamination”. For “environmental damage” or “property damage”, the date of first exposure is the date the “contaminants” were first discharged, dispersed, released or escaped. If the date of first exposure is prior to the first Contractors Environmental Coverage policy issued to you by us or an affiliated DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 9 of 18 company, or cannot be determined, and the “bodily injury”, “property damage” or “environmental damage” continues to occur during policy periods of more than one Contractors Environmental Coverage policies, then such “bodily injury”, “property damage” or “environmental damage” will be deemed to have occurred only on the effective date of the first applicable Contractors Environmental Coverage policy issued by us. F. We will not pay for “loss”, “remediation expense” or other coverage afforded under this Contractors Environmental Coverage policy unless the amount of “loss”, “remediation expense” or other coverage afforded under this Contractors Environmental Coverage policy exceeds the applicable deductible. In the event that we advance any portion of the deductible, the “insured” must reimburse us for those amounts as soon as possible. G. “Defense expense” is included within and will erode the deductible and the applicable Limit of Insurance. “Defense expense” will first be subtracted from the applicable Limit of Insurance, with the remainder of such Limit, if any, being available to pay “loss” or “remediation expense” resulting from a “claim” to which this insurance applies. Our duty to defend and to pay “defense expense” ends upon exhaustion of the applicable Limit of Insurance. IV. EXCLUSIONS This policy does not apply to “claims”, “loss”, “defense expense”, “remediation expense” or any other coverage afforded under this policy: A. Bankruptcy Based upon, arising out of bankruptcy or insolvency of an insured or any other individual, firm or organization. B. Contractual Liability Based upon or arising out of the “insured’s”: 1. Liability of others assumed under any contract or agreement; or 2. Breach of contract or agreement. This exclusion does not apply to: a. Liability that the “insured” would have in the absence of such contract or agreement; or b. Solely with regard to “your contracting operations”, liability assumed in a written contract or agreement for “your contracting operations”, provided that the “bodily injury”, “property damage” or “environmental damage” occurs DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 10 of 18 subsequent to the execution of such contract or agreement and does not arise from the client’s sole negligence. C. Criminal Fines Based upon, arising out of, or for any criminal fines, assessments, or penalties. D. Damage to Insured’s Product Based upon or arising out of “property damage” or “environmental damage” to the “named insured’s” product or work. However, this exclusion does not apply to “completed operations” or a “claim” for “environmental damage”. E. Damage to Insured’s Property Based upon or arising out of physical injury to or destruction of property owned by an “insured” or leased, rented, or loaned to an “insured”, including property in the “insured’s” care, custody and control. This exclusion applies solely with respect to “claims” for “property damage” and does not apply to a “project site” or a client that is added as an additional insured by endorsement to this policy. F. Discrimination Based upon or arising out of discrimination by an “insured” on the basis of race, creed, national origin, disability, age, marital status, sex, or sexual orientation. G. Employers Liability Based upon or arising out of “bodily injury” to any “employee”, partner or member of any “insured”, or by anyone who has a right to make a “claim” against any “insured” because of any employment, blood, marital or any other relationship with such “employee”. This exclusion applies: 1. Whether the “insured” may be responsible as an employer or in any other capacity; or 2. To any obligation to share damages with or repay someone else who must pay damages because of “claims”. H. Fiduciary Liability Based “insured’s” services and/or capacity as: 1. An officer, director, partner, trustee or employee of an organization not identified in ITEM 1. of the Declarations, or charitable organization or pension, welfare, profit sharing, mutual or investment fund or trust; or DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 11 of 18 2. A fiduciary pursuant to the Employee Retirement Income Security Act of 1974 and its amendments, or any regulation or order issued pursuant thereto; or any other employee benefit plan. I. Hostile Acts Based upon or arising out of any consequence, whether direct or indirect, of war, invasion, act of a foreign enemy, hostilities whether declared or not, civil war, rebellion, revolution, insurrection, military or usurped power, or any covert military action. J. Insurance and Suretyship Based upon or arising out of the requiring, obtaining, procuring, purchasing, maintaining, advising as to, or the failure to require, obtain, procure, purchase, maintain or advise as to any form of insurance, suretyship or bond, either with respect to any “insured” or any other individual or organization. K. Insured versus Insured Based upon or arising out of a “claim” by any “insured” against any other “insured” under this policy. This exclusion does not apply to a “claim” made by clients who are added as additional insureds by endorsement to this policy. L. Known Conditions Based upon or arising out of any: 1. “Contamination”, including any subsequent dispersal, movement or migration of such “contamination”; or 2. Fact, circumstance, event or situation that could reasonably be expected to give rise to a “claim” under this policy; any of which was in existence prior to the applicable “inception date” and known by or reasonably should have been known by any “responsible individual”. This exclusion, does not apply to “contamination” at a “project site” provided such “contamination” was in existence prior to the “named insured” first performing “your contracting operations” at such “project site” and was caused or exacerbated by “your contracting operations”. M. Personal Injury Based upon or arising out of the false arrest, humiliation, harassment, detention, imprisonment, wrongful entry or eviction or other invasion of private occupancy, malicious prosecution, abuse of process, libel, slander, harassment, or other DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 12 of 18 defamatory or disparaging material, or a publication or an utterance in viol ation of an individual’s right of privacy. N. Prior Claims Based upon or arising from “claims” or circumstances reported or required to be reported by you or on your behalf under any other insurance that: (i) was in effect prior to the applicable “inception date”; and (ii) was not issued by us or one of our affiliates. O. Product Liability Based upon or arising out of goods or products manufactured, sold, handled or distributed by the “insured” or others trading under the “insured’s” name, after possession of such goods or products has been relinquished by the “insured” or others trading under their name, as applicable, unless such “claim”, “loss”, “remediation expense” or any other coverage afforded under the policy arises out of the assembly, fabrication or installation of such product as part of “your contracting operations”. P. Property Damage to Conveyance Based upon or arising out of “property damage” to any “conveyance”. This exclusion does not apply to “claims” made by third party carriers for such “property damage” caused by the “insured’s” negligence within the boundaries of a “project site”. Q. Professional Liability Based upon or arising out of the performance or failure to perform “professional services”. R. Related Entities Based upon or arising out of an “insured’s” involvement: (i) in “your contracting operations” performed by, or on behalf of, any organization, or subsidiary or affiliate thereof, not named in the Declarations, which an “insured” controls, manages, operates or holds more than a 25% ownership interest in, or which controls, manages, operates or holds more than a 25% ownership interest in an insured or (ii) as a partner, officer, director, stockholder, employer or “employee” of a business enterprise not named in the Declarations. S. Securities Violations Based upon or arising out of any violation of the Securities Act of 1933 as amended or the Securities Exchange Act of 1934 as amended or any state Blue Sky or securities law or similar State, Federal, or other governmental law, statute, regulation or order issued pursuant to any of the foregoing statutes. T. Separately Insured Project DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 13 of 18 Based upon or arising out of any project that is insured under a valid and collectible project specific insurance policy, including but not limited to a project specific policy, owner protective insurance policy, owner controlled insurance program, contractor controlled insurance program, wrap-up policy or other similar policy or program, under which an “insured” is provided coverage similar to this policy. This exclusion does not apply to projects specifically scheduled as an insured project in an endorsement to this policy. U. Transportation Based upon or arising out of the movement of goods, materials, products or wastes beyond the boundaries of a “project site”. This exclusion does not apply to “claims” arising out of the movement of goods, materials, products or wastes within the boundaries of a “project site” by “conveyance” in direct support of or in the performance of “your contracting operations”. V. Vehicles Based upon or arising out of the ownership, use, maintenance or operation of an automobile, aircraft, watercraft or other “conveyance”. This exclusion shall not apply to the ownership, use, maintenance or operation of an automobile, aircraft, watercraft or other “conveyance” within the boundaries of a “project site”. W. Warranties and Guarantees Based upon or arising out of any express warranty or guarantee. This exclusion does not apply to a warranty or guarantee by the “insured” that “your contracting operations” conform to generally accepted standards or a legal obligation that you would have in absence of such warranty or guarantee. X. Waste Disposal, Transfer, Treatment or Recycling Facility Based upon or arising out of any wastes, products or materials which have been delivered to a location beyond the boundaries of the “project site”. Y. Willful Non-Compliance and Dishonest Acts Based upon or arising out of any “contamination” based upon or attributable to: 1. A “responsible individual’s” intentional, willful or deliberate noncompliance with or intentional disregard of any statute, regulation, ordinance, administrative complaint, notice of violation, notice letter, executive order, or instruction of any governmental agency or body; or 2. Actual or alleged fraudulent, dishonest, knowingly wrongful or malicious conduct by or at the direction of the “responsible individual”. Z. Workers Compensation/Employment Practices DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 14 of 18 Based upon or arising out of: 1. The Merchant Marine Act of 1920 (Jones Act) or any workers compensation, unemployment compensation, disability, employee benefits, profit sharing, ERISA law or similar or related laws; or 2. Any type of employment relationship, terms of conditions of employment, or law relating to the employment of any person, including but not limited to: (i) termination of employment; (ii) refusal to employ; or (iii) any employment- related practices, policies, procedures, acts or omissions. V. DEFENSE AND SETTLEMENT A. We shall have the right and duty to defend any “insured” against any “claim” to which this insurance applies, even if such “claim” is groundless, false or fraudulent. For any “claim” we defend or for any “loss” or “remediation expense” to which this insurance applies, we will pay “defense expense” in excess of the deductible: (i) for the investigation or defense of such claim; or (ii) incurred in connection with the payment of such “loss” or “remediation expense”, as applicable. “Defense expense” is included within and will erode the Limits of Insurance and is included within the deductible shown in ITEM 4.C. in the Declarations, or applicable endorsement. Our duty to defend and to pay “defense expense” ends once the applicable Limit of Insurance is exhausted or tendered into a court of applicable jurisdiction or once the “insured” refuses a settlement offer as provided in Paragraph VI. C below. We shall have no duty to defend any “claim”, or to pay “defense expense” for any “loss” or “remediation expense”, to which this insurance does not apply. B. We shall have the right to select counsel for the investigation, adjustment and defense of “claims” to which this insurance applies. The “insured” shall have the right to propose such counsel and we will consult with the “insured” on the