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23-142.00 MW EngineersContract No. 23-142 AGREEMENT FOR PROFESSIONAL SERVICES MW Engineers THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and MW Engineers hereinafter "Consultant," jointly referred to as "Parties." IN CONSIDERATION of the terms and conditions contained herein, the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the Scope of Services, attached as Exhibit A. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services, schedule, and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services, stop work, and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill, and resources necessary to perform the work and is familiar with all current laws, rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed -upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City -furnished information. C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant shall accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by June 30, 2024, unless the time for performance is extended in writing by the Parties. 0316 Balfour Park-MW Engineers Agnnt Pagel of 8 Contract No. 23-142 Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days' prior notice and an opportunity to cure the breach. City may, in addition, terminate this Agreement for any reason by 10 days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Consultant an agreed upon hourly rate up to a maximum amount of $7,625.00 as full compensation for everything done under this Agreement, as set forth in Exhibit A. Consultant shall not perform any extra, further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below -stated address. City reserves the right to withhold payment under this Agreement for that portion of the work (if any) which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services, City standards, City Code, and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: Name: Marci Patterson, City Clerk Phone: (509) 720-5000 Address: 10210 East Sprague Avenue Spokane Valley, WA 99206 TO THE CONSULTANT: Name: Dylan J. Cunningham, Principal Phone: (509)838-9020 Address: 601 W. First Ave, Suite 1300 Spokane, WA 99201 6. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant states that its designs, construction documents, and services shall conform to all federal, state, and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (A)(2) of this certification; and 0316 Balfour Park-MW Engineers Agrmt Page 2 of 8 Contract No. 23-142 4. Have not within a three-year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 8. Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City, that City is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, drawings, images, or other material prepared under this Agreement, provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10. Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11. Insurance. Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance. Consultant's required insurance shall be of the types and coverages as stated below: 1. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 0001. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 0316 Balfour Park-MW Engineers Agrmt Page 3 of 8 Contract No. 23-142 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4. Professional liability insurance appropriate to Consultant's profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, and $2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. C. Other Insurance Provisions. The Consultant's policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self -insured pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2. Consultant shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 3. If Consultant maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4. Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Consultant from the City. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than AXH. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 0316 Balfour Park-MW Engineers Agrmt Page 4 of 8 Contract No. 23-142 12. Indemnification and Hold Harmless 12.1. Consultant Consultant shall, at its sole expense, defend, indemnify, and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs, attorney's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors, or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 12.2. City City shall, at its sole expense, defend, indemnify, and hold harmless Consultant and agents, subcontractors, subconsultants, and employees, from any and all claims, actions, suits, liability, loss, costs, attorney's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors, or omissions in the services provided by City, City's officers, agents, and employees to the fullest extent permitted by law, subject only to the limitations provided below. 13. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party has the power, right, or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may, from time -to -time, receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be 0316 Balfour Park-MW Engineers Agrmt Page 5 of 8 Contract No. 23-142 entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation (including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 20. Anti -kickback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 21. Business Registration. Consultant shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 22. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest agrees as follows: A. Compliance with Regulations. Consultant shall comply with the federal laws set forth in subsection G, below ("Pertinent Non -Discrimination Authorities") relative to non-discrimination in federally -assisted programs as adopted or amended from time -to -time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination. Consultant, with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Consultant shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by Consultant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultants's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports. Consultant shall provide all information and reports required by the Acts, the regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts, regulations, and instructions. Where any information required of Consultant is in the exclusive possession of another who fails or refuses to furnish the information, Consultant shall so certify to the City or the WSDOT, as appropriate, and shall set forth what efforts it has made to obtain the information. 0316 Balfour Park-MW Engineers Agrmt Page 6 of 8 Contract No. 23-142 E. Sanctions for Noncompliance. In the event of a Consultant's noncompliance with the non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including, but not limited to: 1. Withholding payments to Consultant under the Agreement until Consultant complies; and/or 2. Cancelling, terminating, or suspending the Agreement, in whole or in part. F. Incorporation of Provisions. Consultant shall include the provisions of paragraphs of these Contract Clauses in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, regulations and directives issued pursuant thereto. Consultant shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if Consultant becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction, Consultant may request that the City enter into any litigation to protect the interests of the City. In addition, Consultant may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non -Discrimination Authorities: During the performance of this Agreement, the Consultant agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 U. S.C. §2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; and 49 Part 26; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); Federal -Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal - aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); 0316 Balfour Park-MW Engineers Agrmt Page 7 of 8 Contract No. 23-142 Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§12131- 12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. § 1681 et seq.). 23. Severability. If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. 24. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services & Fee Proposal B. Insurance Certificates The Parties have executed this Agreement this CITY OF SPOKANE VALLEY Joffn Hohman, City Manager APPROVED AS TO FORM: ice of the tiiTAttomey 0316 Balfour Park-MW Engineers Agrmt Page 8 of 8 & r. day of , 2023. Consultant: MW Engineers By: Dylan J. Cunningham, Principal Its: Authorized Representative EXHIBIT A Ak MW NIV Engineers July 13, 2023 Glenn Ritter, PE Senior Engineer/Project Manager City of Spokane Valley 10210 E. Sprague Avenue Spokane Valley, WA 99206 PROJECT: Balfour Park Improvements PROJECT #: 2021.014.05 CC: Kori Miller 601 W First Ave, Ste 1300 Spokane, WA 99201, USA 509.838.9020 mwengineers.com RE: Professional Services Fee Proposal - Owner Requested Construction Observation Site Visits Glenn, MW is pleased to submit this professional services fee proposal for owner -requested construction observation for the City of Spokane Valley on the Balfour Park Improvements project. In accordance with your recent request, MW Consulting Engineers is pleased to submit this fee proposal to provide professional engineering for the following Scope of Work for an hourly fee at hourly billing rates with a not to exceed fee limit of 7 625: Scope of Work: 1. Construction Observation a. Perform site visits on an as needed basis to observe the MEP installation for conformance with applicable codes and contract documents, witness system startup, testing, and commissioning, and contractor demonstration of functional system as follows: i. Electrical, Lighting, and Low -Voltage, limit (10) combined ii. HVAC and Plumbing, limit (2) combined Deliverables: 1 . Prepare a written observation report for each site visit. July 13, 2023 2021.014.05 Balfour Park - Construction Observation Fee Proposal (01).doc Page 1 of 3 Ak Mw W Engineers 601 W First Ave, Ste 1300 Spokane, WA 99201, USA 509.838.9020 mwengineers.com Please advise MW if this proposal is acceptable. If you have any questions, please do not hesitate to contact me. Sincerely, 4ti1 c Dylan J Cunningham, PE July 13, 2023 2021 .014.05 Balfour Park - Construction Observation Fee Proposal (01).doc Page 2of 3 Akk Mw W Engineers MW CONSULTING ENGINEERS 2022 HOURLY RATES Managing Principal $200.00 Principal $175.00 Associate $150.00 Senior Project Manager (V) $140.00 Senior Engineer (IV) $130.00 Engineer III $120.00 Engineer II $110.00 Engineer 1 $100.00 Designer IV $125.00 Designer III $11 5.00 Designer II $110.00 Designer 1 $ 95.00 BIM Manager $110.00 BIM Operator II $ 80.00 BIM Operator 1 $ 70.00 Senior Technology Systems Project Manager $150.00 Senior Technology Systems Engineer $140.00 Senior Technology Systems Designer $130.00 Senior Field Representative $130.00 Field Representative $120.00 Senior Lighting Designer $120.00 601 W First Ave, Ste 1300 Spokane, WA 99201, USA 509.838.9020 mwengineers.com July 13, 2023 2021 .014.05 Balfour Park - Construction Observation Fee Proposal (01).doc Page 3of 3 M N c NLn Ln O 4A 0 000 � O O [D m O O O M ti V} O O O t Vt N F- O O 00 c O o c W OD N lD Ol u1 00 V1 L iA V} 7 a - o 0 o ov o N N N N' C tko W Ol 0 0 0 0 N M V? O O C W W c-1 V! L o In Ln e o 0 O N lD cti V1 N .l O V N C d V) ~ N O L O L O L O L O J- O L O L h M H O G O M 3 •+ � 7 = O v o a a � u Vl O LL W --O m 3 c n Gr G 3CL aU 'o O = a', o v CD A ti c N v a a �n 3 II ,lu, 3 U' Qj > Lno E a p p A toa N 4 o 3 c v N v a a o O V L on O T NO m o LnO .-i rc0 u v i, O N ..... N m a 6 u 0! Cl N 0 O y (0 ? Y Q OL O_ 0 N A N Cl O U ?> m f0 F- a 7 to O1 cr LW Vf D- 7 Ln = 0 U O H O 1- Z MWCnNSIj-n1 SRljl C.FR ACORU' CERTIFICATE OF LIABILITY INSURANCE DAT 7/24/2023D24/2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CQNTACT NAME: Spokane Office PayneWest Insurance, a Marsh McLennan Agency LLC Company 501 N. Riverpoint Blvd., Ste 403 Spokane, WA 99202 PHONE FAX (E� No, EXt): (509) 838-3501 (A/C, No):(866) 226-3738 A DRESS: INSURERS AFFORDING COVERAGE NAIC # INSURER A: Valley Fore Insurance Company 20508 INSURED INSURER B: Continental Casualty Company 20443 INSURERC: MW Consulting Engineers, P.S. INSURER D: 601 West First Avenue, Suite 1300 Spokane, WA 99201 INSURER E INSURER F : COVERAGES CFRTIFICOTF NIIMRFR• P9:VIQInnl nil IMRCq• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TR TYPE OF INSURANCE ADDL IN D SUBR WVD POLICY NUMBER POLICY EFF DD1YYYY) POLICY EXP (MWDDNYrn LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 7 OCCUR X B6025016309 11/9/2022 11/9/2023 EACH OCCURRENCE $ 2,000,000 DAMAGE SETO a RENTED nce $ 2,000,000 -PREMMED EXP (Any oneperson) $ 10,000 PERSONAL & ADV INJURY $ 2,000,600 GEN'L X AGGREGATE LIMIT APPLIES PER: POLICY a JECT El LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 STOP GAP WA 1M $ 1,000,000 OTHER: A AUTOMOBILE LIABILITY COMBINEDSINGLELIMIT Ea accident $ 1,000,000 BODILY INJURY Perperson) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X B6025016309 11/9/2022 11/9/2023 BODILY INJURY Per accident $ X YMAGE ,AUTOS (Per $ ONLY O AUTO ONLY Lx $ B X OCCUR EACH OCCURRENCE $ 3,000,000 laLIAB AGGREGATE $ 3,000,000 B CLAIMS -MADE B6026016553 11/9/2022 11/9/2023 RETENTION $ 10,006 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatory In NH) If yes, describe under N / A PER OTH- TAT TE I I ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS below B Professional Liab. X EH591894894 11/9/2022 11/9/2023 Each Occ / Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) RE: Contract No. 23-142 The City of Spokane Valley is named as additional insured per attached form. City of Spokane Valley 10210 East Sprague Avenue Spokane Valley, WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE AL;URU Z5 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 23-H2, MWCONSU-01 MNFIGHRORS CERTIFICATE OF LIABILITY INSURANCE DATE 11(/9/2023 ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Spokane Office Marsh McLennan Agency LLC 501 N. Riverpoint Blvd., Ste 403 COMEACT Gerry Bulger (A/CO, No, Ext): (509) 363-4012 FAX No): E-MAIL SS: Gerry.Bulger@MarshMMA.com INSURERS AFFORDING COVERAGE NAIC # Spokane, WA 99202 INSURER A: National Fire Insurance Co of Hartford 20478 INSURED INSURER B: Continental Casualty Company 20443 INSURERC: MW Consulting Engineers, P.S. INSURER D : 601 West First Avenue, Suite 1300 Spokane, WA 99201 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXPLTR LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR X B6025016309 11/9/2023 11/9/2024 DAMAGE TO RENTED PREMISES Ea occurrence) 1,000,000 $ X MED EXP (Any oneperson) $ 10,000 HIRED AUTO X NON -OWNED AUTO PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X PRO- POLICY JECT LOC PRODUCTS -COMP/OP AGG 4,000,000 $ WA STOP GAP $ 1,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY Perperson) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ PROPERTY DAMAGE Per accident $ HIRED f NON -OWNED AUTOS ONLY AUTOS ONLY $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,600 EXCESS LIAB CLAIMS -MADE B6025016553 11/9/2023 11/9/2024 DED X RETENTION $ 10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ B Pollution X AEH591894894 11/9/2023 11/9/2024 Each Occ / Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) RE: Contract No. 23-142 The City of Spokane Valley is named as additional insured per attached form. City of Spokane Valley 10210 East Sprague Avenue Spokane Valley, WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) @ 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SB146932G (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured — Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Prima — Noncontributory provision 1.b. Definition of "written contract" 2. Additional Insured — Extended Coverage II. Liability Extension Coverages A. Bodily Injury — Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability — Damage to Premises F. Personal and Advertising Injury — Discrimination or Humiliation G. Personal and Advertising Injury — Broadened Eviction H. Waiver of Subrogation — Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED —BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. 'Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 1 of 7 SB146932G (Ed. 10-19) h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these $ premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 2 of 7 SB 146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract," we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 3 of 7 SB146932G (Ed. 10-19) i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products -completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract'; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage'; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A. and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The "bodily injury" or "property damage;" or (b) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 4 of 7 SB146932G (Ed. 10-19) b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a. through d. above; (2) "Property damage" to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury — Expanded Definition Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 5 of 7 SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co -"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability — Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. 