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24-148.00LibertyConcreteTrentAveAccessControlSafetyImprovements Contract This agreement is entered into this gcc day of AUG , 2024, between the City of Spokane Valley ("City")and Liberty Concrete LLC("Contractor"), pursuant to Title 35 RCW,as adopted or amended. In consideration of the terms and conditions contained herein and attached and made a part of this agreement,the parties agree as follows: I. The Contractor shall do all work and furnish all tools,materials,and equipment for: Trent Ave Access Control Safety Improvements,#0349 Contract 24-148 in accordance with and as described in the project plans and specification, and the 2024 Standard Specifications for Road,Bridges,and Municipal Construction as prepared by the Washington State of Department of Transportation (Available online on WSDOT's website)which are by this reference incorporated herein and made part hereof and, shall perform any changes in the work in accord with the Contract Documents. Contract Documents include but are not limited to the aforementioned documents,the Contract Form,Bidder's completed Proposal Form,Contract Plans, Contract Provisions, Special Provisions, Standard Specifications, Standard Plans, Addenda, various certifications and affidavits, supplemental agreements, change orders, and subsurface boring logs (if any). All Contract Documents are incorporated herein by reference and made a part hereof. The Contractor shall provide and bear the expense of all equipment, work, and labor, of any sort whatsoever that may be required for the transfer of materials and for constructing and completing the work provided for in these Contract Documents except those items mentioned therein to be furnished by the City. II. The City hereby promises and agrees with the Contractor to employ,and does employ the Contractor to provide the materials and to do and cause to be done the above described work and to complete and finish the same in accord with the project plans and specification and the terms and conditions herein contained and hereby contracts to pay for the same according to the referenced specifications and the schedule of unit or itemized prices at the time and in the manner and upon the conditions provided for in this contract. III. The Contractor for himself/herself, and for his/hers heirs, executors, administrators, successors,and assigns,does hereby agree to full performance of all covenants required of the Contractor in the contract. IV. It is further provided that no liability shall attach to the City by reason of entering onto this contract,except as provided herein. V. 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 or arbitration (including expert witness fees). VI. The project was awarded for the bid amount of$264,290.00, including applicable sales tax. City of Spokane Valley 24 Contract 24-148 Trent Ave Access Control Safety Improvements,#0349 IN WITNESS WHEREOF,the Contractor has executed this instrument,on the date below, and the City has caused this instrument to be executed on the date stated above. Executed by Contractor August 15 , 2024. Date Thomas LaRiviere Printed Name Managing Member Title 400: nature 00•""Nummioimorrompown. City of Spokane Valley John Hohman Printed Name City Manager Title // V Si ature City of Spokane Valley 25 Contract 24-148 Trent Ave Access Control Safety Improvements,#0349 CITY 01° 40000 valley BOND NO: SU 1203851 CONTRACTOR'S PERFORMANCE BOND to City of Spokane Valley,Washington The City of Spokane Valley, Washington, in Spokane County, has awarded to Liberty Concrete LLC (Contractor), as Principal, a contract for the construction of the project designated as Trent Ave Access Control Safety Improvements,Project No.0349 in Spokane Valley,Washington,and said Principal is required under the terms of the Contract to furnish a performance bond in accordance with chapter 39.08 Revised Code of Washington(RCW). The Principal, and Arch Insurance Company (Surety), a corporation, organized under the laws of Missouri and licensed to do business in the State of Washington as surety and named in the current list of"Surety Companies Acceptable in Federal Bonds"as published in the Federal Register by the Audit Staff Bureau of Accounts,U.S.Treasury Dept.,are jointly and severally held and firmly bound to the City of Spokane Valley,as Obligee,in the sum of$264.290.00 total Contract amount(including Washington State sales tax),subject to the provisions herein. This performance bond shall become null and void, if and when the Principal,its heirs,executors,administrators, successors,or assigns shall well and faithfully perform all of the Principal's obligations under the Contract and fulfill all the terms and conditions of all duly authorized modifications,additions, and changes to said Contract that may hereafter be made, at the time and in the manner therein specified;shall warranty the work as provided in the Contract and shall indemnify and hold harmless the Obligee from any defects in the workmanship and materials incorporated into the work for the period identified in the Contract;and if such performance obligations have not been fulfilled,this bond shall remain in full force and effect. The Surety for value received agrees that no change, extension of time, alteration or addition to the terms of the Contract, the specifications accompanying the Contract,or to the work to be performed under the Contract shall in any way affect its obligation on this bond,and waives notice of any change, extension of time,alteration or addition to the terms of the Contract or the work performed. The Surety agrees that modifications and changes to the terms and conditions of the Contract that increase the total amount to be paid the Principal shall automatically increase the obligation of the Surety on this bond and notice to Surety is not required for such increased obligation. This bond may be executed in two original counterparts,and shall be signed by the parties'duly authorized officers.This bond will only be accepted if it is accompanied by a fully executed and original power of attorney for the officer executing on behalf of the surety. PRINCIPAL(CONTRACTOR) Liberty Concrete LLC SURETY Arch Insurance Company 4,0eThi........P0.40 al tC1 I LI 4# CCarr^-✓August_ 4th 2024 cipal Signature Date urety Signature Date 1 F1� �� i�,� C( Jennifer Martinez Ibarra - = • Printed Name Printed Name - itIcL� -�s- �� Attorney-in-Fact _ Title Title Name,address,and telephone of local office/agent of Surety Company is: Marsh McLennan Agency, 501 N. Riverpoint Blvd., Suite 403, Spokane, WA 99202 509-838-3501 Rec-i sed.1:'..14.13 City of Spokane Valley 26 Contract 24-148 Trent Ave Access Control Safety Improvements,#0349 CITY OF . ,,0Ml1ey, BOND NO: SU 1203851 CONTRACTOR'S PAYMENT BOND(FEDERALLY FUNDED PROJECT) to City of Spokane Valley,Washington The City of Spokane Valley,Washington,in Spokane County,has awarded to Liberty Concrete LLC (Contractor), as Principal,a contract for the construction of the project designated as Trent Ave Access Control Safety Improvements,Project No.0349 in Spokane Valley,Washington,and said Principal is required under the terms of the Contract to furnish a payment bond in accordance with chapter 39.08 Revised Code of Washington(RCW)and chapter 60.28 RCW. The Principal, and Arch Insurance Company (Surety), a corporation organized under the laws of Missouri and licensed to do business in the State of Washington as surety and named in the current list of"Surety Companies Acceptable in Federal Bonds"as published in the Federal Register by the Audit Staff Bureau of Accounts,U.S.Treasury Dept..are jointly and severally held and firmly bound to the City of Spokane Valley,as Obligee,in the sum of$ 264,290.00 total Contract amount,subject to the provisions herein. This payment bond shall cover any and all taxes incurred pursuant to Titles 50 and 51 RCW,taxes imposed on the Principal pursuant to Title 82 RCW,and any additional sales taxes. This payment bond shall become null and void,if and when the Principal,its heirs,executors,administrators,successors,or assigns shall pay all persons in accordance with chapters 39.08, 39.12, and 60.28 RCW, including all workers, laborers, mechanics, subcontractors,and materialmen,and all persons who shall supply such contractor or subcontractor with provisions and supplies for the carrying on of such work;shall pay all taxes due pursuant to Titles 50,51,and 82 RCW;and shall indemnify and hold harmless the Obligee from all loss, cost or damage which Obligee may suffer by reason of the failure of Principal to make such required payments;and if such payment obligations have not been fulfilled,this bond shall remain in full force and effect. The Surety for value received agrees that no change, extension of time, alteration or addition to the terms of the Contract, the specifications accompanying the Contract,or to the work to be performed under the Contract shall in any way affect its obligation on this bond,except as provided herein,and waives notice of any change,extension of time,alteration or addition to the terms of the Contract or the work performed.The Surety agrees that modifications and changes to the terms and conditions of the Contract that increase the total amount to be paid the Principal shall automatically increase the obligation of the Surety on this bond and notice to Surety is not required for such increased obligation. This bond may be executed in two original counterparts,and shall be signed by the parties'duly authorized officers.This bond will only be accepted if it is accompanied by a fully executed and original power of attorney for the officer executing on behalf of the surety. PRINCIPAL ONTRACTOR) Liberty Concrete LLC SURETY Arch Insurance Company eLtteila``1 fi- cam- i August 16i ZQ2: Principal Signature Date urety ignature Date d`'tCL Lck?- � ,23� Jennifer Martinez Ibarra Printed Name Printed Name - f\4 Attorney-in-Fact Title Title Name,address,and telephone of local office/agent of Surety Company is: Marsh McLennan Agency, 501 N. Riverpoint Blvd., Suite 403, Spokane, WA 99202 509-838-3501 R.evisc l 1.i.4.13 City of Spokane Valley 27 Contract 24-148 Trent Ave Access Control Safety Improvements,#0349 TSBA2024 This Power of Attorney limits the acts of those wont herein,and They hove nor authority to bind the Company except in the manner and to the extent herein stated Not;abut Jar Note,Loan,Letter of Credit,Currency Rate,Interest Rate or Residential Value Guarantees. POWER OF ATTORNEY Know All Persons By These Presents: That the Arch Insurance Company,a corporation organized and existing uncles the laws of the State of Missouri,having as principal admmistretive office in Jersey City, New Jersey(hereinafter iere,Ml tarts the"Company")does hereby appoint Jennifer Martinez Ibarra its true and lawful Att rney(s}in-Fact,to make,execute,seal,and deliver from the date of issuance of this power for and on its behalf as surety,and as its act and deed: An and all bonds,undertakings,recogtnzances and other surety obligations,in the penal sum not exceeding One hundred and Fifty Million Dollars(t 50,000,000_00). Any and all bonds.undertakings,recognizance%and other surety obligations. Surety Bond Number. SU 1203851 Principal:Liberty Concrete LLC Obligee: City of Spokane Valley This authority does not permit the same obligation to be split into two or more bonds In ceder to bring each such bond within the dollar limit of authority as set forth herein The execution of such bonds,undertakings,rexogmzances and other surety obligations in pursuance of these presents shall be as binding upon the said Company as fully and amply to all intents and purposes,as if the same had been duty executed and acknowledged by its regularly elected officers at its principal adrnmistrative office in Jersey City,New Jersey. This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on August 31,2022,true and acctaate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect "VOTED,That the Chairman of the Board,the President,or the Executive Vice President,or any Senior Vice President,of the Surety Business Division,or their appointees designated is writing and filed with the Secretary,or the Secretary shall have the power and authority to appoint agents and attorneys-mn-fact,and to authorize them subject to the limitations set forth in their respective powers of attorney,to execute on behalf of the Company,and attach the seal of the Company thereto,bonds, mutettakings.,recogntranees arid other surety obligations obligatory in the nature thereof,and any such officers of the Company may appoint agents for acceptance of process." This Power of Attorney is signed,sealed and certified by facsimile under and by authority of the following resolution adopted by the unanimous consent of the Boatel of Directors of the Company err August 31,2022- VOTED,That the signature of the Chairman of the Board,the President,or the Executive Vice President,or any Senior Vice President,of the Surety Business Division, or their appointees designated in writing and filed with the Secretary,and the signature of the Secretary,the seal of the Company,and certifications by the Secretary,may be affixed by facsimile on any power of attorney or bond executed pursuant to the resolution adopted by the Board of Directors on August 31,2022.and any such power so executed,sealed and certified with respect to any bond or undertaking to which it is attached,shall continue to be valid and binding upon the Company In Testimony Whereof,the Company has caused this instrument to be signed anti its corporate seal to be affixed by their authorized officers,this 1`day of February,2024 Attested and Certified Arch Insurance C lay y Regan A.Shulman,Secretary Stephen C.Ruschek,Executive Vice President STATE OF PENNSYLVANIA SS COUNTY OF PHILADELPHIA SS I,Michele Tripodl,a Notary Public,do hereby certify that Regan A.Shulman and Stephen C Ruscbak personalty known to me to be the same persons whose names are respectively as Secretary and Executive Vice President of the Arch Insurance Company,a Corporation organized and existing under the laws of the State of Missouri,subscribed to the foregoing instrument appeared before me this day in person and severally acknowledged that they being thereinto duly authorized signed sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary acts for the uses and purposes therein set forth. Comteaaort Lf W OMttr, Uiw •4rowttttMl � ,Y• tntrCl(i;lt TMGat.wary N1gc Courey CalrenissitmLIONS July , 5 Michele Tnpodi,Notary Public COIraMMontl Ant MOH CERtttICATION My commission expires 07131t2025 I,Regan A,Minima,Secretary of the Arch Insurance Company,do hereby certify that the attached Power of Attorney dated Feb uar i't,2024 on behalf of the person(s)as listed above is a true and correct copy and that the same has been in full force and effect since the date thereof and is in fall force and effect on the date of this certificate:turd I do further certify that the said Stephen C.Ruschak,who executed the Power of Attorney as Executive Vice President,was on the date of execution of the attached Power of Attorney the duly elected Executive Vice President of the Arch Insurance Company. IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seal of the Arch Insurance Company on this 16th day of August,2024 Regan A.Shulman, Secretary This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named therein and they have no authority to bunt thus.Company except in the manner and to the extent herein stated. +,. ,- PLEASE SEND ALL CLAIM INQUIRIES RELATING TO THIS BOND TO THE FOLLOWING ADDRESS: _ - • _ Arch Insurance Company Claims Department Surety Claims >~ = code ttu P.O.Box m 542033 _ t_ - ,Omaha,NE 68154 =t` WSW curetaxintu slFarcbinsuraucr.cotg - tt- To verill,the authewticiiy of this Power of Attorney,please contact Arch Inssarance Company at SureryAathenlic^arckinsaraanamim -t_ Please refer to the above named Attarnep n-fact and the details of the bond to which the power Is attached. _ J AICP0A02052024 Printed In U.S.A. ____..