selection. If more than one “insured” is involved in a “claim” to which this insurance applies, we may, in our sole discretion, appoint separate counsel for one or more of such “insureds” if there is a material (actual or potential) conflict of interest among any such “insureds”. C. We reserve the right, but not the duty, to at any time, with the “insured’s” consent, settle any “claim” to which this insurance applies as we deem expedient. If with respect to any “claim” to which this insurance applies, the “insured” refuses to consent to the first settlement acceptable to the claimant which we recommend to the “insured” in writing, and elects to further contest the “claim”, then our total liability for such “claim” shall not exceed the amount for which such “claim” could have been settled, including “defense expense” incurred, up to the date of such refusal, plus fifty percent (50%) of covered “loss, remediation expense” or other coverage afforded under this policy in excess of such first settlement amount. It being a condition precedent of this insurance that the remaining fifty percent (50%) of such “loss, remediation expense” or other coverage afforded under this policy in excess of the first settlement amount is uninsured and shall be borne by the “insured” at the “insured’s” own risk. Notwithstanding the foregoing, this paragraph shall not apply DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 15 of 18 until the settlement amount exceeds the deductible amount shown in ITEM 4.C. in the Declarations, or applicable endorsement. In addition, if we recommend a first settlement of a “claim” to which this insurance applies within the policy’s applicable Limit of Insurance that is acceptable to the claimant, and the “insured” consents to such settlement, then the “insured’s” applicable deductible for such “claim” shall be retroactively reduced by ten percent (10%). It shall be a condition precedent to such reduction that you must consent to the first settlement amount within thirty (30) days after the date we recommend to the “insured” such first settlement amount, or in the case of a first settlement amount which arises from a first settlement offer by the claimant, then within the time permitted by the claimant to accept such first settlement offer, but in all events no later than thirty (30) days after we recommend to the “insured” such first settlement offer. If the “insured” does not consent to the first settlement within the time prescribed above, the applicable deductible amount shall remain the respective amount shown in ITEM 4. C. in the Declarations, or applicable endorsement, even if consent is given to a subsequent settlement. VI. NOTICE AND CLAIM REPORTING PROVISIONS A. Notice as required under this policy must be given by you, or on your behalf: 1. In writing to us at: One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004 – 0950 ATTN: Claims – Environmental 2. By fax at: 1(800) 685-9238; or 3. By telephone at: 1(800) 765-9749. As a condition precedent to our obligations under this policy, the “insured” shall give written notice to us as soon as practicable during the “policy period” of any “claim” made against the “insured” for “loss, remediation expense” or other coverage afforded under the policy. Oral notification must be followed with a written notice to us as soon as practicable during the “policy period”. B. If during the “policy period”, the “insured” first becomes aware of any “contamination, occurrence”, or incurs “emergency expense” which could reasonably be expected to give rise to a “claim, remediation expense, loss”, or other coverage under this policy, the “insured” must give written notice to us regarding all particulars of such incident. Notice must be provided to us as soon as practicable after the “insured” discovers such “contamination” or “occurrence”, or incurs such “emergency expense”, but in no event later than the expiration of the “policy period”. Oral notification must be followed with a written notice to us as soon as practicable, but in no event later than the expiration of the “policy period”. Such notice of any “contamination, occurrence or emergency expense” must include: DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 16 of 18 1. The particulars of the specific “contamination”, “occurrence” or “emergency expense”; 2. The circumstances by which the “insured” first became aware of such “contamination”, “occurrence”, or “emergency expense”; and 3. The “claim”, “loss” or “remediation expense” or other coverage afforded under this policy which has or may result from such “contamination”, “occurrence”, or “emergency expense”. VII. DUTIES IN THE EVENT OF A CLAIM OR REMEDIATION EXPENSE OR DISCOVERY OF CONTAMINATION A. The Insured’s Duties As a condition precedent to our obligations under this policy, in the event of a “claim”, “loss”, “remediation expense”, other coverage afforded under this policy, or the discovery of “contamination”, and pursuant to VI. NOTICE AND CLAIM REPORTING PROVISIONS above, the “insured” must: 1. Give sufficient notice containing all reasonable ascertainable information including but not limited to the particulars sufficient to identify the “insured”, witnesses, injured parties, time, place and underlying circumstances to us; 2. Give sufficient notice to us regarding the specific particulars of any “contamination” and reasonably anticipated response to such “contamination” and extent of expected “remediation expense” that may reasonably be anticipated to be incurred as a result of any “contamination”; 3. Immediately forward to us every demand, notice, summons, or other process received by the “insured” or the “insured’s” representatives; 4. Authorize us to obtain records and other information on an “insured’s” behalf 5. Take reasonable measures to protect its interests and to mitigate “remediation expense” or “loss”. 6. Except at the insured’s sole expense, admit no liability, make no payments, assume no obligation and incur no expense without our prior written consent, except in the case of “emergency expense”; 7. Fully cooperate with us and, upon our request, assist in investigations, making settlements and in the conduct and defense of “claims” or “contamination” incidents, including but not limited to securing any rights of indemnity, contribution or apportionment that an “insured” may have. Upon our request, the “insured” shall, at the “insured’s” sole cost, provide us with a sworn proof of loss (we will provide forms), submit to an examination by our representatives, under oath, and shall attend inquiries, interviews, hearings, trials and depositions and DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 17 of 18 shall assist in securing and giving evidence and in obtaining the attendance of witnesses and employees; and 8. Not demand or agree to arbitration of any “claim” or any part of your responsibilities for “remediation expense”, “loss” or other coverage afforded or “contamination” without our prior written consent. Such consent shall not be unreasonably withheld. B. Rights and Duties Concerning Contamination 1. The “insured” shall have the right and duty to retain an “environmental professional”, subject to our consent, to associate with the “insured’s” investigation or remediation of “contamination” covered by this insurance after the “insured” discovers and notifies us of the existence of such “contamination”. We have the right, but not the duty, to review and approve all aspects of any such investigation or remediation. 2. In the event of “emergency expense”, the “insured” may select an “environmental professional” without our prior consent. Except for “emergency expense”, any costs incurred without our consent will not be covered under this policy or credited against the deductible. As a condition precedent for coverage of “emergency expense” under this policy, the “insured” must notify us as soon as practicable, but in no event after expiration of the “policy period”, of such “emergency expense”. 3. In addition, we shall retain the right but not the duty to investigate or remediate “contamination” on behalf of the “insured” after receipt of notice of such “contamination”. Any expenses incurred in such investigation or remediation shall be deemed to be incurred by the “insured” and applied against the Limits of Insurance and credited against the deductible. 4. Subject to Paragraph VII. B.2., above, in the event that the “insured”, subject to our prior consent, retains a remediation contractor to investigate and remediate “contamination” to which this policy applies, the “remediation expense” we must pay to such remediation contractor is limited to the unit rates and material costs we would actually pay to remediation contractors that we retain in the ordinary course of business in the investigation or remediation of similar “contamination” in the location where the “contamination” took place. We have the right to require that such remediation contractors have certain minimum qualifications with respect to competency, including experience in investigation and remediation “contamination” similar to the “contamination” at issue, and to requir e that such remediation contractors have acceptable limits of errors and omissions insurance coverage. The “insured” warrants that such remediation contractors will timely respond to our requests for information regarding any “contamination”. 5. Subject to Paragraph VII. B.2., above, in the event that the “insured”, subject to our prior consent, directly undertakes the investigation and remediation of DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-003 (12/16) Page 18 of 18 “contamination” resulting directly or indirectly from “your contracting operations” to which this policy applies, the “remediation expense” we must pay to such “insured” is limited to the unit rates and material costs we would actually pay to remediation contractors that we retain in the ordinary course of business in the investigation or remediation of similar “contamination” in the location where the “contamination” took place, but in no event will we be obligated to pay the “insured” for any element of overhead or profit with respect to any “remediation expense” it incurs under this subparagraph. IN WITNESS WHEREOF, WE HAVE CAUSED THIS POLICY TO BE SIGNED BY OUR PRESIDENT AND SECRETARY. THIS POLICY SHALL NOT BE VALID UNLESS SIGNED ON THE DECLARATIONS PAGE BY OUR DULY AUTHORIZED REPRESENTATIVE. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-005 (01/18) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TRANSPORTATION ENVIRONMENTAL COVERAGE BLANKET 1st and 3rd Party This endorsement modifies and is subject to the insurance provided under the following: CONTRACTORS ENVIRONMENTAL COVERAGE Subject to the Limits of Insurance and deductible set forth in ITEM 4.C (1) of the Declarations, and all policy terms and conditions and in consideration of the premium paid and in reliance upon the statements that you provided to us in the application and any other supplemental information provided in connection with the application, all of which are incorporated and made a part of this policy, we agree to provide coverage as shown in the Declarations and described as follows: 1. Section I. INSURING AGREEMENTS is amended to add the following Insuring Agreement: Transportation Environmental Coverage - Occurrence We will pay on behalf of the “insured” for “loss” or “remediation expense” in excess of the deductible that the “insured” becomes legall y obligated to pay as a result of “contamination” caused by “transportation”, provided that: 1. The “loss” or “remediation expense” is the result of: (i) a “claim” for “bodily injury”, “propert y damage” or “environmental damage”; or (ii) “contamination” that caused the “insured” to incur “emergenc y expense”; and 2. The “bodily injury”, “propert y damage” or “environmental damage” first occurs during the “policy period”; and 3. The “bodil y injur y”, “property damage” or “environmental damage” is caused b y an “occurrence”. Solely with respect to the above Insuring Agreement, the policy is modified as follows: 2. Section II. DEFINITIONS, paragraph E.1. Contamination is amended to add the following paragraph: “Contamination” also means the discharge, dispersal, release or escape of an y “contaminants” into or upon land, or any structure on land, the atmosphere or an y watercourse or bod y of water, including groundwater, caused directly by “transportation”, provided such “contaminants” are not naturall y present in the environment in the amounts or concentrations discovered. Page 1 of 2 DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-005 (01/18) 3. Section II. DEFINITIONS paragraph BB. Transportation is deleted and replaced with the following definition: “Transportation” means the movement, by or on behalf of the insured, of goods, materials, products or wastes by “conveyance” beyond the boundaries of a “project site” or “your insured location”. “Transportation” includes loading and unloading of such goods, materials, products or wastes at locations beyond the boundaries of a “project site” or “your insured location”. 