Loading...
HomeMy WebLinkAboutWEBER WATER RESOURCES CA, LLC (2) A-2021-161-03A > t , MAYOR t 6, r CITY MANAGER Valerie Amezcua 1��tt.ee Alvaro Nunez MAYOR PRO TEM - .et:';y,.' CITY ATTORNEY Thai Viet Phan l Sonia R.Carvalho COUNCILMEMBERS46 CITY CLERK Phil Bacerra 4., • Jennifer L.Hall Johnathan Ryan Hernandez ' Jessie Lopez '< i} utt—\ p David Penaloza Benjamin Vazquez CITY OF SANTA ANA INSURANCE ON FILE PUBLIC WORKS AGENCY W:,R4 MAY PROCEED 20 Civic Center Plaza •P.O.Box 1988 UNTIL INSUR^,NCE EXPIRES Santa Ana,California 92702 $ 1 I HAu_. _ www.santa-ana.orq CITY CLEItiEp 1 9 2024 DATE: August 26, 2024 D eWf(9--) Weber Water Resources CA, LLC ( e,;A+ 01`") 1785 Container Circle Riverside, CA 92509 Attn: Bryan Weber, VP of Sales Re: Extension of Agreement(A-2021-161-03)for on-call water well, pump,and motor rehabilitation and repair Pursuant to Section 3 ("Term") of the above-referenced Agreement, entered into by Weber Water Resources CA, LLC and the City of Santa Ana, dated August 17, 2021 the time period of the Agreement is hereby extended for an additional two-year period,from August 17,2024 through August 16, 2026. Any insurance certificates are required to be extended and/or renewed to cover this extension. All other terms and conditions of the Agreement remain unchanged and in full force and effect. Sink erely, 1 Na it §aba, P.E. Executive Director, Public Works Agency CITY OF SANTA ATTEST \ Jf 9AMT Alvaro Nunez ennifer L. H 1 _ `, A' City Manager a —1 APPROVED AS TO FORM WEBER WATER RESOURCES CA,LLC r Jonathan T. Martinez n W9 r Assistant City Attorney icesident of Sales SANTA ANA CITY COUNCIL Valerie Amezcua Thai Viol Phan Benjamin Vazquez Jessie Lopez Phil Bacerra Johnalhan Ryan Hernandez David Penaloza Mayor Mayor Pro Tern,Ward I Ward 2 Ward 3 Ward 4 Ward 5 3.Marlld�.;aanta-arlaolp tphanesaWa-anaq[g hvazoueaWsanla•ana.org iessi9 pzl to-anaao ohacerra6W_nantaana.orn Wartl6 gyanheman4er6�sant�wur.an+ doonaloza&bm�•ana orc ,acoRE) CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDD/YYYY) 4/.....---- 4/26/2024 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 Lovitt&Touché A Marsh and McLennan Agency, LLC PHONE Michelle Dickason FAX 8605 E. Raintree Drive, Suite 2 E-M No.Extl:60:-95 50 A/C o Scottsdale AZ 85260 E-MAIL • I e ADDRESS: Mid.T n .IN R INSURERS AFFORDING COVERAGE NAIL# INSURER A:Zurlr A AJL, m. - !.r ip a 16535 INSURED WEBER-7 INSURER B:Be'.le, ,ssuran - ompany 39462 Weber Water Resources CA, LLC INSURER V� sstch�°'� In c C 10172 1785 Container Circle ^L.G t t, t0 (� Jurupa Valley CA 92509AcevedSURER D:"+aviaat_ . ' I as fl 36056 URER F '8t�2E�F: OBRILII/TIIEIVAIII COVERAGES CERTIFICATE NUMBER:866467529 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 ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y GL0388901211 5/1/2024 5/1/2025 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $100,000 X Contractual Liab MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y Y BAP388901111 5/1/2024 5/1/2025 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ $ C UMBRELLALIAB OCCUR Y Y G74307693001 5/1/2024 5/1/2025 D LA24EXCZOGVJGIC 5/1/2024 5/1/2025 EACH OCCURRENCE $5,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ $ A WORKERS COMPENSATION Y WC388901311 5/1/2024 5/1/2025 X SPER TATUTE OTH- ER AND EMPLOYERS'LIABILITY Y/N - ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Pollution Liability-Occurrence Y Y PCADB50247850524 5/1/2024 5/1/2025 Poll Each/Agg $1,000,000 Professional-Claims Made Prof Each/Agg $2,000,000 Deductible $25,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate Holder and owner(if applicable)are additional insureds as respects general liability,automobile liability and excess liability if required in a written contract.Waiver of Subrogation applies to the general liability,auto liability,excess liability and workers compensation if required in a written contract.The general liability,automobile and umbrella is primary and certificate holder's insurance is non-contributory if required by written contract. Pollution Occurrence form Professional Liability Claims Made form;Retro Date 10/27/20 City of Santa Ana,its officers,employees,agents and representatives are additional insureds if agreed to in a written contract or permit as respects any and all projects. Includes 30 notice of cancellation to certificate holder,with an exception for 10 days non payment of premium.Umbrella/Excess policy follows form to the GL policy which is listed as an Underlying policy to the Umbrella!Excess CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PRC\ / Risk Management Division Risk M„nagementDivistan 20 Civic Center Plaza o woa,^`s 4th floor AUTHORIZED REPRESENTATIVE i! REVIEWED&APPROVED BY: Santa Ana CA 92702 al �I►.�+e AcevrcLa '®I Risk Management Specialist ©1988-2015 ACORD / ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD INSURED: Weber Water Resources CA,LLC POLICY#: GL0388901211 POLICY PERIOD: 05/01/2024 TO: 05r01r2025 0 Additional Insured — Automatic — Owners, Lessees Or Z U RI C H Contractors THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II—Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured under a written contract or written agreement executed by you, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" and subject to the following: 1. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (10/01 edition); or b. The ISO CG 20 37 (10/01 edition), such person or organization is then an additional insured with respect to such endorsement(s),but only to the extent that"bodily injury", "property damage"or"personal and advertising injury"arises out of: (1) Your ongoing operations, with respect to Paragraph 1.a. above; or (2) "Your work",with respect to Paragraph 1.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 1., insurance afforded to such additional insured: (a) Only applies if the"bodily injury","property damage"or"personal and advertising injury"offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (b) Does not apply to "bodily injury" or"property damage" caused by "your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 2. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (07/04 edition); or b. The ISO CG 20 37 (07/04 edition), such person or organization is then an additional insured with respect to such endorsement(s),but only to the extent that "bodily injury", "property damage"or"personal and advertising injury"is caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, Risk MaiisgementDtMiston 3 p, REVIEWED&APPROVED BY: 144Ate, � Risk Management Specialist , Includes copyrighted material of Insurance Services Office,Inc.,with its permission. in the performance of: (a) Your ongoing operations, with respect to Paragraph 2.a. above; or (b) "Your work" and included in the "products-completed operations hazard", with respect to Paragraph 2.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 2., insurance afforded to such additional insured: (i) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (ii) Does not apply to "bodily injury" or"property damage" caused by "your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 3. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 10 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to ongoing operations (if no form is specified), such person or organization is then an additional insured only to the extent that"bodily injury", "property damage" or"personal and advertising injury"is caused, in whole or in part by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations,which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 3., insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and (c) Only applies if the"bodily injury", "property damage"or"personal and advertising injury"offense occurs during the policy period and subsequent to your execution of the written contract or written agreement. 4. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 37 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to the "products-completed operations hazard" (if no form is specified), such person or organization is then an additional insured only to the extent that"bodily injury"or"property damage" is caused, in whole or in part by "your work" and included in the "products-completed operations hazard", which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; (3) Only applies if the "bodily injury" or "property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (4) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products-completed operations hazard" unless the written contract or w ' ` - '" -" / requires that you provide such coverage to such additional insured. Risk ManagementDivislon Non�y's REVIEWED E.APPROVED By: ses ��' A4 A41 al' '' Risk Management Specialist / Includes copyrighted material of Insurance Services Office,Inc.,with its permission ~ B. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence"which caused the"bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. C. Solely with respect to the coverage provided by this endorsement,the following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV—Commercial General Liability Conditions: The additional insured must see to it that: (1) We are notified as soon as practicable of an "occurrence"or offense that may result in a claim; (2) We receive written notice of a claim or"suit" as soon as practicable; and (3) A request for defense and indemnity of the claim or"suit"will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. Solely with respect to the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance,whether primary,excess,contingent or on any other basis,available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. Solely with respect to the insurance afforded to an additional insured under Paragraph A.3. or Paragraph A.4. of this endorsement, the following is added to Section III—Limits Of Insurance: Additional Insured—Automatic—Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional insured is the amount of insurance: itiseMtptsgemottntvisinn' 7 REVIEWED&APPROVED BY: '5I A AcQv ®' Risk Management Specialist Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 1. Required by the written contract or written agreement referenced in Section A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms, conditions, provisions and exclusions of this policy remain the same. \ / o -s Risk MwuganettDivision }. REVIEWED&APPROVED BY: ANEMEEL Risk Management Specialist Includes copyrighted material of Insurance Services Office, Inc.,with its permission INSURED: Weber Water Resources POLICY#: GL0388901211 POLICY PERIOD: 05/01/2024 TO 05/01/2025 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT, EXECUTED PRIOR TO LOSS, EXCEPT WHERE SUCH CONTRACTS OR AGREEMENTS ARE NOT PERMITTED BY LAW. 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 we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or 'your work"done under a contract with that person or organization and included in the"products- completed operations hazard".This waiver applies only to the person or organization shown in the Risk ManagnteniDtviston H Schedule above. _° oy,~cP _ REVIEWED&APPROVED BY: /44ZgAala06 Risk Management Specialist CG 24 04 05 09 ©Insurance Services Office, Inc., 2008 / �a� INSURED:Weber Water Resources CA,LLC POLICY#: BAP388901111 POLICY PERIOD: 05/01/2024 TO 05/01/2025 0 Coverage Extension Endorsement Z U RI C H Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff.Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II—Covered Autos Liability Coverage: The following are also "insureds": a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a.and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s)or organization(s)where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations,whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance—Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any"accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment—Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II — Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident"we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. Risk ManagementnirisIon i%."�, � REVIEWED&APPROVED By: ' ,t1t1Ll, A AaNa. Risk Management Specialist O-lJH-4L4-r I,VV kU4-14) Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II—Covered Autos Liability Coverage does not apply. D. Driver Safety Program Liability and Physical Damage Coverage 1. The following is added to the Racing Exclusion in Section II—Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. 