--.41 LARIINC-01 LKORESKI 'A��o CERTIFICATE OF LIABILITY INSURANCE DA8/15/2024 TE ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Cara Longinotti Spokane Office PHONEFAX Marsh McLennan Agency LLC (A/C,No,Ext):(509)3634042 (NC,No): 501 N.Riverpoint Blvd.,Ste 403 E-MDREss:Cara.Longinotti@MarshMMA.com Spokane,WA 99202 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Old Republic Insurance Company 24147 INSURED INSURER B:ImperiUm Insurance Company 35408 Liberty Concrete,LLC INSURER c:Berkley Assurance Company 39462 3448 N.Huetter Rd INSURER D: Coeur d'Alene,ID 83814 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 SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DDIYYYYI (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000✓ CLAIMS-MADE X OCCUR X X MWZY 317575 24 5/31/2024 5/31/2025 pREM SESM a occu D nce) $ 100,000 MED EXP(Any one person) $ 10'000 PERSONAL BADVINJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000,,/ POLICY X JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: WA STOP GAP $ 1,000,000 COMBINED SINGLE LIMIT 2,000,000,/ A AUTOMOBILE LIABILITY (Ea accdent) $ X ANY AUTO X X MWTB 317576 24 5/31/2024 5/31/2025 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOpS ONLY AUTOS SSWN BODILY INJURY(Per accident) $ AUTOS ONLY AUUTOS ONLY (Pere PROPERTY tDAMAGE $ $ B UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 X EXCESS LIAB CLAIMS-MADE X x ARU-IIC-CX-0000124-00 5/31/2024 5/31/2025 AGGREGATE $ 5,000,000 DED X RETENTION$ 0 $ A WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N X MWC 317574 24 5/31/2024 5/31/2025 1,000,000 OFFICER/MEMBER EXCLUDED? N/A E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Pollution/Prof.Liab PCXB-5024953-0524 5/31/2024 5/31/2025 Each Occurrence 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) RE:Trent Ave Access Control Safety Improvements,#0349 Contract 24-148 City of Spokane Valley and its officers,elected officials,employees,agents,and volunteers are additional insured per the attached forms.Coverage is primary and non-contributory.Waiver of subrogation and per project aggregate applies per attached forms. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Ave Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: MWZY 317575 24 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Any person or organization contractually requiring status as an The locations as specified in the written contracts or agreements additional insured for ongoing operations that you perform for them Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III- Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage" caused, in whole or in part, by required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the "products-completed operations hazard". 1. Required by the contract or agreement; or However: 2. Available under the applicable limits of 1. The insurance afforded to such additional insurance; insured only applies to the extent permitted by whichever is less. law; and This endorsement shall not increase the 2. If coverage provided to the additional insured is applicable limits of insurance. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 12 19 ©Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: MWZY 317575 24 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s)Of Covered Operations Any person or organization contractually requiring status as an The locations as specified in the written contracts or agreements additional insured for ongoing operations that you perform for them Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage"occurring after: caused, in whole or in part, by: 1. All work, including materials, parts or 1. Your acts or omissions; or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed; or However: 2. That portion of "your work" out of which the injury or damage arises has been put to its 1. The insurance afforded to such additional intended use by any person or organization insured only applies to the extent permitted by other than another contractor or subcontractor law; and engaged in performing operations for a 2. If coverage provided to the additional insured is principal as a part of the same project. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 C. With respect to the insurance afforded to these 2. Available under the applicable limits of additional insureds, the following is added to insurance; Section III- Limits Of Insurance: whichever is less. If coverage provided to the additional insured is This endorsement shall not increase the required by a contract or agreement, the most we applicable limits of insurance. will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or Page 2 of 2 ©Insurance Services Office, Inc., 2018 CG 20 10 12 19 COMMERCIAL GENERAL LIABILITY CG20341219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - LESSOR OF LEASED EQUIPMENT - AUTOMATIC STATUS WHEN REQUIRED IN LEASE AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured any person(s) or additional insureds, this insurance does not apply organization(s) from whom you lease equipment to any "occurrence" which takes place after the when you and such person(s) or organization(s) equipment lease expires. have agreed in writing in a contract or agreement C. With respect to the insurance afforded to these that such person(s) or organization(s) be added as additional insureds, the following is added to an additional insured on your policy. Such Section III —Limits Of Insurance: person(s) or organization(s) is an insured only with The most we will payon behalf of the additional respect to liability for "bodily injury", "property damage" or "personal and advertising injury" insured is the amount of insurance: caused, in whole or in part, by your maintenance, 1. Required by the contract or agreement you operation or use of equipment leased to you by have entered into with the additional insured; such person(s) or organization(s). or However, the insurance afforded to such 2. Available under the applicable limits of additional insured: insurance; 1. Only applies to the extent permitted by law; whichever is less. and This endorsement shall not increase the 2. Will not be broader than that which you are applicable limits of insurance. required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. CG 20 34 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: MWZY 317575 24 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization to whom or to which you are obligated by virtue of a written contract to waive your right of recovery. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV- Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG20011219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): The projects as specified in the written contracts or agreements Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally 3. Any payments made under Coverage A for obligated to pay as damages caused by "occur- damages or under Coverage C for medical rences" under Section I - Coverage A, and for all expenses shall reduce the Designated Con- medical expenses caused by accidents under struction Project General Aggregate Limit for Section I - Coverage C, which can be attributed that designated construction project. Such only to ongoing operations at a single designated payments shall not reduce the General Ag- construction project shown in the Schedule gregate Limit shown in the Declarations nor above: shall they reduce any other Designated Con- t. A separate Designated Construction Project struction Project General Aggregate Limit for General Aggregate Limit applies to each des- any other designated construction project ignated construction project, and that limit is shown in the Schedule above. equal to the amount of the General Aggregate 4. The limits shown in the Declarations for Each Limit shown in the Declarations. Occurrence, Damage To Premises Rented To 2. The Designated Construction Project General You and Medical Expense continue to apply. Aggregate Limit is the most we will pay for the However, instead of being subject to the sum of all damages under Coverage A, ex- General Aggregate Limit shown in the Decla cept damages because of "bodily injury" or rations, such limits will be subject to the appli "property damage" included in the "products- cable Designated Construction Project Gen completed operations hazard", and for medi- cal expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2 B. For all sums which the insured becomes legally C. When coverage for liability arising out of the obligated to pay as damages caused by "occur- "products-completed operations hazard" is pro- rences" under Section I - Coverage A, and for all vided, any payments for damages because of medical expenses caused by accidents under "bodily injury" or "property damage" included in Section I - Coverage C, which cannot be attrib- the "products-completed operations hazard" will uted only to ongoing operations at a single des- reduce the Products-completed Operations Ag- ignated construction project shown in the Sched- gregate Limit, and not reduce the General Ag- ule above: gregate Limit nor the Designated Construction 1. Any payments made under Coverage A for Project General Aggregate Limit. damages or under Coverage C for medical D. If the applicable designated construction project expenses shall reduce the amount available has been abandoned, delayed, or abandoned under the General Aggregate Limit or the and then restarted, or if the authorized contract- Products-completed Operations Aggregate ing parties deviate from plans, blueprints, de- Limit, whichever is applicable; and signs, specifications or timetables, the project will 2. Such payments shall not reduce any Desig still be deemed to be the same construction pro- nated Construction Project General Aggre- ject. gate Limit. E. The provisions of Section III - Limits Of Insur- ance not otherwise modified by this endorsement shall continue to apply as stipulated. CG 25 03 05 09 ©Insurance Services Office, Inc., 2008 Page 2 of 2 IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF GENERAL AGGREGATE LIMIT DESIGNATED CONSTRUCTION PROJECT(S) AND DESIGNATED LOCATION(S) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART/FORM SCHEDULE Ultimate General Aggregate Limit: $50,000,000 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) If endorsement(s) CG 25 03 - Designated Construction Project(s) General Aggregate Limit and/or endorsement CG 25 04 - Designated Location(s) General Aggregate Limit is (are) made a part of the policy, the following provisions apply to the insurance provided by this policy and supercede any provision(s) to the contrary: A. The Designated Construction Project General Aggregate Limit (CG 25 03) and Designated Location General Aggregate Limit (CG 25 04) are subject to the Ultimate General Aggregate Limit shown in the above Schedule. B. The Ultimate General Aggregate Limit shown in the above Schedule is the most we will pay for the sum of all damages under the Designated Construction Project General Aggregate Limit and Designated Location General Aggregate Limit. C. SECTION III - LIMITS OF INSURANCE provisions not otherwise modified by this endorsement shall continue to apply as stipulated. GL 747 009 1018 Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 02 24 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Number of Days' Notice 60 (If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. CG 02 24 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF WHEN WE DO NOT RENEW (NONRENEWAL) PROVIDED BY US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Number of Days' Notice 60 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The number of days required for notice of When We Do Not Renew (Nonrenewal), as provided in the When We Do Not Renew (Nonrenewal) policy Condition or as amended by an applicable state endorsement, is increased to the number of days shown in the Schedule above. PGL0150414 POLICY NUMBER: MWTB 317576 24 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Liberty Concrete, LLC Endorsement Effective Date: 5/31/2024 SCHEDULE Name Of Person(s) Or Organization(s): All persons or organizations as required by contract or agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I - Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM SCHEDULE Name of Person or Organization: All persons or organizations as required by contract or agreement (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The Transfer Of Rights Of Recovery Against Others To Us Condition is changed by adding the following: We waive any right of recovery we may have against the person(s) or organization(s) shown in the Schedule because of payments we make for injury or damage. This waiver applies only to the person or organization shown in the Schedule. PCA 024 10 13 Page 1 of 1 COMMERCIAL AUTO CA99481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLLUTION LIABILITY - BROADENED COVERAGE FOR COVERED AUTOS - BUSINESS AUTO AND MOTOR CARRIER COVERAGE FORMS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. Covered Autos Liability Coverage is changed as "Covered pollution cost or expense" does not follows: include any cost or expense arising out of the 1. Paragraph a. of the Pollution Exclusion actual, alleged or threatened discharge, applies only to liability assumed under a dispersal, seepage, migration, release or contract or agreement. escape of"pollutants": 2. With respect to the coverage afforded by a. Before the "pollutants" or any property in Paragraph A.1. above, Exclusion B.6. Care, which the "pollutants" are contained are Custody Or Control does not apply. moved from the place where they are accepted by the "insured" for movement B. Changes In Definitions into or onto the covered "auto"; or For the purposes of this endorsement, Paragraph b. After the "pollutants" or any property in D. of the Definitions Section is replaced by the which the "pollutants" are contained are following: moved from the covered "auto" to the D. "Covered pollution cost or expense" means any place where they are finally delivered, cost or expense arising out of: disposed of or abandoned by the 1. Any request, demand, order or statutory or "insured". regulatory requirement that any "insured" or Paragraphs a. and b. above do not apply to others test for, monitor, clean up, remove, "accidents" that occur away from premises contain, treat, detoxify or neutralize, or in owned by or rented to an "insured" with any way respond to, or assess the effects respect to "pollutants" not in or upon a of"pollutants"; or covered"auto" if: 2. Any claim or "suit" by or on behalf of a (1) The "pollutants" or any property in governmental authority for damages which the "pollutants" are contained because of testing for, monitoring, cleaning are upset, overturned or damaged as up, removing, containing, treating, a result of the maintenance or use of detoxifying or neutralizing, or in any way a covered "auto"; and responding to or assessing the effects of (2) The discharge, dispersal, seepage, "pollutants". migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. CA 99 48 10 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance B. The following is added to the Other Insurance Condition in the Business Auto Coverage Form Condition in the Auto Dealers Coverage Form and and the Other Insurance — Primary And Excess supersedes any provision to the contrary: Insurance Provisions in the Motor Carrier This Coverage Form's Covered Autos Liability Coverage Form and supersedes any provision to Coverage and General Liability Coverages are the contrary: primary to and will not seek contribution from any This Coverage Form's Covered Autos Liability other insurance available to an "insured" under Coverage is primary to and will not seek your policy provided that: contribution from any other insurance available to 1. Such "insured" is a Named Insured under such an "insured" under your policy provided that: other insurance; and 1. Such "insured" is a Named Insured under such 2. You have agreed in writing in a contract or other insurance; and agreement that this insurance would be 2. You have agreed in writing in a contract or primary and would not seek contribution from agreement that this insurance would be any other insurance available to such primary and would not seek contribution from "insured". any other insurance available to such "insured". CA 04 49 11 16 © Insurance Services Office, Inc., 2016 Page 1 of 1 POLICY NUMBER: MWTB 317576 24 COMMERCIAL AUTO CA 20 70 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COVERAGE FOR CERTAIN OPERATIONS IN CONNECTION WITH RAILROADS This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIERS COVERAGE FORM With respect to coverage provided under this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Liberty Concrete, LLC Endorsement Effective Date: 05/31/2024 SCHEDULE Scheduled Railroad Designated Job Site Where required by written contract or agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. With respect to the use of a covered "auto" in operations for or affecting a railroad designated in the Schedule at a Designated Job Site, the two exceptions contained in the definition of "insured contract" relating to construction or demolition operations performed within 50 feet of a railroad do not apply. CA 20 70 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM SCHEDULE Number of Days' Notice 10 (For non-payment of premium) Number of Days' Notice 60 (For any other reason, other than nonpayment of premium) (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The number of days required for notice of Cancellation, as provided in the Cancellation policy Condition or as amended by an applicable state endorsement, is increased to the number of days shown in the Schedule. PCA011 10 13 IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM/POLICY MOTOR CARRIER COVERAGE FORM SCHEDULE Number of Days' Notice 60 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The