4. Section IV. EXCLUSIONS, paragraph O. Product Liability is amended to add the following paragraph: This exclusion does not apply to such products during “transportation”. 5. Section IV. EXCLUSIONS, paragraph U. Transportation is deleted in its entiret y. 6. Section IV. EXCLUSIONS, paragraph V. Vehicles is amended to add the following paragraph: This exclusion shall also not apply to the ownership, use, maintenance or operation of an automobile, aircraft, watercraft or other “conveyance” during “transportation”. All other policy terms and conditions remain unchanged. Page 2 of 2 DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-009 (12/16) Page 1 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NON-OWNED LOCATION COVERAGE BLANKET LOCATIONS - CLAIMS-MADE AND REPORTED THIS ENDORSEMENT AFFORDS CLAIMS-MADE AND REPORTED COVERAGE ONLY FOR NON-OWNED LOCATION(S). CLAIMS-MADE AND REPORTED COVERAGE REQUIRES CLAIMS TO BE FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD AND REPORTED TO THE COMPANY DURING THE POLICY PERIOD OR ANY APPLICABLE EXTENDED REPORTING PERIOD. This endorsement modifies and is subject to the insurance provided under the following: CONTRACTORS ENVIRONMENTAL COVERAGE Subject to the Limits of Insurance and deductible set forth in “ITEM 4.C (2)” of the Declarations, and all policy terms and conditions, in consideration of the premium paid and in reliance upon the statements that you provided to us in the application and any other supplemental information provided in connection with the application concerning your “non- owned location(s),” all of which are incorporated and made a part of this policy, we agree to provide coverage as shown in the Declarations and described as follows: 1. Section I. INSURING AGREEMENTS is amended to include the following additional Insuring Agreement: Non-Owned Location Coverage – Claims-Made We will pay on behalf of the “insured” for “loss” or “remediation expense” in excess of the deductible that the “insured” becomes legally obligated to pay as a result of “contamination” on, under or migrating beyond the legal boundaries of a “non-owned location,” provided that: 1. The “loss” or “remediation expense” is the result of: (i) a “claim” for “bodily injury,” “property damage” or “environmental damage” that is first made against the “insured” and reported to us during the “policy period,” or as expressly provided for in the “extended reporting period,” if applicable; or (ii) “contamination” that caused the “insured” to incur “emergency expense” during the “policy period;” and 2. Such “contamination” first commences on or after the Non-Owned Location Retroactive Date in ITEM 8. in the Declarations and before the end of the “policy period.” Solely with respect to the above Insuring Agreement, the policy is modified as follows: 2. Section II. DEFINITIONS is amended to add the following definitions: DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-009 (12/16) Page 2 of 5 “Extended reporting period” means either: 1. Automatic extended reporting period under “EXTENDED REPORTING PROVISIONS,” Paragraph A.; or 2. Supplemental extended reporting period under “EXTENDED REPORTING PROVISIONS,” Paragraph B.; Whichever is applicable, in which to report a claim first made against the insured following termination of coverage, as described in “EXTENDED REPORTING PROVISIONS,” of this policy. “Non-owned location” means: 1. A site or location that is not owned, leased, managed or operated by the “insured,” additional insured, or their respective parents, subsidiaries or affiliates, and that is approved by us and listed in the Non-Owned Location Schedule endorsed to this policy; or 2. A facility used for the recycling, treatment, storage or disposal of waste or materials generated by “your contracting operations or your insured location,” but only if at the time the waste is accepted by the facility and the facility: a. Is not owned, managed, operated or leased by the “insured” or “additional insured” or their respective parents, subsidiaries or affiliates; b. Possesses all valid permits and/or licensees and is operating in substantial compliance with all applicable regulations or “laws” to accept, store, or process such materials or waste; c. Is not subject to any proceeding or litigation under CERCLA, RCRA or an equivalent state, local or provincial “law;” d. Is not or has not ever been listed or proposed for listing on the Federal National Priorities List or state or provincial equivalent (State Superfund or Hazardous Site List); or e. Is not insolvent or in bankruptcy. “Your insured location” means only those properties or locations approved by us and listed in the Premises Environmental Coverage part endorsement or in a Your Insured Location Schedule endorsed to this policy. “Your insured location” does not include a “project site.” 3. Section II. DEFINITIONS, paragraph E.1. “Contamination” is amended to add the following paragraph: DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-009 (12/16) Page 3 of 5 “Contamination” also means the discharge, dispersal, release or escape of any “contaminants” into or upon land, or any structure on land, the atmosphere or any watercourse or body of water, including groundwater that originates at a “non-owned location,” provided such contaminants are not naturally present in the environment or structures in the amounts or concentrations discovered; 4. Section II. DEFINITIONS, paragraph U. “Policy Period” is amended to add the following paragraph: Or with respect to any “non-owned location(s),” the deletion of any such location(s) from this policy by us at your written request. 5. Section III. LIMITS OF INSURANCE AND DEDUCTIBLE is amended by the deletion of Paragraph E. 6. Section IV. EXCLUSIONS, Paragraph O. Product Liability is amended to add the following paragraph: This exclusion does not apply to such products while within the boundaries of a “non- owned location.” 7. Section IV. EXCLUSIONS, Paragraph X. Waste Disposal, Transfer, Treatment or Recycling Facility is amended to add the following paragraph: This exclusion does not apply to “non-owned location(s).” 8. EXTENDED REPORTING PERIOD PROVISIONS It is hereby agreed that, solely with respect to coverage afforded by this endorsement, the policy is amended as follows: The following “EXTENDED REPORTING PROVISIONS” shall apply to this endorsement attached to and made part of this policy and that affords coverage on a Claims-Made and Reported Basis A. Automatic Extended Reporting Period 1. If you cancel or refuse to renew this policy or, if we cancel or refuse to renew this policy for reasons other than non-payment of premium or fraud or material misrepresentation on your part, we will provide to you a ninety (90) day automatic “extended reporting period,” at no additional charge. 2. The automatic “extended reporting period” will apply to any “claim” first made against you and reported to us in writing during the ninety (90) day extension period, but only with respect to: a. A negligent act, error or omission in “your professional services,” provided that “your professional services” are otherwise covered by this policy; or DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-009 (12/16) Page 4 of 5 b. “Contamination” that the “named insured” discovers during the “policy period” and reports to us in writing during the “policy period;” or c. Solely with respect to “contamination” that the “named insured” discovers within twenty-four (24) hours prior to the termination of the policy and reports to us in writing during the five (5) days immediately following the termination of the policy; Provided that such “contamination” is otherwise covered by this policy. 3. If you purchase replacement coverage for this policy or a supplemental “extended reporting period” under “B.” below, the ninety (90) day automatic extension period will end on the effective date of the replacement coverage or on the effective date of the supplemental “extended reporting period,” whichever is earliest. B. Supplemental Extended Reporting Period 1. If you cancel or refuse to renew this policy or, if we cancel or refuse to renew this policy for reasons other than non-payment of premium or fraud or material misrepresentation on your part, you shall have the right to purchase a supplemental “extended reporting period” of three (3) years for a premium of not more than two hundred and fifty percent (250%) of the expiring policy premium. 2. The supplemental “extended reporting period” will apply to any “claim” first made against you and reported to us in writing during the supplemental “extended reporting period” but only with respect to: a. A negligent act, error or omission in “your professional services,” provided that “your professional services” are otherwise covered by this policy; or b. “Contamination” that the “named insured” discovers during the “policy period” and reports to us in writing during the policy period; or c. Solely with respect to “contamination” that the “named insured” discovers within twenty four (24) hours prior to the termination of the policy and reports to us in writing during the five (5) days immediately following the termination of the policy; Provided that such “contamination” is otherwise covered by this policy. 3. You must apply for this extension in writing, accompanied by payment of premium, prior to the expiration of the ninety (90) day automatic “extended reporting period” under A. above. C. Extended Reporting Periods The “extended reporting periods” are subject to the following conditions, as applicable: DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-009 (12/16) Page 5 of 5 1. All premium paid with respect to a supplemental “extended reporting period” shall be deemed to be fully earned as of the first day of the extension period. 2. The supplemental “extended reporting period” described herein shall commence upon the day that the automatic “extended reporting period” terminates. 3. For the purpose of any “extended reporting period,” any change in premium, deductible, Limits of Insurance or other terms or conditions at renewal is not a refusal to renew. 4. Limits of Insurance available during any “extended reporting period” shall not exceed the balance of the Limits of Insurance in effect at the time the policy terminated. 5. In the event similar insurance is in force covering any “claims” first made during the automatic “extended reporting period,” there is no coverage under this policy. 6. In the event similar insurance is in force covering any “claims” first made during the supplemental “extended reporting period,” coverage provided by this policy shall be excess over any such other insurance, including any applicable deductible or self- insured retention amounts of such other insurance. For purposes of this provision, other insurance includes all types of self-insurance, indemnification or other funding arrangement or program that is available to compensate an “insured” for liability. 7. Any “extended reporting period” does not extend the “policy period.” Any “claim” first made against you during an “extended reporting period” will be deemed to have been first made during the last day of the “policy period.” All other policy terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-013 (12/16) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IMAGE RESTORATION COVERAGE THIS ENDORSEMENT REQUIRES THAT YOU DISCOVER CONTAMINATION DURING THE POLICY PERIOD AND REPORT THE DISCOVERY TO THE COMPANY DURING THE POLICY PERIOD OR ANY APPLICABLE EXTENDED REPORTING PERIOD. This endorsement modifies and is subject to the insurance provided under the following: CONTRACTORS ENVIRONMENTAL COVERAGE Subject to the Limits of Insurance and deductible set forth in ITEM 4(C)(4), and all policy terms and conditions and in consideration of the premium paid and In reliance upon the statements that you provided to us in the application and any other supplemental information provided in connection with the application, all of which are incorporated and made a part of this policy, we agree to provide coverage as shown in the Declarations and described as follows: it is hereby agreed that, solely with respect to coverage afforded by this endorsement, the policy is amended as follows: 1. Section I. INSURING AGREEMENTS is amended to add the following insuring Agreement: Image Restoration Coverage We will reimburse you for “image restoration expenses” in excess of the deductible incurred because of “contamination” that you discover during the “policy period” and report to us during the “policy period” or as expressly provided for in the “extended reporting period”, if applicable, provided that such “contamination” results in a “loss” or “remediation expense” covered under this policy. Reimbursement is limited to the costs of restoring your reputation and consumer confidence through image consulting. Solely with respect to the above Insuring Agreement, the policy is modified as follows: 2. Section II. DEFINITIONS is amended to add the following definitions: “Image restoration expenses” means only those reasonable and necessary expenses incurred by you with our prior written consent for services rendered by an image restoration firm, exclusive of any salaries, wages, overhead or benefit expenses incurred by an “insured”, or any expenses that are covered under any other insurance, including any applicable deductibles or self-insured retention amounts of such other insurance. All other policy terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-115 (12/16) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MOLD SPECIFIC LIMITS, DEDUCTIBLE AND RETROACTIVE DATE ENDORSEMENT – PROFESSIONAL LIABILITY This endorsement modifies and is subject to the insurance provided under the following: PROFESSIONAL LIABILITY COVERAGE It is hereby agreed that the policy is amended as follows: Solely with respect to “claims” for “professional loss” or “defense expense” based upon or arising out of “mold”, the following limits, deductible and mold specific retroactive date will apply: Coverage Parts Limit of Insurance Deductible Professional Liability Coverage – Claims Made Aggregate Limit $2,000,000 $5,000 Each Claim Each Claim Limit $1,000,000 Mold Specific Retroactive Date: 06/17/2014 The mold specific Limits of Insurance shown in this endorsement are included within and are not in addition to the Limits of Insurance shown in Item 4.B. of the Declarations For the purpose of this endorsement, Section II. DEFINITIONS is amended to add the following: “Mold” means mold, mildew or any type or form of fungus including mycotoxins, spores, microbial volatile organic compounds or any other by-products produced by or released by fungi. All other policy terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-116 (12/16) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MOLD SPECIFIC LIMITS AND DEDUCTIBLE ENDORSEMENT – CONTRACTORS ENVIRONMENTAL COVERAGE - OCCURRENCE This endorsement modifies and is subject to the insurance provided under the following: CONTRACTORS ENVIRONMENTAL COVERAGE – OCCURRENCE COVERAGE It is hereby agreed that the policy is amended as follows: Solely with respect to “claims” for “loss” or “remediation expense” arising out of, or caused by actual or alleged “contamination” from “mold”, the following limits and deductible will apply: Coverage Parts Limit of Insurance Deductible Contractors Environmental Coverage – Occurrence Aggregate Limit $2,000,000 $2,500 Per Contamination Incident Per Contamination Limit $1,000,000 The mold specific Limits of Insurance shown in this endorsement are included within and are not in addition to the Contractors Environmental Coverage Limits of Insurance shown in Item 4.C. of the Declarations All other policy terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-300 (12/16) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - BLANKET OWNERS, LESSEES OR CONTRACTORS - ONGOING OPERATIONS This endorsement modifies and is subject to the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE CONTRACTORS ENVIRONMENTAL COVERAGE SCHEDULE Additional Insured Person(s) or Organization(s) Location(s) of Covered Operations 1.Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy; and 2.Any other person or organization you are required to add as an additional insured under the contract or agreement described in Paragraph 1. above. Those job sites as required in the performance of your work or your contracting operations for the additional insured. If not shown above, information required to complete this endorsement will be shown in the Declarations. The following amendments are made to the Commercial General Liability (CGL) and Contractor Environmental Coverage (CEC) insurance coverages: A.Section II – Who Is An Insured of the CGL Coverage Part and Section II – Definitions, M. “Insured” of the CEC Coverage Part are 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", "personal and advertising injury", “loss” or “remediation expense” 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", "property damage", “loss” or “remediation expense” 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; or 3.All work defined by “completed operations” of the CEC Coverage Part. All other policy terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC- EPAC-302 (12/16) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - BLANKET OWNERS, LESSEES OR CONTRACTORS – COMPLETED OPERATIONS This endorsement modifies and is subject to the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE CONTRACTORS ENVIRONMENTAL COVERAGE SCHEDULE Additional Insured Person(s) or Organization(s) Location and Description of Completed Operations 1.Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy; and 2.Any other person or organization you are required to add as an additional insured under the contract or agreement described in Paragraph 1. above. Those job sites as required in the performance of your work or your contracting operations for the additional insured, and the related completed operations. If not shown above, information required to complete this endorsement will be shown in the Declarations. The following amendments are made to the CGL and CEC insurance coverages: A.Section II - Who Is An Insured of the CGL Coverage Part and Section II - DEFINITIONS, M. “Insured” of the CEC Coverage Part are 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", “loss” or “remediation expense” caused, in whole or in part, by "your work” or “your contracting operations" 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" of the CGL Coverage Part and the “completed operations” of the CEC Coverage Part. 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 Ill - Limits of Insurance of the CGL Coverage Part and Section III – Limits of Insurance and Deductible of the CEC Coverage Part: 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 policy terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-313 (12/16) PPaaggee 11 ooff 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. YOUR PROFESSIONAL SERVICES – SCHEDULED This endorsement modifies and is subject to the insurance provided under the following: PROFESSIONAL LIABILITY COVERAGE It is hereby agreed that Section II. DEFINITIONS, paragraph L. “Your professional services” is deleted in its entirety and replaced with the following: L. “Your professional services” – means those professional services scheduled below in the Your Professional Services Schedule and performed by you or on your behalf for your client. Your Professional Services Schedule Environmental Consulting including, Regulatory Consulting / Permitting; Construction or Project Management; Wetlands and Wildlife Consulting or Design; performed for a third party for a fee. All other policy terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-400 (12/16) Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc., with permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXCLUSIONS This endorsement modifies and is subject to the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is hereby agreed that, solely with respect to coverage afforded by this endorsement, the policy is amended as follows: EXCLUSIONS APPLICABLE TO THE COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following exclusions are added to the EXCLUSIONS sections of Coverages A. and B. of any Commercial General Liability forms to which this endorsement is attached: This insurance does not apply to: 1. Separately Insured Projects (Wrap-Ups) This insurance does not apply to any “claim” or “suit” or other coverage afforded under this insurance or any endorsement we issued based upon or arising out of any work or operations that are insured under a valid and collectible project-specific insurance policy, owner’s protective insurance policy, owner-controlled insurance policy, contractor-controlled insurance policy, wrap-up policy or similar insurance program under which an insured is covered. This exclusion does not apply where we specifically schedule such project as an insured project in an endorsement attached to this policy. 2. Insured vs Insured Exclusion If one or more additional insureds, either on a scheduled or blanket basis, have been added to this insurance, then the following applies: This insurance does not apply to “bodily injury” or “property damage” arising from or out of any claim or “suit” made by or on behalf of an “insured’ against any other “insured” or former insured. However, this exclusion shall not apply with respect to “claims” against you made by any additional insured. 3. Asbestos and Lead Exclusion a. “Bodily injury”, “property damage” or “personal and advertising injury” which would not have occurred in whole or part but for the actual, alleged or threatened discharge, DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC 400 (12/16) Page 2 of 4 Includes copyrighted material of Insurance Services Office, Inc., with permission. dispersal, seepage, migration, release, escape or presence of “asbestos” or “lead” at any time. b. Any loss, cost or expense arising out of any: i. 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 “asbestos” or “lead” or ii. 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, “asbestos” or “lead”. “Asbestos” means any form of asbestos, including but not limited to any form of asbestos fibers, asbestos dust, asbestiform talc or any material, product, and/or substances containing asbestos, asbestos fibers or asbestiform. “Lead” means any form of lead, including but not limited to elemental lead, lead paint, lead dust, lead leachate or any material, product, and/or substances containing elemental lead, lead paint, lead dust, lead leachate. The addition of this exclusion does not imply that other provisions, including but not limited to any pollution exclusion, do not also exclude coverage for “asbestos” or “lead” related injury, damage, expense, cost, loss, liability or legal obligation. 4. Engineers, Architects, and Surveyors “Bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of or failure to render any professional services by you or any engineer, architect or surveyor who is either employed by you or performing work on your behalf in such capacity. Professional services include: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and b. Supervisory, inspection, architectural or engineering activities. 5. Professional Services “Bodily injury”, “property damage”, or “personal and advertising injury”, arising out of the rendering of or failure to render any professional services or professional opinion whether or not a separate fee is charged for any such service or opinion. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC 400 (12/16) Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc., with permission. 6. “Fungi” or Bacteria a. “Bodily injury”, “property damage”, or “personal and advertising injury” which would not have occurred or taken place, in whole or in part, but for the actual, alleged or threatened 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 concurrently or in any sequence to such injury or damage. b. Any loss, cost or expenses arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating or disposing 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. “Fungi” means any type or form of fungus, including mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by fungi. 7. Punitive or Exemplary Damages Punitive damages, exemplary damages, multiplied damages, fines or penalties. 8. Employment Related Practices “Bodily injury” or “personal and advertising injury” to: A. A person arising out of any: 1. Refusal to employ that person; 2. Termination of that person’s employment; or 3. Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person; or B. 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 8. A. 1, 2, or 3 above is directed. This exclusion applies: A. Whether the injury-causing event described in Paragraphs 8. A. 1, 2, or 3 above occurs before employment, during employment or after employment of that person; B. Whether the insured may be liable as an employer or in any other capacity; and DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC 400 (12/16) Page 4 of 4 Includes copyrighted material of Insurance Services Office, Inc., with permission. C. To any obligation to share damages with or repay someone else who must pay damages because of the injury. 