2. The following is added to Paragraph 2. in the Exclusions of Section III — Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in the Exclusions of Section IV — Physical Damage Coverage of the Motor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total "loss"to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any: (1) Overdue lease or loan payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan or lease; and (5) Carry-over balances from previous leases or loans. F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However,the labor must be performed at the place of disablement. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. Hired Auto Physical Damage—Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following: Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by: RiakManagementDivislon REVIEWED&APPROVED BY: di .1 AiiLe Acevedo igiEsszEn Risk Management Specialist V-VH-4L4-r Ii VV kU4-14) Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is$100 per day, to a maximum of$3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Personal Effects Coverage a. We will pay up to$750 for"loss"to personal effects which are: (1) Personal property owned by an "insured"; and (2) In or on a covered "auto". b. Subject to Paragraph a. above, the amount to be paid for"loss"to personal effects will be based on the lesser of: (1) The reasonable cost to replace; or (2) The actual cash value. c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered "auto". No deductible applies to this coverage. However, we will not pay for "loss" to personal effects of any of the following: (1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other documents of value. (2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches, precious or semi-precious stones. (3) Paintings, statuary and other works of art. (4) Contraband or property in the course of illegal transportation or trade. (5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same "loss". J. Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph B.4.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.2.c. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section: We will pay for "loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: (a) Are the property of an "insured"; and (b) Are in a covered "auto"at the time of"loss". The most we will pay for such "loss" to tapes, records, discs or other similar devices is $500. The Physical Damage Coverage Deductible Provision does not apply to such "loss". \ / Risk ManagemenLDivision REVIEWED&APPROVED By: `,1 111 lid' 14 Aa'46 AIREMBEI Risk Management Specialist / U-l.H-4L4-r l,v v tu'+-ILi) Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. K. Airbag Coverage The Exclusion in Paragraph B.3.a. of Section III— Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.4.a. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag. L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered "auto"on a per vehicle basis: 1. If the deductible on this policy or Coverage Form is the smaller(or smallest) deductible, it will be waived; or 2. If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller(or smallest)deductible. M. Physical Damage—Comprehensive Coverage—Deductible The following is added to the Deductible Provision of the Physical Damage Coverage Section: Regardless of the number of covered "autos"damaged or stolen, the maximum deductible that will be applied to Comprehensive Coverage for all "loss"from any one cause is $5,000 or the deductible shown in the Declarations, whichever is greater. N. Temporary Substitute Autos—Physical Damage 1. The following is added to Section I—Covered Autos: Temporary Substitute Autos—Physical Damage If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered "autos"for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto"you do own but is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss"; or 5. Destruction. 2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section: Temporary Substitute Autos— Physical Damage We will pay the owner for"loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. O. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a.of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a. In the event of"accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or "loss" is known to you (if you are an individual), a partner(if you are a partnership), a mAmhar/if vn'I ara a limitari liability company) or an executive officer or insurance manager (if you are a corl.\ x;,ak Management nlvtstort REVIEWED&APPROVED By: ZEZZEBEL Risk Management Specialist U-lH-4L4-r UVV tV4-14) Page 4 of 6 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. agent, servant or employee of the "insured"to notify us of any "accident", claim, "suit" or"loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or"suit" including, but not limited to, the date and details of such claim or"suit"; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. P. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the "accident" or"loss" arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. Q. Employee Hired Autos—Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance—Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos"you own: (1) Any covered "auto"you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee"or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official's duties as respect their obligations to you. However, any "auto"that is leased, hired, rented or borrowed with a driver is not a covered "auto". R. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of"autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. S. Hired Auto—World Wide Coverage Paragraph 7a.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5) Anywhere in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, T. Bodily Injury Redefined The definition of"bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. Risk ManagetnentDivislon REVIEWED&APPROVED By: inumns Risk Management Specialist l,vv tu4-14) Page 5 of 6 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. U. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II —Covered Auto Liability Coverage is replaced by the following: Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. V. Physical Damage—Additional Temporary Transportation Expense Coverage Paragraph A.4.a.of Section III—Physical Damage Coverage is replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $50 per day to a maximum of$1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". W. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section: In the event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost of the replacement "auto", excluding tax, title, license, other fees and any aftermarket vehicle upgrades, up to a maximum of$2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement. To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas, either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by biofuel, gasoline or diesel fuel or any blend thereof is not an "auto"powered by an alternative fuel source. X. Return of Stolen Automobile The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section: If a covered "auto" is stolen and recovered, we will pay the cost of transport to return the "auto" to you. We will pay only for those covered "autos"for which you carry either Comprehensive or Specified Causes of Loss Coverage. All other terms, conditions, provisions and exclusions of this policy remain the same. o _ Risk ManagmerdDivision 1 Rt nt &APPROVED BY i�4Al�f�... A415;4 Fl ®' Risk Management Specialist vv to -I4) Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. INSURED:Weber Water Resources CA,LLC POLICY#:WC388901311 POLICY PERIOD:0 5131/2 024 TO 05/01/2025 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) 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 ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT, OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION o RiskManaganenEDivision % REVIEWED&APPROVED By: Asp Awls WC 00 03 13 Risk Management Specialist (Ed. 4-84) / 1983 National Council on Compensation Insurance. INSURED:Weber Water Resources CA,LLC POLICY#: WC388901311 POLICY PERIOD: 05/01/2024 TO: 05/01/2025 WORKERS' COMPENSATION AND EMPLOYERS'LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0.0 % of the California workers' compensation pre- mium otherwise due on such remuneration. Schedule Person or Organization Job Description ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION. RieteManagernenfDIvision o i f REVIEWED&APPROVED BY: A AuvgtO ®' Risk Management Specialist fP WC 252(4-84) f WC 04 03 06(Ed.4-84) 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 AUTOMATIC EXTENDED 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 Pe nrRis f 2. the Professional Claim is first made against you during the Policy Period or Opt �'° `s `Management Division Period, if applicable, and reported in writing by you to us during one of those of REVIEWED&APPROVED BY: /14.fiuAmu �® Risk Management Specialist 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 Person\ / of any applicable Self Insured Retention,provided that: o ,,^-,„6 �DMs[ elk REVIEWED&APPROVED BY: 3i K licaveota mconat Risk Management Spedatist 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. II. 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 coun\ counsel's reasonable and necessary fees and expenses to advise and repn a� Risk Mwwgeinenfnivisian production of documents and during the preparation for and giving of testimony, it ii REvle o&AppRorvtDBy: `l 111�I 1 c,' A tquuedo Risk Management Specialist 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\ a o�,N a Risk ManagentatteivisIon Canada under Coverage B, C, D or E of this Policy: tl ;. REVIEWED&APPROVED BY: A A Risk Management Specialist 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 In\ a oR s Risk Management Division 4. if all of your reasonable efforts to recover your Protective Loss and the ‘1, REVIEWED&APPROVE)BY: cl :' 114.p Actvao ®, Risk Management Specialist 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 VI. 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 alsn incltuips premiums for the covered portion of appeal bonds, attachment bonds or any sin\ are not obligated to apply for,secure or furnish any such bond. o '"'" RiskManag mentDivislon REviEWED&APPROVED BY:A.gu Acevedo ui MIZBEENa Risk Management Specialist 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 frnm tho narfnrmanra of Contractor Activities that is an imminent and substantial endangerment to\ / wRigelfare, or the environment,where the absence of such emergency action being t a `� 1OR ' z REVIEWED&APPROVED BY: further harm to third parties or the environment is imminent. a 114.1 164414 Risk Management Specialist 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 l made and whose assets, partners, principals, or shareholders were acquirec a"°(---) Risk Management Division and for which the Named Insured is required to provide liability insurance u REInEWED&APPROVED Bv: l 1 ��Ace . Risk Management Specialist 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; \ ,,,�-s€o Risk MsutagerttmtDtvisk n 2. Infringement of trade secrets, domain name, title or slogan, or the dilution or i o� REVIEWED&APPROVIDBY: Risk Management Specialist 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: a 9 c RiskManagemeitDiviaion \ REVIEWED&APPROVED BY: , 4� Risk Management Specialist t, 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 plar\ services to support Leadership in Energy and Environmental Design (LEED) Risie Managementpivisipt Or ?'( REVIEWEDAA&APPROVED By: q�i tlos t7' filet Risk Management Specialist 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"K"n1F •^^�'^•^^ Professional Services or Contractor Activities. xiekManegatnattD[vlstnrt ���` APPROVED � REVIEWED& NN.Restoration Costs means the reasonable and necessary costs incurred by yt gTuilll:l • flsiZz Acevedo Risk Management Specialist 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. OO.