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 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products - completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 6 of 7 SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury — Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: 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 or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation — Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 7 of 7 CNA COMMERCIAL UMBRELLA PLUS COVERAGE PART 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 identified under SECTION II — WHO IS AN INSURED of this policy. The word "insured" means any person or organization qualifying as such under SECTION 11 — WHO IS AN INSURED. The words "we," "us" and "our" refer to the Company providing this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION V — DEFINITIONS. SECTION I — COVERAGES 1. Insuring Agreement We will pay on behalf of the insured those sums in excess of "scheduled underlying insurance," "unscheduled underlying insurance" or the "retained limit" that the insured becomes legally obligated to pay as "ultimate net loss" because of "bodily injury," "property damage" or "personal and advertising injury" to which this insurance applies. a. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "incident" anywhere in the world; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) With respect to "bodily injury" or "property damage" that continues, changes or resumes so as to occur during more than one policy period, both of the following conditions are met: (1) Prior to the policy period, no "authorized insured" knew that the "bodily injury" or "property damage" had occurred, in whole or in part; and (ii) During the policy period, an "authorized insured" first knew that the "bodily injury" or "property damage" had occurred, in whole or in part. For purposes of this Paragraph (1) a.(3) only, if (a) "bodily injury" or "property damage" that occurs during this policy period does not continue, change or resume after the G-15057-C (Ed. 06/05) G-15057-C (Ed. 06/05) termination of this policy period; and (b) no "authorized insured" first knows of this "bodily injury" or "property damage" until after the termination of this policy period, then such first knowledge will be deemed to be during this policy period. b. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any "authorized insured" includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any "authorized insured": (1) Reports all, or any part, of the "bodily injury' or "property damage" to us or any other insurer; (2) Receives a written or verbal demand, claim or "suit" 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 occurred or has begun to occur. d. This insurance applies to "personal and advertising injury" caused by an "incident" committed anywhere in the world during the policy period. If we are prevented by law, statute or otherwise from paying on behalf of the insured, then we will indemnify the insured for those sums that the insured is legally obligated to pay as "ultimate net loss" because of "bodily injury," "property damage" or "personal and advertising injury" to which this insurance applies. 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. This exclusion does not apply to Employers Liability claims for "bodily injury" covered by "scheduled underlying insurance." b. Contractual Liability "Bodily injury," "property damage" or "personal and advertising injury" for which the insured is obligated to pay damages by reason of the Page 1 of 17 assumption of liability in a contract or agreement. This exclusion does not apply to liability for "ultimate net loss": (1) That the insured would have in the absence of the contract or agreement; or (2) Because of "bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract," provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. c. "Personal and advertising injury" Exclusions "Personal and advertising injury": (1) Caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury'; (2) Arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity; (3) Arising out of oral or written publication of material whose first publication took place before the beginning of the policy period; (4) Arising out of a criminal act committed by or at the direction of the insured; (5) Arising out of a breach of contract, except an implied contract to use another's advertising idea in your "advertisement'; (6) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (7) Arising out of the wrong description of the price of goods, products or services stated in $ your "advertisement"; s (8) Arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights; However, this exclusion does not apply to infringement, in your "advertisement," of copyright, trade dress or slogan; (9) Committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of websites for others; or (c) An Internet search, access, content or service provider; G-15057-C (Ed. 06/05) G-15057-C (Ed. 06/05) However, this exclusion does not apply to paragraphs 10. a., b. and c. of "personal and advertising injury" under SECTION V — DEFINITIONS; For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. (10) Arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control; or (11) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. d. Workers' Compensation and Similar Laws Any obligation of the insured under a: (1) Workers' compensation; (2) Disability benefits; or (3) Unemployment compensation law or any similar law. e. Employers 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 (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply: (1) To liability assumed by the insured under an "insured contract"; or (2) Only to the extent that coverage is provided by "scheduled underlying insurance." Page 2 of 17 f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for any insured or any person or organization for whom you may be legally responsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations: (i) If the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor; or (ii) If the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants." (e) That are, or that are contained in property that is: (i) Being transported or towed by, or handled for movement into, onto or from a covered "automobile"; (ii) Otherwise in the course of transit; (iii)Being stored, disposed of, treated or processed in or upon the covered "automobile'; (f) Before the "pollutants" or property in which the "pollutants" are contained are moved from the place where they are accepted by the insured for movement into or onto the covered "automobile"; or (g) After the "pollutants" or property in which the "pollutants" are contained are moved G-15057-C (Ed. 06/05) G-15057-C (Ed. 06/05) from the covered "automobile" to the place where they are finally: (i) Delivered; (ii) Disposed of, or (iii) Abandoned by the insured. Subparagraphs (a) and (d)(i) do not apply to "bodily injury" or "property damage" arising out of heat, smoke or fumes from a hostile fire. As used in this exclusion, a hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. Subparagraph (d)(i) does not apply to "bodily injury" or "property damage" arising out of the escape of fuels, lubricants, or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor. Subparagraph (e)(iii) does not apply to fuels, lubricants, fluids, exhaust, gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "automobile" or its parts if the "pollutants" escape or are discharged, dispersed or released directly from an "automobile" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants." Subparagraphs (f) and (g) do not apply if the "pollutants" or property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "automobile" and the discharge, dispersal, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. (2) "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. Page 3 of 17 N (3) Any loss, cost or expense arising out of any: (a) Request, demand or order 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." g. Watercraft "Bodily injury" or "property damage" arising out of the: (1) Ownership; (2) Maintenance; (3) Use; or (4) Entrustment to others of a "watercraft" owned or operated by or rented or loaned to an insured. Use includes operation or "loading or unloading." This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training, or monitoring of others by that insured, if the "incident" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A "watercraft" while ashore on premises you own or rent; (2) A "watercraft" you do not own that is: (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge; or (3) Liability assumed under an "insured contract" for the ownership, maintenance or use of "watercraft." h. Aircraft The ownership, maintenance, operation, use, entrustment to others or "loading or unloading" of any "aircraft": (1) Owned by an insured; or (2) Chartered without crew by an insured or on an insured's behalf. G-15057-C (Ed. 06/05) G-15057-C (Ed. 06/05) This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training, or monitoring of others by that insured, if the "incident" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any "aircraft" that is owned or operated by or rented or loaned to any insured. i. War Any liability arising out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage to Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Page 4 of 17 Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard." k. Damage to your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage to you Work "Property damage" to "your work" arising out of it or any part of it and included in the "products - completed operations hazard." This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage to Impaired Property or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. E.R.I.S.A. Liability for alleged or actual violations of the Employees Retirement Income Security Act of 1974 or any amendments or additions thereto. p. Directors and Officers Liability for a wrongful act, error, omission or breach of duty by an insured in the performance of the office of director or officer of an organization. G-15057-C (Ed. 06/05) G-15057-C (Ed. 06/05) q. Uninsured/Underinsured Motorist and Similar Laws Liability imposed on the insured under an uninsured/underinsured motorist law, a personal injury protection law, a reparations benefit law or other similar law. r. Electronic Data Any liability arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data." s. Nonemployment Related Discrimination To any alleged or actual nonemployment related discrimination committed intentionally against a person. t. Asbestos (1) "Bodily Injury," "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened exposure at any time to "asbestos"; or (2) Any loss, cost or expense that may be awarded or incurred: (a) By reason of a claim or "suit" for any such injury or damage; or (b) In complying with a governmental direction or request to test for, monitor, clean up, remove, contain or dispose of "asbestos." u. Fungi and Microbes (1) "Bodily injury," "property damage" or "personal and advertising injury," which would not have occurred, 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 microbes"; or (2) Any loss, cost, or expense arising out of the 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 microbes" by any insured or by anyone else. This exclusion applies regardless of any other cause or event that contributes concurrently or in any sequence to such injury or damage, loss, cost or expense. v. Silica (1) "Bodily injury" arising in whole or in part out of the actual, alleged or threatened respiration or ingestion at any time of "silica;" or Page 5 of 17 M I (2) "Personal and advertising injury" or "property damage" arising in whole or in part out of the actual, alleged or threatened presence of "silica." w. Named Insured vs. Named Insured Any liability arising out of claims or "suits" by a named insured against another named insured. x. Employment Related Practices Any liability arising out of: (1) A refusal to employ; (2) Termination of employment; (3) Demotion, evaluation, reassignment, discipline; (4) Coercion, defamation, discrimination, harassment or humiliation; or any other employment related practices, policies, acts or omissions. y. Terrorism Limitation G-15057-C (Ed. 06/05) To the extent that this insurance applies to an "automobile" or "mobile equipment' it is further subject to the pollution exclusion, exclusion f. of this policy. Use includes operation or "loading or unloading. bb. Do Not Call Any liability arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; 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 the CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. SECTION II — WHO IS AN INSURED "Bodily injury" or "property damage" arising out of 1 any act of terrorism, unless, and then only to the extent that coverage is provided by "scheduled underlying insurance." z. Liquor Liability Limitation "Bodily injury" or "property damage" for which an insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages; unless, and then only to the extent that coverage is provided by "scheduled underlying insurance." aa. Auto and Mobile Equipment Limitation Any liability arising out of the: (1) Ownership; (2) Maintenance; (3) Use; or (4) Entrustment to others of an "automobile" or "mobile equipment' owned or operated by or rented or loaned to an insured unless, and then only to the extent that coverage is provided by "scheduled underlying insurance." G-15057-C (Ed. 06/05) Named Insured means any individual or organization stated in the Declarations of this policy and if you are designated in the Declarations of this policy as: a. An individual, you and your spouse, but only with respect to the conduct of a business of which you are the sole owner. If you are designated in the Declarations of this policy as an individual, this policy shall not apply to liability arising out of your domestic or non - business activities. This does not apply to the ownership, maintenance, use or 'loading or unloading" of any "automobile," or to the Personal Umbrella Liability Coverage Part. b. A partnership or joint venture, you and your members, your partners, and their spouses, but only with respect to the conduct of your business. No person or organization is an insured with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. c. An organization other than a partnership or joint venture, you and your executive officers and directors, but only with respect to their duties as your officers or directors. Your stockholders are also named insureds, but only with respect to their liability as stockholders. d. A limited liability company, you and your members, but only with respect to the conduct of your business. Your managers are also named insureds but only with respect to their duties as your managers. Page 6 of 17 No person or organization is an insured with respect to the conduct of any current or past limited liability company that is not shown as a Named Insured in the Declarations. e. A corporation or organization, other than partnerships, joint ventures or limited liability companies, that you form, acquire or gain control of during the policy period, but only with respect to "bodily injury," "property damage" or "personal and advertising injury" taking place after you form, acquire or gain control of such corporation or organization. 