9. Total Pollution Exclusion Exclusion f. under Paragraph 2., Exclusions of Section 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 discharge, dispersal, seepage, migration, release 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 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”. All other policy terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-403 (12/16) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUDED WORK OR OPERATIONS This endorsement modifies and is subject to the applicable insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE CONTRACTORS ENVIRONMENTAL COVERAGE It is hereby agreed that, solely with respect to coverage provided by this endorsement, the policy is amended as follows: The following exclusion is added to the Commercial General Liability and Contractors Environmental Coverage: Excluded Work or Operations – based upon or arising out of “your work” or “your operations” performed by you or on your behalf as scheduled below: Schedule of Excluded Work or Operations Any work pertaining to or associated with communicable diseases, including but not limited to remediation, decontamination, or disinfection of communicable diseases. All other policy terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-409 (12/16) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION – NEW YORK AND LOUISIANA This endorsement modifies and is subject to the applicable insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PROFESSIONAL LIABILITY COVERAGE CONTRACTORS ENVIRONMENTAL COVERAGE It is hereby agreed that the policy is amended as follows: The following exclusion applies to all coverages on the policy: Excluded Services or Operations in New York and Louisiana – based upon or arising out of “your work”, “your professional services” or “your contracting operations” performed by you or on your behalf in the State of New York or State of Louisiana. All other policy terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-413 (12/16) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIOR CLAIMS EXCLUSION This endorsement modifies and is subject to the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PROFESSIONAL LIABILITY COVERAGE CONTRACTORS ENVIRONMENTAL COVERAGE It is hereby agreed that, solely with respect to coverage afforded by this endorsement, the policy is amended as follows: The following exclusion is added to the policy: Prior Claims - Based upon or arising from “claims” or circumstances reported or required to be reported by you or on your behalf under any other insurance that: (i) was in effect prior to the applicable “inception date”; and (ii) was not issued by us or one of our affiliates. All other policy terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-418 (12/16) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUDED PROFESSIONAL SERVICES This endorsement modifies and is subject to the applicable insurance provided under the following: PROFESSIONAL LIABILITY COVERAGE It is hereby agreed that, solely with respect to coverage provided by this endorsement, the policy is amended as follows: SECTION IV. EXCLUSIONS is amended to add the following exclusion: Excluded Your Professional Services – based upon or arising out of “your professional services” as scheduled below: Schedule of Excluded Your Professional Services Any work pertaining to or associated with communicable diseases, including but not limited to remediation, decontamination, or disinfection of communicable diseases. All other policy terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-700 (11/21) Page 1 of 8 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMON POLICY TERMS AND CONDITIONS The following terms and conditions modify one or more of the policy forms attached to this policy. Please read the following carefully to determine which terms and conditions apply to the policy forms attached to the policy. In the event of a conflict between the terms and conditions included in this endorsement and the terms in conditions in the attached policy forms, the terms and conditions in this endorsement will control unless such terms and conditions are expressly amended by a separate endorsement. I. APPLICABLE TO COMMERCIAL GENERAL LIABILITY, CONTRACTORS ENVIRONMENTAL COVERAGE AND PROFESSIONAL LIABILITY COVERAGE FORMS The following conditions are added to the CONDITIONS section of any Commercial General Liability, Contractors Environmental Coverage and Professional Liability Coverage Forms attached to this policy: A. Action Against Us No person or organization has a right under this insurance: 1. To join us as a party or otherwise bring us into a “claim;” or 2. To sue us under this insurance unless all of its terms have been fully complied with. A person or organization may sue us to recover on a fully executed settlement agreement or on a final judgment against the “insured” obtained after an actual trial; but we will not be liable for “loss” that is not payable under the terms of this insurance or that is in excess of the applicable Limits of Insurance. B. Appraisal If we and an “insured” disagree on the amount of “remediation expense” or “property damage” payable to such “insured” under the policy, or the scope or extent of “property damage” or physical damage for which an “insured” seeks restitution either of us may make a written demand for an appraisal of the amount of “remediation expense” or “property damage.” In this event, each party will select a competent and impartial appraiser. The two appraisers will select an umpire. If they cannot agree on an umpire, either may request that selection be made by a judge of a court having jurisdiction. The appraisers will state separately the amount of “remediation expense” or “property damage,” as applicable. If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: 1. Pay its chosen appraiser; and 2. Bear the other expenses of the appraisal and umpire equally. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-700 (11/21) Page 2 of 8 If we submit to an appraisal, we will still retain our right to deny coverage for the “remediation expense or claim” for “property damage.” C. Authorization Clause By acceptance of this policy, you warrant that: 1. The statements in the Declarations, your application, and any other supplemental information thereto are complete and accurate; 2. The statements in your application and any other supplementary information thereto are your representations and warranties and that those representations and warranties are material; 3. This policy is issued in reliance upon the truth and accuracy of such representations and warranties; 4. The statements in your application and any other supplemental information thereto are incorporated into this policy. This policy embodies all existing agreements between you and us relating to this insurance; 5. Breach of those representations or warranties will result, at our election, forfeiture of coverage for any “claim” reported to us under the policy, or voiding of the policy from inception. D. Bankruptcy Your bankruptcy or insolvency, or that of your successors in interest, shall not relieve us of our obligations under this policy. E. Other Insurance If other valid and collectible insurance is available to the “insured” for coverage granted under this policy, our obligations are limited as follows: 1. This insurance is primary, and our obligations are not affected unless any other insurance is also primary. In that case, we will share with all such other insurance by the method described in Paragraph 2. below, or this insurance will be primary and non-contributory when primary and non-contributory coverage is added to the policy by endorsement; and 2. If all of the other insurance permits contribution by equal shares, we will also follow this method. In 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. In contribution by limits, each insurer’s share is based upon the ratio its applicable limit of insurance bears to the total applicable limits of insurance of all insurers. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-700 (11/21) Page 3 of 8 For purposes of this provision, other insurance includes all types of self-insurance, indemnification or other funding arrangement or program that is available to compensate an “insured” for liability. F. Severability Except with respect to Limits of Insurance, Deductible, Insured versus Insured, Cancellation or Non-Renewal provisions and any rights and duties assigned in this policy to you, this insurance applies as if each “insured” were the only “insured” and separately to each “insured” against whom a “claim” is made. Any misrepresentation, act, or omission that is in violation of a term, duty or condition under this policy by one “insured” shall not prejudice another “insured” under this policy. This condition shall not apply to an “insured” who is a parent, subsidiary or affiliate of the “insured” which committed the misrepresentation, act, or omission referenced above. G. Subrogation If we pay any amount under this policy, we shall be subrogated to the “insured’s” rights of recovery against any person, firm or organization. The “insured” shall execute and deliver instruments and papers and do whatever is necessary to secure such rights. The “insured” shall not waive or prejudice such rights subsequent to when a “claim” is first made or when the “insured” discovers “contamination.” Any recovery as a result of a subrogation proceeding arising out of payment of a “claim” for “professional loss,” “loss,” or “remediation expense” covered under this insurance shall accrue first to you to the extent of any payments in excess of the Limits of Insurance; then to us to the extent of our payment under the policy; and then to you to the extent of your deductible. Expenses incurred in such subrogation proceedings will be apportioned among the interested parties in the recovery, in the proportion that each interested party’s share in the recovery bears to the total recovery. II. APPLICABLE TO ALL COVERAGE FORMS The following conditions are added to the CONDITIONS section of all coverage parts and forms attached to this policy: A. Access and Inspection In connection with underwriting of this insurance or with our defense or adjustment of any “loss,” “professional loss,” “claim,” “remediation expense” or any other coverage afforded under this policy, we shall be allowed, but not obligated to, conduct inspections, surveys, audits or reviews of your location, operations, books or other information deemed pertinent by us. Such inspections, surveys, audits or reviews could involve the taking of samples, interviewing of “employees,” physical access to locations or access to materials or information concerning your operations, structure or financials of your company. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-700 (11/21) Page 4 of 8 The “insured” agrees to cooperate with us, and provide us with access to locations, information, and employees for such inspections, surveys, audits, or reviews, whether or not you deem such location or information relevant to the underwriting of this insurance, or with our defense or adjustment of any “claim,” “loss,” “remediation expense” or any other coverage afforded under this policy. If our inspection or audit reveals the existence of a material risk, hazard or condition that was not disclosed to us in the application for the policy, or that deviated from the information disclosed to us in the application for the policy, the commensurate with such risk, hazard or condition, we have the right, at our election, to amend, modify or delete any policy terms and conditions, charge an increased premium, or to withdraw, rescind or void the policy from inception. Neither our right to conduct such inspections, surveys, audits or reviews nor the results or conclusions of such actual inspections, surveys, audits or reviews shall warrant, in any way, that the operations or location are safe, healthful or compliant with or conform to applicable “laws,” standards or accepted practices. This condition applies to any agents or representatives that we allow to conduct such inspections, surveys, audits or reviews on our behalf. B. Application of Two or More Coverage Parts or Policies You and all other “insureds” understand, agree and acknowledge that regardless of the number of coverage parts or policy forms that are attached to and form part of this policy, there is no intent to duplicate or overlap coverage for the same or related “claim,” “loss,” “professional loss,” contamination incident, act, error, omission or “occurrence” under more than one coverage part or form. If more than one coverage part or policy form applies to the same or related “claim,” “loss,” “professional loss,” “contamination” incident, act, error, omission or “occurrence,” then the maxim Limit of Insurance under all such coverage parts or policy forms shall not exceed the highest applicable Limit of Liability and associated deductible under any one coverage part or form. In no event will more than one such policy apply to any “loss,” “professional loss,” “remediation expense” or “defense expense” that arises out of the same, related, similar or continuous “contamination,” or the same, related, similar or continuous act, error or omission in “your professional services.” In that event, only the policy in effect when the “claim” arising from such “loss,” “professional loss,” “remediation expense” or “defense expense” is first made against you and reported to us, or when the “insured” discovers such “contamination” and reports it to us, as applicable, shall apply. If we or an affiliated company have issued multiple Commercial General Liability Coverage policies or policies providing coverage similar thereto to you and if progressive, inseparable “bodily injury”, “property damage”, “personal and