number of days required for notice of Nonrenewal, as provided in the Nonrenewal policy Condition or as amended by an applicable state endorsement, is increased to the number of days shown in the Schedule. PCA012 1013 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE DATE OF ISSUE: ©1983National Council on Compensation Insurance. INSURED COPY OLD REPUBLIC INSURANCE COMPANY WORKERS'COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY EARLIER NOTICE O F CANCELATION O R NONRENEWAL PROVIDED BY U S SCHEDULE Number of Days' Notice Number of Days'Notice of State(s) of Cancellation Non- Cancellation Reasons Other Than Applicable payment of Premium Non-payment of Premium or Nonrenewal 10 60 SEE ITEM 3. A. Number of Days'Notice of Nonrenewal State(s)Applicable 6 0 SEE ITEM 3. A. A For any statutorily permitted reason for cancellation, the number of days required for notice of cancellation, as provided in the Cancellation Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule. B. For any statutorily permitted nonrenewal, the number of days required for notice of nonrenewal as amended by an applicable state endorsement is increased to the number of days shown in the Schedule. WC 99 03 00 INSURED COPY EXCESS (FOLLOWING FORM) EXCESS (FOLLOWING FORM) LIABILITY INSURANCE THIS POLICY PROVIDES FOLLOWING FORM COVERAGE AND WILL BE CLAIMS-MADE WHEN FOLLOWING CLAIMS-MADE "CONTROLLING UNDERLYING INSURANCE". PLEASE READ THE ENTIRE FORM CAREFULLY. Various provisions in this insurance restrict coverage. Read the entire contract carefully to determine rights, duties and what is and is not covered. Throughout this insurance the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the Company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II—Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V—Definitions. SECTION I — EXCESS (FOLLOWING FORM) derlying insurance". However, if such LIABILITY COVERAGE "underlying insurance" has a policy period 1. INSURING AGREEMENT which differs from the policy period of this a. We will pay on behalf of the insured those Excess (Following Form) Liability Insur sums, in excess of the "applicable underlying ance Policy, none of such payments can limit", that the insured becomes legally obli- be for damages that would not be cov- gated to pay as damages to which this insur- ered by this Excess (Following Form) Li- ance applies, provided that the "controlling ability Insurance Policy because of its dif underlying insurance" would apply to such ferent policy period; or damages but for the exhaustion of its appli- (2) "Medical expenses" incurred for bodily in- cable limits of insurance. If a sublimit is speci- jury caused by an accident that takes fled in any "underlying insurance", this insur- place during the policy period of this Ex- ance does not apply to damages that are in cess (Following Form) Liability Insurance excess of that sublimit unless such sublimit is Policy. shown for that "underlying insurance" in the If the applicable limit of insurance stated for Schedule Of Underlying Insurance or the the policies of "underlying insurance" in the Schedule Of Controlling Underlying Insurance Schedule Of UnderlyingInsurance or the in the Declarations. Schedule Of Controlling Underlying Insurance b. This insurance is subject to: in the Declarations are reduced or exhausted (1) The same terms, conditions, agreements, by other payments, this insurance is not in- exclusions and definitions as the "control- validated. However, in the event of a loss, we ling underlying insurance", except with will pay only to the extent that we would have respect to any provisions to the contrary paid had such limit not been reduced or ex- contained in this insurance; and hausted by such other payments. (2) Any additional exclusions not contained in 2. DEFENSE OF CLAIMS OR SUITS the "controlling underlying insurance" that a. We will have no duty to defend any claim or are contained in any other "underlying in- "suit" regardless of whether the claim or "suit" surance". is for damages to which this insurance ap- c. For the purposes of Paragraph a. above, the plies. applicable limit of insurance stated for the b. We will have the right but not the duty to as- policies of "underlying insurance" in the Schedule Of Underlying Insurance or the sociate in the investigation, settlement or de Schedule Of Controlling Underlying Insurance fense of any claims or "suits" for damages to in the Declarations can only be reduced or which this insurance is likely to apply. exhausted by the following payments: c. We may investigate and settle any claim or (1) Payments of judgments or settlements for "suit"at our discretion. damages that are covered by such "un- XP 00 01 05 14 ©2013 The Travelers Indemnity Company.All rights reserved. Page 1 of 7 EXCESS (FOLLOWING FORM) d. We will pay, with respect to any claim or"suit" testing for, monitoring, cleaning up, for which we associate in the defense of the removing, containing, treating, detoxi- claim or "suit" or for which we pay our part of fying or neutralizing, or in any way a judgment: responding to, or assessing the ef- (1) All expenses we incur. fects of, asbestos, asbestos fibers or products containing asbestos. (2) The cost of appeal bonds and bonds to release attachments, but only for bond b. Employment-Related Practices amounts within the "applicable limit of in- Damages because of injury to: surance". We do not have to furnish (1) A person arising out of any: these bonds. (a) Refusal to employ that person; (3) Prejudgment interest awarded against the insured on that part of the judgment we (b) Termination of that person's employ- pay. If we make an offer to pay the "ap- ment; or plicable limit of insurance", we will not (c) Employment-related practices, policy, pay any prejudgment interest based on act or omission, such as coercion, that period of time after the offer. demotion, evaluation, reassignment, These payments will not reduce the "applica- discipline, failure to promote or ad- ble limit of insurance". vance, harassment, humiliation, dis- crimination, libel, slander, violation of 3. EXCLUSIONS the person's right of privacy, mall- In addition to the exclusions contained in any cious prosecution or false arrest, de- "underlying insurance", the following exclusions tention or imprisonment, applied to or apply to this insurance: directed at that person, regardless of a. Asbestos whether such practice, policy, act or omission occurs, is applied or is (1) Damages arising out of the actual or al- committed before, during or after the leged presence or actual, alleged or time of that person's employment; or threatened dispersal of asbestos, asbes- tos fibers or products containing asbes- (2) The spouse, child, parent, brother or sis- tos, provided that the damages are ter of that person as a consequence of in- caused or contributed to by the hazard- jury to that person as described in Para- ous properties of asbestos. graph (1) (a), (b) or(c) of this exclusion. (2) Damages arising out of the actual or al- This exclusion applies: leged presence or actual, alleged or (1) Whether the insured may be held liable threatened dispersal of any solid, liquid, as an employer or in any other capacity; gaseous or thermal irritant or contami- and nant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and (2) To any obligation to share damages with waste, and that is part of any claim or or repay someone else who must pay "suit" which also alleges any damages damages because of the injury. described in Paragraph (1) of this exclu- c. ERISA, COBRA and Similar Laws sion. Any obligation of the insured under: (3) Any loss, cost or expense arising out of any: (1) The Employees Retirement Income Secu- rity Act Of 1974 (ERISA); (a) Request, demand, order or statutory or regulatory requirement that any in- (2) The Consolidated Omnibus Budget Rec- sured or others test for, monitor, onciliation Act of 1985 (COBRA); or clean up, remove, contain, treat, de- (3) Any similar common or statutory law of toxify or neutralize, or in any way re- any jurisdiction; spond to, or assess the effects of, including any amendments to such laws. asbestos, asbestos fibers or products containing asbestos; or d. War (b) Claim or "suit" by or on behalf of a Damages arising out of: governmental authority because of (1) War, including undeclared or civil war; or Page 2 of 7 ©2013 The Travelers Indemnity Company.All rights reserved. XP 00 01 05 14 EXCESS (FOLLOWING FORM) (2) Warlike action by a military force, includ- If a policy of"underlying insurance" that is imme- ing action in hindering or defending diately underlying this policy applies a separate against an actual or expected attack, by products-completed operations aggregate limit in any government, sovereign or other au- that same policy, a separate Aggregate Limit will thority using military personnel or other apply to all damages covered under this policy agents; or that would have been subject to such products- (3) Insurrection, rebellion, revolution, completed operations aggregate limit in that pol- usurped power, or action taken by gov— ernmental authority in hindering or de- 3. Subject to Paragraph 2. above, the Occurrence fending against any of these. Limit is the most we will pay for all damages cov- SECTION II —WHO IS AN INSURED ered under this policy arising out of any one Any person or organization qualifying as an insured "event" to which the applicable "controlling under- under the "controlling underlying insurance" is an in lying insurance" applies a limit of insurance that is sured under this policy. separate from the aggregate limit of insurance under that insurance. If you have agreed to provide insurance for that per- son or organization in a written contract or agreement: 4. The limits of this insurance apply separately to each consecutive annual period and to any re- 1. The limits of insurance afforded to such person or maining period of less than 12 months. The policy organization will be: period begins with the effective date shown in the a. The amount by which the minimum limits of Declarations. If the polic y y period is extended after insurance you agreed to provide such person issuance for an additional period of less than 12 or organization in such written contract or months, the additional period will be deemed part agreement exceed the total limits of insur- of the last preceding period. ance of all applicable "underlying insurance"; SECTION IV—CONDITIONS or b. The Limits of Insurance of this policy shown 1. APPEALS in the Declarations; a. If the insured or the insured's "underlying in- whichever is less; and surer" elects not to appeal a judgment which 2. Coverage under this policy does not apply to such exceeds the "applicable underlying limit", we person or organization if the minimum limits of in- may do so. surance you agreed to provide such person or or- b. If we appeal such a judgment, we will pay all ganization in such written contract or agreement costs of the appeal. These sums are in addi- are wholly within the total limits of insurance of all tion to the "applicable limit of insurance". In applicable"underlying insurance". no event will our liability exceed the "applica- SECTION III—LIMITS OF INSURANCE ble limit of insurance". 1. The Limits of Insurance shown in the Declarations 2. BANKRUPTCY and the rules below fix the most we will pay re- Bankruptcy or insolvency of the insured or of the gardless of the number of: insured's estate will not relieve us of our obliga- a. Insureds; tions under this insurance. b. Claims made or"suits" brought; or In the event of bankruptcy or insolvency of any c. Persons or organizations making claims or "underlying insurer", this insurance will not re bringing "suits". place such bankrupt or insolvent "underlying in- 2. The Aggregate Limit is the most we will pay for all surer's" policy, and this insurance will apply as if damages covered under this policy, except: such "underlying insurer" not become bankrupt or insolvent. a. Damages because of injury or damage in 3. CANCELLATION cluded in the"auto hazard"; or b. Damages because of injury or damage for a. The first Named Insured shown in the Decla- which insurance is provided under any Air- rations may cancel this insurance by mailing craft Liability coverage included as "control or delivering to us advance written notice of ling underlying insurance" to which no aggre— gate limit applies. XP 00 01 05 14 ©2013 The Travelers Indemnity Company.All rights reserved. Page 3 of 7 EXCESS (FOLLOWING FORM) b. We may cancel this insurance by mailing or (2) Comply with the terms of the "controlling delivering to such first Named Insured written underlying insurance; and notice of cancellation at least: (3) Pursue all rights of contribution or indem- (1) 10 days before the effective date of can- nity against any person or organization cellation if we cancel for nonpayment of who may be liable to the insured because premium; or of the injury, damage or loss for which in- (2) 30 days before the effective date of can- surance is provided under this policy or cellation if we cancel for any other rea- policy of"underlying insurance". son. d. If we associate in the investigation, settlement c. We will mail or deliver our notice to such first or defense of any claim or "suit", the insured Named Insured's last mailing address known must cooperate with us. to us. 6. EXAMINATION OF YOUR BOOKS AND RE- d. Notice of cancellation will state the effective CORDS date of cancellation. The policy period will We may examine and audit your books and re- end on that date. cords as they relate to this insurance: e. If this insurance is cancelled, we will send a. At any time during the policy period; such first Named Insured any premium refund b. Up to three years after the end of the policy due. The refund will be pro rata. The cancel- period; and lation will be effective even if we have not c. Within one year after final settlement of all made or offered a refund. claims under this insurance. f. If notice is mailed, proof of mailing will be suf- 7. INSPECTIONS AND SURVEYS ficient proof of notice. 4. CHANGES We have the right but are not obligated to: a. Make inspections and surveys at any time; This policy contains all the agreements between you and us concerning the insurance afforded. No b. Give you reports on the conditions we find; change can be made in terms of this insurance and except with our consent. The terms of this insur- c. Recommend changes. ance can be amended or waived only by en- Any inspections, surveys, reports or recommen- dorsement issued by us and made a part of this dations relate only to insurability and the premi- insurance. urns to be charged. We do not make safety in- 5. DUTIES REGARDING AN EVENT, CLAIM OR spections. We do not undertake to perform the SUIT duty of any person or organization to provide for the health or safety of workers or the public. We a. You must see to it that we are notified do not warrant that conditions: promptly of an "event" which may result in a a. Are safe or healthful; or claim under this insurance. Notice should in- clude: b. Comply with laws, regulations, codes or stan- (1) How, when and where the "event" took Bards. place; and 8. LEGAL ACTION AGAINST US (2) The names and addresses of any per- No person or organization has a right under this sons or organizations sustaining injury, insurance: damage or loss, and the names and ad- a. To join us as a party or otherwise bring us dresses of any witnesses. into a "suit" asking for damages from an in- b. If a claim is made or "suit" is brought against sured; or any insured which may result in a claim b. To sue us on this insurance unless all of its against this insurance, you must see to it that terms have been fully complied with. we receive prompt written notice of the claim A person or organization may sue us to recover or"suit". on an agreed settlement or on a final judgment c. The insured must: against an insured. We will not be liable for dam- (1) Cooperate with the"underlying insurers"; ages that: Page 4 of 7 ©2013 The Travelers Indemnity Company.All rights reserved. XP 00 01 05 14 EXCESS (FOLLOWING FORM) a. Are not payable under the terms of this insur- (2) Us or any of our affiliated insurance corn- ance; or panies; b. Are in excess of the "applicable limit of insur- (3) Any risk retention group; ance". (4) Any self-insurance method or program, An agreed settlement means a settlement and re- including any failure to buy insurance, or lease of liability signed by us, by the insured and decision to not buy insurance, for any by the claimant or the claimant's legal representa- reason, in which case the insured will be tive. deemed to be the provider of other insur- 9. MAINTENANCE OF UNDERLYING INSURANCE ance; or The insurance afforded by each policy of "under- (5) Any similar risk transfer or risk manage lying insurance"will be maintained for the full pol— icy period of this Excess (Following Form) Liability b. Does not include any"underlying insurance". Insurance Policy. This provision does not apply to 11. OUR RIGHT TO RECOVER FROM OTHERS the reduction or exhaustion of the aggregate limit or limits of such "underlying insurance" solely by If we make a payment under this insurance, the payments as permitted in paragraph 1.c. of Sec- insured will assist us and the "underlying insurer" tion I — Excess Liability Coverage. As such poli- in recovering what we paid by using the insured's cies expire, you will renew them at limits and with rights of recovery. Reimbursement will be made coverage at least equal to the expiring limits of in- in the following order: surance. If you fail to comply with the above re- a. First, to any person or organization (including quirements, this insurance is not invalidated. us or the insured) who has paid any amount However, in the event of a loss, we will pay only in excess of the applicable limit of insurance"; to the extent that we would have paid had you complied with the above requirements. b. Next, to us; and The first Named Insured shown in the Declara- c. Then, to any person or organization (including tions must give us a written notice of any change the insured and the "underlying insurer") that in the "underlying insurance"as respects: is entitled to claim the remainder, if any. a. Coverage; Expenses incurred in the process of recovery will b. Limits of insurance; be divided among all persons or organizations re- ceiving amounts recovered according to the ratio c. Termination of any coverage; or of their respective recoveries. d. Exhaustion of aggregate limits. 