2. Insured means the Named Insured and: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your employees, other than your executive officers and directors (if you are an organization other than a partnership, joint venture or limited liability company) or your members (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 or your business. However, none of these employees or "volunteer workers" is an insured for: (1) "Bodily injury" or "personal and advertising injury": (a) To you; to your partners or members (if you are a partnership or joint venture) to your members (if you are a limited liability company) or to a co -employee while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -employee or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in 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 control or, or over which physical control is being exercised for any purpose by G-15057-C (Ed. 06/05) G-15057-C (Ed. 06/05) you, any of your employees, "volunteer workers" any partner or member (if you are a partnership or joint venture) or any member (if you are a limited liability company). b. A person or organization for whom you are required, by virtue of a written contract entered into prior to the "bodily injury," "property damage" or "personal and advertising injury" occurring or being committed, to provide the insurance that is afforded by this policy. This insurance applies only with respect to operations by you or on your behalf or to facilities you own or use, but only to the extent of the limits of insurance required by such contract, not to exceed the limits of insurance in this policy. c. Any other persons or organizations included as an insured under the provisions of the "scheduled underlying insurance" shown in the Declarations of this policy and then only for the same coverage, except for limits of insurance, afforded under such "scheduled underlying insurance." However, If a blanket additional insured endorsement is attached to the general liability "scheduled underlying insurance" pursuant to a written or oral contract or agreement between you and another person or organization (called additional insured), this insurance is excess over such insurance provided to the additional insured subject to the following conditions: (1) If the limits specified in the written contract or agreement are less than the limits provided by the "scheduled underlying insurance," then no coverage is provided to the additional insured under this policy. (2) If the limits specified in the written contract or agreement are greater than the limits provided by the "scheduled underlying insurance," then this insurance is excess over the insurance provided by the "scheduled underlying insurance." The limits of insurance for the additional insured are the lesser of: (1) The limits specified in the written contract; or (ii) The limits of the "scheduled underlying insurance" plus the limits of this policy. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; c. Persons or organizations making claims or bringing "suits." Page 7 of 17 a d. "Automobiles," "aircraft" or "watercraft" to which this policy applies; or e. Coverages under which loss is insured in this policy. 2. The limit of insurance shown in the Declarations as the Aggregate Limit is the most we will pay for the sum of all "ultimate net loss," to which this insurance applies and applies separately to all "ultimate net loss": a. Included in the "products -completed operations hazard"; b. To which, and in the same manner, an aggregate limit applies under "scheduled underlying insurance" other than "ultimate net loss" included in the "products -competed operations hazard'; and c. To which no "scheduled underlying insurance" applies. The Aggregate Limit does not apply to "ultimate net loss" for which no aggregate limit applies in the "scheduled underlying insurance." 3. Subject to 2. above, the limit of insurance shown in the Declarations as the Each Incident limit is the most we will pay for the sum of all "ultimate net loss" to which this insurance applies arising arising out of any one "incident." 4. In the event of reduction or exhaustion of the aggregate limits of insurance under "scheduled underlying insurance" solely by reason of payments of a combination of covered: a. Expenses; b. Settlements; or c. Judgments paid thereunder as a result of "bodily injury," property damage" or "personal and advertising injury" taking place during this policy period, this policy shall, subject to this limit of insurance provision and to the remaining terms and provisions and conditions of this policy: a. Apply in excess of such reduction of "scheduled underlying insurance'; or b. Apply in place of the exhausted amount of "scheduled underlying insurance." Nothing in a. or b. above shall serve to increase the limits of insurance shown in the Declarations. 5. The limits of this policy shall apply separately to: a. Each consecutive annual period; and b. Remaining periods 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 G-15057-C (Ed. 06/05) G-15057-C (Ed. 06/05) 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 — CONDITIONS 1. Financial Impairment Bankruptcy, rehabilitation, receivership, liquidation or other financial impairment of you or an "underlying insurer" shall neither relieve nor increase any of our obligations under this policy. In the event there is diminished recovery or no recovery available to you as a result of such financial impairment of an insurer providing "scheduled underlying insurance," the coverage under this policy shall apply only in excess of the limits of insurance stated in the "scheduled underlying insurance." Under no circumstances shall we be required to drop down and replace the limits of insurance, or assume the obligations of a financially impaired insurer. 2. Duties of the Insured a. In the event of an "incident" which has not resulted in a claim or suit. Whenever you have information of an "incident" which involves injuries or damages likely to involve this policy, written notice shall be given by or for you to us or to our authorized agent as soon as practicable. The notice shall contain: (1) Particular information sufficient to identify the insured; (2) Such information as can be reasonably obtained with respect to time, place and circumstances of the occurrence or offense; and (3) Names and addresses of the insured and of available witnesses. b. In the Event of Claims or Suit You shall provide us with written notice as soon as practicable whenever: (1) A claim is made or "suit" is brought against you; (2) You receive notice that a right to bring claim or "suit" against you will be asserted; or (3) You obtain information that the obligation of "underlying insurers" to: (a) Investigate; (b) Defend; (c) Pay on behalf of; or (d) Indemnify you has ceased. Page 8 of 17 Every demand, notice, summons, amended complaint or other process received by you or your representative shall be forwarded with each notice. 3. Legal Action Against Us No legal action shall be brought against us unless you have fully complied with all the terms of this policy and the amount of your obligation to pay has been finally determined either by: a. Judgment against you after actual trial; or b. Written agreement between us, you and the claimant. 4. Other Insurance This insurance is excess over and will not contribute with any other insurance available to the insured whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise. This condition does not apply to insurance purchased specifically to apply in excess of this insurance. 5. Premium Audit a. We will compute all premiums for this policy in accordance with our rules and rates. b. C. d. If the premium is shown in the Declarations as flat, the premium for this policy is not subject to adjustment. If the premium is shown in the Declarations as adjustable, the premium shown as the advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period. Audit premiums are due and payable on notice to the first Named Insured shown in the Declarations. If the sum of the advance and audit premiums paid for the policy term are greater than the earned premium, we will return the excess, subject to the minimum premium, to the first Named Insured shown in the Declarations. The first Named Insured shown in the Declarations must keep records of the information we need for premium computation, and send us copies at such times as we request. 6. Nonrenewal If we decide not to renew this policy, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. 7. Severability of Interests The insurance afforded applies separately to each insured against whom claim is made or "suit" is G-15057-C (Ed. 06/05) G-15057-C (Ed. 06/05) brought. However, the inclusion of more than one insured shall not operate to increase the limits of insurance. B. Annual Rating If this policy is issued for a period in excess of one year, the premium may be revised on each annual anniversary in accordance with our rates and rules in effect at that time. 9. "Scheduled Underlying Insurance" Material change in premium for "scheduled underlying insurance" shall be promptly reported to us. Premium for this policy may be adjusted to reflect changes in underlying insurance in accordance with our manuals in effect at the time of the change. 10. Maintenance of "Scheduled Underlying Insurance" While this policy is in force you agree that the policies listed in the Declarations as "scheduled underlying insurance" and their renewals and replacements shall be maintained, without alterations of terms or conditions, in full effect during the term of this policy; except for reduction or exhaustion of the aggregate limits of insurance in the "scheduled underlying insurance," provided that such reduction or exhaustion is solely the result of "incidents" taking place during this policy period, and not before. If you fail to maintain "scheduled underlying insurance," this condition shall not invalidate this policy. However, in the event of such failure, we will only be liable to the same extent as if you had complied with this condition. 11. Appeals If you or your "underlying insurers" elect not to appeal a judgment in excess of the limits of insurance afforded by the: a. "Scheduled underlying insurance"; b. "Unscheduled underlying insurance"; or c. "Retained limit"; we may elect to appeal. Our limit of liability shall not be increased because of such appeal. We will, however, pay the following costs and expenses: a. All premium bonds to release attachments for an amount not in excess of the applicable limit of liability of this policy; b. All premiums on appeal bonds required in such defended "suit," but without obligation to apply for or furnish such bonds; c. Court fees; d. Costs and expenses taxed against you by the appellate court and interest accruing after entry of a judgment against you and before we have: (1) Paid; Page 9 of 17 N (2) Offered to pay; or (3) Deposited in court the part of the judgment that is within the applicable limit of insurance. Where the "underlying insurers" terminate their liability to pay interest on the judgment by an offer to pay their limits, you shall demand that such limits be paid. If the appeal is successful, such amounts not obligated to be paid shall be returned to such "underlying insurer." 12. Subrogation In the case of any payments by us under the coverages of this policy, we shall be subrogated to all rights of recovery against any other party which you may have and will cooperate with you and all other interests. Amounts recovered shall be apportioned in the following order: a. Amounts paid in excess of the payments under this policy shall first be reimbursed up to the amount paid by those, including you, who made such payments; b. We are then to be reimbursed up to the amount we paid; c. Any remainder shall be available to the interests of those over whom this coverage is in excess and who are entitled to claim such remainder. Expenses necessary to the recovery of such amounts shall be divided between the interests concerned, including you, in the ratio of their respective recoveries as finally settled. 13. Settlement of Claims or Suit We may pay, but are not obligated to pay, any part or all of the amount of the "retained limit" to effect settlement of a claim or "suit." Upon notification of the action taken you shall promptly reimburse us for such part of the "retained limit" that we had paid. All named insureds are jointly and severally responsible for our reimbursement and agree to make such reimbursement within 30 days after we give you written notice or demand for payment. 14. Sole Agent The insured first named in the Declarations is authorized to act on behalf of all named insureds and other insureds with respect to: a. The giving and receiving of notice of cancellation; and b. Receiving return premium that may be payable under this policy. The insured first named in the Declarations is responsible for the payment of premiums, but the other named Insureds jointly and severally agree to make G-15057-C (Ed. 06/05) G-15057-C (Ed. 06/05) such payments in full if the insured first named fails to pay the amount due within 30 days after we give written notice or demand. 