advertising injury” arises out of the same, related, or continual general harmful conditions, and continues during the policy period of more than one such policy issued by us then only one policy will respond and the “bodily injury”, “property damage”, will be deemed to have occurred only on that date on which the “bodily injury”, “property damage”, “personal and advertising injury” DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-700 (11/21) Page 5 of 8 first occurred and all damages and loss shall be subject to the Limits of Insurance of the policy during which the conditions first commenced. If the date on which the general harmful conditions first commenced cannot be determined or is before the inception date of the first such policy issued by us to which this insurance applies, then the conditions will be deemed to have occurred only on the inception date of the first such policy and all damages and loss shall be subject to the Limits of Insurance of that first policy. C. Arbitration Any dispute, disagreement or controversy arising out of the formation, interpretation, alleged breach, termination, or invalidity of this policy, or as to any other issue regarding the respective duties and responsibilities of us or any “insured” regarding this policy, shall be resolved through binding arbitration. Except with respect to the selection of the arbitration panel, the arbitration will be conducted in accordance with the rules of the American Arbitration Association (“AAA”) that are in effect as of the date a party first provides notice of its demand for arbitration to the other party in accordance with the policy’s notice provisions. The panel will consist of one arbitrator selected by the “insured;” one selected by us; and a third independent arbitrator will be selected by the first two arbitrators. If the first two arbitrators cannot agree on the selection of a third independent arbitrator within thirty (30) days of such notice, the third arbitrator will be selected by the AAA. The arbitration proceeding will take place in the state shown in ITEM 2. in the Declarations or in the domicile of the entity seeking relief from us or from whom we are seeking relief. The arbitrators must give due consideration to the general principles of the law of the state shown in ITEM 2. in the Declarations in construing and interpreting this policy; provided however, that the terms, conditions, provisions and exclusions of this policy are to be construed in an evenhanded fashion as between the parties. Where the language of this policy is alleged to be ambiguous or otherwise unclear, the issue will be resolved in the manner most consistent with the relevant terms, conditions, provision or exclusions of the policy (without regard to the authorship of the language, the doctrine of reasonable expectations of the parties and without any presumption or arbitrary interpretation or construction in favor of either party or parties, and in accordance with the intent of the parties). The written decision of the arbitrators will be binding on all parties, must set forth its reasoning and basis in law and fact, and must be provided to all parties simultaneously. The arbitrators’ award shall not include attorney fees or other costs of arbitration. Judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear the costs and expenses of arbitration equally. Notwithstanding any language to the contrary, the parties hereby agree that: the Underlying Award may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules (“Appellate Rules”); and that the Underlying Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-700 (11/21) Page 6 of 8 must be initiated within thirty (30) days of a party’s receipt of an Underlying Award, as defined by Rule A-3 of the Appellate Rules, by filing a Notice of Appeal with any AAA office and simultaneously serving such Notice on the other party. Following the appeal process the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof. D. Assignment Assignment of interest under this policy shall not bind us and such assignment is void unless our consent is endorsed hereon. E. Changes Notwithstanding anything to the contrary, no provision of this policy may be amended, waived or otherwise changed except by endorsement issued by us to form part of this policy. F. Cancellation or Non-Renewal You may cancel this policy by surrendering it to us or one of our authorized agents or by mailing written notice to us and providing to us a future date when cancellation shall be effective. If you cancel this policy, we shall retain the customary short-rate portion of the premium less the minimum earned premium, if applicable. We may cancel the policy by mailing to you at the address stated in the Declarations written notice stating when, not less than ninety (90) days thereafter; or ten (10) days in the case of cancellation for non-payment of premium or deductible, such cancellation shall become effective. If we cancel the policy, earned premium shall be computed pro-rata. The mailing of Notice of Cancellation as aforementioned shall be sufficient notice of the intent to cancel. The effective date of cancellation specified in the notice shall terminate this “policy period.” This policy may only be cancelled by us for: 1. Non-payment of premium or deductible; 2. Change in your operations that materially increase risks covered under this policy; 3. Fraud or material misrepresentation by you; or 4. Your failure to comply with terms and conditions or your contractual obligations under this policy. You shall have a right of sixty (60) days from the date of notice of cancellation to remedy such non-compliance. If the remedy is satisfactory to us, we shall rescind such notice in writing and the policy shall remain in force. Notwithstanding the foregoing, if the policy is cancelled due to non-payment of premium, at the Company’s option, upon receipt of all outstanding premium payments, the policy may be reinstated, but only from the date we receive such outstanding premium payments. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-700 (11/21) Page 7 of 8 G. Consent Where consent by us or an “insured” is required under this policy, such consent shall not be unreasonably withheld, delayed, conditioned or denied. H. Headings The descriptions in the headings of this policy and any endorsements attached hereto are solely for convenience, and form no part of the terms and conditions of coverage. I. Independent Counsel In the event that by mutual agreement or by applicable law an “insured” is entitled to select independent counsel to defend a “claim” to which this insurance applies, the “defense expense” we must pay to such counsel is limited to the rates we would actually pay to counsel that we retain in the ordinary course of business in the defense of similar “claims” in the venue where the “claim” arose or is being defended. We have the right to require that such counsel have certain minimum qualifications with respect to competency, including experience in defending “claims” similar to the one pending against the “insured,” and to require that such counsel have acceptable limits of errors and omissions insurance coverage. The “insured” agrees that such counsel will timely respond to our requests for information regarding any “claim.” Notwithstanding the foregoing, the “insured” may at any time, by its written consent, freely and fully waive any right to select independent counsel. This paragraph “I.” applies to “defense expense” both within and excess of any deductible. J. Sole Agent You shall act on behalf of all other “insureds,” if any, for the payment or return of any premium, payment of any deductible, receipt and acceptance of any endorsement issued to form a part of the policy, giving and receiving notices, including notices of cancellation or non-renewal, the exercise of the rights provided in any “extended reporting period,” and the receipt and acceptance of any payment required to be made by us under the policy. K. Policy Territory This policy is applicable only in the United States, its territories or possessions or Canada, but only if your responsibility is determined in: A. A proceeding on the merits conducted in the United States or its territories or possessions; or B. A settlement agreed to by us. All premiums, limits, deductibles, loss and other amounts under this policy are expressed and payable in the currency of the United States of America. If judgment is rendered, DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-700 (11/21) Page 8 of 8 settlement is denominated or another element of loss under this policy is stated in a currency other than United States dollars, payment under this policy shall be made in United States dollars at the rate of exchange published in The Wall Street Journal on the date the final judgment is reached, the amount of the settlement is agreed upon, or the other element of loss is due, respectively. This policy shall not apply in any situation that would be in violation of the laws of the United States of America or Canada, as applicable, including but not limited to, United States of America economic or trade sanction laws or export controls laws administered by the United States Treasury of Foreign Assets Control III. Common Exclusions The following Exclusions are added to all coverage parts and forms attached to this policy: 1. Nuclear Liability Exclusion Based upon or arising out of radioactive, toxic, or explosive properties of Source Materials, Special Nuclear Material or By-Product Material, as defined in the Atomic Energy Act, and for which the United States Department of Energy or any other governmental authority or agency has indemnified the insured, or for which the Price Anderson Act provides protection for the insured. 2. Per- and Polyfluorinated Substances Based upon or arising out of any and all perfluoroalkyl or polyfluoroalkyl substances (PFAS) or PFAS containing materials or products, including, but not limited to any and all related/sister/daughter substances, materials, products, subclasses, additives, or degradation byproducts thereof, any and all precursor chemicals or compounds or any and all replacement PFAS substance, material or product. All other policy terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-702 (12/16) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION – SCHEDULED ENTITY This endorsement modifies and is subject to the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PROFESSIONAL LIABILITY COVERAGE CONTRACTORS ENVIRONMENTAL COVERAGE It is hereby agreed that COMMON POLICY TERMS AND CONDITIONS, Section II., APPLICABLE TO ALL COVERAGE FORMS, F. Cancellation or Non-Renewal is amended to include: In the event we cancel or non-renew this policy, we shall endeavor to send written notice of cancellation to the entity scheduled below in accordance with the time frames described in this endorsement. The mailing of Notice of Cancellation shall be sufficient notice of the intent to cancel or non-renew. However, failure to mail such notice shall impose no obligation of any kind upon us, our agents or representatives. 1. Thirty (30) days prior to the effective date of such cancellation or non-renewal by us; or, 2. Ten (10) days prior to the effective date of such cancellation in the event of cancellation for non- payment of premium. SCHEDULED ENTITY AND ADDRESS Entity Address Northern Water 220 Water Avenue 1509 York Street, Suite 201 Berthoud, CO 80513 All other terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 POLICY NUMBER: EG000345-05 PIC-EPAC-702 (12/16) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION – SCHEDULED ENTITY This endorsement modifies and is subject to the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PROFESSIONAL LIABILITY COVERAGE CONTRACTORS ENVIRONMENTAL COVERAGE It is hereby agreed that COMMON POLICY TERMS AND CONDITIONS, Section II., APPLICABLE TO ALL COVERAGE FORMS, F. Cancellation or Non-Renewal is amended to include: In the event we cancel or non-renew this policy, we shall endeavor to send written notice of cancellation to the entity scheduled below in accordance with the time frames described in this endorsement. The mailing of Notice of Cancellation shall be sufficient notice of the intent to cancel or non-renew. However, failure to mail such notice shall impose no obligation of any kind upon us, our agents or representatives. 1. 30 days prior to the effective date of such cancellation or non-renewal by us; or, 2. 