12. PREMIUM If you are unable to recover from any "underlying a. The first Named Insured shown in the Decla- insurer" because you fail to comply with any term rations is responsible for the payment of all or condition of your "underlying insurance", this premiums and will be the payee for any return insurance is not invalidated. However, we will pay premiums. for any loss only to the extent that we would have paid had you complied with that term or condition b. If the premium is a flat charge, it is not subject in that"underlying insurance". to adjustment except as provided in Para- 10. OTHER INSURANCE graph d. below. This insurance is excess over any valid and col- c. If the premium is other than a flat charge, it is lectible other insurance whether such other insur- an advance premium only. The earned pre- ance is stated to be primary, contributing, excess, mium will be computed at the end of the pol contingent or otherwise. This provision does not icy period, or at the end of each year of the apply to a policy bought specifically to apply as policy period if the policy period is two years excess of this insurance or as quota share with or longer, at the rate shown in the Declara- this insurance. tions, subject to the Minimum Premium. As used anywhere in this policy, other insurance: d. Additional premium may become payable a. Means insurance, or the funding of losses, when coverage is provided for additional in- that is provided by, through or on behalf of: sureds under the provisions of Section II — Who Is An Insured. (1) Another insurance company; XP 00 01 05 14 ©2013 The Travelers Indemnity Company.All rights reserved. Page 5 of 7 EXCESS (FOLLOWING FORM) 13. PREMIUM AUDIT a. The insured's liability is established by: If this policy is auditable: (1) A court decision; or a. The first Named Insured shown in the Decla- (2) A written agreement between the claim- rations must keep records of the information ant, the insured, any "underlying insurer" we need for premium computation, and send and us; and us copies at such times as we may request. b. The amount of the "applicable underlying b. At the close of each audit period, we will limit" is paid by or on behalf of the insured. compute the earned premium for that period. 18. WHEN WE ARE PROHIBITED FROM PAYING c. Audit premiums are due and payable on no- DAMAGES ON BEHALF OF AN INSURED tice to such first Named Insured. If the laws or regulations of a country or jurisdic- d. If the sum of the advance and audit premiums tion prohibit us from paying, on behalf of an in- paid for the policy period is greater than the sured, amounts that the insured is legally obli- earned premium, we will return the excess to gated to pay as damages to which this insurance such first Named Insured, subject to the applies, the insured may pay such damages with Minimum Premium. our consent. 14. REPRESENTATIONS If the insured gives us proof of such payments, By accepting this insurance, you agree: we will repay the insured for such damages. But we will only repay the insured for such damages a. The statements in the Declarations and any until we have used up the "applicable limit of in- subsequent notice relating to "underlying in- surance" in the payment of judgments or settle- surance"are accurate and complete; ments. b. Those statements are based upon represen- 19. WHEN WE ARE PROHIBITED FROM PAYING tations you made to us; and OTHER EXPENSES ON BEHALF OF AN IN- c. We have issued this insurance in reliance SURED upon your representations. If the laws or regulations of a country or jurisdic- 15. SEPARATION OF INSUREDS tion prohibit us from paying expenses described in Paragraph 2.d. of Section I — Excess Liability Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in Coverage on behalf of an insured, we will repay this policy to the first Named Insured shown in the the insured for such expenses that the insured in- Declarations, this insurance applies: curs with our consent. a. As if each Named Insured were the only 20. CURRENCY Named Insured; and Payments for damages or expenses described in b. Separately to each insured against whom Paragraph 2.d. of Section I — Excess Liability claim is made or"suit" is brought. Coverage will be in the currency of the United States of America. At our sole option, we may 16. TRANSFER OF YOUR RIGHTS AND DUTIES make these payments in a different currency. Any UNDER THIS INSURANCE necessary currency conversion for such pay- Your rights and duties under this insurance may ments will be calculated based on the rate of ex- not be transferred without our written consent ex- change published in the Wall Street Journal im- cept in the case of death of an individual Named mediately proceeding the date the payment is Insured. processed. If you die, your rights and duties will be trans- SECTION V—DEFINITIONS ferred to your legal representative but only while 1. "Applicable limit of insurance" means the maxi- acting within the scope of duties as your legal mum amount we will pay as damages in accor- representative. Until your legal representative is dance with Section III—Limits Of Insurance. appointed, anyone having proper temporary cus- 2. "Applicable underlying limit" means the sum of: tody of your property will have your rights and du- ties but only with respect to that property. a. The applicable limit of insurance stated for 17. WHEN LOSS IS PAYABLE the policies of "underlying insurance" in the Schedule Of Underlying Insurance or the If we are liable under this insurance, we will pay Schedule Of Controlling Underlying Insurance for injury, damage or loss after: in the Declarations less the amount by which Page 6 of 7 ©2013 The Travelers Indemnity Company.All rights reserved. XP 00 01 05 14 EXCESS (FOLLOWING FORM) that limit has been reduced solely by pay- 6. "Medical expenses" means expenses to which ments as permitted in paragraph 1.c. of Sec- any Medical Payments section of any policy of tion I—Excess Liability Coverage; and Commercial General Liability "underlying insur- b. The applicable limit of insurance of any other ance"applies. insurance that applies. 7. "Suit" means a civil proceeding. "Suit" includes: The limits of insurance in any policy of"underlying a. An arbitration proceeding which the insured insurance"will apply even if: must submit or does submit with our consent; a. The "underlying insurer" claims the insured or failed to comply with any condition of the pol- icy; or b. Any other alternative dispute resolution pro- b. The "underlying insurer"becomes bankrupt or ceed to which the insured submits with our insolvent. consent. 3. "Auto hazard" means all bodily injury and property 8. "Underlying insurance": damage for which liability insurance is afforded a. Means the policy or policies of insurance under the terms, other than limits of insurance, of listed in the Schedule Of Underlying Insur- the auto policy of "controlling underlying insur- ance or the Schedule Of Controlling Underly- ance". ing Insurance in the Declarations. 4. "Controlling underlying insurance": b. Includes any renewal or replacement of such a. Means the policy or policies of insurance policies if such renewal or replacement is dur- listed in the Schedule Of Controlling Underly- ing the policy period of this Excess (Following ing Insurance in the Declarations. Form) Liability Insurance Policy. b. Includes any renewal or replacement of such c. Does not include any part of the policy period policies if such renewal or replacement is dur- ing the policy period of this Excess (Following of any of the policies described in Paragraphs Form) Liability Insurance Policy. a. or b. above that began before, or that Con- t. Does not include any part of the policy period tinues after, the policy period of this Excess of any of the policies described in Paragraphs (Following Form) Liability Insurance Policy. a. or b. above that began before, or that con- 9. "Underlying insurer" means any insurer which tinues after, the policy period of this Excess provides a policy of insurance listed in the (Following Form) Liability Insurance Policy. Schedule Of Underlying Insurance or the Sched- 5. "Event" means an occurrence, offense, accident, ule Of Controlling Underlying Insurance in the act, error or omission or other unit. Declarations. XP 00 01 05 14 ©2013 The Travelers Indemnity Company.All rights reserved. Page 7 of 7 Page 1 of 20 PERFORM CONTRACTOR'S PROTECTIVE, PROFESSIONAL, POLLUTION, CYBER, MEDIA AND MITIGATION RESPONSE POLICY NOTICE: THIS IS A CLAIMS MADE AND REPORTED POLICY (EXCEPT FOR COVERAGE C). SUBJECT TO ITS PROVISIONS, THIS POLICY(EXCEPT FOR COVERAGE C)APPLIES ONLY TO CLAIMS WHICH ARE FIRST MADE BY OR AGAINST YOU DURING THE POLICY PERIOD OR THE OPTIONAL EXTENDED REPORTING PERIOD, IF APPLICABLE,AND FIRST REPORTED IN WRITING TO US IN THOSE PERIODS OR THE AUTOMATICEXTENDED REPORTING PERIOD. UNLESS SPECIFICALLY PROVIDED OTHERWISE, CLAIM EXPENSES ARE INCLUDED WITHIN AND REDUCE THE LIMIT OF LIABILITY, AND ARE SUBJECT TO ANY APPLICABLE SELF-INSURED RETENTION. PLEASE READ THE ENTIRE POLICY CAREFULLY. Words and phrases that appear in bold print, excluding caption headings, have special meanings that are defined in the Definitions of this Policy. The words"we,""us"and "our" mean the Insurer shown in the header of the Declarations of this Policy.The words"you" and "your"mean any person or entity described in the Definition of Insured. In consideration of the payment of the premium, and in reliance upon the statements made in the application, materials, and information provided by you, which are incorporated into this Policy, form a part hereof, and are a representation upon which this Policy has been issued,we agree with you as follows: I. INSURING AGREEMENT A. Protective Indemnity We shall indemnify you for Protective Loss on a Protective Claim as established by final judgment or settlement to which we agree in writing, in excess of collectible Recoverable Insurance, provided that: 1. the Protective Claim arises out of: a. a negligent act, error or omission in the rendering of or failure to render Professional Services;or b. a Pollution Condition resulting from the performance of Contractor Activities; by the Responsible Entity that were rendered or performed on or after the Retroactive Date and before the end of the Policy Period;and 2. the Protective Claim for such Protective Loss is first made by you during the Policy Period or Optional Extended Reporting Period, if applicable, and reported in writing by you to us during one of those periods or the Automatic Extended Reporting Period; and 3. prior to the effective date of the first policy insuring this type of Protective Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances which could give rise to Protective Loss;and 4. you made all reasonable efforts to recover your Protective Loss from the Responsible Entity. B. Professional Liability We will defend you against any Professional Claim (as provided in Section III.A. of this Policy) and pay on your behalf all Damages and Claim Expense for that Professional Claim in excess of any applicable Self- Insured Retention, provided that: 1. the Professional Claim arises out of an actual or alleged negligent act, error or omission in the rendering of or failure to render Professional Services by you, or by a Responsible Entity for whom you are legally responsible, on or after the Retroactive Date and before the end of the Policy Period;and 2. the Professional Claim is first made against you during the Policy Period or Optional Extended Reporting Period, if applicable, and reported in writing by you to us during one of those periods or the Automatic Policy Form:PERFORM-10002(11-20) • Page 2 of 20 Extended Reporting Period; and 3. prior to the effective date of the first policy insuring this type of Professional Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances which could give rise to a Professional Claim. C. Contractor Pollution Liability We will defend you against any Pollution Claim (as provided in Section III.A. of this Policy) and pay on your behalf for all Pollution Loss and Claim Expense for that Pollution Claim in excess of any applicable Self- Insured Retention, provided that: 1. the Pollution Claim arises out of an actual or alleged Pollution Condition that results from the performance of Contractor Activities by you, or by a Responsible Entity for whom you are legally responsible; and 2. the Pollution Claim is for Bodily Injury or Property Damage that occurs during the Policy Period, or for Cleanup Costs for a Pollution Condition that occurs during the Policy Period, provided that: a. progressive, continuous, intermittent or indivisible Bodily Injury or Property Damage, or Pollution Condition(s) for which Cleanup Costs are incurred, shall be deemed to have occurred only on the date of first exposure to the Pollution Condition,which is: i. for Bodily Injury,the date of first exposure of any person to that Pollution Condition;or ii. for Property Damage or Cleanup Costs,the date the Pollution Condition first commenced; and b. if the date of the first exposure cannot be immediately determined to have been within this Policy Period, and you have no liability insurance incepting prior to the inception of this Policy that provides pollution liability coverage for the subject Contractor Activities (regardless of whether the insurance covers this Pollution Claim), and the Bodily Injury, Property Damage or Pollution Condition for which Cleanup Costs are incurred continues to exist during the Policy Period, the date of the first exposure shall be deemed to have occurred only on the inception date of the first policy we issued insuring you for the subject Contracting Activities for this type of Pollution Claim. No more than one policy issued by us can be applicable to the Pollution Claim;and prior to the effective date of the first policy insuring this type of Pollution Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances that could give rise to a Pollution Claim. D. Cyber Liability We will defend you against a Cyber Claim (as provided in Section III.A. of this Policy)and pay on your behalf all Damages and Claims Expense for the Cyber Claim in excess of any applicable Self-Insured Retention, provided that: 1. the Cyber Claim arises out of Contractor Activities or Professional Services performed or rendered by you, or by a Responsible Entity for whom you are legally responsible, on or after the Retroactive Date and before the end of the Policy Period;and 2. the Cyber Claim is first made against you during the Policy Period or Optional Extended Reporting Period, if applicable, and reported in writing by you to us during one of those periods or the Automatic Extended Reporting Period; and 3. prior to the effective date of the first policy insuring this type of Cyber Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances that could give rise to a Cyber Claim. E. Media and Personal Injury Liability We will defend you against any Media and Personal Injury Claim (as provided in Section III.A. of this Policy) and pay on your behalf all Damages and Claim Expense for that Media and Personal Injury Claim in excess of any applicable Self-Insured Retention, provided that: Policy Form:PERFORM-10002(11-20) Page 3 of 20 1. the Media and Personal Injury Claim arises out of an actual or alleged negligent act, error or omission in the rendering of or failure to render