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 th, * the absence of such contract, agreement, warranty or guarantee. This E; - 1ZeknagenattDivi9tort contractual obligation to make payments to others, including subcontractors, , "�"` REVIEWED&APPRCNED BY: employees, or for materials. Solely for purposes of Coverage C,this Exclusion sl vi ,�� A Actado i=1521M13, Risk Management Specialist 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 (\ limited to social security numbers, phone numbers, family names, family hist Risk ManagemattDiviston information. .4' � c. REVIEWED&APPROVED BY: ai A Amid. um=' Risk Management Specialist i 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 for that 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: ` J o µoR„ p Ride ManageanentDivision A. a single Each Claim or First Party Claim Limit of Liability; and REVIEWED&APPROVED BY: mum Risk Management Specialist 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 of coverage 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 o �r Risk Management Division A. Reporting a Claim or First Party Claim !; c. REVIEWED&APPROVrDBY: ��� �� Risk Management Specialist 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 c\ J prior to the Claim, against any of the following that is not a Responsible Entity: yt aoR_ Risk MsutagementDivision or other affiliates,and your client's designees;and your co-participants in an entity / ?. REVIEWED&APPROVED By: ala . Risk Management Specialist 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 Extend.rt Rannrtinn Parinrt the Policy Period, the Automatic Extended Reporting Period, and any Optic\ Period will end on that date. If we cancel for the reason specified in Subpar. o��'°= �tMII1gente"' `O" no return premium. If we cancel for reasons stated in Subparagraphs (b) or REVIEWED&APPROVED BY: ® Risk Management Specialist Policy Form: PERFORM-10002(11-20) / .S 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 extE\ o� <g Risk Management Division N. Choice of Law ' � REVIEWED&APPROVED BY: lRt1AII P�a,'; A &mak 15E Pam', 4-� Risk Management Specialist 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. / o,,os,..s Risk Management Mikan % REVIEWED&APPROVED BY: tlli1Ili, A A ®' Risk Management Specialist Policy Form: PERFORM-10002(11-20) / UMBRELLA POLICY NUMBER: CUP-2T527040-22-NF ISSUE DATE: 05/13/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE Employee Benefits Liability Limits Of Liability Carrier ZURICH AMERICAN INSURANCE Each Employee $1,000,000 COMPANY Aggregate $1,000,000 Policy Number GLO388901209 Policy Period From: 05/01/2022 to: 05/01/2023 Employers Liability Limits Of Liability CarrlerZURICH AMERICAN INSURANCE Bodily Injury By Accident $1,000,000* COMPANY Each Accident Policy NumberwC388901309 Bodily Injury By Disease $1,000,000* Policy Limit Policy Period From: 05/01/2022 Bodily Injury By Disease $1,000,000* Each Employee to: 05/01/2023 *UNLIMITED IN THE STATE OF NEW YORK FOR SUBJECT EMPLOYEES Automobile Liability Limits Of Liability CarrlerZURICH AMERICAN INSURANCE Bodily Injury And Property $1,000,000 COMPANY Damage Combined Single Limit Policy Number BAP388901109 Policy Period From: 05/01/2022 to: 05/01/2023 Risk ManagernentDivision REVIEWED&APPROVED BY: A Acv I PRODUCER:LOVITT & TOUCHE-MMA OFFICE:SP-DENVER 06S ®' R isk Management Specialist EU 00 03 08 18 ©2018 The Travelers Indemnity Company.All rights reserved. UMBRELLA POLICY NUMBER: CUP-2T527040-22-NF ISSUE DATE: 05/13/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE Commercial General Liability Limits Of Liability Carrier ZURICH AMERICAN INSURANCE General Aggregate $2,000,000 COMPANY Products-Completed $2,000,000 Policy Number GL0388901209 Operations Aggregate Policy Period Personal and Advertising Injury $1,000,000 From: 05/01/2022 to: 05/01/2023 Each Occurrence $1,000,000 Limits Of Liability Carrier Policy Number Policy Period From: to: Limits Of Liability Carrier Policy Number Policy Period From: to: \ / , Risk MaesgemadDivislan ol.A : REVIEWED&APPROVED B' i R.+ia Eticev44 man= PRODUCER:LOVITT & TOUCHE-MMA OFFICE:SP-DENVER 06S Risk Management Specialist EU 00 03 08 18 ©2018 The Travelers Indemnity Company.All rights reserved. / TRAVELERS J One Tower Square, Hartford, Connecticut 06183 POLICY DECLARATIONS POLICY NO.: ZUP-15R73917-21-NF EXCESS FOLLOW—FORM AND UMBRELLA ISSUE DATE: 05/11/21 LIABILITY INSURANCE POLICY INSURING COMPANY: TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA 1. NAMED INSURED AND MAILING ADDRESS: WEBER WATER RESOURCES, LLC 7931 EAST PECOS ROAD, BLDG 2 STE 134 GILBERT AZ 85212 2. POLICY PERIOD: From 05/01/2021 to 05/01/2022 12:01 A.M. Standard Time at your mailing address. 3. LIMITS OF INSURANCE: COVERAGES LIMITS OF LIABILITY AGGREGATE LIMITS OF LIABILITY $10,000,000 General Aggregate $10,000,000 Products—Completed Operations Aggregate EXCESS FOLLOW—FORM AND UMBRELLA LIABILITY $10,000,000 Occurrence Limit CRISIS MANAGEMENT SERVICE EXPENSES $100,000 all Crisis Management Events 4. SELF INSURED RETENTION: $0 any one occurrence or event 5. PREMIUM: ® Flat Charge Adjustable (See Premium Schedule) 6. TAXES AND SURCHARGES: $ 7. On the effective date shown in Item 2., the Excess Follow-Form And Umbrella Liability Insurance Policy numbered above includes this Declarations Page and any forms and endorsements shown on the Listing Of Forms, Endorsements And Schedule Numbers. 8. If the Schedule Of Underlying Insurance includes any coverage provided on a claims- made basis, then the following disclaimer applies. COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. 9. If the Schedule Of Underlying Insurance includes any coverage which includes defense expenses within the limits of liability, then the following disclaimer applies: DEFENSE EXPENSES ARE PAYABLE WITHIN, AND ARE NOT IN ADDITION TO, THE LIMITS OF INSURANCE WITH RESPECT TO SOME OR ALL OF THE COVERAGES PROVIDED. NAME AND ADDRESS OF AGENT OR BROKER: COUNTERSIGNED BY: LOVITT & TOUCHEINGTON-ST ! fr 1050 WASHINGTON ST W STE 233 Autnor.zed Representatne TEMPE AZ 85281 Date: Received by L&T May 2:\ Risk ManagenunitDivision REVIEWED&APPROVED BY: OFFICE: PHOENIX, AZ , 114.fef)cuw' °® RBI(Management Specialist EU 00 02 09 20 © 2020 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 UMBRELLA POLICY NUMBER: ZUP-15R73917-21-NF ISSUE DATE: 05/11/21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE Commercial General Liability Limits Of Liability Carrier: ZURICH AMERICAN INSURANCE General Aggregate $2,000,000 COMPANY Policy AS PER SCHEDULE ON FILE WITH Products-Completed $2,000,000 Number: THE COMPANY Operations Aggregate Personal and Advertising Injury $1,000,000 Policy Period From: 05/01/2021 Each Occurrence $1,000,000 to: 05/01/2022 