15. Trade Sanctions In accordance with laws and regulations of the United States concerning economic and trade embargoes, this policy is void ab initio (void from its inception) with respect to any term or condition of this policy that violates any laws or regulations of the United States concerning economic and trade embargoes including, but not limited to the following: a. Any insured, or any person or entity claiming the benefits of an insured, who is or becomes a Specially Designated National or Blocked Person or who is otherwise subject to U.S. economic or trade sanctions; b. Any claim or "suit" that is brought in a Sanctioned Country or by a Sanctioned Country Government, where any action in connection with such claim or "suit" is prohibited by U.S. economic or trade sanctions; c. Any claim or "suit" that is brought by any Specially Designated National or Blocked Person or any person or entity who is otherwise subject to U.S. economic or trade sanctions; d. Property that is located in a Sanctioned Country or that is owned by, rented to or in the care, custody or control of a Sanctioned Country Government, where any activities related to such property are prohibited by U.S. economic or trade sanctions; or e. Property that is owned by, rented to or in the care, custody or control of a Specially Designated National or Blocked Person, or any person or entity who is otherwise subject to U.S. economic or trade sanctions. As used in this policy a Specially Designated National or Blocked Person is any person or entity that is on the list of Specially Designated Nationals and Blocked Persons issued by the U.S. Treasury Department's Office of Foreign Asset Control (O.F.A.C.) as it may be from time to time amended. As used in this policy a Sanctioned Country is any country that is the subject of trade or economic embargoes imposed by the laws or regulations of the United States of America. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition Page 10 of 17 a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Automobile" means 3. 4. 5. a. A land motor vehicle, trailer or semitrailer designed for travel on public roads; including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "automobile" does not include "mobile equipment." "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. "Aircraft" means a vehicle designed to transport persons or property in the air. "Impaired property" means tangible property, other than "your product" or "your work," that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 6. "Insured contract" means: a. A lease of premises; b. A sidetrack agreement; c. An easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An indemnification of a municipality as required by ordinance, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. The part of other contracts or agreements pertaining to your business (including an G-15057-C (Ed. 06/05) G-15057-C (Ed. 06/05) indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability to pay damages because of "bodily injury" or "property damage" to a third person or organization, if the contracts or agreements are made prior to the "bodily injury" or "property damage." Tort liability means liability that would be imposed by law in the absence of contracts or agreements. An "insured contract" does not include that part of a contract or agreement: a. That indemnifies an architect, engineer or surveyor for an injury or damages arising out of: (1) Preparing, approving or failing to prepare or approve: (a) Maps; (b) Drawings; (c) Opinions; (d) Reports; (e) Surveys; (f) Change orders; (g) Designs; or (h) Specifications; or (2) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; b. Under which the insured, if an architect, engineer or surveyor, assumes liability for injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in a.(1) above and supervisory, inspection or engineering services; or c. That indemnifies a person or organization for damage by fire to premises rented or loaned to an insured. 7. "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 "automobile"; b. While it is in or on an "aircraft," "watercraft" or "automobile"; or c. While it is being moved from an "aircraft," "watercraft" or "automobile" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the "aircraft," "watercraft" or "automobile." Page 11 of 17 S 8. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles that travel on crawler treads; c. Vehicles maintained for use solely on or next to premises you own or rent; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps, and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following type of permanently attached equipment are not "mobile equipment" but will be considered "automobiles": (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 "automobiles" or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a G-15057-C (Ed. 06/05) G-15057-C (Ed. 06/05) compulsory or financial responsibility law or other motor vehicle insurance law are considered "automobiles" 9. "Incident" a. With respect to "bodily injury" and "property damage," "incident" means an occurrence. An occurrence means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. b. With respect to "personal and advertising injury," "incident" means an offense arising out of your business. 10. "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 or abuse of process; c. Wrongful eviction from, wrongful entry into, or the invasion of the right of private occupancy of a room, dwelling or premises that a person occupies committed by or on behalf of its owner, landlord or lessor; d. Discrimination, unless such insurance is prohibited by law; e. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; f. Oral or written publication, in any manner, of material that violates a person's right of privacy; g. The use of another's advertising idea in your "advertisement;" h. Infringing upon another's copyright, trade dress or slogan in your "advertisement." 11. a. "Products -completed operations hazard" includes "bodily injury" and "property damage" occurring away from premises an insured owns or rents and arising out of "your product" or "your work" except: (1) Products in your physical possession; or (2) Work not yet completed or abandoned. b. "Your work" will be deemed completed at the earliest of the following: (1) When all work called for in the "insured contract" has been completed; (2) When all of the work to be done at the site has been completed if the "insured's contract" calls for work at more than one site; or Page 12 of 17 (3) When that part of the work done at a job site has been put to its intended use by a person or organization other than another contractor or subcontractor working on the same project. Work that may need: (a) Service; (b) Maintenance; (c) Correction; (d) Repair; or (e) Replacement; but which is otherwise complete, will be treated as completed. c. This hazard 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 created by the "loading or unloading" of it; or (2) The existence of: (a) Tools; (b) Uninstalled equipment; or (c) Abandoned or unused materials. 12. "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 shall be deemed to occur at the time of the occurrence that caused it. For the purposes of this insurance, "electronic data" is not tangible property. 13. "Suit" means a civil proceeding in which damages because of: a. "Bodily injury'; b. "Property damage"; or c. "Personal and advertising injury'; to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding alleging such damages to which you must submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which you submit with our consent. G-15057-C (Ed. 06/05) G-15057-C (Ed. 06/05) 14. "Your product" means: a. Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (1) You; (2) Others trading under your name; or (3) A person or organization whose business or assets you have acquired; and b. Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. "Your product" includes warranties or representations made with respect to the fitness, quality, durability, performance or use of "your product" and the providing of or failure to provide warnings or instructions. "Your product" does not include vending machines or other property rented to or located for the use of others but not sold. 15. "Your work" means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or operations. "Your work" includes warranties or representations made with respect to the fitness, quality, durability, performance or use of "your work" and the providing of or failure to provide warnings or instructions. 16. "Retained limit" means the amount stated as such in the Declarations. The "retained limit" is retained and payable by the insured as respects all "incidents" not covered by "scheduled underlying insurance" or by "unscheduled underlying insurance." 17. "Scheduled underlying insurance" means the insurance policies listed in the Schedule of Underlying Insurance including renewal or replacement of such contracts which are not more restrictive than those listed in the aforementioned Schedule of Underlying Insurance. 18. "Ultimate net loss" a. "Ultimate net loss" means the actual damages the insured is legally obligated to pay, either through: (1) Final adjudication on the merits; or (2) Through compromise settlement with our written consent or direction; because of "incident(s)" covered by this policy. However, it includes the above mentioned sums only after deducting all other recoveries and salvages. Page 13 of 17 S r: w b. "Ultimate net loss" does not include the following: (1) Costs or expenses related to: (a) Litigation, (b) Settlement; (c) Adjustment; or (d) Appeals; nor costs or expenses incident to the same which an "underlying insurer" has paid, incurred or is obligated to pay to or on behalf of the insured; (2) Pre -judgment interest; (3) Office costs and expenses and salaries and expenses of the employees of an insured; (4) Our office costs and expenses and salaries of our employees; or (5) General retainer and/or monitoring fees of counsel retained by the insured. 19. "Underlying insurer" means an insurer whose policy covers "bodily injury," "property damage" or "personal and advertising injury" also covered by this policy but does not include insurers whose policies were purchased specifically to be in excess of this policy. It includes all insurers providing: a. "Unscheduled underlying insurance'; and b. "Scheduled underlying insurance." 20. "Unscheduled underlying insurance" a. "Unscheduled underlying insurance" means insurance policies available to an insured, whether: (1) Primary; (2) Excess; (3) Excess -contingent; or (4) Otherwise; except the policies listed in the Schedule of Underlying Insurance. b. "Unscheduled underlying insurance" does not include insurance purchased specifically to be excess of this policy. 21. "Watercraft" means a vehicle designed to transport persons or property in or on water. 22. "Authorized Insured" means any named insured or any employee authorized by a named insured to give or receive notice of a claim or "suit." 23. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including G-15057-C (Ed. 06/05) G-15057-C (Ed. 06/05) 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. 24. "Pollutants" means 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. 25. "Fungi or microbes" means: a. Any form of fungus, yeast, mold, mildew, or mushroom, including mycotoxins, spores, scents, byproducts or other substances produced or released by fungi; and b. Any bacteria, virus, or any other non -fungal, single celled or colony -form organism, including any toxins, scents, byproducts or other substances it produces or releases, whose injurious source is in or on a building or its contents. But "fungi and microbes" does not include fungi that were deliberately grown for human consumption, microbes that were transmitted directly from person to person, or microbes that caused food poisoning, if your business is food processing, sales, or serving. 26. "Silica" means the chemical compound silicon dioxide (SiO2) in any form, including dust which contains "silica." 27. "Asbestos" means the mineral in any form whether or not the asbestos was at any time: a. Airborne as a fiber, particle or dust; b. Contained in or formed a part of a product, structure or other real or personal property; c. Carried on clothing; d. Inhaled or ingested; or e. Transmitted by any other means. 28. "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. SECTION VI — DEFENSE PAYMENT AND RELATED DUTIES 1. If a claim or "suit" alleges damages covered by underlying policies and the obligation of all "underlying insurers" either to: a. Investigate and defend the insured; or b. Pay the cost of such investigation and defense; ceases solely through exhaustion of all underlying limits of insurance through payment of a combination Page 14 of 17 of covered expenses, settlements or judgments for "bodily injury," "property damage" or "personal and advertising injury" taking place during our policy period, then we will either: a. Assume the investigation and defense of the insured against "suits" seeking damages; or b. If we elect not to assume the investigation and defense in 1.a. above, we will reimburse the insured for reasonable defense costs and expenses incurred with our written consent. However, such reimbursement excludes: (1) Office expenses of the insured; (2) Salaries and expenses of employees; and (3) General retainer fees of counsel retained by the insured. 2. We will investigate and defend an insured or reimburse an insured for "suits" brought against an insured for a claim or "suit' that alleges damages because of "bodily injury," "property damage" or "personal and advertising injury" not covered under: a. "Scheduled underlying insurance"; and b. "Unscheduled underlying insurance"; but which seeks damages because of "bodily injury," "property damage" or "personal and advertising injury" otherwise covered under this policy. Costs and expanses of such investigation and defense are not subject to the "retained limit." 3. We will investigate and defend an insured or reimburse an insured for such costs of investigation and defense described in either 1. or 2. above, even if the allegations of a "suit' are: a. Groundless; b. False; or c. Fraudulent; but only until we make payment or offer to pay or deposit in court that part of judgment(s) not exceeding our limit of insurance. 4. We shall also have the sole right to make settlement of a "suit' as we deem expedient. 5. If not permitted by law or otherwise to perform these duties, we will pay an insured for defense costs and expenses incurred with our prior written consent. 6. Amounts we pay or incur pursuant to the obligation to defend or pay the costs and expenses of defense are in addition to, and not subject to, the limits of insurance stated in the Declarations. 7. In addition to our limits of insurance, we will pay prejudgment interest awarded against an insured on that part of a judgment covered by this policy. We will G-15057-C (Ed. 06/05) G-15057-C (Ed. 06/05) not pay prejudgment interest on that period of time after we offer to pay: a. Our limit of insurance; or b. That portion of our limit of insurance which equals the amount of a settlement demand when combined with the limits of "underlying insurers." 8. We will pay interest on a judgment that accrues after entry of that judgment, but before we have: a. Paid; b. Offered to pay; or c. Deposited in court that part of the judgment that is within the limit of insurance of this policy. The amount of interest we pay will be in direct proportion that amount we pay as damages bears to the total amount of judgment. We will not pay additional interest that accrues after we have: a. Paid; b. Offered to pay; c. Deposited in court that part of the judgment that is within the limit of insurance of this policy. 