Professional Services, Media Activities or Information Technology Services by you, or by a Responsible Entity for whom you are legally responsible, on or after the Retroactive Date and before the end of the Policy Period;and 2. the Media and Personal Injury Claim is first made against you during the Policy Period or the Optional Extended Reporting Period, if applicable, and first reported in writing by you to us during one of those periods or the Automatic Extended Reporting Period; and 3. prior to the effective date of the first policy insuring this type of Media and Personal Injury Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances that could give rise to a Media and Personal Injury Claim. F. Mitigation We agree to pay you or on your behalf for Mitigation Cost in excess of any applicable Self-Insured Retention to mitigate or avoid a Professional Claim, Pollution Claim, Cyber Claim or Media and Personal Injury Claim that would be covered under this Policy, but has not yet been made, provided that: 1. the services or other activities you seek to mitigate or rectify were rendered or performed on or after the Retroactive Date and before the end of the Policy Period; and 2. the circumstances that would reasonably be expected to lead to such Claim are first reported in writing by you to us during the Policy Period;and 3. prior to the effective date of the first policy insuring such type of potential Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances that could give rise to a Claim;and 4. before incurring any Mitigation Cost, you demonstrate to us the reasonableness and necessity of the proposed cost in light of the projected benefit in terms of mitigating or avoiding payment under this Policy on the reasonably expected covered Claim, and we provide our prior written consent for such Mitigation Cost,such consent not to be unreasonably withheld. SUPPLEMENTAL COVERAGES The Limits of Liability for each of the following Supplemental Coverages are separate from the Limits of Liability for the coverages in Section I. Insuring Agreement of this Policy, and payments made under the Supplemental Coverages do not erode the Limits of Liability for those coverages. A. Litigation Attendance Reimbursement Upon written request by you, we shall reimburse you for your actual and documented loss of earnings and reasonable expenses incurred when you attend a hearing, deposition, or trial at our written request, in the course of our defending a Claim under this Policy. B. Disciplinary Proceedings Defense Expense Upon written request by you during the Policy Period, Automatic Extended Reporting Period or the Optional Extended Reporting Period, if applicable, we will select and retain counsel for you and pay such counsel's reasonable and necessary fees and expenses in defense of a disciplinary proceeding against you before a design professional or contractor licensing board first brought against you during the Policy Period or Optional Extended Reporting Period, if applicable, and arising out of either an actual or alleged negligent act, error or omission in the rendering of Professional Services or Pollution Conditions resulting from the performance of Contractor Activities, rendered or performed by or on behalf of you on or after the Retroactive Date and before the end of the Policy Period. C. Subpoena Defense Expense Upon written request by you during the Policy Period, Automatic Extended Reporting Period or the Optional Extended Reporting Period, if applicable, we will select and retain counsel for you and pay such counsel's reasonable and necessary fees and expenses to advise and represent you regarding the production of documents and during the preparation for and giving of testimony, in response to a subpoena Policy Form:PERFORM-10002(11-20) Page 4 of 20 in a proceeding other than a Claim against you or a Protective Claim, that is both first served on you and reported to us in writing during the Policy Period or the Optional Extended Reporting Period, if applicable, and arising from Professional Services or Pollution Conditions resulting from the performance of Contractor Activities, rendered or performed by or on behalf of you on or after the Retroactive Date and before the end of the Policy Period. D. ADA and FHA Defense Expense Upon written request by you during the Policy Period, Automatic Extended Reporting Period or the Optional Extended Reporting Period, if applicable, we shall select and retain counsel and pay such counsel's reasonable and necessary fees and expenses incurred when you respond to regulatory or administrative actions first brought against you during the Policy Period by a government agency under the Americans with Disabilities Act of 1990 (ADA) or the Fair Housing Act(FHA), and alleging a negligent act, error or omission in the rendering of Professional Services by or on behalf of you, provided that such Professional Services were rendered on or after the Retroactive Date and before the end of the Policy Period. E. Corporate Reputation Rehabilitation Upon written request by you, we shall pay on behalf of you the reasonable and necessary fees and expenses subsequently incurred by a public relations firm approved by us to restore your corporate reputation that is damaged as a result of a Claim that we defend under this Policy or circumstances for which we consent to the incurring of Mitigation Cost or Emergency Expense under this Policy. We have the right to require for approval of the public relations firm minimum professional certifications and qualifications (e.g., Examination for Accreditation in Public Relations, or Accredited Business Communicator from International Association of Business Communicators). F. Protective Claim Bankruptcy Litigation Expense Reimbursement Upon written request by you, we shall reimburse you for the reasonable and necessary fees and expenses of retaining bankruptcy counsel in the making of a Protective Claim arising out of Professional Services that qualifies for coverage under this Policy against a Responsible Entity who has filed for or been put into bankruptcy under the United States Bankruptcy Code, provided that the Protective Claim, at least in part, is allowed as against or results in a judgment against the Responsible Entity in your favor, which is final and no longer subject to objection or appeal. G. Building Information Modeling-Extra Expense Upon written request by you during the Policy Period, Automatic Extended Reporting Period or the Optional Extended Reporting Period, if applicable, we shall reimburse you for the reasonable and necessary additional expense payable to a third party software consulting company, not otherwise recoverable from any warrantee or guarantee, arising from loss of or damage to any information due to inherent malfunction of any software used in connection with any Building Information Modeling system purchased from a third party vendor and not modified by you or on your behalf, including but not limited to erroneous calculations or modeling, provided that the malfunction is first discovered during the Policy Period and after the system has been put to its intended use in the course of actual construction. H. Emergency Expense We will indemnify you for Emergency Expense in excess of the Self-Insured Retention, if applicable, provided that the Emergency Expense must be both incurred by you and reported to us, in writing and as soon as practicable, during the Policy Period, but no later than ten (10) days from the discovery of the Pollution Condition resulting from the performance of Contractor Activities or the expiration of the Policy Period, whichever occurs first, and provided that the Contracting Activities giving rise to the need for Emergency Expense were rendered or performed on or after the Retroactive Date and before the end of the Policy Period. III. DEFENSE,SETTLEMENT AND COOPERATION A. Defense(Coverages B,C, D and E) 1. We have the right and duty to defend you against any Claim proceeding in the United States or Canada under Coverage B, C, D or E of this Policy: Policy Form:PERFORM-10002(11-20) Page 5 of 20 a. even if groundless or false; b. with counsel of our mutual agreement; and for any Claim proceeding anywhere else in the world seeking such Damages or Pollution Loss, we shall have the right, but not the duty, to defend you against such Claim. You shall have the duty to investigate and defend such Claims,and we will treat all reasonable and necessary fees and expenses paid to others in the course of doing so as Claim Expense. 2. If you and we cannot mutually agree upon defense counsel, we shall have the final right to select defense counsel, but we then will allow for a 25% Self-Insured Retention credit, up to a maximum of $25,000 per Claim, towards the costs of having you retain your own counsel to monitor the Claim. Defense counsel selected by us will have the sole right and responsibility for defending you against the Claim. 3. In the event you are entitled by law to retain independent counsel of your choosing to defend you at our expense and you choose to do so, the attorney fee component of Claim Expense shall be limited to the average of the rates we actually pay to counsel we retain in the ordinary course of business in the defense of similar Claims in the community where the Claim arose or is being defended. In addition, we may require that the independent counsel possess certain minimum qualifications, which may include that the selected counsel have: (1) at least five years of civil litigation experience defending similar Claims; and (2) errors and omissions coverage. You further agree to require your independent counsel to provide us with information concerning the Claim in a timely manner, to respond to our requests for information concerning the Claim, and to comply with our reporting and billing guidelines. 4. We shall have no obligation to pay any Claim Expense or to defend any Claim after all applicable Limits of Liability have been exhausted by incurred amounts or by payment, or after deposit or tender of the remaining applicable Limit of Liability into court. B. Settlement and Consent(Coverages B,C, D and E) We have the right to investigate, conduct negotiations concerning and,with your written consent, settle any Claim as we deem expedient. If you refuse to consent to a settlement or compromise recommended by us and acceptable to the claimant, then our Limit of Liability under this Policy with respect to such Claim shall be reduced to the amount for which the Claim could have been settled, including all Claim Expenses incurred up to the time we made our recommendation to you. C. Settlement(Coverage A) 1. We have the right to investigate and participate in all negotiations concerning a Protective Claim. 2. You will not settle any Protective Claim for which coverage may be sought under this Policy without our written consent, which shall not be unreasonably withheld. We will not pay any Loss on a Protective Claim settled in part or whole without our consent. D. Proactive Resolution of Substantiated Protective Claim(Coverage A) If you provide us substantiation that satisfies us that the liability of the Responsible Entities and the value of your Protective Loss are not reasonably disputable and exceed all collectible Recoverable Insurance, then upon your written request,we will provide you the following proactive assistance in pursuing recovery for your Protective Loss: 1. we will consult with you in the prosecution of your Protective Claim and provide our input on strategy for the efficient resolution of the Protective Claim; 2. we will attend or otherwise participate in settlement negotiations, including mediations and settlement conferences, for the resolution of the Protective Claim; 3. we will assist you in negotiations with representatives for any Recoverable Insurance;and 4. if all of your reasonable efforts to recover your Protective Loss and the foregoing fail due to the Policy Form:PERFORM-10002(11-20) Page 6 of 20 refusal of the Responsible Entity or the representatives for Recoverable Insurance to settle your substantiated Protective Claim, we will pay the portion of your Protective Loss in excess of the available collectible Recoverable Insurance. The costs we incur in performing the activities described in Paragraphs 1.through 3., above, shall be borne by us and shall not erode the Limits of Liability described in Section VL of this Policy. E. Your Duties(All Coverages) As a condition precedent to this insurance, in the event of any First Party Claim, Claim or reported circumstance: 1. You shall promptly forward to us all documents that you send or receive in connection with the First Party Claim, Claim or circumstance, and you will direct all inquiries regarding a Claim or circumstance to us or to our designated attorney. 2. You shall cooperate fully with us and our designees in the investigation, defense and settlement of any First Party Claim, Claim or circumstance, the conduct of suit or any other proceeding, and in securing and enforcing any right of contribution, indemnity, or other recovery that you potentially may have; such cooperation includes but is not limited to, when requested, attending any proceedings, assisting in securing evidence and obtaining the attendance and testimony of witnesses, whether in a legal proceeding or in an examination by us; and such cooperation will be without charge to us, except as provided otherwise in the Supplemental Coverage for Litigation Attendance Reimbursement. Such cooperation is agreed by us and you to be in furtherance of our common interest in the First Party Claim or Claim, such that all such communications shall be protected by all applicable privileges and protections. 3. You shall not voluntarily make any payment, assume or admit any liability, consent to any judgment, settle any First Party Claim or Claim, or incur any Claim Expense or Mitigation Cost, for which coverage may be sought under this Policy, without our prior written consent, except for Emergency Expense. We shall not be liable for any payment, assumed or admitted liability, consent judgment, settlement, or Claim Expense to which we have not consented. You shall not release or compromise any right you may have with respect to a First Party Claim or Claim without our prior written consent. We shall not be liable for any Loss attributable to a release without such consent. 4. You shall obtain our written consent before exercising any right, assuming any obligation, or making any agreement, with respect to any dispute resolution mechanism or process for a First Party Claim or Claim, including but not limited to rejecting or demanding arbitration. IV. DEFINITIONS Words stated in the singular will be construed as also being stated in the plural and vice versa. For purposes of this Policy: A. Advertising means material which promotes your products, services or business. B. Bodily Injury means physical injury, sickness, disease, building-related illness, mental anguish, emotional distress, or shock sustained by any person, including death resulting therefrom. Furthermore, Bodily Injury shall extend to include the monitoring of medical conditions. C. Claim means Professional Claim, Pollution Claim, Cyber Claim, and Media and Personal Injury Claim. D. Claim Expense means reasonable and necessary fees and costs incurred by us to investigate and defend any Claim for which coverage is provided under this Policy, including fees and costs charged by adjusters appointed by us to investigate a Claim. Claim Expense includes reasonable and necessary fees in defending such a Claim, for attorneys, investigators, arbitrators, mediators, consultants and expert testimony, as well as court and arbitration costs and expenses, but shall not include any remuneration, salaries, regular or overtime wages, benefits, fees or other payment of directors, officers, managers and employees of you or us, or fees and expenses of independent adjusters. Claim Expense also includes premiums for the covered portion of appeal bonds, attachment bonds or any similar bonds; however, we are not obligated to apply for,secure or furnish any such bond. Policy Form:PERFORM-10002(11-20) Page 7 of 20 E. Cleanup Costs means costs for the investigation, monitoring, or disposal of soil, surface water, groundwater, indoor or outdoor atmosphere or other contamination; or for cleanup, abatement, containment, capping, remediation, or correction of a Pollution Condition resulting from the performance of Contractor Activities. Cleanup Costs also includes Restoration Costs. F. Content means data,digital code, images, drawings, scents, sounds, tastes,texts or textures. G. Contractor Activities means: 1. any general construction, construction management, or environmental activity; or 2. any loading, unloading, delivery or transportation of goods, materials, products, or waste to or from any site at which the activities, described in Paragraph 1. of this Definition, are performed as long as