10 days prior to the effective date of such cancellation in the event of cancellation for non-payment of premium. SCHEDULED ENTITY AND ADDRESS Entity Address Colorado Dept of Agriculture Div. of Plant Industry Pesticide/Pesticide Applicator 305 Interlocken Parkway Broomfield, CO 80021 All other terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-704 (12/16) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY - BLANKET This endorsement modifies and is subject to the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PROFESSIONAL LIABILITY COVERAGE CONTRACTOR ENVIRONMENTAL COVERAGE It is hereby agreed that COMMON POLICY TERMS AND CONDITIONS Section I. APPLICABLE TO COMMERCIAL GENERAL LIABILITY, CONTRACTORS ENVIRONMENTAL COVERAGE AND PROFESSIONAL LIABILITY COVERAGE FORMS, Paragraph E. Other Insurance is amended by adding the following paragraph: 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. (3) Such contract or agreement was executed prior to the date that operations or professional services performed by you first commenced. All other policy terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-708 (12-16) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION - BLANKET This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PROFESSIONAL LIABILITY COVERAGE CONTRACTORS POLLUTION LIABILITY COVERAGE It is hereby agreed that COMMON POLICY TERMS AND CONDITIONS Section I. APPLICABLE TO COMMERCIAL GENERAL LIABILITY, CONTRACTORS ENVIRONMENTAL COVERAGE AND PROFESSIONAL LIABILITY COVERAGE, Paragraph F. Subrogation is amended by adding the following paragraph: Notwithstanding the foregoing, we hereby waive our right of subrogation against your client where required by written contract provided that such contract is fully executed prior to the first commencement of operations or services performed by you that are covered by this policy. All other policy terms and conditions remain unchanged. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EPAC-714 (12/16) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MINIMUM EARNED PREMIUM – NON-AUDITABLE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PROFESSIONAL LIABILITY COVERAGE CONTRACTORS ENVIRONMENTAL COVERAGE In consideration of our acceptance of this insurance, the Named Insured hereby agrees that the minimum earned premium due for this policy shall be calculated in accordance with the following rules: 1. The following minimum earned premium applies to this policy: 25% of the amount entered as Premium on the Declarations page of this policy. 2. In the event of cancellation of this policy by you, we shall retain the customary short-rate portion of the premium, but not less than the minimum earned premium as stated in this endorsement. 3. In the event of cancellation of this policy by us for reasons other than non-payment of premium or deductible, the earned premium for this policy shall be computed on a pro-rata basis, and a minimum earned premium shall not apply. 4. In the event of cancellation of this policy by us for non-payment of premium or deductible, we shall retain the customary short-rate portion of the premium, but not less than the minimum earned premium as stated in this endorsement. 5. Additional premiums applicable to endorsements added during the policy period shall be deemed 100% minimum earned at issuance and you are not entitled to any return on those premiums. The provisions of this endorsement apply notwithstanding any other terms, conditions, or provisions of this policy or its endorsements. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 POLICY NUMBER:COMMERCIAL GENERAL LIABILITY CG 03 00 01 96 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 03 00 01 96 Copyright, Insurance Services Office, Inc., 1994 Page 1 of 2 oo DEDUCTIBLE LIABILITY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Coverage Amount and Basis of Deductible PER CLAIM or PER OCCURRENCE Bodily Injury Liability $$ OR Property Damage Liability $$ OR Bodily Injury Liability and/or Property Damage Liability Combined $$ (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) APPLICATION OF ENDORSEMENT (Enter below any limitations on the application of this endorsement. If no limitation is entered, the deductibles apply to damages for all "bodily injury" and "property damage", however caused): A.Our obligation under the Bodily Injury Liability and Property Damage Liability Coverages to pay damages on your behalf applies only to the amount of damages in excess of any deductible amounts stated in the Schedule above as appli- cable to such coverages. B.You may select a deductible amount on either a per claim or a per "occurrence" basis. Your se- lected deductible applies to the coverage option and to the basis of the deductible indicated by the placement of the deductible amount in the Schedule above. The deductible amount stated in the Schedule above applies as follows: 1.PER CLAIM BASIS. If the deductible amount indicated in the Schedule above is on a per claim basis, that 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 Cover- age, to all damages sustained by any one person because of "property damage"; or c.Under Bodily Injury Liability and/or Property Damage Liability Coverage 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". If damages are claimed for care, loss of serv- ices 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 in- cludes an organization. EG000345-05 2,500 DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Page 2 of 2 Copyright, Insurance Services Office, Inc., 1994 CG 03 00 01 96 oo 2.PER OCCURRENCE BASIS. If the deductible amount indicated in the Schedule above is on a "per occurrence" basis, that deductible amount applies as follows: a.Under Bodily Injury Liability Coverage, to all damages because of "bodily injury"; b.Under Property Damage Liability Cover- age, to all damages because of "property damage"; or c.Under Bodily Injury Liability and/or Property Damage Liability Coverage 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", regard- less of the number of persons or organizations who sustain damages because of that "occurrence". 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 de- ductible amount. D.We may pay any part or all of the deductible amount to effect settlement of any claim or "suit" and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 04 35 12 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 04 35 12 07 © ISO Properties, Inc., 2006 Page 1 of 6 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 $1,000,000 each employee Employee Benefits Programs $1,000,000 aggregate $2,500 Included Retroactive Date: 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 unless explicitly provided for under Sup- plementary 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 EG000345-05 05/10/2018 DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Page 2 of 6 © ISO Properties, Inc., 2006 CG 04 35 12 07 (2) When we make settlement in accor- dance 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 perform- ance 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. g. 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. j. 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 represen- tative is appointed. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 CG 04 35 12 07 © ISO Properties, Inc., 2006 Page 3 of 6 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 pol- icy 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 Sched- ule applies to all damages sustained by any one "employee", including such "em- ployee'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 DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Page 4 of 6 © ISO Properties, Inc., 2006 CG 04 35 12 07 (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 Paragraph b. below applies. If this insur- ance is primary, our obligations are not af- fected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method de- scribed in Paragraph 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. (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 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. 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 insurer's share is based on the ratio of its applicable limits of insurance to the total applicable limits of insurance of all insurers. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 CG 04 35 12 07 © ISO Properties, Inc., 2006 Page 5 of 6 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 Ex- tended 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 dam- ages; 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. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 Page 6 of 6 © ISO Properties, Inc., 2006 CG 04 35 12 07 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 eligibility 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 dis- ability 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. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 COMMERCIAL GENERAL LIABILITY CG 20 34 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 34 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 !!!! ADDITIONAL INSURED – LESSOR OF LEASED EQUIPMENT – AUTOMATIC STATUS WHEN REQUIRED IN LEASE AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Who Is An Insured (Section II) is amended to include as an additional insured any person or or- ganization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such per- son or organization be added as an additional in- sured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury", "property damage" or "personal and adver- tising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person’s or organization’s status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. B. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 COMMERCIAL GENERAL LIABILITY CG 21 07 05 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 21 07 05 14 © Insurance Services Office, Inc., 2013 Page 1 of 1 EXCLUSION – ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION AND DATA-RELATED LIABILITY – LIMITED BODILY INJURY EXCEPTION NOT INCLUDED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion 2.p. of Section I – Coverage A – Bodily Injury And Property Damage Liability is replaced by the following: 2. Exclusions This insurance does not apply to: p. Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. 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. The following is added to Paragraph 2. Exclusions of Section I – Coverage B – Personal And Advertising Injury Liability: 2. Exclusions This insurance does not apply to: Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 COMMERCIAL GENERAL LIABILITY CG 21 32 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 21 32 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 COMMUNICABLE DISEASE 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: Communicable Disease "Bodily injury" or "property damage" arising out of the actual or alleged transmission of a com- municable disease. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the: a. Supervising, hiring, employing, training or monitoring of others that may be infected with and spread a communicable disease; b. Testing for a communicable disease; c. Failure to prevent the spread of the dis- ease; or d. Failure to report the disease to authorities. 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: Communicable Disease "Personal and advertising injury" arising out of the actual or alleged transmission of a commu- nicable disease. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the: a. Supervising, hiring, employing, training or monitoring of others that may be infected with and spread a communicable disease; b. Testing for a communicable disease; c. Failure to prevent the spread of the dis- ease; or d. Failure to report the disease to authorities. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 COMMERCIAL GENERAL LIABILITY CG 21 46 07 98 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 21 46 07 98 Copyright, Insurance Services Office, Inc., 1997 Page 1 of 1 oo ABUSE OR MOLESTATION EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2., Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability and Para- graph 2., Exclusions of Section I – Coverage B – Personal And Advertising Injury Liability: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of: 1.The actual or threatened abuse or molestation by anyone of any person while in the care, custody or control of any insured, or 2.The negligent: a.Employment; b.Investigation; c.Supervision; d.Reporting to the proper authorities, or failure to so report; or e.Retention; of a person for whom any insured is or ever was legally responsible and whose conduct would be excluded by Paragraph 1. above. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 COMMERCIAL GENERAL LIABILITY CG 22 50 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 22 50 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 EXCLUSION – FAILURE TO SUPPLY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This insurance does not apply to "bodily injury" or "property damage" arising out of the failure of any insured to adequately supply gas, oil, water, electricity, steam or biofuel. This exclusion does not apply if the failure to supply results from the sudden and accidental injury to tangible property owned or used by any insured to procure, produce, process or transmit the gas, oil, water, electricity, steam or biofuel. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 IL P 001 01 04 IL P 001 01 04 © ISO Properties, Inc., 2004 Page 1 of 1 U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your pol- icy. 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 Treasury's web site – http//www.treas.