9. We will pay all reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit." This includes actual loss of earnings up to liability $250. a day because of time off from work. NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (BROAD FORM) It is agreed that: I. This policy does not apply: A. Under Liability Coverage to "bodily injury" "personal and advertising injury" or "property damage" 1. With respect to which an insured under this policy, is also an insured under a nuclear energy liability policy issued by the: a. Nuclear Energy Liability Insurance Association; b. Mutual Atomic Energy Liability Underwriters; or c. Nuclear Insurance Association of Canada; or any of their successors, or would be an insured under any such policy but for its Page 15 of 17 G-15057-C (Ed. 06/05) termination upon exhaustion of its limit of II. As used in this endorsement: liability; or A. "Hazardous properties" include radioactive, toxic 2. Resulting from the "hazardous properties" of or explosive properties. "nuclear material" and with respect to which: B. "Nuclear material" means "source material," a. Any person or organization is required to "special nuclear material" or "byproduct material." maintain financial protection pursuant to C. "Source material," "special nuclear material" and the Atomic Energy Act of 1954, or any law "by-product material" have the meanings given or amendment thereof; or them in the Atomic Energy Act of 1954 or in any b. The insured is, or had this policy not been law amendatory thereof. issued would be, entitled to indemnity D. "Spent fuel" means any fuel element or fuel from the United States of America, or any component, solid or liquid, which has been used agency thereof, under any agreement or exposed to radiation in a "nuclear reactor." entered into by the United States of America, or any agency thereof, with any E. "Waste" means waste material: person or organization. 1. Containing "by-product material" other than B. Under any Supplementary Payments provision the tailings or waste produced by the relating to first aid, to expenses incurred with extraction or concentration of uranium or respect to "bodily injury" resulting from the thorium from ore processed primarily for its "hazardous properties" of "nuclear material," and "source material" content; and arising out of the operation of a "nuclear facility" by any person or organization. 2. Resulting from the operation by any person or organization, of a "nuclear facility" included C. Under any Liability Coverage, to "bodily injury" within paragraphs 1. and 2. of the definition of "personal and advertising injury" or "property "nuclear facility." damage" resulting from the "hazardous properties" of "nuclear material," if: F. "Nuclear facility" means: 1. The "nuclear material": 1. Any "nuclear reactor"; a. Is at any "nuclear facility" owned by, or 2• Any equipment or device designed or used operated by or on behalf of, an insured; or for: b. Has been discharged or dispersed a. Separating the isotopes of uranium or therefrom; plutonium; 2. The "nuclear material" is contained in "spent b. Processing or utilizing "spent fuel'; or V fuel" or "waste" at any time possessed, c. handling, processing or packaging handled, used, processed, stored, transported "waste' ; 0 or disposed of by or on behalf of an insured; or 3. Any equipment or device used for the processing, fabricating or alloying of special $ 3. The "bodily injury," "personal and advertising "nuclear material" if at any time the total s injury," or "property damage" arises out of the amount of such material in the custody of the furnishing by an insured of services, insured at the premises where such materials, parts or equipment in connection equipment is located consists of or contains with the: more than: = a. Planning; a. 25 grams of plutonium or uranium 233 or b. Construction; any combination thereof; or c. Maintenance; b. 250 grams of uranium 235; d. Operation; or 4. Any structure, basin, excavation, premises or place prepared or used for the storage or e. Use of disposal of "waste'; any "nuclear facility," but if such facility is and includes the site on which any of the located within the United States of America, foregoing is located, all operations conducted on its territories or possessions or Canada, this such site and all premises used for such exclusion (C.3.) applies only to "property operations. damage" to such "nuclear facility" and any property threat. G-15057-C Page 16 of 17 (Ed. 06/05) G. "Nuclear reactor" means an apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material. G-15057-C (Ed. 06/05) G-15057-C (Ed. 06/05) H. "Property damage" includes all forms of radioactive contamination of property. Page 17 of 17 CMA BEd 02/1 ) NOTICE OF CANCELLATION TO CERTIFICATEHOLDERS It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. CNA68021XX (Ed. 02/13) Page 1 of 1 Copyright, CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CMA Policy PROFE&NT BIITY INSURANCE POLICY Y NL y. THIS PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY IS WRITTEN ON A "CLAIMS -MADE AND REPORTED" BASIS AND APPLIES ONLY TO THOSE CLAIMS FIRST MADE AGAINST AN INSURED AND REPORTED TO THE INSURER IN ACCORDANCE WITH THE SECTION OF THE POLICY ENTITLED CONDITIONS, THE CONDITION ENTITLED THE INSURED'S DUTIES IF THERE IS A CLAIM. Insurer means the Stock Insurance Company named on the Policy Declarations. Other key words and phrases, whether expressed in the singular or plural, that have special meaning are displayed in bold face type. See the DEFINITIONS section of the Policy. The Insurer and the Insured agree as follows: I. COVERAGE A. INSURING AGREEMENTS 1. Professional Liability The Insurer will pay all amounts in excess of the deductible up to the limit of liability that the Insured becomes legally obligated to pay because of a claim as a result of a wrongful act in the performance of professional services, provided that: a. on the knowledge date, none of the Insured's directors, officers, principals, partners, or insurance managers knew of any wrongful act that could reasonably be expected to become the basis of such claim; and b. such claim is first made against the Insured during the policy year and reported to the Insurer in accordance with section VI, CONDITIONS, paragraph B., The Insured's Duties if There is a Claim. Except as set forth in the section VI, CONDITIONS, paragraph C., The Insured's Rights and Duties In the Event of a Circumstance, a claim is considered first made on the earlier of the Insured's receipt of the claim or the Insurer's receipt of notice of the claim. 2. Pollution Incident Liability The Insurer will pay all amounts in excess of the deductible up to the limit of liability that the Insured becomes legally obligated to pay because of a claim as a result of a pollution incident arising out of: a. the Insured's activities or the activities of any person or entity for whom the Insured is liable; b. a covered location; or c. a non -owned disposal site, provided that: i. on the knowledge date, none of the Insured's directors, officers, principals, partners, or insurance managers knew of any act, error or omission that could reasonably be expected to become the basis of such claim; and ii. such claim is first made against the Insured during the policy year and reported to the Insurer in accordance with section VI, CONDITIONS, paragraph B., The Insured's Duties if There is a Claim. Except as set forth in the section VI, CONDITIONS, paragraph C., The Insured's Rights and Duties In the Event of a Circumstance, a claim is considered first made on the earlier of the Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 1 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 9 of 33 151 North Franklin Street, Chicago, IL 60606 c Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance C!NA Policy Insured's receipt of the claim or the Insurer's receipt of notice of the claim. The Insurer will also pay claim expenses in connection with such covered claim. Claim expenses are included within and reduce the limits of liability. B. SUPPLEMENTAL INSURING AGREEMENT— RECTIFICATION EXPENSE The Insurer will reimburse the Named Insured for rectification expense in excess of the deductible and up to the applicable design defect circumstance limit of liability, provided that: 1. the Insured reports the design defect circumstance as soon as practicable during the policy year and in accordance with the Section of the Policy entitled CONDITIONS, the condition entitled The Insured's Rights and Duties in the Event of a Circumstance; 2. the Insured demonstrates to the Insurer's satisfaction that there is a design defect which is reasonably likely to give rise to a claim covered under this Policy; 3. the Insured provides the Insurer with details of the action being contemplated by the Insured to minimize any potential liability arising out of such design defect circumstance and the amount of rectification expense that is contemplated in connection with such action as soon as practicable during the policy year or within sixty (60) days of the expiration of the policy year; 4. prior to incurring any rectification expense, the Insurer consents in writing to such rectification expense; provided that such consent is not required if the Insured can establish that an emergency response was necessary; 5. in the event a claim is made arising out of a design defect circumstance, then the Insurer may, at its sole discretion, cease paying further rectification expense associated with such design defect circumstance; and 6. such design defect circumstance does not arise out of the same or similar design defect circumstances for which reimbursement expenses have been requested or paid. Such rectification expense will be reimbursed within ninety (90) days of the Insured's submission of a proof of loss of such rectification expense which was consented to by the Insurer. In the event that the Insurer and the Named Insured do not agree that the Insured's proposed rectification expense is reasonable, then the Insured and the Insurer agree to submit such dispute to any form of alternative dispute resolution acceptable to both parties. Should the Named Insured and the Insurer be unable to agree on the form of alternative dispute resolution, then such dispute shall be submitted to binding arbitration administered by the American Arbitration Association under its Construction Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. C. DEFENSE AND SETTLEMENT 1. The Insurer has the right and duty to defend any claim against the Insured seeking amounts that are payable under the terms of this Policy, even if any of the allegations of the claim are groundless, false or fraudulent. The Insurer will designate or, at its option, approve counsel to defend the claim. The Insurer is not obligated to defend any claim or pay any amounts after the applicable limit of liability has been exhausted. 2. The Insurer will not settle any claim without the informed consent of the first Named Insured. 3. If a claim results in a punitive, exemplary, or multiplied damage award, the Insurer will pay such award, up to the applicable limit of liability, to the fullest extent permitted by law. The enforceability of the foregoing shall be governed by such applicable law in the jurisdiction which most favors coverage for punitive, exemplary and multiplied damages; provided that such jurisdiction has a substantial relationship to the Insured or the claim. Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 2 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 10 of 33 151 North Franklin Street, Chicago, IL 60606 0 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNAPolicy II. SUPPLEMENTARY PAYMENTS Except as noted in subparagraph D. below, payments made under this section are the Insurer's costs, are not subject to the deductible, and are in addition to the limits of liability shown on the Declarations. A. Crisis Event Expenses The Insurer will reimburse the Named Insured up to 50% of crisis event expenses up to a maximum of $15,000 per crisis event, subject to a maximum reimbursement by the Insurer of $50,000 per policy year for all crisis events, for crisis event expenses incurred as a result of a crisis event that occurs during the policy term. B. Pre -claims Assistance Until the date a claim is made, the Insurer may pay for all costs or expenses it incurs, at the Insurer's sole discretion, as a result of investigating a circumstance that the Insured reports in accordance with the Section of the Policy entitled CONDITIONS, the condition entitled The Insured's Rights and Duties in the Event of a Circumstance. C. Defendant Reimbursement If the Insurer requests the Insured's presence at a trial, hearing, deposition, mediation or arbitration, the Insurer will pay up to $500 a day per person, subject to a maximum amount of $15,000 per claim. D. ADA, FHA, and OSHA The Insurer will reimburse the Insured for legal fees and expenses up to $35,000 per policy year in responding to regulatory or administrative actions brought directly against the Insured by a government agency under the Americans with Disabilities Act of 1990 (ADA), the Fair Housing Act (FHA), or the Occupational Safety and Health Act (OSHA), provided that the regulatory or administrative actions: 1. are first commenced during the policy year; 2. arise out of the performance of professional services; and 3. are reported to the Insurer prior to any legal fees or expenses being incurred. After the Insurer has paid $35,000 under this provision, any additional amounts the Insurer agrees to pay will be treated as claim expenses and will be subject to the Insured's deductible and be included in the limits of liability for the policy year in which the action was commenced. The Insurer will not be responsible for any fines or penalties. E. Disciplinary Proceedings The Insurer will reimburse the Insured up to $25,000 in the aggregate per policy year, regardless of the number of disciplinary proceedings, for attorney fees and other reasonable costs, expenses or fees incurred by the Insured with the Insurer's prior written consent in responding to a disciplinary proceeding commenced against the Insured during the policy year, provided that such disciplinary proceeding is reported to the Insurer during such policy year. F. Dodd -Frank Fees and Expenses The Insurer will reimburse the Insured for legal fees and expenses up to $50,000 per policy year in responding to regulatory or administrative actions brought directly against the Insured by a government agency under the Dodd -Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd -Frank), provided that the regulatory or administrative actions: 1. are first commenced during the policy year; 2. arise out of the performance of professional services; 3. do not arise out of services performed by the Insured as a "municipal advisor" as defined in Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 3 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 11 of 33 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. CProfessional Liability and Pollution Incident Liability Insurance !MA Policy Dodd -Frank; and 4. are reported to the Insurer prior to any legal fees or expenses being incurred. The Insurer will not be responsible for any fines or penalties. Ill. DEFINITIONS Bodily injury means bodily injury, sickness, disease, mental anguish, or emotional distress sustained