such activity is performed by an entity that is properly licensed to deliver or transport such goods, materials, products, or waste; or 3. any operation, use, ownership, or maintenance of a land motor vehicle, off-road motor vehicle, mobile equipment, trailer, semi-trailer, watercraft, aircraft, or rolling stock in connection with the activities described in Paragraph 1. of this Definition; or 4. the use of a Non-Owned Location. Contractor Activities also includes Completed Operations. For the purpose of this Policy, Completed Operations means any of the activities described in Paragraphs 1. through 4. of this Definition that have been completed, including materials, parts or equipment furnished in connection with such work or operations. H. Cyber Claim means a written demand, demand for arbitration or mediation, or suit, made against you seeking money or services due to a Cyber Security Breach. I. Cyber Security Breach means any of the following circumstances: 1. the failure to prevent the introduction or transmission of a computer virus or any other malicious code, but only if such computer virus or malicious code affects the data, software, firmware, systems or networks of your clients; 2. the failure to provide your clients with access to your website, or your computer or communications network, when your clients have authorized use of your website, or your computer or communications network; 3. failure to prevent unauthorized access to, or use of, data, software, firmware, systems or networks containing private or confidential information of your client; 4. the destruction, deletion or corruption of your client's electronic data; or 5. failure to prevent the theft, unauthorized or illegal disclosure or loss of your client's information listed below: a. an individual, natural person's private Content,or b. commercial confidential information that resides in or on your hardware devices or data systems, including such information stored on your computer infrastructure system including cloud, remote servers at a co-location or data hosting services or any other data storage not in insureds direct control. J. Damages mean any amounts you are legally obligated to pay. K. Emergency Expense means reasonable and necessary expense, incurred by you, on an emergency basis, to contain, control, mitigate or rectify a Pollution Condition resulting from the performance of Contractor Activities that is an imminent and substantial endangerment to public health, safety or welfare, or the environment,where the absence of such emergency action being undertaken without delay, further harm to third parties or the environment is imminent. Policy Form:PERFORM-10002(11-20) Page 8 of 20 L. First Party Claim means a Protective Claim and any other request of us by you for Mitigation Cost or for sums arising out of any of the insuring agreements described in the Supplemental Coverage Section of this Policy. M. Information Technology Products means a computer or telecommunication hardware or software product or other electronic product that is used, created, developed or manufactured by or for you, including software updates, service packs and other maintenance releases for such products. N. Information Technology Services means: 1. Consulting on, design of, development of, analysis of, integration of, interface of, modification of and programming of software, hardware, networks, telecommunication systems and electronic or digital devices performed by you or on your behalf for your clients; 2. installation of,training in the use of, support of,servicing of, maintenance of, repair of your Information Technology Products; 3. marketing of, selling of, licensing of and distribution of Information Technology Products; 4. storage of,warehousing of, mining of and processing of data by you; 5. managing, operating, administering and hosting Information Technology Products for your clients; or 6. activities performed on your website(s); but shall not mean Information Technology Products. O. Insured means: 1. the Named Insured;or 2. any fully owned subsidiary corporations or subsidiary limited liability companies of the Named Insured, of any tier, in the past, as now constituted or hereafter constituted, subject to the limitations in Paragraph 9. of this Definition for the newly acquired or formed entities described therein; or 3. any present or former partner, director, officer, manager, member, shareholder, principal, trustee, or employee of the Named Insured solely while acting on behalf of the Named Insured, but this Paragraph 3. shall not make any entity an Insured solely because of its participation with the Named Insured in a legal entity such as a joint venture or limited liability company; or 4. any Insured with regard to its participation in a legal entity, including a joint venture or limited liability company, but solely for the Named Insured's legal liability arising out of the performance of Professional Services, Contractor Activities, Media Activities or Information Technology Services under the respective legal entity, and such legal entity itself, or any other entity other than an Insured that is part of the legal entity, are not Insureds;or 5. with regard to Coverage C only, any client of the Named Insured, or other entity or person, that the Named Insured is obligated to name as an additional insured on this Policy pursuant to a written contract, agreement, or permit, executed prior to when the Pollution Claim was first made, and solely as respects Pollution Conditions resulting from the Named Insured's performance of Contractor Activities;or 6. any entity which is specifically identified as an Insured in the Declarations or by endorsement to this Policy; or 7. the estate, heirs, executors, shareholders, administrators or legal representatives of an Insured in the event of such Insured's death, incapacity, or bankruptcy, or the spouse or legal domestic partner of any Insured, but only to the extent such Insured would otherwise be provided coverage under this Policy while acting solely on behalf of the Named Insured;or 8. any prior entity that has been reported to us prior to when the First Party Claim or Claim was first made and whose assets, partners, principals, or shareholders were acquired by the Named Insured, and for which the Named Insured is required to provide liability insurance under a written contract or Policy Form:PERFORM-10002(11-20) Page 9 of 20 agreement executed before the First Party Claim or Claim was first made; or 9. any entity newly formed or acquired by the Named Insured during the Policy Period in which the Named Insured has more than 50% legal or beneficial interest and over which the Named Insured exercises management or financial control and has agreed in writing to provide insurance for such entity prior to the First Party Claim or Claim being made. However: a. coverage will only be provided for First Party Claims or Claims arising out of Professional Services, Contractor Activities, Media Activities or Information Technology Services performed on or after the date of formation, acquisition, or exercised financial or management control; and b. this coverage will expire within 90 days for such entity, or the end of the Policy Period,whichever is earlier, unless the Named Insured provides written details of such newly acquired entity to us and pays the additional premium requested by us, if any. P. Insured Contract means: 1. a contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you, or temporarily occupied by you,with permission of the owner is not an Insured Contract;or 2. a sidetrack agreement; or 3. any easement or license agreement; or 4. an obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; or 5. an elevator maintenance agreement; or 6. that part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for Bodily Injury, Property Damage, or Pollution Loss to a third party or organization. This section does not include that part of any contract or agreement that indemnifies an architect, engineer, or surveyor for injury or damage arising out of: a. Preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders,designs or specifications; or b. Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage. For the purpose of this section, tort liability means only that liability that would be imposed by law in the absence of any contract or agreement. Any assumption of liability beyond that of tort liability specified in this Paragraph 6. shall not be considered to be part of the Insured Contract. Q. Loss means Protective Loss,Third Party Loss, Mitigation Cost and any other amount to which you are entitled under any of the insuring agreements described in the Supplemental Coverages Section of this Policy. R. Media Activities means Media Communications or the gathering, collection, or recording of Media Material for inclusion in any Media Communications in the ordinary course of your business. S. Media and Personal Injury Claim means a written demand, demand for arbitration or mediation, or suit, made against you seeking money or services due to a Media and Personal Injury Offense. T. Media and Personal Injury Offense means: 1. Infringement of copyright, piracy, plagiarism or misappropriation or unauthorized use of ideas shared with you in the course of services for your client; 2. Infringement of trade secrets,domain name,title or slogan, or the dilution or infringement of trademark Policy Form:PERFORM-10002(11-20) Page 10 of 20 or service mark; 3. act, error or omission regarding the Content of any Media Communication, including harm caused through any reliance or failure to rely upon such Content; 4. Misappropriation of trade secret; 5. Defamation, libel, slander, product disparagement, trade libel, or other tort related to disparagement or harm to the reputation or character of any person or organization; 6. Invasion or interference with the right to privacy or of publicity; 7. Misappropriation of any name or likeness for commercial advantage; 8. False arrest,detention or imprisonment or malicious prosecution; or 9. Invasion of or interference with any right to private occupancy, including trespass, wrongful entry, eviction or eavesdropping. U. Media Communications means the display, broadcast, dissemination, distribution or release of Media Material to the public by you. V. Media Material means information in the form of words, sounds, numbers, images or graphics in electronic, print or broadcast form, including Advertising, but does not mean computer software or Content. W. Mediation means the non-binding facilitation by a neutral third party of First Party Claim or Claim resolution. X. Mitigation Cost means reasonable and necessary fees or direct costs incurred to mitigate or rectify Professional Services, Contractor Activities, Media Activities or Information Technology Services that would reasonably be expected to give rise to a Claim covered by this Policy, provided such fees and direct costs are incurred prior to any Claim. In the event of a Cyber Security Breach, Mitigation Costs include costs we incur to engage a qualified firm on your behalf to: 1. investigate the Cyber Security Breach; 2. notify any parties affected by the Cyber Security Breach; 3. perform credit monitoring service for your clients' individual personal data or your clients' corporate data lost because of the Cyber Security Breach;and 4. restore or recreate, if possible, any of your clients' lost data caused by the Cyber Security Breach. Your fees or direct costs may be treated as Mitigation Cost only with our prior written consent, which consent shall not be unreasonably withheld. Mitigation Cost does not include any fees or direct costs relating to or resulting from Emergency Expense; betterment; or the failure to prevent or detect faulty workmanship. Y. Named Insured means the individual, partnership, entity, firm, or the company named in Item 1. of the Declarations. Z. Natural Resource Damage means physical injury to or destruction of(including the resulting loss of value) land, fish, wildlife, biota, air, water, groundwater, drinking water supplies, and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States (including the resources of the fishery conservation zone established by Magnuson-Stevens Fishery Conservation and Management Act (16 U.S.C. § 1801 et. seq.)), any State or Local government, any Foreign government, any Native American tribe or, if such resources are subject to a trust restriction on alienation, any member of a Native American tribe. AA.Non-Owned Location means: Policy Form: PERFORM-10002(11-20) Page 11 of 20 1. real property rented, leased or managed by you, including temporary job site offices, but only if such real property is utilized on a temporary basis for the storage of goods, materials, equipment, products or wastes for the purpose of performing the activities,described in Paragraphs 1. through 3. in Definition G. Contractor Activities,for a client;or 2. any location used for the treatment, storage, recycling or disposal of your waste material provided that: a. the waste material is generated or removed while performing activities, described in Paragraphs 1.through 3. in Definition G. Contractor Activities,for a client; and b. the location is not managed, operated, owned or leased by you or any of your subsidiaries or affiliates with the exception of any location that is managed, operated, owned or leased solely by one or more persons or organizations that are Insureds only by reason of Paragraph 5. in Definition O. Insured; and c. the location is permitted or licensed by any Federal, State, Local or Provincial authorities to accept such material as of the date of the treatment, storage, recycling or disposal. BB.Policy Period means the period from 12:01 a.m. on the effective date of this Policy as set forth in Item 3. of the Declarations,to 12:01 a.m. on the earliest of the date of the expiration date of this Policy as set forth in Item 3. of the Declarations or any earlier termination date if this Policy is cancelled. CC.Pollution Claim means the assertion of a legal right alleging liability or responsibility on your part, including but not limited to lawsuits, petitions, arbitrations or other alternative dispute resolutions, and public agency directives, made against you, for Pollution Loss arising out of a Pollution Condition resulting from otherwise insured Contractor Activities. DD.Pollution Condition means the actual or alleged discharge, dispersal, release, seepage, migration, growth or escape of smoke, soot, fumes, acids, alkalis, toxic chemicals, mold, mildew, spores, fungi, microbes, bacteria, legionella pneumophila, asbestos, lead, silica, silt, sediment, liquids, gases, waste materials, contaminants, organic or inorganic pollutants, electromagnetic fields, hazardous substances, hazardous materials, waste materials including medical, infectious, and pathological wastes, or other irritants, into or upon land, any structure on land, the indoor or outdoor atmosphere, any watercourse, or any body of water, including groundwater. Waste materials include materials to be recycled, reconditioned or reclaimed. Radioactive matter shall also be considered a pollutant, except as otherwise covered or protected by insurance or protections provided pursuant to 42 U.S.C. § 2014(w), as amended, or Section 170 of the Atomic Energy Act of 1954, as amended. EE. Pollution Loss means any amounts you are legally obligated to pay for Bodily Injury, Property Damage or Cleanup Costs. FF. Principal Personnel means the directors, officers, principals, partners, insurance and risk managers, and those persons responsible for your environmental or legal affairs for the Named Insured. GG.Professional Claim means a written demand, demand for arbitration or mediation or suit made against you seeking Damages or correction of Professional Services and alleging a negligent act, error or omission in the rendering of or failure to render Professional Services. HH. Professional Services means: 1. Construction Management, Program Management, Project Management, Owner's Representation, Property Management, Real Estate Brokerage/Agency, Property Development, Lease Brokering, any delegated design responsibility or design assist services, including but not limited to constructability reviews or value engineering; or 2. architecture; engineering; contract administration as part of design; sprinkler design; fire protection design; life safety design; mechanical, electrical or security systems design; light use, acoustical or signage design; landscaping design; surveying; quantity surveying; project accounting, quality control reviews, assist or documentation, material testing; cost consulting, economic, feasibility, technical consulting or technical studies or opinions, or scientific reviews; software design for the purpose of operating or maintaining any building system; interior design or space planning services; or design services to support Leadership in Energy and Environmental