Automobile Liability Limits Of Liability Carrier: ZURICH AMERICAN INSURANCE COMPANY Bodily Injury And Property Damage Combined Single Limit $1,000,000 Policy AS PER SCHEDULE ON FILE WITH Bodily Injury Each Number: THE COMPANY Person Bodily Injury Each $ Policy Period Accident From: 05/01/2021 to: 05/01/2022 Property Damage Each $ Accident Employers Liability Limits Of Liability Carrier ZURICH AMERICAN INSURANCE Bodily Injury By Accident COMPANY Each Accident $1,000,000* Policy AS PER SCHEDULE ON FILE WITH Number: THE COMPANY Bodily Injury By Disease Policy Limit $1,000,000* Policy Period Each Employee $1,000,000* From: 05/01/2021 to: 05/01/2022 *UNLIMITED IN THE STATE OF NEW YORK FOR SUBJECT EMPLOYEES e s Risk MRnagelrtatEDiviafon fi%� \�� REVIEWED&APPROVED BY: / y PRODUCER: LOVITT & TOUCHE-MMA OFFICE PHOENI2 ®' Risk Management Specialist EU 00 03 08 18 © 2018 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 UMBRELLA POLICY NUMBER: ZUP-15R73917-21-NF ISSUE DATE: 05/11/21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE - CONTINUED This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE Type Of Coverage: EMPLOYEE BENEFITS LIABILITY Limits Of Liability $1,000,000 EACH CLAIM Carrier: ZURICH AMERICAN INSURANCE COMPANY $1,000,000 AGGREGATE Policy AS PER SCHEDULE ON FILE WITH THE Number: COMPANY Policy Period From: 05/01/2021 to: 05/01/2022 Type Of Coverage: Limits Of Liability Carrier: Policy Number: Policy Period From: to: Type Of Coverage: Limits Of Liability Carrier Policy Number: Policy Period From: to: 0 P Risk Management Division .erREVIEWED&APPROVED BY: A,,,�.x Aceva4 i.®� Risk Management Specialist PRODUCER: LOVITT & TOUCHE-MMA OFFICE: PHOEND� EU 00 04 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 75/2/2025 E(MMIDDIYYYY) �® CERTIFICATE OF LIABILITY INSURANCE 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 NAME: Michelle Dickason Lovitt&Touche A Marsh and McLennan Agency, LLC PHONE FAX 8605 E. Raintree Drive, Suite 200 HONE No Ext: 602-956-2250 A/C No: Scottsdale AZ 85260 ADODRESS: Michelle.Dickason@MarshMMA.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Berkley Assurance Company 39462 INSURED WEBER-7 INSURERB: Navigators Specialty Insurance Company 36056 Weber Water Resources CA, LLC 1785 Container Circle INSURER C:Arch Insurance Company 11150 Jurupa Valley CA 92509 INSURERD: SiriusPoint Specialty Insurance Corp. 16820 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:256485735 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDD/YYYY MMIDD/YYYY C X COMMERCIAL GENERAL LIABILITY Y Y ZAGLB1058000 5/1/2025 5/1/2026 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY jECT RO- LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ C AUTOMOBILE LIABILITY Y Y ZACAT9342500 5/1/2025 5/1/2026 COMBINED SINGLE LIMIT $2,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident D UMBRELLA LAB X OCCUR Y Y IPSEX00000014 5/1/2025 5/1/2026 EACH OCCURRENCE $5,000,000 B LA25EXCZOGVJGIC 5/1/2025 5/1/2026 X EXCESS LAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ $ C WORKERS COMPENSATION Y ZAWCI1078000 5/1/2025 5/1/2026 X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE NIA E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Pollution Liability-Occurrence Y Y PCADB50277730525 5/1/2025 5/1/2026 Poll Each/Agg $2,000,000 Professional-Claims Made Prof Each/Agg $2,000,000 Deductible $25,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Certificate Holder and owner(if applicable)are additional insureds as respects general liability,automobile liability and excess liability if required in a written contract.Waiver of Subrogation applies to the general liability,auto liability,excess liability and workers compensation if required in a written contract.The general liability,automobile and umbrella is primary and certificate holder's insurance is non-contributory if required by written contract. Pollution Occurrence form Professional Liability Claims Made form; Retro Date 10/27/20 City of Santa Ana, its officers,employees,agents and representatives are additional insureds if agreed to in a written contract or permit as respects any and all projects. Includes 30 notice of cancellation to certificate holder,with an exception for 10 days non payment of premium. Umbrella/Excess policy follows form to the GL policy which is listed as an Underlying policy to the Umbrella/Excess CERTIFICATE HOLDER CANCELLATION APPROVED By Tu Tran Nguyen at 8:01 am,May 05,2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Heidi Chou (M-85) TU Tran D7g1a1ysignedby 215 S. Center St. Tu Tran Nguyen AUTHORIZED REPRESENTATIVE Santa Ana CA 92703 Nguyen 8o;4zo OQ' ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 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) Locations Of Covered Operations A11 parties where required by written agreement that require this edition date . Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is additional insured will not be amended to include as an additional broader than that which you are insured the person(s) or organization(s) required by the contract or shown in the Schedule, but only with agreement to provide for such respect to liability for "bodily injury", additional insured. "property damage" or "personal and advertising injury" caused, in whole or in B. With respect to the insurance afforded to part, by: these additional insureds, the following additional exclusions apply: 1. Your acts or omissions; or This insurance does not apply to "bodily 2. The acts or omissions of those injury" or "property damage" occurring acting on your behalf; after: in the performance of your ongoing 1. All work, including materials, parts operations for the additional insured(s) at or equipment furnished in the location(s)designated above. connection with such work, on the project (other than service, However: maintenance or repairs) to be performed by or on behalf of the 1. The insurance afforded to such additional insured(s) at the location additional insured only applies to of the covered operations has been the extent permitted by law; and completed; or 2. If coverage provided to the 2. That portion of "your work" out of additional insured is required by a which the injury or damage arises contract or agreement, the has been put to its intended use by insurance afforded to such any person or organization other CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 than another contractor or 1. Required by the contract or subcontractor engaged in agreement; or performing operations for a principal as a part of the same 2. Available under the applicable project. Limits of Insurance shown in the Declarations; C. With respect to the insurance afforded to these additional insureds, the following is whichever is less. added to Section III — Limits Of Insurance: This endorsement shall not increase the applicable Limits of Insurance shown in If coverage provided to the additional the Declarations. insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: All other terms and conditions of this Policy remain unchanged. Endorsement Number: This endorsement is effective on the inception date of this policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: III LBlosso00 Named Insured: Weber Water Resources CA,LLC Endorsement Effective Date: 05/01/2025 CG 20 10 04 13 ©Insurance Services Office, Inc., 2012 Page 2 of 2 POLICY NUMBER: ZAGLB1058000 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 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 All parties where required by written contract or written agreement that require this edition date . 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 1. Required by the contract or agreement; or hazard". 2. Available under the applicable Limits of However: Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the applicable by law; and Limits of Insurance shown in the Declarations. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: ZAGLB1058000 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 All parties where required by written contract or written agreement that require this edition date . Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule, but only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s)at the location(s)designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to"bodily injury"or"property damage"occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed; or 2.That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. ©Insurance Services Office, Inc. ©Insurance Services Office, Inc. POLICY NUMBER: zncLBloss000 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 All parties where required by written contract or written agreement that require this edition date . Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule, but only with respect to liability for"bodily injury" or"property damage" caused, in whole or in part, by"your work"at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the"products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. ©Insurance Services Office, Inc. Olnsurance Services Office, Inc:. COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 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: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization where waiver of our right to recover is permitted by law and is required by written contract provided such contract was executed prior to the loss . Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer for injury or damage arising out of your ongoing Of Rights Of Recovery Against Others To Us operations or "your work" done under a contract of Section IV—Conditions: with that person or organization and included in the "products-completed operations We waive any right of recovery we may have hazard". This waiver applies only to the person against the person or organization shown in the or organization shown in the Schedule above. Schedule above because of payments we make All other terms and conditions of this policy remain unchanged. Endorsement Number: This endorsement is effective on the inception date of this policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: ZACLBI058000 Named Insured: 11 r Water Resources CA,LLC Endorsement Effective Date: 05/01/2025 CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 POLICY NUMBER: IICAT9342500 COMMERCIAL AUTO CA04441013 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: 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. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s) Of Person(s)Or Organization(s): Any person or organization where waiver of our right to recover is permitted by law and is required by written contract provided such contract was executed prior to the loss . Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s)or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the"accident" or the 'loss" under a contract with that person or organization. ©Insurance Services Office, Inc. :Insurance Services Office, Inc. INSURED: Weber Water Resources CA, LLC POLICY#: ZACAT9342500 POLICY PERIOD: 05/01/2025 TO: 05/01/2026 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 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) 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 Any person or organization where waiver of our right to recover is permitted by law and is required by written contract provided such contract was executed prior to date of loss . This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Weber Water Resources CA,LLC ZAWC11078000 Premium $ Insurance Company Countersigned by WC 00 03 13 (Ed. 4-84) ©1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers'compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Any person or organization where waiver of our right to recover is permitted by law and is required by written contract provided such contract was executed prior to date of loss Notes: 1. This endorsement may be used to waive the company's right of subrogation against named third parties who may be responsible for an injury. 2. The sentence in ( ) is optional with the company. It limits the endorsement to apply only to specific jobs of the insured, and only to the extent that the insured is required to obtain this waiver. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 05/01/2025 Policy No. ZAWC11078000 Endorsement No. Insured Weber Water Resources CA,LLC Insurance Company Countersigned By ©Workers'Compensation Insurance Rating Bureau of California. 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 AUTOMATIC EXTENDED 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. II. 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 VI. 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. OO.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 5.13. 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 for that 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. Vill. 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 of coverage 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. XI. 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) UMBRELLA POLICY NUMBER: CUP-2T527040-22-NF ISSUE DATE: 05/13/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE Employee Benefits Liability Limits Of Liability Carrier ZURICH AMERICAN INSURANCE Each Employee $1,000,000 COMPANY Aggregate $1,000,000 Policy Number GL0388901209 Policy Period From: 05/01/2022 to: 05/01/2023 Employers Liability Limits Of Liability CarrierZURICH AMERICAN INSURANCE Bodily Injury By Accident $1,000,000* COMPANY Each Accident Policy NumberWC388901309 Bodily Injury By Disease $1,000,000* Policy Limit Policy Period From: 05/01/2022 Bodily Injury By Disease $1,000,000* to: 05/01/2023 Each Employee *UNLIMITED IN THE STATE OF NEW YORK FOR SUBJECT EMPLOYEES Automobile Liability Limits Of Liability CarrierZURICH AMERICAN INSURANCE Bodily Injury And Property $1,000,000 COMPANY Damage Combined Single Limit Policy Number BAP388901109 Policy Period From: 05/01/2022 to: 05/01/2023 PRODUCER:LOVITT & TOUCHE-MMA OFFICE:SP-DENVER 06S EU 00 03 08 18 ©2018 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 UMBRELLA POLICY NUMBER: CUP-2T527040-22-NF ISSUE DATE: 05/13/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE Commercial General Liability Limits Of Liability Carrier ZURICH AMERICAN INSURANCE General Aggregate $2,000,000 COMPANY Products-Completed $2,000,000 Policy Number GL0388901209 Operations Aggregate Policy Period Personal and Advertising Injury $1,000,000 From: 05/01/2022 to: 05/01/2023 Each Occurrence $1,000,000 Limits Of Liability Carrier Policy Number Policy Period From: to: Limits Of Liability Carrier Policy Number Policy Period From: to: PRODUCER:LOVITT & TOUCHE-MMA OFFICE:SP-DENVER 06S EU 00 03 08 18 ©2018 The Travelers Indemnity Company.All rights reserved. Page 2 of 2 TRAVELERS J� One Tower Square, Hartford, Connecticut 06183 POLICY DECLARATIONS POLICY NO.: ZUP-15R73917-21-NF EXCESS FOLLOW-FORM AND UMBRELLA ISSUE DATE: 05/11/21 LIABILITY INSURANCE POLICY INSURING COMPANY: TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA 1. NAMED INSURED AND MAILING ADDRESS: WEBER WATER RESOURCES, LLC 7931 EAST PECOS ROAD, BLDG 2 STE 134 GILBERT AZ 85212 2. POLICY PERIOD: From 05/01/2021 to 05/01/2022 12:01 A.M. Standard Time at your mailing address. 3. LIMITS OF INSURANCE: COVERAGES LIMITS OF LIABILITY AGGREGATE LIMITS OF LIABILITY $10,000,000 General Aggregate $10,000,000 Products-Completed Operations Aggregate EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY $10,000,000 Occurrence Limit CRISIS MANAGEMENT SERVICE EXPENSES $100,000 all Crisis Management Events 4. SELF INSURED RETENTION: $0 any one occurrence or event 5. PREMIUM: ® Flat Charge ❑ Adjustable (See Premium Schedule) 6. TAXES AND SURCHARGES: $ 7. On the effective date shown in Item 2., the Excess Follow-Form And Umbrella Liability Insurance Policy numbered above includes this Declarations Page and any forms and endorsements shown on the Listing Of Forms, Endorsements And Schedule Numbers. 8. If the Schedule Of Underlying Insurance includes any coverage provided on a claims- made basis, then the following disclaimer applies. COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. 9. If the Schedule Of Underlying Insurance includes any coverage which includes defense expenses within the limits of liability, then the following disclaimer applies: DEFENSE EXPENSES ARE PAYABLE WITHIN, AND ARE NOT IN ADDITION TO, THE LIMITS OF INSURANCE WITH RESPECT TO SOME OR ALL OF THE COVERAGES PROVIDED. NAME AND ADDRESS OF AGENT OR BROKER: COUNTERSIGNED BY: LOVITT & TOUCHE—MMA 1050 WASHINGTON ST W STE 233 Autnor.zed Representat - TEMPE AZ 85281 Date: Received by L&T May 25, 2021 OFFICE: PHOENIX, AZ EU 00 02 09 20 0 2020 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 UMBRELLA POLICY NUMBER: ZUP-15R73917-21-NF ISSUE DATE: 05/11/21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE Commercial General Liability Limits Of Liability Carrier: ZURICH AMERICAN INSURANCE General Aggregate $2,000,000 COMPANY Policy AS PER SCHEDULE ON FILE WITH Products-Completed $2,000,000 Number: THE COMPANY Operations Aggregate Personal and Advertising Injury $1,000,000 Policy Period From: 05/01/2021 Each Occurrence $1,000,000 to: 05/01/2022 Automobile Liability Limits Of Liability Carrier: ZURICH AMERICAN INSURANCE COMPANY Bodily Injury And Property Damage Combined Single Limit $1,000,000 Policy AS PER SCHEDULE ON FILE WITH Bodily Injury Each $ Number: THE COMPANY Person Bodily Injury Each $ Policy Period Accident From: 05/01/2021 to: 05/01/2022 Property Damage Each $ Accident Employers Liability Limits Of Liability Carrier ZURICH AMERICAN INSURANCE Bodily Injury By Accident COMPANY Each Accident $1,000,000-", Policy AS PER SCHEDULE ON FILE WITH Number: THE COMPANY Bodily Injury By Disease Policy Limit $1,000,000* Policy Period Each Employee $1,000,000* From: 05/01/2021 to: 05/01/2022 *UNLIMITED IN THE STATE OF NEW YORK FOR SUBJECT EMPLOYEES PRODUCER: LOVITT & TOUCHE-MMA OFFICE: PHOENIX, AZ EU 00 03 08 18 0 2018 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 UMBRELLA POLICY NUMBER: ZUP-15R73917-21-NF ISSUE DATE: 05/11/21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE - CONTINUED This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE Type Of Coverage: EMPLOYEE BENEFITS LIABILITY Limits Of Liability $1,000,000 EACH CLAIM Carrier: ZURICH AMERICAN INSURANCE COMPANY $1,000,000 AGGREGATE Policy AS PER SCHEDULE ON FILE WITH THE Number: COMPANY Policy Period From: 05/01/2021 to: 05/01/2022 Type Of Coverage: Limits Of Liability Carrier: Policy Number: Policy Period From: to: Type Of Coverage: Limits Of Liability Carrier Policy Number: Policy Period From: to: PRODUCER: LOVITT & TOUCHE-MMA OFFICE: PHOENIX, AZ EU 00 04 07 16 0 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1