by a person, including death resulting from any of these at any time. Circumstance means an event reported to the Insurer during the policy term from which the Insured reasonably expects that a claim could be made. Claim means a demand for money or services, naming the Insured and alleging a wrongful act or pollution incident. Claim expenses mean: 1. fees charged by an attorney designated or approved by the Insurer to represent the Insured; 2. all other fees, costs, and expenses resulting from the investigation, adjustment, defense, and appeal of a claim, if incurred by: a. the designated attorney, b. the Insurer, or c. the Insured, with the Insurer's prior written consent; and 3. premiums for bonds posted in connection with an appeal. However, the Insurer is not obligated to apply for or furnish any such bonds. Claim expenses do not include fees and expenses of independent adjusters or salaries of the Insurer's officials or employees, other than fees and expenses charged by the Insurer's employed attorneys who may be designated to represent the Insured with the Insured's prior consent. Covered location means a location that is scheduled onto this Policy as a covered location by endorsement issued by the Insurer. Covered location also includes the address shown on the Declarations. Covered location does not include a location that has been sold, given away or abandoned by the Named Insured or that has been condemned, or a rented location where the lease has expired without renewal or has been terminated. Crisis event means any: 1. wrongful act or pollution incident; 2. death, departure, or debilitating illness of a partner, officer, director or member of the Named Insured; 3. potential dissolution of the Named Insured for any reason other than bankruptcy; or 4. violent act, kidnapping, sexual assault, criminal firearm use or workplace accident resulting in negative local or national media coverage of the Named Insured, that the Named Insured reasonably believes will have a material adverse effect upon the Named Insured's reputation. Crisis event expenses mean reasonable fees, costs and expenses incurred by the Named Insured for consulting services provided by a public relations firm to the Named Insured in response to a crisis event, but only for up to sixty (60) days following a crisis event. Design defect means a wrongful act, but does not include any actual or alleged negligence in the review of shop drawings and submittals, issuance of change orders, observation of construction or review of any contractors' requests for payment. Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 4 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 12 of 33 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. ��A Professional Liability and Pollution Incident Liability Insurance Policy Design defect circumstance means a circumstance arising out of a design defect for which the Insured has requested reimbursement of a rectification expense from the Insurer. Disciplinary proceeding means any pending matter, including an initial inquiry, before a state or federal licensing board or a peer review committee to investigate charges alleging a violation of any rule of professional conduct in the performance of professional services. Domestic partner means any person qualifying as such under any federal, state or local laws or under the Insured's employee benefit plans. Emergency response means an action taken by the Insured to rectify a design defect that prevents imminent bodily injury and/or material physical injury to, or destruction of, tangible property due to that design defect, which is otherwise insured under this Policy. Extended reporting period means the period of time after the end of the policy term for reporting claims to the Insurer that are first made against the Insured during the applicable extended reporting period arising out of: 1. a wrongful act that took place prior to the end of the policy term that is otherwise covered by this Policy; or 2. activities that took place prior to the end of the policy term that result in a pollution incident that is otherwise covered by this Policy. Fungi means any form of fungus including but not limited to yeast, mold, mildew, rust, smut or mushroom, and including any spores, mycotoxins, odors, or any other substances, products, or byproducts produced by, released by, or arising out of the current or past presence of fungus. Hostile fire means a fire that becomes uncontrollable or breaks out from where it was intended to be. Insured means the Named Insured, a newly acquired subsidiary and: 1. any current partner, officer, director, member, stockholder or employee of the Named Insured or newly acquired subsidiary during the policy term, but only while acting within the scope of their duties for the Named Insured or newly acquired subsidiary; 2. any current leased or contracted personnel, but only while acting within the scope of their duties for the Named Insured or newly acquired subsidiary; 3. any retired or past partner, officer, director, member, stockholder or employee or leased or contracted personnel of the Named Insured or newly acquired subsidiary, but only for professional services or activities performed for or on behalf of, at the request of, and for the benefit of the Named Insured or newly acquired subsidiary; and 4. solely with respect to Insuring Agreement A.2., Pollution Incident Liability, any client or project owner for whom the Named Insured performs activities, provided that: a. a written contract or agreement is in effect between the Named Insured and a client or project owner under which the Named Insured assumes the tort liability of the client or project owner to pay compensatory damages to a third party for a pollution incident; b. such pollution incident is caused by the Named Insured's activities, or the activities of any person or entity for whom the Named Insured is liable; and c. such written contract or agreement is executed prior to the pollution incident, and: i. incorporates an enforceable indemnity provision pertinent to the pollution incident; or ii. requires such client or project owner to be made an additional insured under the Policy that insures the Named Insured against pollution incidents. For purposes of this definition only, "tort liability" means liability for a civil or private wrong imposed by Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 5 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 13 of 33 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CMAPolicy law in the absence of any contract or agreement. Insured does not include the estates, heirs, legal representatives, assigns, spouses, and any domestic partner of any natural person within the definition of Insured. However, coverage is afforded to such persons or entities under this Policy as provided in the Section of the Policy entitled CONDITIONS, the condition entitled Estates, Legal Representatives, and Spouses. Knowledge date means the date set forth on the Declarations as the Knowledge Date. Leased or contracted personnel means any natural person who is working under the direct control and supervision of the Named Insured or newly acquired subsidiary as a substitute for a permanent employee on leave, or to meet seasonal or short-term workload conditions. Leased or contracted personnel does not include a subconsultant or subcontractor. Microbe means any non -fungal microorganism or non -fungal, colony -form organism that causes infection or disease. Microbe includes any spores, mycotoxins, odors, or any other substances, products, or byproducts produced by, released by, or arising out of current or past presence of microbes. But microbe does not mean microbes that were transmitted directly from person to person. Named Insured means the persons or entities identified on the Declarations as the Named Insured. Newly acquired subsidiary means any entity, newly formed or acquired by a Named Insured during the policy term, in which such Named Insured has more than a 50% legal or beneficial interest. However, no such entity will be deemed a newly acquired subsidiary beyond ninety (90) days after the Named Insured acquires or forms it. For coverage to continue beyond the first ninety (90) days, the following conditions apply: 1. within ninety (90) days of such formation or acquisition, the Named Insured must provide the Insurer with full particulars of such newly acquired subsidiary; 2. after receipt of such notice, the Insurer must agree to endorse this Policy to insure such newly acquired subsidiary; and 3. the Named Insured must pay the additional premium, if any, and agree to any amendment of the provisions of this Policy by reason of such formation or acquisition. Coverage exists for claims made against a newly acquired subsidiary only if, prior to the acquisition date or formation date, none of the Insured's, directors, officers, principals, partners, or insurance managers of the Named Insured or such newly acquired subsidiary knew of any act, error, omission, or event that could reasonably be expected to become the basis of that claim. Non -owned disposal site means a location not owned, operated, leased or rented by the Insured that is used by the Named Insured for the treatment, storage or disposal of wastes or materials that are generated by activities performed by or on behalf of the Named Insured, provided that: 1. such location is permitted or licensed by the applicable authority to accept such wastes or materials as of the date such wastes or materials are treated, stored or disposed of at the location; and 2. such location is not listed on a proposed or final Federal National Priorities List or any equivalent National Priority List, Superfund or Hazardous Waste List prior to the treatment, storage or disposal of such wastes or materials at such location. Nuclear facility means the site where a nuclear reactor is located or where nuclear waste or material is disposed. Policy term means the period of time from the effective date and time of this Policy to the date and time of termination as shown on the Declarations, or its earlier cancellation date. Policy term does not include any extended reporting period. If the length of the policy term is the same as the policy year, the terms policy term and policy year are used interchangeably herein. Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 6 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 14 of 33 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance C!NA Policy Policy year means the period of one year following the effective date of the policy term or any subsequent one-year anniversary thereof if the policy term is more than one year. As permitted by individual state law, a policy year may be extended or reduced by endorsement or by termination of the Policy. 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. Pollutants do not mean heat, smoke, vapor, soot, or fumes from a hostile fire or explosion. Pollution incident means the actual or alleged: 1. discharge, dispersal, seepage, migration, release or escape of pollutants into or upon land, the atmosphere, or any watercourse or body of water; or 2. inhalation of, ingestion of, contact with, exposure to, existence of, growth or presence of fungi or microbes, which results in bodily injury or property damage. However, a pollution incident cannot arise from any dishonest, fraudulent, criminal, malicious act or omission, or an intentional wrongdoing committed by the Insured or at the Insured's direction or with the Insured's prior knowledge. Professional services mean those services that the Insured, or any person or entity, including joint ventures, for whom the Insured is liable, performs for others on behalf of a Named Insured in the Insured's practice as an architect, engineer, interior designer, land surveyor, LEED® green building program consultant, landscape architect, construction manager, scientist, or technical consultant. Property damage means the following: 1. physical injury to, damage to, or destruction of tangible property, electronic data, soil, surface water, groundwater, plants, or animals, including the resulting loss of use thereof; 2. clean-up costs incurred by a third party or mandated by any governmental entity; or 3. loss of use of tangible property that has not been physically injured or destroyed. Rectification expense means reasonable and necessary fees, costs and expenses incurred by the Named Insured for rectification of a design defect caused by professional services in any part of the construction works or engineering works for any project upon which the Insured is responsible for design. Rectification expense does not include: overhead, mark-up, profit or any fee, charge, cost, or expense incurred by any Insured for materials supplied or services performed by any Insured. Related claims mean all claims made against the Insured and arising out of: 1. a single wrongful act or related wrongful acts that are logically or causally connected by any common fact, situation, event, transaction, advice, or decision; 2. a single design defect or related design defects that are logically or causally connected by any common fact, situation, event, transaction, advice, or decision; or 3. an activity or related activities that result in a single pollution incident or multiple pollution incidents that are logically or causally connected by any common fact, situation, event, transaction, advice, or decision. Technology based services mean professional services that utilize electronic information technology, including custom software development, modification or integration; provided, however, that such technology based services are provided solely to a specific client of the Named Insured. Totally and permanently disabled means that the Insured is so disabled as to be wholly prevented from rendering professional services, provided that such disability: 1. has existed continuously for not less than six (6) months; and 2. is reasonably expected to be continuous and permanent. Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 7 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 15 of 33 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CMA Policy Wrongful act means an act, error or omission that causes liability in the performance of professional services for others by the Insured or by any person or entity, including joint ventures, for which the Insured is liable. IV. EXCLUSIONS The Insurer will not defend or pay under this Policy for any claim: A. Claims by Insureds brought by the Insured or on the Insured's behalf against another Insured covered by this Policy; However, this exclusion shall not apply to claims brought by a client or project owner who qualifies as an Insured under paragraph 4. of the definition of Insured. B. Contractual Liability arising out of: 1. the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees; or 2. any actual or alleged liability of others that the Insured assumes under any oral or written contract or agreement. However, this exclusion shall not apply to: a. the Insured's liability that exists in the absence of such contract or agreement; or b. the Insured's liability assumed in a written contract or agreement as set forth in subparagraphs a., b. and c. of paragraph 4. of the definition of Insured. In a foreign jurisdiction where the Insured's liability to a client is predicated only on contractual liability, subparagraph 1. of this exclusion does not apply except to the extent that the Insured has agreed to pay consequential or liquidated damages; C. Faulty Workmanship arising out of any actual or alleged cost to repair or replace faulty workmanship the Insured performs on any construction, erection, fabrication, installation, assembly, manufacture or remediation, including any materials, parts, or equipment furnished in connection therewith except that this exclusion does not apply to drilling, excavation, or other sampling or testing procedures or the supplying of furnishings as part of interior design services, necessary to perform professional services; D. Liquidated Damages/Fines and Penalties/Money Due/Return of Fees for liquidated damages in excess of the Insured's liability caused by a wrongful act or a pollution incident; for fines and penalties imposed on the Insured; or for the failure or refusal of a client to pay money due the Insured; or for return of fees paid to the Insured; E. Nuclear arising out of any actual or alleged nuclear reaction, radiation, or contamination, under any circumstances and regardless of cause, within or originating from a nuclear facility; F. Owned Entity made against the Insured by any entity: 1. which is operated, managed, or controlled by the Insured; 2. in which the Insured has an ownership interest in excess of 49%; or 3. which wholly or partly owns, operates, or manages the Insured; Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 8 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 16 of 33 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CMAPolicy G. Owned, Leased or Rented Property arising out of any actual or alleged: 1. ownership, rental or leasing of any real or personal property including damage to property at any time owned by or rented or leased by or to the Insured or by any person or entity for whom the Insured is legally liable; or 2. pollution incident at, onto or from any real or personal property owned, leased or rented by the Insured or by any person or entity for whom the Insured is legally liable; however, this exclusion shall not apply to: a. temporary storage of equipment or material at any staging or storage area that is associated with the Insured's activities; or b. pollution incidents at, onto or from a covered location of a Named Insured; H. Prior Notice arising out of any actual or alleged: 1. wrongful act, pollution incident or any matter, fact, situation, transaction, or event, for which notice was given by the Insured under any professional liability or pollution insurance coverage prior to the effective date of this Policy; or 2. other wrongful actor pollution incident whenever occurring, which is logically or causally connected by any common fact, situation, transaction, or event to the wrongful act or pollution incident specified in paragraph 1. of this exclusion; I. Sale or Distribution of Goods arising out of any actual or alleged sale or distribution of goods or products by the Insured, or by others under license from the Insured. This exclusion does not apply to furniture, furnishings or equipment created or modified specifically for a client in connection with the Insured's professional services for that client or to software created or modified specifically for a client in connection with technology based services for that client; J. Transportation arising out of any actual or alleged ownership, entrustment, maintenance, use, operation, loading or unloading of any automobile, aircraft, watercraft or rolling stock. However this exclusion shall not apply to: 1. a pollution incident arising out of the ownership, entrustment, maintenance, use, operation, loading or unloading of any automobile, aircraft, watercraft or rolling stock or arising from wastes or materials transported by or on behalf of the Named Insured: a. by an automobile, aircraft, watercraft or rolling stock during the course of activities; or b. to a non -owned disposal site; 2. amounts the Insured becomes legally obligated to pay as a result of a wrongful act for which this Policy otherwise provides coverage, even if the professional services were performed using or operating an automobile, aircraft, watercraft or rolling stock; K. Unlawful Discrimination arising out of any actual or alleged unlawful discrimination by the Insured against the Insured's personnel or employment applicants or any obligation the Insured has under any employment, workers' compensation, employers' liability, unemployment compensation, disability benefits, or other similar law; Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 9 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 17 of 33 151 North Franklin Street, Chicago, IL 60606 0 Copyright UNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance C!NA Policy L. Intentional Acts arising out of any actual or alleged dishonest, fraudulent, criminal, malicious act or omission or intentional wrongdoing by an Insured except that the Insurer shall provide the Insured with a defense of such claim unless or until the dishonest, fraudulent, criminal, malicious act or omission or intentional wrongdoing has been determined by any trial verdict, court ruling, regulatory ruling or legal admission, whether appealed or not. Such defense will not waive any of the Insurer's rights under this Policy. Criminal proceedings are not covered under this Policy regardless of the allegations made against any Insured. V. LIMITS OF LIABILITY/DEDUCTIBLE A. Limits of Liability 1. Subject to paragraph 2. below, the limit of liability shown on the Declarations as the each claim Limit of Liability is the maximum the Insurer will pay for each claim first made against the Insured and reported to the Insurer during the policy year. 2. The limit of liability shown on the Declarations as the Aggregate Limit of Liability per policy year is the maximum the Insurer will pay for all claims first made against the Insured and reported to the Insurer during the policy year. 3. Subject to paragraph 4. below, the each design defect circumstance Limit of Liability shown on the Declarations is the maximum the Insurer will pay as reimbursement expense for each design defect circumstance reported by the Insured in accordance with the Section of the Policy entitled COVERAGE, the subsection entitled SUPPLEMENTAL INSURING AGREEMENT — RECTIFICATION EXPENSE. This limit is a sublimit of liability, which further reduces and in no way increases the applicable each claim and aggregate limits shown on the Declarations. 4. The aggregate design defect circumstance Limit of Liability per policy year shown on the Declarations is the maximum the Insurer will pay as reimbursement expense for all design defect circumstances reported by the Insured in accordance with the Section of the Policy entitled COVERAGE, the subsection entitled SUPPLEMENTAL INSURING AGREEMENT — RECTIFICATION EXPENSE. This limit is a sublimit of liability, which further reduces and in no way increases the applicable aggregate limit shown on the Declarations. 5. All limits of liability set forth above apply on a policy year basis and are excess over any deductible amount. The policy year limits of liability may not be aggregated or transferred, in whole or in part, so as to provide any additional coverage with respect to claims first made or deemed made, or any design defect circumstance reported by the Insured, during any other policy year. If the limits of liability as specified above for any policy year are exhausted, the Insurer's obligation for that policy year shall be deemed completely fulfilled and extinguished. 6. All related claims, whenever made, shall be considered a single claim first made and reported to the Insurer on the dates on which the earliest of the related claims was first made and reported to the Insurer. 7. Claim expenses are subject to and included within the applicable limit of liability. B. Deductible The Insured's obligation to pay up to the per claim Deductible amount shown on the Declarations and the aggregate Deductible per policy year shown on the Declarations, if any, including but not limited to claim expenses, shall apply to all Insuring Agreements and Supplemental Insuring Agreements under the Section of the Policy entitled COVERAGE. C. Reimbursement to the Insurer If the Insurer has paid any amounts in excess of the applicable limit of liability, or within the amount of Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 10 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 18 of 33 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance C!NA Policy the Insured's deductible, the Insured shall be liable to the Insurer for all such amounts, and, upon demand, shall pay such amounts to the Insurer. D. More Than One Insured Neither the applicable limit of liability nor the Insured's deductible shall be increased because more than one Insured is included in a claim. E. Risk Mitigation Incentives The Insured may be eligible for a Risk Mitigation Credit or an Early Resolution Credit for each claim. In no way shall this section be construed to afford more than one such Risk Mitigation Incentive per claim. 1. Risk Mitigation Credit The Insurer will reduce the Insured's deductible obligation for a claim by 50%, up to $25,000, if, within sixty (60) days of the date of the Insurer's request, the Insured provides the Insurer with a copy of the written agreement that was executed by the Insured and the Insured's client prior to the Insured's performance of the agreed -to professional services giving rise to such claim and the Insured demonstrates, to the Insurer's reasonable satisfaction, the existence of any three (3) of the following six (6) conditions: a. The Insured's written agreement with the Insured's client specified payment terms, including a schedule of when payments were to be paid to the Insured, which the Insured consistently followed and enforced, or documented the Insured's attempt to do so. b. Prior to the performance of the agreed -to professional services giving rise to the claim, the Insured executed a separate written agreement and obtained certificates of insurance evidencing both Professional Liability and General Liability insurance with each architect, engineer, landscape architect, land surveyor, contractor, or construction manager the Insured engaged or who engaged the Insured. c. The Insured engaged with the Insured's client in a structured, contemporaneously documented, pre -project planning process that produced a project definition document or package that substantially addressed the following project parameters (only "i" through "iii" are required to satisfy this condition for study -contracts and report -only contracts): i. project objectives (e.g., business, economic, aesthetic, other); ii. project constraints (e.g., budget, schedule, regulatory, other); iii. the bases for the design/investigation (e.g., site data/requirements, utilities data/requirements, facility programming/requirements, equipment/technology requirements, alternatives to be considered); iv. project execution approach (e.g., staging, procurement strategy, delivery method, other); and v. project monitoring and control procedures (e.g., quality, cost, schedule, other). d. Prior to delivery to the Insured's client of the instruments or deliverables of the Insured's professional services, a documented, independent peer review was completed, internally or externally, by a qualified professional to assess the likelihood that such instruments or deliverables would satisfy the Insured's client's objectives and would be in conformance with good professional practice. e. The Insured engaged with representatives of the project owner, entities responsible for construction, and any other project stakeholders the Insured deemed appropriate in a structured, contemporaneously documented constructability review process that provided for the timely integration of construction input into project planning, design, and field operations. Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 11 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 19 of 33 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CHAPolicy f. The Insured maintained a contemporaneously documented construction phase submittal log indicating the as -planned and actual dates the Insured received and responded to every submittal and the action taken. 2. Early Resolution Credit If negotiation or mediation of a claim results in a resolution of such claim within one hundred and eighty (180) days of the time it was reported to the Insurer in accordance with the Section of the Policy entitled CONDITIONS, the condition entitled The Insured's Duties if There is a Claim, and such resolution includes an indemnity payment by the Insurer, the deductible applicable to such claim will be reduced by 50%, up to $10,000. VI. CONDITIONS A. The Insured's Rights and Duties as the First Named Insured on the Policy Declarations The first Named Insured, on behalf of all Insureds, will be: 1. authorized to make changes in the terms of this Policy with the Insurer's written consent; 2. authorized to receive any amounts the Insurer refunds; and 3. responsible for: a. the payment of all premiums and deductible obligations due the Insurer; b. keeping records of the information the Insurer needs for premium computation, and sending the Insurer copies as it may request; and c. notifying the Insurer of any cancellation or non -renewal. B. The Insured's Duties if There is a Claim If there is a claim, the Insured must do the following: 1. promptly notify the Insurer in writing. This notice must be given to the Insurer within the policy year in which the claim is made or within sixty (60) days after its expiration or termination. All claims reported during any extended reporting period shall be considered as having been made during the last policy year this Policy was in effect. If the claim is made during any applicable extended reporting period, then notice must be given to the Insurer within such extended reporting period. Notice of a claim must be sent to the attention of either of the following: a. CNA — Claim Reporting P.O. Box 8317 Chicago, IL 60680-8317 fax: 866-773-7504 email: SpecialtyProNewLoss(a)cna.com b. Attn: AE Claims Victor Insurance Managers Inc. AE Professional Liability Claims 7700 Wisconsin Avenue, Suite 400 Bethesda, Maryland 20814 fax: 301-951-5444 designclaims.us(abvictorinsurance.com 2. specify the names and addresses of the persons making a claim against the Insured and provide the Insurer with information on the time, place and nature of the claim; 3. immediately forward to the Insurer all documents that the Insured receives in connection with the claim; Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 12 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 20 of 33 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CMAPolicy 4. fully cooperate with the Insurer or the Insurer's designee in the defense of a claim, including but not limited to assisting the Insurer in: the conduct of suits or other proceedings, settlement negotiations, and the enforcement of any right of contribution or indemnity against another who may be liable to the Insured. The Insured shall attend hearings and trials and assist in securing evidence and obtaining the attendance of witnesses; 5. refuse, except solely at the Insured's own cost, to voluntarily make any payment, admit liability, assume any obligation, or incur any