Design (LEED)certification for a project; or Policy Form: PERFORM-10002(11-20) Page 12 of 20 3. professional services with respect to any Building Information Modeling (BIM) systems, including but not limited to modification, alteration, transfer, protection, manipulation, use, or misuse thereof, or design assist system or program, and the foregoing within Integrated Project Delivery (IPD), Public- Private Partnership projects (P3s), or Lean Project Delivery System (LPDS); or 4. environmental consulting, environmental engineering, environmental site assessment, remedial investigations, feasibility studies, remedial design, environmental monitoring, testing and sampling, remedial oversight and management, ecological studies, environmental training, industrial hygiene, forensic inspections and expert witness services; or 5. ordinary technology services utilized in the performance of the Professional Services described above. Such technology services include the design, development, programming, analysis, training, use, hosting, management, support, and maintenance of any software, database, internet service, or website. II. Property Damage means: 1. physical injury to or destruction of tangible property, including resulting loss of use thereof; or 2. loss of use of tangible property that has not been physically injured or destroyed; or 3. diminution of property value; or 4. Natural Resource Damage. JJ. Protective Claim means written demand, demand for arbitration or mediation or a suit instituted by you against the Responsible Entity seeking a remedy and alleging liability or responsibility on the part of such Responsible Entity arising from: 1. a negligent act, error or omission in the rendering of or failure to render Professional Services;or 2. a Pollution Condition resulting from the performance of Contracting Activities. Protective Claim does not include a demand or proceeding for non-monetary or injunctive relief. KK. Protective Loss means: 1. any amounts you are legally entitled to recover;or 2. in the event the Protective Claim is made against a Responsible Entity in whose favor you have granted a Limitation of Liability permitted by this Policy, any amounts you would have been legally entitled to recover in the absence of such Limitation of Liability; from each Responsible Entity: 1. due to a negligent act,error or omission in the rendering of Professional Services;or 2. for Bodily Injury, Property Damage or Cleanup Costs due to a Pollution Condition. In the event that multiple Responsible Entities cause the same or related loss, the amount of Protective Loss shall not exceed the single loss caused by such multiple Responsible Entities. LL. Recoverable Insurance means the lesser of either Item 1. or 2. below: 1. all liability insurance applicable to the Professional Services or Pollution Condition from which the Protective Claim arises and providing such applicable coverage to any Responsible Entity or any person or entity for which the Responsible Entity is responsible; or 2. in the event the Protective Claim is made against a Responsible Entity in whose favor you have granted a Limitation of Liability permitted by this Policy that is applicable to the Protective Claim, such Limitation of Liability. MM. Responsible Entity means those persons or entities, retained by you or on your behalf, rendering Professional Services or Contractor Activities. NN.Restoration Costs means the reasonable and necessary costs incurred by you, with our prior written Policy Form:PERFORM-10002(11-20) Page 13 of 20 consent, to repair, replace, or restore real or personal property to substantially the same condition it was prior to being damaged during work performed in the course of incurring Cleanup Costs. Restoration Costs do not include costs associated with improvements or betterments. 00. Retroactive Date(s)means the date(s)set forth in Item 6. of the Declarations. PP. Third Party Loss means the total of all Damages and Pollution Loss you are legally obligated to pay, and all related Claim Expense. V. EXCLUSIONS We will not be liable to make payments or indemnify you for any First Party Claim, Claim or Loss directly or indirectly for or arising out of: A. any amounts incurred in connection with the making or prosecution of a Protective Claim. This Exclusion applies at all times, including where we are providing Proactive Resolution of Substantiated Protective Claim under Section III.D. of this Policy, excepting only the Supplemental Coverage for Protective Claim Bankruptcy Litigation Expense Reimbursement. B. the amount of any default judgment, arbitration award or adjudicator's decision in circumstances where the Responsible Entity has failed to plead or provide a defense, response or answer, or take any other procedural step, except that this Exclusion shall not apply to the amount of Protective Loss which you would have been entitled to recover from the Responsible Entity, respectively, had such defense, response or answer been pleaded or provided, or procedural step been taken. In such instance where the Responsible Entity has failed to plead or provide a defense, response or answer, or take any other procedural step, the burden of proving the extent of Protective Loss which you would have been entitled to recover from the Responsible Entity,respectively, will be upon you. C. any design or manufacture of any goods or products which are sold or supplied by you or by anyone under license to you, including any parts, components, assemblies or equipment installed or incorporated by or on behalf of you into your work. This Exclusion does not apply to (1) software sold or supplied by you in connection with your provision of other Professional Services, or (2) goods or products installed or incorporated in your work which have been specially designed, but not manufactured, by you or on your behalf by a qualified Responsible Entity for use in a specific project, or(3)goods or products installed or incorporated in your work that cause a Pollution Loss arising out of a Pollution Condition resulting from the performance of Contractor Activities, or(4) Information Technology Products. D. the cost to repair or replace faulty workmanship in any construction, erection, fabrication, installation, assembly, or manufacturing process, including materials, parts, or equipment furnished in connection therewith, unless the faulty workmanship is caused by otherwise covered Professional Services as respects the applicability of: 1. Coverages A or B; or 2. Mitigation Cost to mitigate or rectify Professional Services under Coverage F, except for any fees and direct costs relating to or resulting from the failure to prevent or detect faulty workmanship. This Exclusion does not apply to Coverages C, D, E, Mitigation Cost to mitigate or rectify a Pollution Condition resulting from the performance of Contractor Activities under Coverage F, or Supplemental Coverage H. Emergency Expense. E. any actual or alleged harassment, humiliation, discrimination, or similar misconduct on any basis, whether as to a legally protected group or otherwise. F. any employment obligations, decisions, conduct, practices or policies as an employer, including but not limited to any obligation for which any party shall be liable under any worker's compensation, unemployment compensation, employer's liability, obligation to pay fair wages or benefits, or disability benefits law or under any similar law. G. liability under contract, agreement, warranty or guarantee, except such liability that would have existed in the absence of such contract, agreement, warranty or guarantee. This Exclusion extends to any contractual obligation to make payments to others, including subcontractors, subconsultants, or their employees, or for materials. Solely for purposes of Coverage C, this Exclusion shall not apply to liability of Policy Form: PERFORM-10002(11-20) Page 14 of 20 others assumed under an Insured Contract. This Exclusion shall not apply to that portion of a contract that sets forth the Insured's participation in a legal entity that is insured under Definition 0.4. of this Policy. H. any fraudulent, criminal, dishonest,intentionally or knowingly wrongful, or malicious act,error, or omission, or those of an inherently harmful nature, except that this Exclusion shall not apply to a Claim against you if you did not commit, participate in, or have knowledge of such conduct. I. taxes; criminal fines; criminal penalties; or liability for liquidated damages you or the Responsible Entity would not have had in the absence of the agreement for liquidated damages. J. any return, withdrawal or reduction in contractor charges; any equitable obligation, including restitution, disgorgement, or the costs of complying with injunctive relief; or the time and expense in addressing or resolving an actual or potential First Party Claim or Claim. K. any conduct by an individual, corporation, partnership, or joint venture of which you are a partner, director, officer, member, participant, or employee that is not designated in the Declarations or by endorsement as an Insured. This Exclusion shall not apply to conduct by an entity for which the Insured's participation is insured under Definition 0.4. of this Policy. L. First Party Claims or Claims made by any Insured against any other Insured. However, this Exclusion shall not apply as respects Claims made by any entity or person only qualifying as an Insured under Paragraph 5. of the Definition of Insured in this Policy. M. Claims against you made by, or Protective Claims by you made against, any individual or entity, or its subrogees or assignees: 1. that wholly or partially owns,controls or operates you; or 2. in which you have an ownership interest in excess of twenty-five percent(25%);or 3. that is controlled or operated by you; or 4. in which you are an officer or director; or 5. that is an affiliate of you, where you both are ultimately owned in excess of twenty-five percent (25%), directly or indirectly, by the same entity. With respect to Items 2., 3., and 4. above, this Exclusion shall be limited when the Claim or Protective Claim is made by a formal joint venture partnership of which you are a participant to your percentage of ownership interest in the joint venture, so that we shall only be responsible for that portion of Third Party Loss or Protective Loss that is the difference between your percentage of ownership interest and the total joint venture ownership interest percentage. N. Bodily Injury or Property Damage arising out of construction means, methods or techniques; site safety; crane erection, use, maintenance or operation; scaffolding; or demolition, but solely for the purposes of Coverage B, and for the purposes of Coverages A and F with respect to obligations arising from Professional Services. O. any Loss caused by or resulting from war, invasion, hostilities, acts of foreign enemies, civil war, rebellion, insurrection, military or usurped power, martial law, or confiscation by order of any government or public authority. P. any Protective Loss or Pollution Loss resulting from: 1. the discovery of a Pollution Condition on, at or under the Non-Owned Location;or 2. a Pollution Condition on, at, under or migrating from a Non-Owned Location,for which the owner of the Non-Owned Location becomes legally obligated to pay unless such Pollution Loss results from the performance of the activities described in Paragraphs 1. through 3. of Definition G. Contractor Activities. Q. for purposes of Coverages D and E. the loss, theft, destruction, transfer, misappropriation, or any misuse of any of your employees' personal data, confidential information or other private Content, including but not limited to social security numbers, phone numbers, family names, family history, or home or medical information. Policy Form:PERFORM-10002(11-20) Page 15 of 20 R. any Professional Services, Contractor Activities, Media Activities, or Information Technology Services that constitute violations of either the laws of the United States or any jurisdiction in which they were performed, including U.S. economic, trade sanction or export control laws administered by the U.S. Treasury, State and Commerce Departments (e.g., the economic and trade sanctions administered by the U.S. Treasury Office of Foreign Assets Control), or the U.S. Controlled Substances Act or similar laws in the subject jurisdiction. Additionally, we shall not be required to provide any coverage, pay any Claim or First Party Claim, or provide any other benefit hereunder to the extent that provision of such coverage, payment of such Claim or First Party Claim or provision of such other benefit would be in violation of any trade or economic sanctions laws or regulations applicable in our jurisdiction of domicile or with which we are legally obligated to comply. VI. LIMITS OF LIABILITY AND SELF-INSURED RETENTION A. Limits of Liability 1. Limit of Liability Each Claim or First Party Claim: Our Limit of Liability for the sum of all Loss for each single Claim or First Party Claim to which this Policy applies shall not exceed the amount stated in Item 4.A. of the Declarations specified for each applicable coverage provided by this Policy. 2. Limit of Liability in the Aggregate for Each Coverage for the Policy: Our Limit of Liability for all Loss under each respective coverage provided by this Policy shall not exceed the amount stated in Item 4.B. of the Declarations for such coverage for the Policy. 3. Limit of Liability in the Aggregate for All Coverages Described in Section I. of this Policy for the Policy: Our Limit of Liability for the sum of all Loss arising out of all Claims or First Party Claims under the coverages described in Section I. provided by this Policy shall not exceed the amount stated in Item 4.C. of the Declarations for the Policy. B. Self-Insured Retention The Self-Insured Retention amount stated in Item 5.A. of the Declarations applies to each Claim or First Party Claim, if applicable. The Self-Insured Retention amount stated in Item 5.B. of the Declarations is the most you shall pay for the sum of all of your Self-Insured Retention obligations arising out of all Claims or First Party Claims under each respective coverage for the Policy, if applicable, provided that in no event shall your Self-Insured Retention obligation be less than the amount stated in Item 5.C. of the Declarations for any Claim or First Party Claim under each respective coverage. The Self-Insured Retention amount shall be paid by you before we pay any Loss,though any payments made by any Recoverable Insurance also implicated by the Claim or First Party Claim shall serve to reduce your Self-Insured Retention obligation. Our Limits of Liability set forth in Item 4. of the Declarations are in addition to and in excess of the Self-Insured Retention amount. No Self-Insured Retention amount shall apply with respect to the Supplemental Coverages provided by the Policy, except for Supplemental Coverage H. Emergency Expense. If a Claim arising out of the same set of circumstances for which we have paid Mitigation Cost is made, then any amounts paid under the Self-Insured Retention for such Mitigation Cost shall reduce the Self-Insured Retention forthat Claim. Mediation Credit: If you and we agree beforehand to attempt to resolve a Claim or First Party Claim at Mediation, and if you and we resolve such Claim or First Party Claim by such Mediation, your Self- Insured Retention obligation for such Claim or First Party Claim will be reduced by 50%, subject to a maximum reduction of$25,000. VII. MULTIPLE INSUREDS The number of Insureds covered by this Policy shall not operate to increase the Limit of Liability specified in the Declarations, notwithstanding any other provision of this Policy. VIII. MULTIPLE CLAIMS Two or more Claims or First Party Claims arising out of one or more acts, errors, omissions, incidents, events, or Pollution Conditions, or a series thereof, that are related (either causally or logically), will be considered a single Claim or First Party Claim subject to: A. a single Each Claim or First Party Claim Limit of Liability; and Policy Form: PERFORM-10002(11-20) Page 16 of 20 B. a single Self-Insured Retention (if applicable); and shall not operate to increase our Limits of Liability. All such Claims or First Party Claims treated as a single Claim or First Party Claim, whenever made, shall be considered first made on the date the earliest such Claim or First Party Claim was first made, and only a Policy providing coverage for the earliest Claim or First Party Claim shall have any coverage for such Claims or First Party Claims. If more than one Coverage applies to the whole or a part of a Claim treated as a single Claim pursuant to this Section VIII., then the Each Claim Limit of Liability for the entirety of that single Claim and the applicable Self- Insured Retention for that single Claim shall be those set forth in Items 4.A. and 5., respectively, of the Declarations for the applicable Coverage with the largest Each Claim Limit of Liability. If more than one applicable Coverage has the same Each Claim Limit of Liability, but have different Self-Insured Retentions, then the largest Self-Insured Retention shall apply to that single Claim. IX. EXTENDED REPORTING PERIOD A. Automatic Extended Reporting Period If we or you do not renew this insurance with a renewal policy issued by us for any reason, other than after cancellation pursuant to Section XI.G. Cancellation and Termination, you shall be entitled to a period of sixty(60) days from the date of policy termination to report a Claim (except for a Pollution Claim)or First Party Claim which is made by or against you prior to such termination date. This Automatic Extended Reporting Period may not be canceled by you and does not require the payment of an additional premium. This Automatic Extended Reporting Period shall be included within the Optional Extended Reporting Period if such is purchased. The Automatic Extended Reporting Period shall not serve to increase or reinstate the Limits of Liability set forth in the Declarations. The Aggregate Limit of Liability for the Automatic Extended Reporting Period shall be the amount ofcoverage remaining in this Policy's aggregate liability limit set forth in the Declarations. B. Optional Extended Reporting Period If we or you do not renew this insurance with a renewal policy issued by us for any reason, other than after cancellation pursuant to Section XI.G. Cancellation and Termination, and if the total premium for this Policy has already been paid in full, then you shall have the option to pay an additional premium and extend the period by which a Claim (except for a Pollution Claim) or First Party Claim can be first made by or against you and reported to us. The premium for the Optional Extended Reporting Period shall be: (1) 100% of the annual premium for twelve (12) months of extension; (2) 150%for twenty-four(24) months of extension; or (3) 200% for thirty- six(36) months of extension.The purchase of an Optional Extended Reporting Period shall not be effective unless endorsed herein. Your option to purchase the Optional Extended Reporting Period must be exercised by notice in writing to us no later than sixty(60) days after the termination date of this Policy. Effective notice must indicate the total Optional Extended Reporting Period desired and must include payment of premium for such period. If such notice and premium are not mailed to us within such sixty (60) days, then you are not entitled to purchase an Optional Extended Reporting Period at a later date. If purchased pursuant to the preceding paragraph, the Optional Extended Reporting Period shall commence upon the termination of the Policy Period. The Automatic Extended Reporting Period shall not apply after the termination of the Optional Extended Reporting Period. At the commencement of any Optional Extended Reporting Period, the entire premium shall be deemed fully earned. In the event you terminate the Optional Extended Reporting Period before its term for any reason, we shall not be obligated to return any portion of the premium. Although the period during which a Claim (except for a Pollution Claim) or First Party Claim can be reported to us is extended by virtue of the Optional Extended Reporting Period, this fact shall not in any way increase or reinstate the Limits of Liability of this Policy. The Optional Extended Reporting Period shall not serve to increase or reinstate the Limits of Liability set forth in the Declarations. The Aggregate Limit of Liability for the Optional Extended Reporting Period shall be the amount of coverage remaining in this Policy's aggregate liability limit set forth in the Declarations. X. REPORTING A. Reporting a Claim or First Party Claim Policy Form:PERFORM-10002(11-20) Page 17 of 20 As a condition precedent to coverage under this Policy, in the event of a Claim or First Party Claim, you must do the following: 1. Report the Claim or First Party Claim to us in writing as soon as reasonably possible, which (except for a Pollution Claim) must be during the Policy Period, the Automatic Extended Reporting Period, or during any applicable Optional Extended Reporting Period. Reporting should be sent to us at the address stated in the Claims Notice attached to this Policy; and 2. Promptly provide a copy of the Claim or First Party Claim, if in writing, and specify in the report: the names and addresses of the Insured reporting the Claim or First Party Claim,the persons or entities making the Claim or First Party Claim, and the persons or entities against whom the Claim or First Party Claim is made; when the Claim or First Party Claim was made; the subject of the Claim or First Party Claim; and any other relevant facts or allegations known to you. B. Reporting a Circumstance If during the Policy Period,you become aware of a circumstance that may reasonably be expected to give rise to a Claim or First Party Claim which may be covered under the Policy, and if you, during the Policy Period, provide a written report to us at the address stated in the Claim Notice attached to this Policy of the circumstance as soon as practicable containing particulars sufficient to identify you and all reasonably obtainable information with respect to: 1. when and how you first became aware of such circumstance; 2. any act, error, omission asserted or believed to be at issue; 3. the services or activities involved in the circumstance; 4. what happened and the dates and entities involved; and 5. the nature of any alleged or potential Loss; then any Claim (except for a Pollution Claim) or First Party Claim arising out of such circumstance shall be deemed to have been made on the date we received the written report of the circumstance. At our sole discretion and cost, we may elect to investigate any circumstance which is reported; any such costs associated with the investigation of a circumstance prior to a Claim being made against you will not be considered Claim Expense, will not reduce the applicable Self-Insured Retention and shall be paid by us in addition to the Limit of Liability. Xl. CONDITIONS A. Territory The coverage afforded by this Policy applies worldwide. B. Audit and Inspection Upon reasonable prior notice, we shall be permitted to audit your final books and records at any time during the Policy Period, the Automatic Extended Reporting Period, the Optional Extended Reporting Period, if applicable, and within three years after the final termination of this Policy, as far as they relate to the subject matter of this Policy. We shall also be permitted to inspect, sample, and/or monitor your operations on a continuing basis. Neither our right to make inspections, sample, and/or monitor, nor the actual undertaking thereof, nor any report thereon shall constitute an undertaking, on behalf of us or others, to determine or warrant that your operations are safe, healthful, conform to acceptable practice, or are in compliance with any law, rule, or regulation. C. Subrogation In the event of any payment under this Policy,we shall be subrogated to all of your rights of recovery thereof. You shall execute and deliver all requested instruments and papers in furtherance of such rights to us and do whatever else is reasonably necessary to secure such rights. You shall do nothing to waive or prejudice such rights. We shall have priority in any recovery, and any amounts recovered in excess of our total payment and the cost to us of recovery shall be paid to you. However, we waive our rights of subrogation under this Policy,to the extent such a waiver is required by a written contract with you executed prior to the Claim,against any of the following that is not a Responsible Entity: your clients,their parents or other affiliates, and your client's designees;and your co-participants in an entity for which your Policy Form: PERFORM-10002 (11-20) Page 18 of 20 participation is insured under Definition 0.4. of this Policy. For Coverage A only,we will not subrogate against a Responsible Entity in excess of its collectible insurance, provided it has maintained Recoverable Insurance, regardless of whether or not such Recoverable Insurance is exhausted or reduced. D. Changes None of the provisions of this Policy will be waived, changed, or modified except by written endorsement issued by us to form a part of this Policy. Notice to any of our agents or knowledge possessed by any such agent or any other person will not act as a waiver or change in any part of this Policy and will not prevent us from asserting any rights under the provisions of this Policy. E. Action Against Us Only you can make claims against us under Coverages A and F, and the Supplemental Coverages, of this Policy. No action shall be taken against us with respect to Coverage A unless, as a condition precedent thereto, you shall have fully complied with all the terms of this Policy, and until the amount the Responsible Entity is legally obligated to pay shall have been finally determined either by judgment after actual contested trial or arbitration, or other method of dispute resolution for which we have given prior written approval. No action shall be taken against us with respect to Coverage B, C, D or E unless, as a condition precedent thereto, you shall have fully complied with all the terms of this Policy, and until the amount you are legally obligated to pay shall have been finally determined either by judgment after actual contested trial or arbitration, or other method of dispute resolution for which we have given prior written approval. No person or organization shall have any right under this Policy to join us in any action against you. No Responsible Entity shall be an Insured under this Policy. F. Assignment of Interest It is agreed that the insurance provided herein and your interests hereunder cannot be transferred or assigned to another party without our express written consent. G. Cancellation and Termination 1. The premium paid for this Policy shall be fully earned in the first twelve months of the Policy Period. 2. This Policy may only be cancelled by us for one or more of the following reasons: a. non-payment of premium; or b. a material misrepresentation or concealment of facts;or c. a material breach of any provision of this Policy. If this Policy is cancelled by us, notice of cancellation will be sent in writing to the first Named Insured (except as modified by any Endorsement to this Policy, either electronically or at the address indicated on the Declarations. We will provide such written notice at least ninety(90)days prior to the date such cancellation is to take effect; except that, in the event of cancellation for non-payment of premium, we will provide only fifteen (15) days written notice. If the premium is paid by a premium financing company and the premium financing company, acting under a valid premium finance agreement with you, requests cancellation of the Policy due to non-payment of premium from you in the first twelve (12) months of the Policy Period, the earned premium shall be computed short-rate of the twelve- month policy term premium and the unearned premium shall be returned to the premium finance company. The effective date and hour of cancellation will be stated in such notice. Cancellation by us also cancels the Automatic Extended Reporting Period and any Optional Extended Reporting Period; the Policy Period, the Automatic Extended Reporting Period, and any Optional Extended Reporting Period will end on that date. If we cancel for the reason specified in Subparagraph (a), there shall be no return premium. If we cancel for reasons stated in Subparagraphs(b)or(c) in the first twelve (12) Policy Form:PERFORM-10002(11-20) Page 19 of 20 months of the Policy Period, the earned premium shall be computed pro-rata of the twelve-month earned policy term premium. Payment of any return premium shall not be a condition of cancellation. 3. This Policy may be cancelled by the first Named Insured for any reason. In the event that the first Named Insured cancels the Policy,the earned premium shall be computed under the customary short rate table and procedure as a percentage of the total Policy premium stated in the Declarations, and we will return the corresponding unearned premium to the first Named Insured. Cancellation by the first Named Insured shall also cancel the Automatic Extended Reporting Period and any Optional Extended Reporting Period on the date of cancellation. 4. Notwithstanding the foregoing, if you report a Claim or First Party Claim to us prior to the date of cancellation, the Policy premium shall be considered 100% earned, and no premium shall be returned upon cancellation. H. No Limitation of Liability You shall not limit the liability of any Responsible Entity,except to collectible insurance, without our prior written approval. If you limit the liability of a Responsible Entity in a manner that fails to comply with the foregoing, our obligation to pay Loss arising out of any Claim or First Party Claim involving such Responsible Entity shall apply solely in excess of the collectible insurance that would have been available in the absence of the limitation of liability to such Responsible Entity or any person or entity for which the Responsible Entity is responsible. I. Your Bankruptcy Your bankruptcy or insolvency shall not relieve us of our obligations under this Policy. J. Authorization Clause By acceptance of this Policy, the first Named Insured shall be the sole agent of and shall act on behalf of the Insureds for all purposes as to the Policy, including but not limited to the payment or return of premium, receipt and acceptance of any endorsement issued to form a part of this Policy, providing and receiving notice of cancellation, termination, or nonrenewal, the giving of notices and reporting of First Party Claims, Claims and circumstances, for completing applications and the making of any statements or representations, for making any change to the Policy, and for the exercising or declining to exercise any right under this Policy, including the purchase of an Optional Extended Reporting Period. K. Severability of Policy Provisions If any material provision or clause of this Policy is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, that provision will immediately become null and void, leaving the remainder of this Policy in full force and effect. L. Severability of Insureds(Coverages B,C,D and E) Except with respect to the Limits of Liability and Self-Insured Retentions, the Authorization Clause of this Conditions Section and as otherwise provided in this Policy, this insurance applies as if each Insured were the only Insured and separately to each Insured against whom a Claim is made. M. Other Insurance This Policy is excess over the Self-Insured Retention and any other valid and collectible liability insurance available to you, whether such other insurance is stated to be primary, pro-rata, contributory, excess, contingent, self-insured or otherwise, unless such other insurance is written specifically excess of this Policy by reference in such other policy to the Policy number in this Policy's Declarations. When any other insurance has a duty to defend a Claim, we will have no duty to defend the Claim; if no such other insurance defends the Claim,we will have the right but not the duty to defend the Claim. Under Coverage C only, when you are required by written contract, written agreement, or permit, executed prior to when the Pollution Claim was first made, to include any person or entity as an additional Insured, such coverage will be provided on a primary and non-contributory basis to the extent so required. N. Choice of Law Policy Form: PERFORM-10002(11-20) Page 20 of 20 All matters arising from or related to this Policy, including without limitation questions related to the validity, interpretation, performance, and enforcement of this Policy, all forms of contractual, tort and statutory claims, and all remedies and entitlement to costs or attorneys' fees in a dispute over any of the foregoing, shall be determined in accordance with the law and practice of the State of New York (notwithstanding New York's conflicts of law rules). O. Jurisdiction and Venue It is agreed that, in the event of any dispute arising from or related to this Policy, including without limitation questions related to the validity, interpretation, performance, and enforcement of this Policy, and all forms of contractual, tort and statutory claims, you and we will submit to the jurisdiction of any court (State or Federal) in New York and will comply with all the requirements necessary to give such court jurisdiction. Nothing in this clause constitutes or should be understood to constitute a waiver of your or our right to remove an action to the United States District Court, regardless of the jurisdiction in which an action is commenced. Policy Form:PERFORM-10002(11-20)