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-EVP-147 (01/17) Page 1 of 1 PIC-EVP-147 (01/17) Includes copyrighted material of the Insurance Services Office Inc., used with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE CONTRACTOR ENVIRONMENTAL COVERAGE PROFESSIONAL LIABILITY COVERAGE CONTRACTOR ENVIRONMENTAL AND PROFESSIONAL COVERAGE COMMERCIAL AND ENVIRONMENTAL EXCESS LIABILITY COVERAGE The following provision addressing acts of terrorism applies with respect to this insurance. A. The following exclusion is added: This insurance does not apply to: TERRORISM “Any injury or damage” arising, directly or indirectly, out of "a certified act of terrorism." B. The following definitions are added: 1.For the purposes of this endorsement, "any injury or damage" means any injury or damage covered under any Coverage Part to which this endorsement is applicable, and includes but is not limited to bodily injury, property damage, personal and advertising injury, injury or environmental damage as may be defined in any applicable Coverage Part. 2."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: a.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 b.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. c.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 Policy DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-TMNOTICE 2 (02/20) PIC-TMNOTICE 2 (02/20) Page 1 of 2 © Copyright 2020 Tokio Marine Management, Inc. ALL COMMERCIAL LINES PRIVACY NOTICE FOR COMMERCIAL LINES This notice is provided on behalf of Tokio Marine Specialty Insurance Company PURPOSE OF THIS NOTICE When you apply for or become an insured under, the insurance policies we issue, we gather certain non- public information or “NPI” about your business and its employees. We are committed to safeguarding the NPI you entrust to us. The purpose of this notice is, therefore, to let you know how we collect, use, share and protect the NPI you provide to us in those contexts. That means this notice applies only to your business interactions with us involving your application for a quote or as a policy holder. NPI we may collect from you in connection with other interactions, such as when you or your employees visit one of our general interest, publicly accessible websites, is governed by the separate notices and policies we publish on those relevant sites or otherwise provide to you. When we refer in this notice to your “NPI”, we mean non-public information as that term is generally defined and applied under the New York Department of Financial Services’ Cybersecurity Regulation, the Gramm- Leach-Bliley Act and the National Association of Insurance Commissioners’ Data Security Model Law which includes non-public information about your business, such as financial information, account numbers, loss history, personal non-public information of your employees including social security number, address or medical information and any proprietary information we obtain about your business or your customers. Due to a variety of factors, including certain explicit exemptions they contain, this notice and the NPI we collect from you in connection with the above-described business interactions is not governed by the EU General Data Protection Regulation, its related EU and Swiss Privacy Shield or the California Consumer Privacy Act. COLLECTING YOUR NPI In the course of, or as part of a business interaction, we collect your NPI both directly from you, or from the agents, brokers or other intermediaries acting on your or our behalf, as well as from a variety of additional sources including: • the applications or other forms you provide to us (these forms may contain your name, address, social security number, marital status, date of birth, gender, length of employment, prior insurance information, home ownership, residency history, vehicle type, vehicle use, or driving history) • your transactions with us, our other affiliates of the Tokio Marine Group as well as third parties (this information would include, for example, premium payment and claims history) • consumer or independent reporting agencies (for example your motor vehicle report, property inspection report, accident report or claim report) USING YOUR NPI We use your NPI in a variety of ways such as creating and issuing a quote, underwriting or otherwise processing and servicing your insurance policy, handling claims you may have and offering you additional products and services that we think may be of interest to you as well as for related research and analytics purposes. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 PIC-TMNOTICE 2 (02/20) PIC-TMNOTICE 2 (02/20) Page 2 of 2 © Copyright 2020 Tokio Marine Management, Inc. SHARING YOUR NPI We do not disclose or share any NPI about our customers or former customers outside of the Tokio Marine Group, except as permitted by law. We do not sell or disclose or share your NPI for third party marketing purposes. We do, however, share your NPI with third parties that we use to service your account or process your insurance policy or your claim, or administer related transactions. These third parties may include: • your agent, broker or producer • independent claims adjusters, investigators, data processors or attorneys • persons or organizations that conduct scientific research, including actuarial or underwriting studies • an insurance support organization or another insurer, to prevent or prosecute fraud or to properly underwrite the risk • another insurer, if you are involved in an accident with their insured • State insurance departments or other governmental or law enforcement authorities, if required by law, to protect our legal interests or in cases of suspected fraud or illegal activities • a court of law We also are required to disclose your NPI if we receive a subpoena, search warrant or other court order. RETAINING YOUR NPI The NPI we collect is kept in your policy and/or claim files for as long as needed in connection with your business interactions with you and, if longer, as required by law. HOW WE PROTECT YOUR NPI We have adopted and implemented a security and privacy program that includes technical, organizational, administrative, and other measures designed to protect, as required by applicable law and in accordance with industry standards, against reasonably anticipated or actual threats to the security of your NPI. Our security program was created by reference to widely recognized standards such as those published by the International Standards Organization and National Institute of Standards and Technology. It includes, among many other things, procedures for assessing the need for, and as appropriate, either employing encryption and multi-factor authentication or using equivalent compensating controls. As part of our security program, we have specific incident response and management procedures that are activated whenever we become aware that your NPI was likely to have been compromised. CHANGES TO THIS NOTICE We may amend this notice from time to time and will inform you of these changes as required by law. QUESTIONS AND CONTACT INFORMATION If you have any questions about this notice or how we collect, use, share and protect your NPI, please contact the Chief Privacy Officer of TMNA Services, LLC, who acts as the privacy and data security administrator for most of the Tokio Marine Group in North America. The Chief Privacy Officer’s contact information is: Attn: Privacy Office TMNA Services, LLC 3 Bala Plaza East, Suite 400 Bala Cynwyd, Pennsylvania 19004 610-227-1300 DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 TMSIC-SOS-CO (11/12) Page 1 of 1 SERVICE OF SUIT In the event of any lawful process in any action, suit or proceeding arising out of this contract of insurance, we, at your request, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this condition constitutes or should be understood to constitute a waiver of our 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 any state in the United States. It is further agreed that service of process in such suit may be made upon Counsel, Legal Department, Tokio Marine Specialty Insurance Company, One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19004 or his or her representative, and that in any suit instituted against us upon this Policy, we will abide by the final decision of such court or any appellate court in the event of any appeal. Further, pursuant to any statute of any state, territory, or district of the United States which makes provision therefore, we hereby designate the Commissioner of Insurance for the State of Colorado or other officer specified for that purpose in the statute, or his or her successors in office, as our true and lawful attorney upon whom may be served any lawful attorney upon whom may be served any lawful process in any action, suit, or proceeding instituted by you or your behalf or any beneficiary hereunder arising out of this Policy of Insurance, and hereby designates the above named Counsel as the person to whom the said officer is authorized to mail such process or a true copy thereof. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 How To Report A Claim Step 1 - Get The Facts When reporting a notice of loss, please provide as much detail as possible. This should include, but not be limited to, the insured’s name, contact name, policy number, date of loss, location of loss, cause of loss, your reference number, the initial steps taken to mitigate the loss, the types of damage, and the estimated amount of loss. Step 2 - Report Philadelphia Insurance Companies Attention: Claims Department One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004 - 0950 Phone: 800.765.9749 Fax: 800.685.9238 claimsreport@phly.com After Hours Reporting 800.765.9749 #3 Customers reporting catastrophic losses after normal business hours (8:30 a.m. - 8:00 p.m. Monday – Friday EST) will be automatically routed to the call center (24 hours a day, 7 days a week) by pressing ‘3’ when calling our claims number (800.765.9749). We are ready to service your initial claim report and emergency claims needs. Step 3 - Follow-Up The claims customer service department will immediately process your first notice of loss report. You will receive verbal confirmation of our receipt of notice and will be contacted by your servicing representative within one business day. Auto Glass Claim Reporting HSG is Philadelphia Insurance Companies’ nationwide provider for auto glass claim reporting and processing. When chips happen, save the hassle. Don’t let a broken windshield ruin your day. For all auto glass claims call: 877.443.9893 Fuel Spill or Pollution Release Reporting The Spill Center is Philadelphia Insurance Companies’ nationwide provider for fuel spills and pollution release claims. To report a fuel spill or pollution release claim, contact our nationwide provider the Spill Center at 877.683.2159. Philadelphia Insurance Companies is the marketing name for the insurance company subsidiaries of the Philadelphia Consolidated Holding Corp., a Member of the Tokio Marine Group. Coverage(s) described may not be available in all states and are subject to Underwriting and certain coverage(s) may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in state guaranty funds and insureds are therefore not protected by such funds. | © 2015 Philadelphia Consolidating Holding Corp., All Rights Reserved. 800.873.4552 | PHLY.com Ed. 091415 REPORTING A CLAIM IS AS EASY AS 1-2-3 At Philadelphia Insurance Companies, reporting a claim is as easy as 1-2-3. Just follow these instructions and we will expedite your claim as quickly and in as friendly of a manner as possible. DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1/26/2023 IMA Select LLC 2721 Council Tree Ave,Suite 218 Fort Collins CO 80525 Crystal van Eekhout 970-204-0044 970-282-8848 Crystal.vanEekhout@imacorp.com License#:PC-1210733 Tokio Marine Specialty Insurance Company 23850 ALOTRES-01 Owners Insurance Company 32700AloTerraRestorationServices,LLC PO Box 212 Fort Collins CO 80522 *Pinnacol Assurance 41190 1071993649 A X 1,000,000 X 100,000 10,000 1,000,000 2,000,000 X Y EG000345-05 5/26/2022 5/26/2023 2,000,000 B 1,000,000 X X X Y 5122955700 5/26/2022 5/26/2023 A X X 1,000,000XP00231055/26/2022 5/26/2023 1,000,000 X 0 C X Y 4178308 11/1/2022 11/1/2023 1,000,000 1,000,000 1,000,000 A A B Professional Liability Pollution Liability Leased/Rented &Contractor Equip. EG000345-05 EG000345-05 74229557 5/26/2022 5/26/2022 5/26/2022 5/26/2023 5/26/2023 5/26/2023 Each Occ $1,000,000 Each Occ $1,000,000 Limit $250,000 Agg $2,000,000 Agg $2,000,000 Deductible $500 Workers Compensation Information:Proprietors/Partners/Executive Officers/Members Excluded:subject to the policy terms and conditions. Certificate Holder is included as Additional Insured on the General Liability and Automobile Liability Policies,if required by written contract or agreement, subject to the policy terms and conditions. City of Fort Collins Attn:Purchasing Dept PO Box 580 Fort Collins CO 80522 DocuSign Envelope ID: 262FFF0C-3A79-4A09-841C-BB97922D8D87