expense, without the Insurer's prior written approval; and 6. pay the deductible amount when due. After the Insured reports a circumstance or a claim is made and the Insured has the right under any contract to either reject or demand arbitration or other alternative dispute resolution process, the Insured shall only do so with the Insurer's prior written consent. C. The Insured's Rights and Duties in the Event of a Circumstance if the Insured reports a circumstance for which there may be coverage under this Policy, and the Insured gives the Insurer written notice containing as much detail as the Insured can reasonably provide regarding: 1. what happened and the professional services or activities the Insured performed; 2. the nature of any possible injury or damages; and 3. how and when the Insured first became aware of such circumstance, then any claim or related claims that subsequently may be made against the Insured arising out of such circumstance shall be deemed to have been made on the date the Insurer received written notice of the circumstance. The Insured will cooperate with the Insurer in addressing the circumstance, and refuse, except solely at the Insured's own cost, to voluntarily make any payment, admit liability, assume any obligation, or incur any expense without the Insurer's prior written approval. D. Subrogation If any Insured has rights to recover amounts from another, those rights are transferred to the Insurer to the extent of the Insurer's payment. The Insured must do everything necessary to secure these rights and must do nothing after a claim is made to jeopardize them. The Insurer hereby waives subrogation rights against any person or organization to the extent that the Named Insured has, prior to a wrongful act or circumstance, entered into a written agreement to waive such rights. E. Premium All premium charges under this Policy will be computed according to the rules, rates and rating plans that apply at the effective date of the current policy term. F. Examination and Audit The Insured agrees to allow the Insurer to examine and audit the Insured's financial books and records that relate to this insurance. The Insurer may do this at any time during the policy term or any extensions, and up to three years after the end of the policy term. G. Legal Action Limitation 1. The Insured agrees not to bring any legal action against the Insurer concerning this Policy unless the Insured has fully complied with all the provisions of this Policy. 2. If, after the final adjudication or settlement of a claim, there is any dispute concerning tort allegations against the Insurer regarding the handling or settlement of any claim, the Insured and the Insurer agree to submit such dispute to any form of alternative dispute resolution acceptable to both Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 13 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 21 of 33 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance �A Policy parties. Should the Insured and the Insurer be unable to agree on the form of alternative dispute resolution, then such dispute shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. H. Changes to Policy None of the provisions of this Policy will be waived, changed, or modified except by written endorsement to this Policy. I. Transfer of Interest For a transfer of interest or an assignment of this Policy to be effective, the first Named Insured must obtain the Insurer's written consent. J. Other Insurance If there is other collectible insurance, including but not limited to project specific insurance, that applies to a claim covered by this Policy, the other insurance must pay first, and this Policy is excess over the other insurance. This Policy applies to the amount of the claim that exceeds the available limit of liability and any deductibles or retention amounts of the other insurance. Provided, however, that for liability assumed by the Named Insured pursuant to the definition of Insured, subparagraph 4., this insurance is primary and non-contributory. K. Cancellation/Non-Renewal The Insured's and the Insurer's rights are stated below and in the attached State Provisions endorsement. The Insurer will make the premium adjustment at the time that cancellation is effective, or as soon as practicable after that time. Premium return will be computed pro rata if the Insurer cancels or if the Insured cancels at the end of a policy year. But if the Insured cancels at any other time, only 90% of the prorated premium will be returned. L. Severability/Innocent Parties Any Insured who did not commit, participate in, or have prior knowledge of any dishonest, fraudulent, criminal, malicious act or omission, or an intentional wrongdoing, or who did not fail to comply with the Section of the Policy entitled CONDITIONS, the condition entitled The Insured's Duties if There is a Claim, paragraph 1., shall have the coverage otherwise provided by this Policy. M. Estates, Legal Representatives, and Spouses Coverage is afforded under this Policy to the estates, heirs, legal representatives, assigns, spouses, and any domestic partner of any natural person within the definition of Insured, but only for a claim arising solely out of their status as such. In the case of a spouse or domestic partner, coverage is also afforded under this Policy where such claim seeks damages from marital community property, jointly held property, or property transferred from any natural person designated in the definition of Insured to their spouse or domestic partner. No coverage is provided for any act, error, or omission of an estate, heir, legal representative, assign, spouse or domestic partner. All terms and conditions of this Policy, including without limitation the deductible applicable to any claim, shall also apply to any claim made against such estates, heirs, legal representatives, assigns, spouses, and domestic partners. N. Extended Reporting Periods 1. Automatic extended reporting period If this Policy is canceled or non -renewed either by the Insurer or by the first Named Insured and the first Named Insured has not obtained similar coverage, the Insurer will provide an automatic, non -cancelable extended reporting period starting at the termination of the policy term. This Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 14 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 22 of 33 151 North Franklin Street, Chicago, IL 60606 e Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CMAPolicy automatic extended reporting period will terminate after sixty (60) days. 2. Optional extended reporting period a. If this Policy is canceled or non -renewed either by the Insurer or by the first Named Insured, then the first Named Insured shall have the right to purchase a non -cancelable optional extended reporting period. If purchased, the first sixty (60) days of the optional extended reporting period run concurrently with the sixty (60) days of the automatic extended reporting period. b. The additional premium for the optional extended reporting period shall be fully earned at inception and based upon the rates for such coverage in effect at the beginning of the policy term and shall be for one (1) year at 100% of the policy term premium divided by the total number of policy years in the policy term; three (3) years at 190% of the policy term premium divided by the total number of policy years in the policy term; and five (5) years at 250% of the policy term premium divided by the total number of policy years in the policy term. c. The first Named Insured must provide the Insurer with written notice of its election to purchase the optional extended reporting period and pay the full payment for such period within sixty (60) days after the end of the policy term. 3. Death or disability extended reporting period a. If an Insured dies or becomes totally and permanently disabled during the policy term, then, upon the latter of the expiration of: the policy term; any renewal or successive renewal of this Policy; or any automatic or optional extended reporting period, such Insured shall be provided with a death or disability extended reporting period, as provided below. i. In the event of death, such Insured's estate, heirs, executors or administrators must, within sixty (60) days of the expiration of the policy term, provide the Insurer with written proof of the date of death. This extended reporting period is provided to such Insured's estate, heirs, executors and administrators. If such Insured becomes totally and permanently disabled, such Insured or such Insured's legal guardian must, within sixty (60) days of the expiration of the policy term, provide the Insurer with written proof that such Insured is totally and permanently disabled, including the date the disability commenced, certified by such Insured's physician. The Insurer retains the right to contest the certification made by such Insured's physician, and it is a condition precedent to this coverage that such Insured agrees to submit to medical examinations by any physician designated by the Insurer at the Insurer's expense. This extended reporting period is provided until such Insured shall no longer be totally or permanently disabled or until such Insured's death, in which case subparagraph I. hereof shall apply. b. No additional premium will be charged for any death or disability extended reporting period. 4. Non -practicing extended reporting period a. If, during the policy term, an Insured retires from, or otherwise voluntarily ceases, permanently and totally, such Insured's practice as an architect, engineer or any other profession specifically listed in the definition of professional services, and has been continuously insured by the Insurer for at least ten (10) consecutive years, then such Insured shall have the right to purchase a non -practicing extended reporting period commencing upon the latter of the expiration of: the policy term; any renewal or successive renewal of this Policy; or any automatic or optional extended reporting period. b. The additional premium for the non -practicing extended reporting period shall be fully earned at inception and based upon the rates for such coverage in effect at the beginning of the policy term and shall be for ten (10) years at 250% of the policy term premium divided by the total Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 15 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 23 of 33 151 North Franklin Street, Chicago, IL 60606 0 Copyright GNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance !MA Policy number of policy years in the policy term. c. The Insured must provide the Insurer with written notice of such Insured's election to purchase the non -practicing extended reporting period and pay the full premium for such period within sixty (60) days after such Insured's date of retirement or sixty (60) days after the end of the policy term, whichever is earlier. As used herein, the Insured's "practice as an architect, engineer or any other profession specifically listed in the definition of professional services" means such Insured's practice of any such profession for a fee, whether as a sole practitioner or as a partner, officer, director, member, stockholder or employee. The Insured's "practice as an architect, engineer or any other profession specifically listed in the definition of professional services" does not include any pro bono services performed by the Insured. S. Extended reporting periods limits of liability a. Automatic and optional extended reporting periods limits of liability The Insurer's liability for all claims reported during any automatic and optional extended reporting periods shall be part of and not in addition to the remaining limits of liability for the final policy year. b. Separate death or disability and non -practicing extended reporting period limits of liability i. Limit of Liability - each claim Subject to paragraph ii. below, the Insurer's limit of liability for each claim first made against the Insured, and reported to the Insurer during the death or disability extended reporting period or non -practicing extended reporting period, shall not exceed the amount shown on the Declarations as the each claim death or disability and non -practicing extended reporting period Limit of Liability. ii. Limit of Liability - in the aggregate The Insurer's limit of liability for all claims first made against the Insured, and reported to the Insurer during the death or disability extended reporting period or non -practicing extended reporting period, shall not exceed the amount shown on the Declarations as the aggregate death or disability and non -practicing extended reporting period Limit of Liability. 6. Elimination of right to an extended reporting period There is no right to any extended reporting period if the Insurer cancels or refuses to renew this Policy due to: a. non-payment of amounts due the Insurer; b. non-compliance by the Insured with any of the terms and conditions of this Policy; or c. any misrepresentation or omission in the application for this Policy. 7. Extended reporting period limitations No extended reporting period shall apply to: a. any claim or proceedings pending at the inception date of such extended reporting period; b. any paid claim; or c. claims that are covered under any subsequent insurance purchased by the Insured, or that would be covered but for exhaustion of the limits of liability applicable to such claims. 8. Extended reporting period not a new policy Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 16 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 24 of 33 151 North Franklin Street, Chicago, IL 60606 c copyright GNA All Rights Reserved. CPFProfessional Liability and Pollution Incident Liability Insurance APolicy It is understood and agreed that the extended reporting period shall not be construed to be a new policy and any claim submitted during such period shall otherwise be governed by this Policy. O. Liberalization If, during the policy term, the Insurer files with the appropriate regulator, general revisions to the terms and conditions of this Policy that are intended to apply to all Insureds and provide broadened coverage without an additional or increased premium charge, then such broadened coverage will apply immediately to this Policy as of the date the filed revision is effective in the state shown in the mailing address of the Declarations (hereinafter "effective date"). However, this provision will not apply to claims that were first made against the Insured prior to the effective date of such revision. P. Economic and Trade Sanctions This Policy does not provide coverage for any Insured, any transactions, or any part of a claim if uninsurable under the laws or regulations of the United States concerning trade or economic sanctions. Q. Territory The coverage afforded by this Policy applies worldwide. R. Headings The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. IN WITNESS WHEREOF, the Insurer has caused this Policy to be signed by its Chairman and Secretary at Chicago, Illinois, but the same shall not be binding upon the Insurer unless signed by its duly authorized representative. Chairman Secretary Form No: CNA79034XX (11-2022) Policy No: AEH591894894 Policy Page 17 of 17 Policy Effective Date: 11/09/2023 Underwriting Company: Continental Casualty Company Policy Page: 25 of 33 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved.