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HomeMy WebLinkAboutLetter of Transmittal ACACTIVE CONSTRUCTION INC Letter of Transmittal To: City of Bremerton—Engineering Date: May 19, 2021 Job No: 21-013 345 6th Street Suite 100 Re: Oyster Bay Beach Sewer Upgrades 520 Bremerton, WA 98337 City Project No. 5827 FedEx Trk# 773769089814 We are sending you: 0 Attached El Under a separate cvr via the following items: ❑ Shop Drawings ❑ Submittals El Plans&Specifications ❑ Samples ❑ Subcontract ❑ Copy of Letter ❑ Change Order ❑ Pay Estimate ® Contract,Bonds,Compliance Copies Date No. Description (3) Or' al, single-wet contracts (3) Original, single-wet payment and performance bonds (1) Retainage bond (1) Certificate of Insurance (1) , Completed IRS Form W-9 (1) Washington State Contractor's License (1) Joint Consent in Lieu of Annual Meeting(signature authority) THESE ARE TRANSMITTED AS CHECKED BELOW: ❑ For approval 0 Approved as submitted 0 Resubmit copies for approval. El For your use 0 Approved as noted ❑ Submit copies for distribution ❑As requested ❑ Returned for corrections ❑ Return corrected prints. ❑ For review and signature 0 Return 1 signed original(s) ❑ Release for signature and return ❑ For Bids Due ❑ Prints returned after loan to us REMARKS: Thank you, Amanda G.Sampson Contract Manager Copies to: File Active Construction,Inc. Office: (253)248-1426 Mobile: (253)961-6384 Fax: (253)248-1092 PO BOX 430 PUYALLUP WA 98371 PHONE(253)248-1091 FAX(253)248-1092 AC!is an Equal Employment Opportunity Employer ACTIVE Aci- CONSTRUCTION INC. May 19,2021 City of Bremerton Bill Davis,P.E. 345 6th Street Suite 520 Bremerton,WA 98337 Re: EEO Officer City Project No.5827,Oyster Bay Beach Sewer Upgrades Dear Mr.Bill Davis, The purpose of this letter is to provide the City of Bremerton with the following contact information for Active Construction Inc.'s EEO officer: Lia Davis,EEO Officer Office: (253)-248-1402 Email: liad@activconstruction.com Should you have any questions feel free to contact me anytime at the number listed below. Sincerely, Active Construction, Inc. Amanda G. Sampson Contract Manager amandas@activeconstruction.com Mobile:(253)248-1426 Office: (253)248-1092 Enclosure:None PO BOX 430 PUYALLUP,WA 98371 PHONE(253)248-1091 FAX(253)248-1092 www.activeconstruction.com K'/t3 on "/gut(Grp/o menl Opportunity/;mployer" CONTRACT (Page 1 of 3) THIS AGREEMENT is dated the day of_ — _ in the year 2021 by and between City of Bremerton(hereinafter called CITY)and ACTIVE CONSTRUCTION,INC. (hereinafter called CONTRACTOR). CITY and CONTRACTOR,in consideration of the mutual covenants hereinafter set forth,agree as follows: ARTICLE 1. WORK. CONTRACTOR shall complete the WORK as specified or indicated in the CITY's Contract Documents entitled Oyster Bay Beach Sewer Upgrades. ARTICLE 2. CONTRACT TIMES. The WORK shall obtain Substantial Completion for specific project milestones in accordance with the dates set forth in the following schedule Time is of the essence as to each and every deadline set forth in this agreement. This provision has been specifically negotiated. 1 Milestone Substantial or Contractual Liquidated Damages Completion Date Completion of final paving September 3,2021 $1,500 along Kitsap Way Phase 1 Substantial December 15,2021 1 $1,500 Completion 1 Phase 2 Substantial September 30,2022 $1,500 I Completion ARTICLE 3. LIQUIDATED DAMAGES. CITY and the CONTRACTOR recognize that time is of the essence for this Agreement and that the CITY will suffer financial loss if the WORK is not completed within the time specified in Article 2 herein, plus any extensions thereof allowed in accordance with Section 1-08.8 of the Standard Specifications which may be modified by the Special Provisions. They also recognize the delays,expense,and difficulties involved in proving in a legal proceeding the actual loss suffered by the CITY if the WORK is not completed on time. Accordingly,instead of requiring any such proof,the CONTRACTOR shall pay the CITY liquidated damages as shown in the table in Article 2. Liquidated damages will begin to accrue on the calendar day immediately following the Substantial or Contractual Completion Date. ARTICLE 4. CONTRACT PRICE. CITY shall pay CONTRACTOR for completion of the WORK in accordance with the Contract Documents in the amount set forth in the Bid Proposal,which shall include sales tax as provided in Section 1-07.2(2)of the Special Provisions. Contractor Initials City u%Rrenrertrm Warr 202! Oyster Boy Beach Sewer Upgrades t r. CONTRACT (Page 2 of 3) ARTICLE 5. PAYMENT PROCEDURES. CONTRACTOR shall submit Applications for Payment in accordance with Section 1-09.9 of the Standard Specifications which may be modified by the Special Provisions. Applications for Payment will be processed by ENGINEER as provided in the Special Provisions ARTICLE 6. CONTRACT DOCUMENTS. The Contract Documents which comprise the entire agreement between CITY and CONTRACTOR concerning the WORK consist of this Contract and the following which are either attached or incorporated herein by reference: - Notice Inviting Bids, - Bidders Checklist, - Bid Proposal including the Proposal Forms,Information Required of Bidder,Bid Bond,and all required certificates and affidavits, - Performance Bond, - Payment Bond, - Standard Specifications, - Appendices, - Special Provisions, - CSI Technical Specifications, - Contract Plans, - Addenda numbers 1 to 2 .inclusive. - Change Orders which may be delivered or issued after Effective Date of the Agreement and are not attached hereto. There are no Contract Documents other than those listed in this Article 6. The Contract Documents may only be amended by Change Order as provided in Section 1-04.4 of the Standard Specifications which may be modified by the Special Provisions. ARTICLE 7. INDEMNIFICATION. The CONTRACTOR and CITY acknowledge and agree that they have negotiated the following in accordance with the requirements of RCW 4.24,115 and the CONTRACTOR specifically waives his immunity under industrial insurance under Title 51 RCW. To the fullest extent permitted by Laws and Regulations,the CONTRACTOR shall indemnify,defend,and hold harmless the CITY,ENGINEER, their consultants,sub consultants,and the officers,directors,employees,and agents of each and any of them,against and from any and all claims,injuries,damages,losses or suits,including all legal costs and attorney fees,all claims and liability arising under,by reason of,related,or incidental to the Contract Documents or any performance of the WORK,but not from the sole negligence or willful misconduct of the CITY and/or the ENGINEER as further defined in the Contract Documents. The provisions of this section shall survive the termination of the contract. V/ Contractor Initial City of Bremerton Marelt 202I Oyster Ray Reach Sewer Upgrades CI,2 CONTRACT (Page 3 of 3) ARTICLE 8. ASSIGNMENT No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to he bound;and specifically but without limitation monies that may become due and monies that arc due may not be assigned without such consent(except to the extent that the effect of this restriction may be limited by law),and unless specifically stated to the contrary in any written consent to an assignment,no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. The CITY,in its sole discretion,may refuse to allow the CONTRACTOR to assign any or all of its duties,rights and/or responsibilities under the Agreement,except with regards to an assignment of funds for security purposes. In the case of an assignment for security purposes the CITY may condition its approval to the extent it deems necessary to assure that there will be adequate funds to complete the WORK and to pay a subcontractors and suppliers. CITY and CONTRACTOR each binds itself,its partners,successors,assigns and legal representatives to the other party hereto,its partners,successors,assigns and legal representatives in respect of all covenants,agreements and obligations contained in the Contract Documents. Third-Party Beneficiary; All parties agree that the State of Washington shall be,and is hereby,named as an express third-party beneficiary of this contract,with full rights as such. IN WITNESS WHEREOF,CITY and CONTRACTOR have caused this Agreement to be executed the day and year first above written. CITY: City of Bremerton CONTRACTOR Active Construction,Inc. (Signature) (Signature) By Greg Wheeler,Mayor By David Ceccanti, President (Printed name) (Printed name) [CORPORATE SEAL] Attest . _ Attest Amanda G. ampson,Witness Address for giving notices Address for giving notices P.O. Box 430 Puyallup,WA 98371 License No. AC-TI-VCI-164-JL Approved as to Form: Agent for service of process: (Signature) City Attorney (Title) City of Bremerton March 2021 Oyster Bay Beach Sewer Upgrades CF-3 CONTRACT CERTIFICATE (if Corporation) STATE OF Washington ) ) SS: COUNTY OF Pierce I HEREBY CERTIFY that a meeting of the Board of Directors of tivixxx Active Construction,Inc. a corporation existing under the laws of the State of Washington ,held on August 23,2019 , the following resolution was duly passed and adopted: "RESOLVED,that David Ceccanti ,as President of the Corporation,be and is hereby authorized to execute the CONTRACT dated ,2021,by and between this Corporation and City of Bremerton and that his/her execution thereof,attested by the Secretary of the Corporation,and with the Corporate Seal affixed,shall be the official act and deed of this Corporation." [further certify that said resolution is now in full force and effect. IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official seal of the corporation this 19th ,day of May ,2021. 6.?041414444-44)P /�M..-�/' AAm�uu--++ Secretary Rosemarie Garms, (SEAL) City of Bremerton March 20 t Oyster Bay Beach Sewer Upgrades C1:.5 PERFORMANCE BOND (Page 1 of 2) Bond No.023217310 KNOW ALL MEN BY THESE PRESENTS, That Active Construction, Inc. as CONTRACTOR, and Liberty Mutual Insurance Company as Surety, are held and firmly bound unto City of Bremerton hereinafter called"OWNER,"in the sum of Six Million Two Hundred Thirty-Seven Thousand Two Hundred Thirty-Seven and Nol100ths($6,237,237.00) dollars, for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, executors, administrators,successors,and assigns,jointly and severally,firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH, that said CONTRACTOR has been awarded and is about to enter into the annexed Agreement with said OWNER to perform the WORK as specified or indicated in the Contract Documents entitled"City of Bremerton,Department of Public Works and Utilities,Bremerton,Washington,Oyster Bay Beach Sewer Upgrades";now,therefore, In the event CONTRACTOR fails to timely or properly perform any of the requirements of the Contract Documents at the times and in the manner contained therein,the Surety shall be liable under this bond up to the amount of the bond for the full amount of the OWNERS's expenses to construct or repair all work as well as all loss, cost, expense or damage suffered by the OWNER in excess of the Contract amount due to the CONTRACTOR'S failure to comply with any contract or permit conditions or other applicable laws and regulations. The Surety agrees that within 30 calendar days of receiving notice that the OWNER has declared a CONTRACTOR default and formally terminated the CONTRACTOR'S right to complete the Contract pursuant to its terms and conditions and that the CONTRACTOR has defaulted on all or part of the terms guaranteed by this bond,the Surety shall either: 1. Notify the OWNER in writing of its intent to cure the default itself within a reasonable period of time acceptable to the OWNER. The OWNER agrees to pay the balance of the Contract price to the Surety in accordance with the terms of the Contract,or 2. Tender to the OWNER the demanded sum, up to the amount of the bond. However,if the amount necessary for the OWNER to cure the default is less than the amount tendered,the OWNER will return,without interest,any overpayment to the Surety. PROVIDED,that any alterations in the WORK to be done or the materials to be furnished,or changes in the time of completion,which may be made pursuant to the terms of said Contract Documents, shall not in any way release said CONTRACTOR or said Surety hereunder,nor shall any extensions of time granted under the provisions of said Contract Documents, release either said CONTRACTOR or said Surety,and notice of such alterations or extensions of the Agreement is hereby waived by said Surety. City of Bremerton March 2021 Oyster Bay Beach Sewer Upgrades CF-9 PERFORMANCE BOND (Page 2 of 2) The obligation of the Surety shall include reimbursing the City for all costs and expenses, (including, but not limited to fees and charges of engineers, architects, attorneys, and other professionals, and court costs if litigation is commenced)incurred by the OWNER in enforcing the provisions of this Bond. The CONTRACTOR hereby agrees that the CONTRACTOR'S obligation to perform the required work is not limited to the amount of funds held by the Surety.This bond is irrevocable and cannot be canceled by the Surety or the CONTRACTOR. This bond shall remain in full force and effect for a period of one(1)year following final acceptance of the project by the City,and until the bond is released in writing by the OWNER at the written request of the Surety or CONTRACTOR. IN WITNESS WHEREOF, we have hereunder set our hands and seals this 12th day of May ,2021. Active Construction, Inc. (SEAL) Libe Mutual Insurance Company (SEAL) (CONTRACTOR) (S By: -^'' —�• r By. X „ `yr (Signature and SEAL) [Avid teccanin ignatu an. AL)Carley Espiritu, Presiaen} Attorney-in-Fact (SEAL AND NOTARIAL ACKNOWLEDGEMENT OF SURETY) Address of Surety to which all notices shall be sent: Liberty Mutual Insurance Company 1001 4th Avenue,Suite 3700 Seattle,WA 98154 Address of Surety for service of process: Lib Mosual_Insurance GQmpany (must be a physical address) 1001 4th Avenue.Suite 3700 Seattle.WA 98154 City of Bremerton March 2021 Oyster Bay Beach Sewer Upgrades CF-t0 PAYMENT BOND (Page 1 of 2) Bond No. 023217310 KNOW ALL MEN BY THESE PRESENTS, That Active Construction, Inc. as CONTRACTOR, and Liberty Mutual Insurance Company as Surety, are held and firmly bound unto City of Bremerton hereinafter called"OWNER,"in the sum of Six Million Two Hundred Thirty-Seven Thousand Two Hundred Thirty-Seven and No/100ths($6,237,237.00) dollars, for the payment of which sum,well and truly to be made,we bind ourselves,our heirs,executors, administrators,successors,and assigns,jointly and severally,firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH,that said CONTRACTOR has been awarded and is about to enter into the annexed CONTRACT with said OWNER to perform the WORK as specified or indicated in the Contract Documents entitled"City of Bremerton,Department of Public Works and Utilities,Bremerton,Washington,Oyster Bay Beach Sewer Upgrades";now,therefore, If said CONTRACTOR,or subcontractor,fails to pay for any materials,equipment,or other supplies,or for rental of same,used in connection with the performance of work contracted to be done,or for amounts due under applicable State law for any work or labor thereon,said Surety will pay for the same in an amount not exceeding the sum specified above,and,in the event suit is brought upon this bond,reasonable attorney's fees to be fixed by the court. This bond shall inure to the benefit of any persons,companies,or corporations entitled to file claims under applicable State law so as to give a right of action to them or their assigns in any suit brought upon this bond. PROVIDED,that any alterations in the WORK to be done or the materials to be furnished,or changes in the time of completion,which maybe made pursuant to the terms of said Contract Documents, shall not in any way release said CONTRACTOR or said Surety thereunder,nor shall any extensions of time granted under the provisions of said Contract Documents release either said CONTRACTOR or said Surety,and notice of such alterations or extensions of the CONTRACT is hereby waived by said Surety. The obligation of the Surety shall include reimbursing the City of all costs and expenses,(including, but not limited to fee and charges of engineers,architects,attorneys,and other professionals,and court costs if litigation is commenced)incurred by the OWNER in enforcing the provisions of this Bond. City of Bremerton March 202! Oyster Bay Beach Sewer Upgrades CF-i{ PAYMENT BOND (Page 2 of 2) IN WITNESS WHEREOF,we have hereunder set our hands and seals this 12th day of May ,2021. Active Construction, Inc. Liberty Mutual Insurance Company (CONTRACTOR) ram„'" -...�---"''•• `�� ._ . By: By: (Signature and SEAL) Wald Cerfarl4-1 a re ) Carley Espirit , Tres i dervk- Attorney-in-Fact (SEAL AND NOTARIAL ACKNOWLEDGEMENT OF SURETY) Address of Surety to which all notices shall be sent Liberty Mutual Insurance Company 1001 4th Avenue,Suite 3700 Seattle,WA 98154 Address of Surety for service of process: Liberty Mutual Insurance Company (must be a physical address) 1001 4th Avenue,Suite 3700 Seattle,WA 98154 END OF CONTRACT FORMS City of Bremerton March 2021 Oyster Bay Beach Sewer Upgrades CF-12 This Power of Attorney limits the acts of those named herein,and they have no authority to a` bind the Company except In the manner and to the extent herein stated. Y:k1 Liberty Liberty Mutual Insurance Company r/r 1 Mutual,. The Ohio Casualty Insurance Company Certificate No: 8205061-023049 West American Insurance Company SURETY POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS:That The Ohio Casualty Insurance Company is a corporation duly organized under the laws of the State of New Hampshire,that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts,and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana(herein collectively called the`Companies'),pursuant to and by authority herein set forth,does hereby name,constitute and appoint, Aliceon A. Kettner,Alyssa J.Lopez,Amelia G.Burrill,Annelies M.Richie,Brandon K.Bush,Brent E.I teilesen,Carley Espiritu,Christopher Kinyon,Cynthia L.Jay.Diane M [larding,Edward Sims,Eric A.Zimmerman,Erica E.Mosley,Heather L.Allen,Holli Albers,Jacobi'.Haddock,James B.Binder,Jamie L.Marques.Katharine J Snider.Kyle Joseph Ilowat.Terrie Conard all of the city of Tacoma state of WA each individually if there be more than one named,its true and lawful attorney-in-fact to make execute,seal,acknowledge and deliver,for and on its behalf as surety and as its act and deed,any and all undertakings,bonds,recognizances and other surety obligations,in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons. IN WITNESS WHEREOF,this Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed thereto this 19th day of March , 2021 . Liberty Mutual Insurance Company "�tNsu4, Pam-C INsr, A tNSuq The Ohio Casualty Insurance Company j=`oM0a4,41, �Jrcosv0,4, VPGORp°R4?F4'n West American Insurance Company 4 c+ ui x 3 1912 0 0o 1919 , 1 1991 4 0 a g ' Q o a o ' vS a) Yd.0�'s4c„ua� orb O KA4rPe`� tic 4 t" A P / r ^' ' 92 p m David M.Carey,Assistant Secretary C atD To `o State of PENNSYLVANIA ss .c j rn County of MONTGOMERY co E o On this 19th day of March , 2021 before me personally appeared David M.Carey,who acknowledged himself to be the Assistant Secretary of Liberty Mutual Insurance 3 m L > Company,The Ohio Casualty Company,and West American Insurance Company,and that he,as such,being authorized so to do,execute the foregoing instrument for the purposes n therein contained signing_ by on behalf of the corporations by himself as a duly authorized officer. >0 cE IN WITNESS WHEREOF,I have hereunto subscribed my name and affixed my notarial seal at King of Prussia,Pennsylvania,on the day and year first above written. Q m in0 cn o '� Pa sr ` gy Jrauevs 1,�f. Commonwealth or Pannsylvama•Notary Seal >._ a p a,'' ' t v Teresa Pasteila,Notary Paths N•03 O y rat 03 Montgomery County ��Q�yr ®� My commission expires March 28.2025 //A L( � p .. - -fi Y �..e Commes�saE number t I2ao44 By: 1� ` e 2 am;r ,c, Member.Pennsylvania a so a„vn a lames /14ti..i sa Pastella,Notary Public O o tv oc This Power of Attorney is made and executed pursuant to and by authority of the following By-laws and Authorizations of The Ohio Casualty Insurance Company,Liberty Mutual 3 crop pInsurance Company,and West American Insurance Company which resolutions are now in full force and effect reading as follows: o csi c"�o ARTICLE IV—OFFICERS:Section 12.Power of Attorney. L.aMD Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President,and subject to such limitation as the Chairman or the-0p o 2 c President may prescribe,shall appoint such attorneys-in-fact,as may be necessary to act in behalf of the Corporation to make,execute,seal,acknowledge and deliver as surety 2= N any and all undertakings,bonds,recognizances and other surety obligations.Such attorneys-in-fact,subject to the limitations set forth in their respective powers of attorney,shall'a c3i 0 have hull power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation.When so executed,such o w z instruments shall be as binding as if signed by the President and attested to bythe Secretary.Any power or authority granted to any representative or attorney-in-fact under the m provisions of this article may be revoked at any time by the Board,the Chairman,the President or by the officer or officers granting such power or authority. ARTICLE XIII—Execution of Contracts:Section 5,Surety Bonds and Undertakings. Any officer of the Company authorized for that purpose in writing by the chairman or the president,and subject to such limitations as the chairman or the president may prescribe, shall appoint such attorneys-in-fact,as may be necessary to act in behalf of the Company to make,execute,seal,acknowledge and deliver as surety any and all undertakings, bonds,recognizances and other surety obligations.Such attorneys-in-fact subject to the limitations set forth in their respective powers of attorney,shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company.When so executed such instruments shall be as binding as if signed by the president and attested by the secretary. Certificate of Designation—The President of the Company,acting pursuant to the Bylaws of the Company,authorizes David M.Carey,Assistant Secretary to appoint such attorneys-in- tact as may be necessary to act on behalf of the Company to make,execute,seal,acknowledge and deliver as surety any and all undertakings,bonds,recognizances and other surety obligations. Authorization—By unanimous consent of the Company's Board of Directors,the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company,wherever appearing upon a certified copy of any power of attorney issued by the Company in connection with surety bonds,shall be valid and binding upon the Company with the same force and effect as though manually affixed. I,Renee C.Llewellyn,the undersigned,Assistant Secretary,The Ohio Casualty Insurance Company,Liberty Mutual Insurance Company,and West American Insurance Company do hereby certify that the original power of attorney of which the foregoing is a full,true and correct copy of the Power of Attorney executed by said Companies,is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed the seals of said Companies this 12th day of May , 2021 pt,1NSr7Rq p-tY�lVS`A d tNS-44 ''45. °nfi`L° �J aosao`4 1 Vci P`osoaggr 4° f+,j 4 fi Y' o r 4 $' For m I�� V 1912 0 a s1919Pa a 1991 0 qo r..,* '4caus'..aa� y��Htineecsl.•Ab x',q�xx+aln00. .4b$ By:Renee C.Llewellyn,Assistant Secretary e72 • 1`� 1 r t M • 1` LMS-12873 LMIC OCIC WAIC Mum Co 02/21 RELEASE OF RETAINAGE BOND OF CONTRACTOR Bond No. 023217342 KNOW ALL MEN BY THESE PRESENTS: That we Active Construction.Inc. (hereinafter called Principal),and Liberty Mutual insurance Company a corporation organized and doing business under and by virtue of the laws of the state of Massachusetts and duly licensed for the purpose of making,guaranteeing or becoming sole surety upon bonds or undertakings required and authorized by the State of Washington, (hereinafter called Surety), as Surety, are held firmly bound unto City of Bremerton (hereinafter called Obligee) in the just and full sum of Two Hundred Eighty-six Thousand Seven Hundred Fifty-seven And 81/100 4286,757.81 )plus 5%of any increases in the contract amount that have occurred or may occur,due to change orders, increases in the quantities or the addition of any new item of work THE CONDITIONS OF THIS OBLIGATION ARE SUCH THAT,Whereas,the said Principal on the day of , entered into a written contract with the said obligee for Oyster Bay Beach Sewer Upgrades which said contract is hereby referred to and made a part hereof by reference. WHEREAS,Pursuant to Chapter 60.28 RCW,the above named Principal has requested release of retained percentage earned or which may be earned under said contract, and, WHEREAS,the obligee is willing to release retained percentage in advance of contract terms relating to payment provided the principal shall file bond to indemnify the obligee for all loss, cost or damages which the obligee may sustain by reason of payment of retainage to the principal,which bond shall be subject to all claims and liens in the same manner and same priority as apply to the retainage percentage released, or to be released, NOW, THEREFORE,the condition of this obligation is such that if the principal shall indemnify the obligee for all loss,cost or damages which the obligee may sustain by reason of payment of retained percentage to the principal then this obligation shall be null and void unless otherwise to remain in full force and effect. IN WITNESS WHEREOF, said principal and said Surety have caused these presents to be duly signed and sealed this 12th day of May , 2021 Active Construction,Inc. Principal i C ecranki, ?rest den+ Liberty t Insurance Com By; Car c ..p ritu Attorney-in-Fact This Power of Attorney limits the acts of those named herein,and they have no authority to Liberty the Company except in the manner and to the extent herein stated. r%4,LLtiiberty Liberty Mutual Insurance Company f' Mutual. The Ohio Casualty Insurance Company Certificate No: 8205061-023049 — West American Insurance Company SURETY POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS:That The Ohio Casualty Insurance Company is a corporation duly organized under the laws of the State of New Hampshire,that Liberty Mutual Insurance Company is a corporation duly organized under the taws of the State of Massachusetts,and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana(herein collectively called the"Companies"),pursuant to and by authority herein set forth,does hereby name,constitute and appoint Aliceon A. Keltner,Alyssa J.Lopez,Amelia G.Burrill,Annelies M.Richic,Brandon K.Bush.Brent E.Iteilesen,Carley Espiritu,Christopher Kinyon,Cynthia L.Jay.Diane M_ Harding.Edward Sims.Eric A.Zimmerman,Erica E.Mosley.Heather L.Allen,Iloili Albers,Jacob T.Haddock.James B.Binder.Janie L.Marques.Katharine J Snider,Kyle Joseph Howat.Terrie Canard all of the city of Tacoma state of WA each individually if there be more than one named,its true and lawful attorney-in-fact to make execute,seal,acknowledge and deliver,for and on its behalf as surety and as its act and deed,any and all undertakings,bonds,recognizances and other surety obligations,in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons. IN WITNESS WHEREOF,this Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed thereto this 19th day of March , 2021 . Liberty Mutual Insurance Company P4 tNSu P,;f INSLq a trtsUga The Ohio Casualty Insurance Company .`., Gaaoon4r�1, yJ ooRa0i:) 9y VP 400P0/4p 't'C, West American Insurance Company . a F Q = YS iNouto's Ay FC. / 'f�'�t44' C U David M.Carey,Assistant Secretary c'n :ty t`o State of PENNSYLVANIA ss . - N en County of MONTGOMERY o t. .~ = On this 19th day of March , 2021 before me personally appeared David M.Carey,who acknowledged himself to be the Assistant Secretary of Liberty Mutual Insurance 8 ar m Company,The Ohio Casualty Company,and West American Insurance Company,and that he,as such,being authorized so to do,execute the foregoing instrument for the purposes c-e-52 a>m therein contained by signing on behalf of the corporations by himself as a duly authorized officer. >a c-to IN WITNESS WHEREOF,I have hereunto subscribed my name and affixed my notarial seal at King of Prussia,Pennsylvania,on the day and year first above written. O O 0 fig, PAST �2 �. t4 ooirwp�� Commonwealth M Peresykama-Notary Scat A_ di a..c, Y�j.. Teresa PastelW,Notary Public m' ors t? OF Montgomery County EMy commission expires March 28,2025 By it6/4) O m 26041 ac co 1 26.."."yl:,8-\�G Member,c y ariu mber.0 Notaries erase Pastelta,Notary Public . `o t4 m ,Arry 0.0 O dam' N N This Power of Attorney is made and executed pursuant to and by authority of the following By-laws and Authorizations of The Ohio Casually Insurance Company,Liberty Mutual co 0.5. Insurance Company,and West American Insurance Company which resolutions are now in full force and effect reading as follows: Q el ARTICLE IV—OFFICERS:Section 12.Power of ts Attorney. ,0D E. Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President,and subject to such limitation as the Chairman or the e President may prescribe,shall appoint such attorneys-in-fact,as may be necessary to act in behalf of the Corporation to make,execute,seal,acknowledge and deliver as surely 2 CO Ili c any and all undertakings,bonds,recognizances and other surety obligations.Such attorneys-in-fact,subject to the limitations set forth in their respective powers of attorney,shall-a n have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation.When so executed,such o a z3. U instruments shall be as binding as if signed by the President and attested to by the Secretary.Any power or authority granted to any representative or attorney-in-fact under the m provisions of this article may be revoked at any time by the Board,the Chairman,the President or by the officer or officers granting such power or authority. ARTICLE XIII—Execution of Contracts:Section 5.Surety Bonds and Undertakings. Any officer of the Company authorized for that purpose in writing by the chairman or the president and subject to such limitations as the chairman or the president may prescribe, shall appoint such attorneys-in-fact,as may be necessary to act in behalf of the Company to make,execute,seal,acknowledge and deliver as surety any and all undertakings, bonds,recognizances and other surety obligations.Such attorneys-in-fact subject to the limitations set forth in their respective powers of attorney,shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company.When so executed such instruments shall be as binding as if signed by the president and attested by the secretary. Certificate of Designation—The President of the Company,acting pursuant to the Bylaws of the Company,authorizes David M.Carey,Assistant Secretary to appoint such attorneys-in- fact as may be necessary to act on behalf of the Company to make,execute,seal,acknowledge and deliver as surety any and all undertakings,bonds,recognizances and other surety obligations. Authorization—By unanimous consent of the Company's Board of Directors,the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company,wherever appearing upon a certified copy of any power of attorney issued by the Company in connection with surety bonds,shall be valid and binding upon the Company with the same force and effect as though manually affixed. I,Renee C.Llewellyn,the undersigned,Assistant Secretary,The Ohio Casualty Insurance Company,Liberty Mutual Insurance Company,and West American Insurance Company do hereby certify that the original power of attorney of which the foregoing is a full,true and correct copy of the Power of Attorney executed by said Companies,is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed the seals of said Companies this 12th day of May , 2021 41NSUq IV INg4 �NSUR +Goaook4;14,` s_oaoorr4To'Pgyn GPI oaroerglq+0 � 1912 � o f 1919 0 ($ Ø)�it yb ,0a41 * 0 LMS-12873 LMIC OCIC WAIC Multr Co 02121 Client#: 142662 ACTICONS3 ACORD,,.: DATE(MM/DD/YYYY) .. CERTIFICATE OF LIABILITY INSURANCE 5/ dWDD1 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Anna Reid Propel Insurance PHONE 800 499-0933 FAx 866 577-1326 (A/C,No,Ext): (A/C,No):_ Tacoma Commercial Insurance E-MAIL ADDRESS: anna.reid@propelinsurance.com ro IInsuranCe.com VM 1201 Pacific Ave, Suite 1000 INSURER(S)AFFORDING COVERAGE NAIC# Tacoma,WA 98402 INSURER A:Valley Forge Insurance Company 20508 INSURED INSURER B:Continental Insurance Company 35289 Active Construction Inc INSURER C:Great American E&S Insurance 37532 PO Box 430 National Fire Ins Co of Hartford 20478 Puyallup,WA 98371-0162 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL,SUBR POLICY EFF 1 POLICY EXP LTR TYPE OF INSURANCE INSR!WVD POLICY NUMBER (MM/DD/YYYY) (MM/DEINYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 5093447379 06/15/2020 06/15/2021 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR PREMISESO(EaEocr,Erence) $500,000 X PD Ded:5,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X ECOT LOC j PRODUCTS-COMP/OP AGG $2,000,000 OTHER: I $ D 5093447351 06/15/2020 06/15/2021 COMBIident) $1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HI AUREDTOS ONLY X AUT NONOS-OWN ONEL Y D PROPERTY DAMAGE (Per accident) $ $ B UMBRELLA LIAB X OCCUR APP5093447365 06/15/2020 06/15/2021 EACH OCCURRENCE $9,000,000 x EXCESS LIAR CLAIMS-MADE AGGREGATE $9,000,000 DED X RETENTION$10000 $ A WORKERS COMPENSATION 5093447379 06/15/2020 06/15/2021 PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE WA Stop Gap ONLY E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? L N N/A (Mandatory in NH) i E.L.DISEASE-EA EMPLOYEE $1,000,000 __ If yes,describe under DESCRIPTION OF OPER ATIONSbelow E.L.DISEASE-POLICY LIMIT $1,000,000 C Contractors CPBE46133901 06/15/2020 06/15/2021 $2,000,000 Ea Poll Cond Pollution Liab. 2,000,000 Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: ACI Job No.21-013-Oyster Bay Beach Sewer Upgrade City of Bremerton and its officers,elected officials,employees,agents,and volunteers are included as Additional Insured as required by written contract,as set forth in the attached form(s)and/or endorsement(s). CERTIFICATE HOLDER CANCELLATION Cityof Bremerton SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 345 Sixth Street,Ste. 100 ACCORDANCE WITH THE POLICY PROVISIONS. Bremerton,WA 98337 AUTHORIZED /c ` REPRESENTATIVE 45•716-444 ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S4610821/M4167879 AM R00 CNA Contractors' General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured-Primary And Non-Contributory To Additional Insured's Insurance 3. Bodily Injury—Expanded Definition 4. Broad Knowledge of Occurrence/Notice of Occurrence 5. Broad Named Insured 6. Broadened Liability Coverage For Damage To Your Product And Your Work 7. Contractual Liability-Railroads 8. Electronic Data Liability 9. Estates,Legal Representatives and Spouses 10. Expected Or Intended Injury—Exception for Reasonable Force 11. General Aggregate Limits of Insurance—Per Project 12. In Rem Actions 13. Incidental Health Care Malpractice Coverage 14. Joint Ventures/Partnership/Limited Liability Companies 15. Legal Liability—Damage To Premises/Alienated Premises/Property In The Named Insured's Care, Custody or Control 16. Liquor Liability 17. Medical Payments 18. Non-owned Aircraft Coverage 19. Non-owned Watercraft 20. Personal And Advertising Injury—Discrimination or Humiliation 21. Personal And Advertising Injury-Contractual Liability 22. Property Damage-Elevators 23. Supplementary Payments 24. Unintentional Failure To Disclose Hazards 25. Waiver of Subrogation—Blanket 26. Wrap-Up Extension:OCIP CCIP,or Consolidated(Wrap-Up) Insurance Programs CNA74705XX (1-15) Policy No: Page 1 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Contractors' General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through H. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through H. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. D. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. CNA74705XX(1-15) Policy No: Page 2 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Contractors' General Liability Extension Endorsement E. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. State or Governmental Agency or Subdivision or Political Subdivisions—Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators;or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. H. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions;or b. the acts or omissions of those acting on the Named Insured's behalf, CNA74705XX(1-15) Policy No: Page 3 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Contractors' General Liability Extension Endorsement in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. CNA74705XX(1-15) Policy No: Page 4 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Contractors' General Liability Extension Endorsement But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba)as any Named Insured should choose to employ. 6. BROADENED LIABILITY COVERAGE FOR DAMAGE TO YOUR PRODUCT AND YOUR WORK A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusions k. and I. and replace them with the following: This insurance does not apply to: k. Damage to Your Product Property damage to your product arising out of it, or any part of it except when caused by or resulting from: (1) fire; (2) smoke; (3) collapse; or (4) explosion. I. Damage to Your Work Property damage to your work arising out of it, or any part of it and included in the products-completed operations hazard. This exclusion does not apply: (1) If the damaged work, or the work out of which the damage arises, was performed on the Named Insured's behalf by a subcontractor; or (2) If the cause of loss to the damaged work arises as a result of: (a) fire; (b) smoke; (c) collapse; or CNA74705XX (1-15) Policy No: Page 5 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Contractors' General Liability Extension Endorsement (d) explosion. B. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $100,000 is the most the Insurer will pay under Coverage A for the sum of damages arising out of any one occurrence because of property damage to your product and your work that is caused by fire, smoke, collapse or explosion and is included within the product-completed operations hazard. This sublimit does not apply to property damage to your work if the damaged work, or the work out of which the damage arises,was performed on the Named Insured's behalf by a subcontractor. C. This Broadened Liability Coverage For Damage To Your Product And Your Work Provision does not apply if an endorsement of the same name is attached to this policy. 7. CONTRACTUAL LIABILITY—RAILROADS With respect to operations performed within 50 feet of railroad property, the definition of insured contract is replaced by the following: Insured Contract means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner is not an insured contract; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to the Named Insured's business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Named Insured assumes the tort liability of another party to pay for bodily injury or property damage to a third person or organization.Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 8. ELECTRONIC DATA LIABILITY A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusion p. Electronic Data and replace it with the following: This insurance does not apply to: p. Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: CNA74705XX(1-15) Policy No: Page 6 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Contractors' General Liability Extension Endorsement (1) any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data that does not result from physical injury to tangible property. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of bodily injury. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relation expenses or any other loss, cost or expense incurred by the Named Insured or others arising out of that which is described in Paragraph(1)or(2)above. B. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $100,000 is the most the Insurer will pay under Coverage A for all damages arising out of any one occurrence because of property damage that results from physical injury to tangible property and arises out of electronic data. C. The following definition is added to DEFINITIONS: Electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. D. For the purpose of the coverage provided by this ELECTRONIC DATA LIABILITY Provision, the definition of property damage in DEFINITIONS is replaced by the following: Property damage means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the occurrence that caused it; or c. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate electronic data, resulting from physical injury to tangible property. All such loss of electronic data shall be deemed to occur at the time of the occurrence that caused it. For the purposes of this insurance, electronic data is not tangible property. E. If Electronic Data Liability is provided at a higher limit by another endorsement attached to this policy, then the $100,000 limit provided by this ELECTRONIC DATA LIABILITY Provision is part of, and not in addition to, that higher limit. 9. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. CNA74705XX (1-15) Policy No: Page 7 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Contractors' General Liability Extension Endorsement 10. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: 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. 11. GENERAL AGGREGATE LIMITS OF INSURANCE -PER PROJECT A. For each construction project away from premises the Named Insured owns or rents, a separate Construction Project General Aggregate Limit, equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the Insurer will pay for the sum of: 1. All damages under Coverage A, except damages because of bodily injury or property damage included in the products-completed operations hazard; and 2. All medical expenses under Coverage C, that arise from occurrences or accidents which can be attributed solely to ongoing operations at that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Construction Project General Aggregate Limit of any other construction project. B. All: 1. Damages under Coverage B, regardless of the number of locations or construction projects involved; 2. Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single construction project, except damages because of bodily injury or property damage included in the products-completed operations hazard; and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single construction project, will reduce the General Aggregate Limit shown in the Declarations. C. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Construction Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operations at a particular construction project. D. When coverage for liability arising out of the products-completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products-completed operations hazard will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations, regardless of the number of projects involved. E. If a single construction project away from premises owned by or rented to the Insured has been abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. F. The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. CNA74705XX(1-15) Policy No: Page 8 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Contractors' General Liability Extension Endorsement 12. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 13. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2)with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A—Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions: This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, including but not limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: CNA74705XX (1-15) Policy No: Page 9 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Contractors' General Liability Extension Endorsement i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional;or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and CNA74705XX(1-15) Policy No: Page 10 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Contractors' General Liability Extension Endorsement (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c)and (d) of Paragraph 2.a.(1)of WHO IS AN INSURED. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 14. JOINT VENTURES/PARTNERSHIP I LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations, except that if the Named Insured was a joint venturer, partner, or member of a limited liability company and such joint venture, partnership or limited liability company terminated prior to or during the policy period, such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership,joint venture or limited liability company; and If the joint venture, partnership or limited liability company is or was insured under a consolidated (wrap-up) insurance program, then such insurance will always be considered valid and collectible for the purpose of paragraph c. above. But this provision will not serve to exclude bodily injury, property damage or personal and advertising injury that would otherwise be covered under the Contractors General Liability Extension Endorsement provision entitled WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS. Please see that provision for the definition of consolidated (wrap-up) insurance program. 15. LEGAL LIABILITY — DAMAGE TO PREMISES / ALIENATED PREMISES / PROPERTY IN THE NAMED INSURED'S CARE, CUSTODY OR CONTROL A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusion j. Damage to Property in its entirety and replace it with the following: This insurance does not apply to: j. Damage to Property Property damage to: (1) Property the Named Insured owns, rents, or occupies, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or CNA74705XX(1-15) Policy No: Page 11 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Contractors' General Liability Extension Endorsement maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises the Named Insured sells, gives away or abandons, if the property damage arises out of any part of those premises; (3) Property loaned to the Named Insured; (4) Personal property in the care, custody or control of the Insured; (5) That particular part of real property on which the Named Insured or any contractors or subcontractors working directly or indirectly on the Named Insured's behalf are performing operations, if the property damage arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. Paragraph(2)of this exclusion does not apply if the premises are your work. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to property damage included in the products- completed operations hazard. Paragraphs(3)and (4)of this exclusion do not apply to property damage to: i. tools, or equipment the Named Insured borrows from others, nor ii. other personal property of others in the Named Insured's care, custody or control while being used in the Named Insured's operations away from any Named Insured's premises. However,the coverage granted by this exception to Paragraphs (3)and(4)does not apply to: a. property at a job site awaiting or during such property's installation,fabrication, or erection; b. property that is mobile equipment leased by an Insured; c. property that is an auto, aircraft or watercraft; d. property in transit; or e. any portion of property damage for which the Insured has available other valid and collectible insurance, or would have such insurance but for exhaustion of its limits, or but for application of one of its exclusions. A separate limit of insurance and deductible apply to such property of others. See LIMITS OF INSURANCE as amended below. B. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in LIMITS OF INSURANCE. CNA74705XX(1-15) Policy No: Page 12 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Contractors' General Liability Extension Endorsement C. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $25,000 is the most the Insurer will pay under Coverage A for damages arising out of any one occurrence because of the sum of all property damage to borrowed tools or equipment, and to other personal property of others in the Named Insured's care, custody or control, while being used in the Named Insured's operations away from any Named Insured's premises. The Insurer's obligation to pay such property damage does not apply until the amount of such property damage exceeds $1,000. The Insurer has the right but not the duty to pay any portion of this $1,000 in order to effect settlement. If the Insurer exercises that right, the Named Insured will promptly reimburse the Insurer for any such amount. D. Paragraph 6., Damage To Premises Rented To You Limit, of LIMITS OF INSURANCE is deleted and replaced by the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under Coverage A for damages because of property damage to any one premises while rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, including contents of such premises rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations. E. Paragraph 4.b.(1)(a)(ii)of the Other Insurance Condition is deleted and replaced by the following: (ii) That is property insurance for premises rented to the Named Insured,for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; 16. LIQUOR LIABILITY Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Liquor Liability. This LIQUOR LIABILITY provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 17. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: @Pta@PPP@raPIOPP; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C—Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and This Paragraph B. does not apply to medical expenses incurred in the state of Missouri. 18. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: CNA74705XX(1-15) Policy No: Page 13 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Contractors' General Liability Extension Endorsement The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 19. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 20. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. CNA74705XX (1-15) Policy No: Page 14 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Contractors' General Liability Extension Endorsement Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1.ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. This PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 21. PERSONAL AND ADVERTISING INJURY-CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability. B. Solely for the purpose of the coverage provided by this PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY provision, the following changes are made to the section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. C. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 22. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE—ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: CNA74705XX(1-15) Policy No: Page 15 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Contractors' General Liability Extension Endorsement A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of$250 shown for daily loss of earnings and replace it with a $1,000. limit. 24. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 25. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 26. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap- up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs(C.C.I.P.)is attached, then the following changes apply: A. The following wording is added to the above-referenced endorsement: With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included within the products-completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4. Other Insurance is amend to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named Insured's involvement in that consolidated (wrap-up) insurance program. CNA74705XX(1-15) Policy No: Page 16 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Contractors' General Liability Extension Endorsement C. DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up) insurance program means a construction, erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I.P.)or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30% or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments; and 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages, guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not include hospitals or prisons. This WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74705XX(1-15) Policy No: Page 17 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10-01 edition of CG2037; or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the 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; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX(10-16) Policy No: Page 1 of 2 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self-insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX(10-16) Policy No: Page 2 of 2 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. POLICY NUMBER: COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is Autos Liability Coverage in the Business Auto and an "insured" for Covered Autos Liability Coverage, but Motor Carrier Coverage Forms and Paragraph D.2. of only to the extent that person or organization qualifies Section I — Covered Autos Coverages of the Auto as an "insured" under the Who Is An Insured provision Dealers Coverage Form. contained in Paragraph Al. of Section II — Covered CA 20 48 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: COMMERCIAL AUTO CA 04 44 10 13 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 FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO 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. CA 04 44 10 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 Admin,strative Offices PCM Manus(01 18) GREAT01E 4" ,A'biF_RICA�' C3incinnati,OStreelhio 45202 INSURANCE OW Tel: 1-513-369-5000 GREAT AMERICAN E & S INSURANCE COMPANY AMWINS PROFESSIONAL AND CONTRACTING SERVICES ENVIRONMENTAL LIABILITY, EMPLOYMENT PRACTICES LIABILITY AND CYBER LIABILITY INSURANCE POLICY THIS POLICY CONTAINS SOME CLAIMS MADE AND REPORTED COVERAGES. READ IT CAREFULLY. SOME OF THE COVERAGES CONTAINED WITHIN THIS POLICY REQUIRE THAT A CLAIM BE MADE AGAINST THE INSURED DURING THE POLICY PERIOD AND REPORTED TO THE COMPANY DURING THE POLICY PERIOD OR, IF APPLICABLE,THE EXTENDED REPORTING PERIOD. SOME OF THE PROVISIONS CONTAINED IN THIS POLICY RESTRICT COVERAGE, SPECIFY WHAT IS AND IS NOT COVERED AND DESIGNATE RIGHTS AND DUTIES.LEGAL EXPENSE IS SUBJECT TO AND WILL ERODE THE LIMIT OF LIABILITY AND ANY APPLICABLE SELF-INSURED RETENTION. In this Policy,"the Company"refers to the company providing this insurance. Some other words and phrases that appear in capital letters have special meaning. Refer to Section II—DEFINITIONS. In consideration of the payment of the Policy Premium and in reliance upon the statements contained in the Application and any other supplemental materials and information submitted in connection with the Application, and subject to all the terms, conditions, exclusions and limitations of this Policy, the Company agrees to provide insurance coverage to the INSURED as described herein: SECTION I. INSURING AGREEMENTS EACH OF THE FOLLOWING COVERAGES IS IN EFFECT ONLY IF LIMITS OF LIABILITY ARE INDICATED FOR SUCH COVERAGE IN THE DECLARATIONS. EACH COVERAGE THAT IS IN EFFECT IS SUBJECT TO SECTION VI. LIMIT OF LIABILITY AND SELF-INSURED RETENTION, AS WELL AS ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS CONTAINED IN THIS POLICY. A. COVERAGE A 1. PROFESSIONAL LIABILITY The Company will pay on behalf of the INSURED for LOSS and related LEGAL EXPENSE because of an actual or alleged act, error or omission in PROFESSIONAL SERVICES, which the INSURED becomes legally obligated to pay as a result of a CLAIM first made against the INSURED during the POLICY PERIOD, but only if the INSURED reports the CLAIM to the Company, in writing, during the POLICY PERIOD or, if applicable, the EXTENDED REPORTING PERIOD. 2. MITIGATION COSTS COVERAGE The Company will pay the INSURED's MITIGATION COSTS because of an actual act, error or omission in PROFESSIONAL SERVICES, but only if: (a) the PROFESSIONAL SERVICES were rendered subsequent to the applicable Retroactive Date, but prior to the end of the POLICY PERIOD; (b) during the POLICY PERIOD and prior to incurring any MITIGATION COSTS, the INSURED provides the Company with: (i) written notice of such act,error or omission in PROFESSIONAL SERVICES; and (ii) a proposed written plan for correcting such act,error or omission,along with documentation supporting the reasonableness and necessity of such proposed plan; PCM Manus(01 18) (c) all MITIGATION COSTS are approved by the Company, in writing, prior to being incurred by the INSURED; and (d) the MITIGATION COSTS are not covered under any other Coverage afforded under this Policy. 3. INDEMNITY OF INSURED'S OWN LOSS FROM DESIGN PROFESSIONAL'S ERROR The Company will indemnify the INSURED for LOSS that is in excess of the REQUIRED INSURANCE because of an actual or alleged act, error or omission in PROFESSIONAL SERVICES performed by the DESIGN PROFESSIONAL,but only if: (a) a CLAIM is first made by the INSURED against such DESIGN PROFESSIONAL during the POLICY PERIOD;and (b) the INSURED reports the CLAIM to the Company, in writing, during the POLICY PERIOD or, if applicable, the EXTENDED REPORTING PERIOD. B. COVERAGE B 1. OCCURRENCE CONTRACTING SERVICES POLLUTION LIABILITY The Company will pay on behalf of the INSURED for LOSS, CLEAN-UP COSTS, and related LEGAL EXPENSE because of a POLLUTION CONDITION: (a) at, or migrating from, a JOB SITE that arises from CONTRACTING SERVICES or COMPLETED OPERATIONS; or (b) arising from the INSURED's goods,products, or waste,during the course of transportation by a CARRIER to or from JOB SITE: (i) which the INSURED becomes legally obligated to pay as a result of a CLAIM because of BODILY INJURY, PROPERTY DAMAGE or ENVIRONMENTAL DAMAGE that occurs during the POLICY PERIOD;or (ii) if,during the POLICY PERIOD,the POLLUTION CONDITION first begins and is first discovered by the INSURED,but only if the INSURED reports such POLLUTION CONDITION to the Company,in writing, during the POLICY PERIOD. 2. OCCURRENCE NON-OWNED DISPOSAL SITES The Company will pay on behalf of the INSURED for LOSS,CLEAN-UP COSTS,and related LEGAL EXPENSE because of a POLLUTION CONDITION on, at, under, or migrating from a NON-OWNED DISPOSAL SITE, which the INSURED becomes legally obligated to pay as a result of a CLAIM because of BODILY INJURY, PROPERTY DAMAGE or ENVIRONMENTAL DAMAGE that occurs during the POLICY PERIOD. C. COVERAGE C—EMPLOYMENT PRACTICES LIABILITY 1. The Company shall pay on behalf of the INSURED for LOSS because of an EMPLOYMENT PRACTICES WRONGFUL ACT,which the INSURED becomes legally obligated to pay as a result of a CLAIM first made against an INSURED during the POLICY PERIOD, but only if the INSURED reports the CLAIM to the Company, in writing, during the POLICY PERIOD or, if applicable, the EXTENDED REPORTING PERIOD. A. LEGAL EXPENSE COVERAGE FOR WAGE AND HOUR VIOLATION The Company shall pay on behalf of the INSURED all LEGAL EXPENSE which the INSURED shall be legally obligated to pay as a result of a CLAIM first made against an INSURED during the POLICY PERIOD or, if applicable, the EXTENDED REPORTING PERIOD for a WAGE AND HOUR VIOLATION. Such coverage is subject to the Sublimit of Liability noted in Item 3. of the Declarations for Coverage C 1. A. and is part of, and not in addition to,the Limit of Liability provided for Coverage C. 1. PCM Manus(01 18) B. LEGAL EXPENSE COVERAGE FOR IMMIGRATION PRACTICES VIOLATION The Company shall pay on behalf of the INSURED all LEGAL EXPENSE which the INSURED shall be legally obligated to pay as a result of a CLAIM first made against an INSURED during the POLICY PERIOD or, if applicable, the EXTENDED REPORTING PERIOD for an IMMIGRATION PRACTICES VIOLATION. Such coverage is subject to the Sublimit of Liability noted in Item 3. of the Declarations for Coverage C 1. B. and is part of,and not in addition to,the Limit of Liability provided for Coverage C. 1. 2. The Company shall pay on behalf of the INSURED for LOSS because of a THIRD PARTY WRONGFUL ACT,which the INSURED becomes legally obligated to pay as a result of a CLAIM first made against an INSURED during the POLICY PERIOD, but only if the INSURED reports the CLAIM to the Company, in writing, during the POLICY PERIOD or, if applicable,the EXTENDED REPORTING PERIOD. D. COVERAGE D—CYBER LIABILITY 1. DATA COMPROMISE Coverage If a DATA COMPROMISE is first discovered during the POLICY PERIOD and reported pursuant to Section VII. Part 2. E.,then: (i) for a DATA BREACH, the Company shall pay on behalf of the INSURED the reasonable and necessary: (a) legal fees,costs,or expenses charged by an INCIDENT RESPONSE EXPERT in coordinating the investigation and response efforts related to a DATA BREACH including but not limited to a determination regarding the extent that any law, regulation,statute or contract requires notification of the DATA BREACH to any government agency or the persons or entities affected by the DATA BREACH; (b) forensic fees incurred to investigate the cause of the DATA BREACH and/or to identify persons or entities affected by the DATA BREACH; (c) costs of notification of the DATA BREACH to any persons or entities affected by the DATA BREACH or any government agency or other third party,but only to the extent: (i) the INCIDENT RESPONSE EXPERT determines applicable law, regulation, statute or contract requires such notification;or (ii) the INCIDENT RESPONSE EXPERT determines applicable law, regulation, statute or contract does not require such notification but the Company provides its prior written consent for such costs of notification to be incurred voluntarily; (d) costs incurred to provide identity theft prevention(including but not limited to credit monitoring) and identity restoration services for persons affected by the DATA BREACH;and (e) costs incurred to provide call center services in support of the INSURED's efforts to address inquiries from the persons or entities affected by the DATA BREACH, provided each of the above are incurred with the Company's consent, which shall not be unreasonably withheld. (ii) for a PCI COMPLIANCE VIOLATION, the Company shall pay on behalf of the INSURED the ASSESSMENTS the INSURED becomes obligated under contract to pay and any related reasonable and necessary legal fees,costs and expenses charged by an INCIDENT RESPONSE EXPERT in coordinating the investigation and response efforts related to the PCI COMPLIANCE VIOLATION; provided such amounts are incurred with the Company's consent,which shall not be unreasonably withheld; (iii) for a NETWORK DISRUPTION, the Company shall reimburse the INSURED for BUSINESS INCOME LOSS; (iv) for DATA ASSET DAMAGE, the Company shall pay RESTORATION COSTS incurred by or under the direction of an INCIDENT RESPONSE EXPERT;provided such amounts are incurred with the Company's consent,which shall not be unreasonably withheld; PCM Manus(01 18) (v) for a CYBER CRIME,the Company shall: (a) pay on behalf of the INSURED: (i) reasonable and necessary forensic fees incurred by or under the direction of an INCIDENT RESPONSE EXPERT to investigate the cause of the CYBER CRIME and/or to discover if any other DATA COMPROMISE may be present;and (ii) ransom money paid with the Company's prior written consent to a third party to terminate that party's DATA EXTORTION THREAT, provided such amounts are incurred or paid with the Company's consent, which consent shall not be unreasonably withheld; and (b) reimburse the INSURED for any FRAUD LOSS that is not otherwise reimbursed by a financial institution directly resulting from the CYBER CRIME;and (vi) for REPUTATIONAL HARM, the Company shall reimburse the INSURED for REPUTATIONAL DAMAGE LOSS. 2. CYBER LIABILITY COVERAGE(Including REGULATORY ACTIONS) The Company shall pay on behalf of an INSURED all LOSS incurred as a result of any CLAIM for a MULTIMEDIA WRONGFUL ACT,NETWORK SECURITY WRONGFUL ACT,or PRIVACY WRONGFUL ACT, provided: (a) such CLAIM is first made against the INSURED during the POLICY PERIOD or any applicable EXTENDED REPORTING PERIOD and reported pursuant to Section VII. Part 2. D.of the Policy;and (b) the WRONGFUL ACT occurs after the Retroactive Date set forth in Item 5.of the Declarations. The Company has the right and duty to defend any CLAIM to which this Insuring Agreement applies, even if the allegations of such CLAIM are groundless, false or fraudulent. 3. PUBLIC RELATIONS COVERAGE Subject to the Company's prior written consent, the Company shall pay on behalf of the INSURED the costs of a public relations consultation: (a) in response to REPUTATIONAL HARM related to a CLAIM or DATA COMPROMISE;or (b) necessary to inform potentially impacted individuals,vendors or suppliers of BUSINESS IMPERSONATION first discovered and noticed to the Company during the POLICY PERIOD. SECTION II. DEFINITIONS A. ADDITIONAL NAMED INSURED means any person,organization,or entity identified as an ADDITIONAL NAMED INSURED in an endorsement issued by the Company. B. APPLICATION means the application accepted for the issuance of this Policy by the Company, including any and all materials and information submitted to the Company in connection with such application. C. ASSESSMENTS mean any of the following amounts assessed against the INSURED pursuant to a merchant service agreement as a result of a PCI COMPLIANCE VIOLATION: 1. Account Data Compromise("ADC") Fraud Recovery losses; 2. ADC operational reimbursement costs for reissuing payment cards or monitoring compromised or potentially compromised accounts; 3. Case management fees for the card association's costs to investigate the PCI COMPLIANCE VIOLATION; or 4. Fines or penalties. PCM Manus(01 18) D. AUTOMOBILE means a land motor vehicle, trailer, semi-trailer, mobile equipment, or off-road motor vehicle, including any machinery or apparatus attached thereto. E. BODILY INJURY means: 1. physical injury, sickness, disease, or building-related illness sustained by any person, including death resulting therefrom and,solely with regard to this Item E.1., any accompanying medical or environmental monitoring; 2. court-ordered medical monitoring;or 3. mental anguish, emotional distress,or shock, caused by a POLLUTION CONDITION. F. BUSINESS IMPERSONATION means fraudulent communications (including but not limited to websites, e-mails, or phone calls) from an entity or individual other than an INSURED designed to impersonate the INSURED (including but not limited to its CONTENT,products,services,or websites)and/or any INSURED PERSON with the goal of deceiving any customer,supplier or business partner of the INSURED or any other third party, into sharing credentials and/or personally identifiable information with, or fraudulently inducing such parties to transfer their money or property to the sender of such fraudulent communication. G. BUSINESS INCOME LOSS means: 1. RESTORATION COSTS incurred with the Company's prior written consent; 2. net profit before income taxes that the INSURED is prevented from earning due to a NETWORK DISRUPTION; 3. normal operating expenses incurred by the INSURED (including payroll) if such operating expenses must continue during the RESTORATION PERIOD and would have been incurred had there not been a NETWORK DISRUPTION;and 4. reasonable and necessary expenses incurred by the INSURED with the Company's prior consent to minimize,avoid or reduce a NETWORK DISRUPTION,if over and above the INSURED's normal operating and payroll expenses. BUSINESS INCOME LOSS shall be subject to the WAITING PERIOD RETENTION,limited by the RESTORATION PERIOD, and calculated on an hourly basis by the sum of (1) through (4) above, each sustained during the RESTORATION PERIOD. In determining the amount of net profit or loss and expenses covered under Coverage D. 1. (iii), the Company will give due consideration to the net profit or loss of the INSURED before the NETWORK DISRUPTION and the INSURED'S probable net profit or loss if no NETWORK DISRUPTION had occurred. However, net profit or loss calculations shall not include, and the Policy will not cover, any net income that would likely have been earned as a result of an increase in the volume of the INSURED'S business due to favorable business conditions caused by the impact of any event similar to a NETWORK DISRUPTION suffered by other businesses. BUSINESS INCOME LOSS shall not include LOSS,FRAUD LOSS, REPUTATIONAL DAMAGE LOSS,contractual penalties, goodwill impairment, liability to a third party, break-up fees, any other consequential losses or damages not mentioned above,or any related legal costs or expenses. H. CARRIER means a person or entity,including any INSURED or any subsidiary or affiliate company of an INSURED, engaged by or on behalf of the INSURED to transport material by AUTOMOBILE,aircraft,watercraft,or rolling stock, but only if such person or entity is properly licensed to transport such material and in the business of transporting such material. PCM Manus(01 18) I. CLAIM means: 1. with regard to Coverage A.1., A.2., and Coverage B., a demand, notice, or assertion of a legal right alleging liability or responsibility on the part of the INSURED because of:(i)a POLLUTION CONDITION;or(ii)an actual or alleged act,error or omission in PROFESSIONAL SERVICES,including but not be limited to lawsuits,orders, petitions or governmental or regulatory actions filed against the INSURED; 2. solely with regard to Coverage A.3.,a written demand made by the INSURED alleging liability or responsibility on the part of the DESIGN PROFESSIONAL for LOSS arising out of an actual or alleged act,error or omission in PROFESSIONAL SERVICES performed by the DESIGN PROFESSIONAL; 3. solely with regard to Coverage C: (a) a written demand for monetary or non-monetary relief; (b) a civil proceeding commenced by the filing of a complaint or similar pleading, or any appeal thereof; (c) a criminal proceeding commenced by the filing of charges, or any appeal thereof; (d) a formal administrative or regulatory proceeding commenced by the filing of charges, formal investigative order,service of summons or similar document,or any appeal thereof; (e) an arbitration, MEDIATION or similar alternative dispute resolution proceeding against an INSURED if the INSURED is obligated to participate in such proceeding or if the INSURED agrees to participate in such proceeding with the Company's written consent, or any appeal thereof; (f) an administrative, or regulatory investigation of any INSURED commenced by the filing of notice of charges or similar document,including any proceeding initiated against any INSURED before the Equal Employment Opportunity Commission ("EEOC") or any similar governmental body, or any appeal thereof;or (g) a written request to toll any applicable statute of limitations related to a possible CLAIM as described in paragraphs (a) through (f) above, if the INSURED chooses to report such written request to toll to the Company as a CLAIM under Section VII. Part 2. Item D. of the Policy; provided, however, CLAIM shall not include any labor or grievance proceeding pursuant to the terms and conditions of a collective bargaining agreement;or 4. solely with regard to Coverage D: (a) a written demand for monetary damages or injunctive relief; (b) a REGULATORY ACTION; (c) a written request to enter into an agreement to toll any applicable statute of limitations prior to the commencement of any judicial,administrative,regulatory,or alternative dispute resolution proceeding; (d) a written request that an INSURED participate in an alternative dispute resolution proceeding;or (e) a civil or criminal proceeding brought against any INSURED seeking monetary or non-monetary relief and commenced by the service of a complaint or similar pleading, the return of an indictment, or the receipt or filing of notice of charges or similar document. A demand, written request or proceeding alleging PCI COMPLIANCE VIOLATIONS shall not constitute a CLAIM. J. CLAIMANT means, solely with regard to Coverage C, any EMPLOYEE or prospective EMPLOYEE of the INSURED,any INDEPENDENT CONTRACTOR,and any governmental agency acting on behalf of an EMPLOYEE or prospective EMPLOYEE. K. CLEAN-UP COSTS mean the reasonable and necessary expenses incurred to investigate, remove, dispose of, abate, contain, treat, or neutralize a POLLUTION CONDITION, including any associated monitoring and testing costs: PCM Manus(01 18) 1. to the extent required by federal, state, local or provincial laws, including but not limited to statutes, rules, ordinances, guidance documents, regulations and all amendments thereto, including state voluntary cleanup or risk based corrective action guidance,governing the liability or responsibilities of the INSURED; or 2. in the absence of items in 1.above,to the extent recommended by an ENVIRONMENTAL PROFESSIONAL. CLEAN-UP COSTS include: (a) REPLACEMENT COSTS; (b) EMERGENCY RESPONSE COSTS; (c) any associated punitive,exemplary,or multiplied damages where insurable by law;and (d) civil fines, penalties and assessments, but only to the extent they: (i) arise solely from the investigation, removal, disposal of, abatement, containment, treatment or neutralization of a POLLUTION CONDITION; (ii)are imposed by a government entity acting under authority of applicable federal,state,local or provincial laws;and (iii)are insurable by law. L. COMPLETED OPERATIONS mean those services set forth in Part 1.of Definition O.CONTRACTING SERVICES that are completed. COMPLETED OPERATIONS do not include any such CONTRACTING SERVICES that have not been completed or have otherwise been abandoned. Such CONTRACTING SERVICES will be considered completed at the earliest of the following times: 1. when all such CONTRACTING SERVICES to be performed under the contract have been completed;or 2. when all such CONTRACTING SERVICES to be performed at the JOB SITE have been completed;or 3. when that portion of such CONTRACTING SERVICES has been put to its intended use by any person or entity other than another contractor or subcontractor working on the same project. Those services set forth in Part 1. of Definition O. CONTRACTING SERVICES that may require further maintenance,service,correction, repair or replacement,but are otherwise complete,shall be deemed completed. M. COMPUTER SYSTEMS mean: 1. the COVERED NETWORK; 2. INSURED PERSONS (as specified for Coverage D) owned devices when used in connection with the INSURED'S business activities;and 3. THIRD PARTY NETWORKS. N. CONTENT means communicative material of any kind or nature whatsoever, including words, pictures, sounds, images,graphics, software,code and data, conveyed via any method or medium including print, broadcast,digital and electronic, for any purpose including news, entertainment, art, information, advertising and corporate communications, if created: 1. by or on behalf of the INSURED for its own use;or 2. by third parties and collected, maintained, moderated or disseminated by or on behalf of the INSURED, including via any chat room,blog,bulletin board,website or social media site moderated,owned or operated by or on behalf of the INSURED. However, CONTENT does not include advertising created by the INSURED for others,product design, labelling or packaging, architectural or industrial design, or the goods, products or services described or displayed in communicative materials. PCM Manus(01 18) O. CONTRACTING SERVICES mean: 1. all construction services performed by or on behalf of the INSURED at a JOB SITE;or 2. the transportation of goods, materials, or waste by a CARRIER, including any loading or unloading of such goods, materials, or waste, but only if such transportation is in support of those services identified in Part 1. above. P. COVERED NETWORK means all leased or INSURED owned: 1. computer hardware (including but not limited to desktops, laptops, mobile devices, printers, copiers, and servers);and 2. networking equipment(including but not limited to routers,switches,gateways, and hubs) operated by the INSURED solely in connection with the INSURED'S business operations. 0. CYBER CRIME means any of the following, but only if committed by a person or entity other than an INSURED and without the involvement of an INSURED: 1. the transmission of fraudulent instructions,whether written,electronic,or otherwise,to a financial institution which direct that financial institution to initiate an electronic funds transfer from the INSURED or otherwise debit the INSURED'S accounts; 2. the UNAUTHORIZED ACCESS, through electronic means, of the credentials (including but not limited to passwords, PINs,or security codes) related to the INSURED'S financial accounts or the accounts of third parties which are under the INSURED'S control; 3. TELECOMMUNICATIONS HACKING;and 4. DATA EXTORTION THREAT. R. DATA ASSET means software and electronic data (including but not limited to databases, audio/video files, websites,intranets,and extranets)maintained by or on behalf of the INSURED in connection with the INSURED'S business operations. S. DATA ASSET DAMAGE means loss of control over, damage to, or destruction of a DATA ASSET. T. DATA BREACH means UNAUTHORIZED ACCESS to, UNAUTHORIZED USE of, loss of control over (including but not limited to the loss of any laptop, smartphone or other portable device that contains PROTECTED INFORMATION), or disclosure of, PROTECTED INFORMATION stored (or captured solely for purposes of processing electronic payments) by or on behalf of the INSURED in connection with the INSURED'S business activities. U. DATA COMPROMISE means a DATA BREACH, DATA EXTORTION THREAT, DATA ASSET DAMAGE,CYBER CRIME, PCI COMPLIANCE VIOLATION or NETWORK DISRUPTION sustained by the INSURED. V. DATA EXTORTION THREAT means a threat or series of threats by someone other than an INSURED to cause or prolong a DATA COMPROMISE. W. DESIGN PROFESSIONAL means an organization or entity, or any sub-contractor or sub-consultant thereof, that performs PROFESSIONAL SERVICES on behalf of the INSURED pursuant to a written contract with the FIRST NAMED INSURED or an ADDITIONAL NAMED INSURED that was signed by the DESIGN PROFESSIONAL before the actual or alleged act, error or omission in PROFESSIONAL SERVICES. DESIGN PROFESSIONAL does not include any organization or entity, or sub-contractor or sub-consultant thereof,that is not duly certified or licensed to perform such PROFESSIONAL SERVICES. X. EMERGENCY RESPONSE COSTS mean costs,charges or expenses incurred by the INSURED on an emergency basis, where delay on the part of the INSURED would cause injury to persons, damage to property, or increase significantly the cost of responding to a POLLUTION CONDITION. The INSURED shall notify the Company of all such expenses immediately after the emergency ends. PCM Manus(01 18) Y. EMPLOYEE means: 1. solely with regard to Coverage C, any natural person whose labor or service is engaged and directed by the INSURED in the ordinary course of the INSURED'S business including past, present,future,part-time, seasonal,temporary or leased employees,volunteers,interns and students. EMPLOYEE shall not include any INDEPENDENT CONTRACTOR;and 2. Solely with regard to Coverage D,any natural person whose labor or service is engaged and directed by the INSURED including any permanent, temporary, leased, or volunteer worker. EMPLOYEE shall not include any EXECUTIVE or INDEPENDENT CONTRACTOR. Z. EMPLOYMENT PRACTICES WRONGFUL ACT means any of the following acts by any INSURED, but only if alleged by or on behalf of a CLAIMANT: 1. wrongful dismissal, discharge or termination of employment,whether actual or constructive, or breach of an express or implied employment contract; 2. employment related misrepresentation; 3. workplace harassment of any kind; 4. discrimination; 5. wrongful failure to employ or promote; 6. wrongful discipline; 7. wrongful demotion or deprivation of career opportunity, including defamatory statements made in connection with an employee reference; 8. failure to grant tenure; 9. negligent evaluation; 10. failure to provide and enforce adequate workplace or employment policies and procedures; 11. wrongful retaliation; 12. employment related libel, slander,defamation,or invasion of privacy; 13. workplace bullying; 14. sexual harassment whether"quid pro quo", hostile work environment or otherwise; 15. negligent supervision, negligent training, negligent hiring or negligent retention;or 16. breach of any actual or alleged INDEPENDENT CONTRACTOR AGREEMENT. AA. ENVIRONMENTAL DAMAGE means physical injury to the atmosphere, structures, soil, surface water or groundwater arising from a POLLUTION CONDITION and resulting in CLEAN-UP COSTS. ENVIRONMENTAL DAMAGE does not include PROPERTY DAMAGE. BB. ENVIRONMENTAL PROFESSIONAL means an individual designated by the Company who is duly certified or licensed in a recognized field of environmental science as required by a state board, a professional association, or both. The Company shall consult with the FIRST NAMED INSURED in conjunction with the selection of the ENVIRONMENTAL PROFESSIONAL. The Company may require that such professional meet certain minimum qualifications and maintain errors and omissions insurance. CC. EXECUTIVE means,solely with regard to Coverage D,the INSURED'S: 1. Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Chief Information Security Officer; 2. General Counsel; PCM Manus(01 18) 3. Insurance Risk Manager; 4. General Partner, in the event an INSURED is organized as a partnership;or 5. Managing Member, in the event an INSURED is organized as a Limited Liability Corporation; or the respective functional equivalents of(1)through(5) above. DD. EXTENDED REPORTING PERIOD means the Automatic Extended Reporting Period or,if applicable,the Optional Extended Reporting Period described in Section V. of this Policy. EE. FIRST NAMED INSURED means the person or entity stated in Item 1. of the Declarations. FF. FRAUD LOSS means: 1. loss of MONEY and/or SECURITIES;or 2. solely with regard to TELECOMMUNICATIONS HACKING,the charges for unauthorized calls incurred by the INSURED. However, FRAUD LOSS does not mean any indirect or consequential damages;or unless this Policy is specifically endorsed to provide such coverage, any loss to the INSURED resulting from the transfer of any property of the INSURED(including but not limited to money or other financial assets)by an authorized person by reason of that person having been deceived by a third party, regardless of whether or not such deception involves electronic means and/or manipulation. GG. GREEN BUILDING MATERIALS mean any building products or construction materials that are recognized by The Leadership in Energy and Environmental Design(LEED®)or Energy Star as: (i) being environmentally preferable or sustainable;or(ii) providing enhanced energy efficiency. HH. IMMIGRATION PRACTICES VIOLATION means any actual or alleged violation of the Immigration Reform and Control Act of 1986(IRCA),any rule or regulations promulgated under IRCA,or any similar provision of any federal, state, local or foreign law. II. INCIDENT RESPONSE EXPERT means the firm retained by the INSURED or the Company pursuant to Section VII. of this Policy in connection with a DATA COMPROMISE. JJ. INDEPENDENT CONTRACTOR means any natural person, other than an EMPLOYEE, who performs services on behalf of the INSURED pursuant to an INDEPENDENT CONTRACTOR AGREEMENT. KK. INDEPENDENT CONTRACTOR AGREEMENT means any express contract or agreement between the INSURED and any INDEPENDENT CONTRACTOR, or any entity on behalf of an INDEPENDENT CONTRACTOR, governing the INSURED'S engagement of such INDEPENDENT CONTRACTOR. LL.INSURED means: 1. the FIRST NAMED INSURED; 2. any ADDITIONAL NAMED INSURED;and 3. solely with regard to Coverages A and B, any present or former director, officer, partner, member, employee, leased or temporary worker of the FIRST NAMED INSURED or any ADDITIONAL NAMED INSURED, while acting within the scope of his/her duties as such;and 4. any organization or entity, in existence at any time prior to the POLICY PERIOD, in which the FIRST NAMED INSURED has: (i) an ownership interest of fifty percent (50%) or more; or (ii) control over the management thereof;and 5. solely with regard to Coverage B, any joint venture in which the FIRST NAMED INSURED or any ADDITIONAL NAMED INSURED is named as a co-venturer, but solely to the extent such FIRST NAMED INSURED or ADDITIONAL NAMED INSURED is liable because of its performance CONTRACTING SERVICES provided under such joint venture;and PCM Manus(01 18) 6. solely with regard to Coverage B under this Policy and only when required by written contract, INSURED also includes: A. the client for whom the INSURED performs CONTRACTING SERVICES provided that such contract was signed by the INSURED and such client prior to the date the POLLUTION CONDITION first commenced. However,the client is included as an INSURED under this Policy solely to the extent that the client is found liable based upon CONTRACTING SERVICES negligently performed by an INSURED other than the client. No coverage will be provided for such entity's own negligence or strict liability; and B. any entity unrelated to the FIRST NAMED INSURED or any ADDITIONAL NAMED INSURED, provided that such contract was signed by the INSURED and the client for whom the INSURED performs CONTRACTING SERVICES prior to the date the POLLUTION CONDITION first commenced. However, such entity is included as an INSURED under this Policy solely to the extent that it is found liable based upon CONTRACTING SERVICES negligently performed by an INSURED other than such entity. No coverage will be provided for such entity's own negligence or strict liability. Coverage for such client or entity under this Policy shall not exceed the lesser of the following amounts: (i) the Limit of Liability required under such written contract;or (ii) the applicable Coverage B Limit of Liability of this Policy; and 7. Solely with regard to Coverages C and D, any INSURED PERSONS. However, INSURED does not include any DESIGN PROFESSIONAL. Notwithstanding Section IX.CONDITIONS, Item O. OTHER INSURANCE, and only when required by such written contract, the coverage afforded under this Policy for any person or entity who is an INSURED solely by reason of subparagraph 6. of the Definition of INSURED will apply as primary as to any other valid and collectible insurance available to such INSURED. MM. INSURED PERSONS means: 1. with regard to Coverages C and D: (a) all persons who were, now are, or shall be directors, officers, management committee members, members of the board of managers or natural person general partners of the INSURED; (b) all EMPLOYEES; 2. solely with regard to Coverage C, INDEPENDENT CONTRACTORS, but only if the INSURED provides indemnification to such INDEPENDENT CONTRACTORS in the same manner as provided to any EMPLOYEE of the INSURED. NN. JOB SITE means a location at which those services set forth in Part 1. of Definition O. CONTRACTING SERVICES are performed. JOB SITE also includes real property rented or leased by the INSURED during the course of performing CONTRACTING SERVICES, but only if such real property is utilized in direct support of such CONTRACTING SERVICES. However, JOB SITE does not include any other location that is managed, operated, owned, or leased by an INSURED or any subsidiary or affiliate of an INSURED, except for any such location that is managed, operated, owned, or leased solely by any person or organization that is an INSURED only by reason of subparagraph 6. of the definition of INSURED. 00. LEGAL EXPENSE means: 1. with regard to Coverages A and B, attorneys' fees and other charges and expenses incurred in the investigation, adjustment, defense, or settlement of any CLAIM for LOSS or CLEAN-UP COSTS, or in connection with the payment of any CLEAN-UP COSTS. For all included Coverages except Coverage D, LEGAL EXPENSE includes the fees and expenses of consultants, expert witnesses, accountants, court PCM Manus(01 18) reporters,and other vendors,for goods or services in connection with such investigation,adjustment,defense, or settlement,whether incurred by the INSURED,defense counsel,or the Company. LEGAL EXPENSE also includes costs of appeal bonds, and pre-judgment and post-judgment interest. LEGAL EXPENSE does not include salary charges of regular employees or officials of the Company,fees and expenses of supervisory counsel retained by the Company,or the time and expense incurred by the INSURED in assisting in the investigation or resolution of a CLAIM or in connection with CLEAN-UP COSTS, including but not limited to the costs of the INSURED's in-house counsel; 2. With regard to Coverages C and D,the: (a) reasonable and necessary legal fees, costs and expenses incurred in the investigation, defense or appeal of a CLAIM; (b) premium for an appeal,attachment or similar bond, but without any obligation to apply for and obtain such bond, in connection with a CLAIM;and (c) reasonable and necessary legal fees, costs and expenses incurred by the INSURED at the specific written request of the Company during the investigation,defense or appeal of a CLAIM; and 3. solely as regard to Coverage D,forensic fees incurred to investigate the cause of and/or to identify persons or entities affected by an intrusion of the COMPUTER SYSTEM which resulted in UNAUTHORIZED ACCESS to, UNAUTHORIZED USE of, loss of control over, or disclosure of, PROTECTED INFORMATION in the care, custody, or control of the INSURED or an independent contractor of the INSURED that is holding, processing or transferring such information on behalf of the INSURED. PP. LOSS means: 1. with regard to Coverages A.1 and A.2., a monetary judgment, award or settlement of: (a) compensatory damages;or (b) punitive, exemplary or multiplied damages,civil fines, penalties and assessments,where insurable by law. 2. with regard to Coverage A.3, the sum the INSURED is legally entitled to recover from the DESIGN PROFESSIONAL as determined by: (a) a final judgment by a court of competent jurisdiction; (b) a final award in an arbitration or other form of dispute resolution to which the INSURED must submit, or to which it submits with the Company's prior written consent;or (c) a settlement with the DESIGN PROFESSIONAL,which the INSURED makes with the Company's prior written consent. However,with regard to Coverage A, LOSS does not include any: (i) return, refund, or disgorgement of any INSURED's fee or other sum, whether or not the INSURED received it for PROFESSIONAL SERVICES, expenses,or otherwise; (ii) costs of complying with any injunctive or other equitable relief;or (iii) liquidated damages,whether such liquidated damages are pursuant to contract or otherwise. 3. with regard to Coverage B, a monetary judgment,award or settlement of: (a) compensatory damages;or PCM Manus(01 18) (b) punitive, exemplary or multiplied damages, civil fines, penalties and assessments,where insurable by law; because of BODILY INJURY or PROPERTY DAMAGE. 4. with regard to Coverage C: (a) judgments,including pre-judgment interest,post-judgment interest; (b) compensatory damages, punitive or exemplary damages, or the multiple portion of any multiplied damage award; (c) settlements; (d) liquidated damages awarded pursuant to the Age Discrimination in Employment Act, Family and Medical Leave Act or the Equal Pay Act; (e) back pay, front pay, CLAIMANT'S attorney's fees awarded by a court against an INSURED or agreed to by the Company in connection with a settlement (but only if such CLAIMANT'S attorney's fees are agreed to in writing by the Company at the time of or after a final settlement);or (f) LEGAL EXPENSE,as defined for Coverages C and D; However, LOSS does not include: (i) taxes or criminal or civil fines or penalties imposed by law;or (ii) any matter which may be deemed uninsurable under the law pursuant to which this Policy shall be construed. The enforceability of the foregoing coverage for punitive or exemplary damages or the multiple portion of any multiplied damage award shall be governed by the applicable law which most favors coverage. 5. with regard to Coverage D: (a) LEGAL EXPENSE,as defined for Coverages C and D; (b) solely with respect to any CLAIM other than a REGULATORY ACTION: (i) monetary damages,settlements or judgments; (ii) pre-judgment or post-judgment interest;and (iii) punitive or exemplary damages, or the multiple portion of any multiplied damages award, but only to the extent such damages are insurable under the applicable law most favorable to the insurability of such damages; and (c) solely with respect to a REGULATORY ACTION: (i) the amount paid to establish a consumer redress fund created as a result of a REGULATORY ACTION;or (ii) any civil fines or penalties imposed as a result of such REGULATORY ACTION. However, LOSS does not include:taxes;the return or repayment of fees,deposits,commissions or charges for goods or services;the costs incurred in the recall, re-performance or correction of services, CONTENT,goods or activities;the costs of the INSURED'S compliance with or any LOSS incurred as a result of an injunction or other equitable order or judgment,other than the amount paid to establish a consumer redress fund as a result of a REGULATORY ACTION; or civil or criminal fines or penalties, other than civil fines or penalties imposed as a result of a REGULATORY ACTION. MQ. MALICIOUS CODE means any virus,worm,Trojan horse,backdoor or similar malicious software program. PCM Manus(01 18) RR. MEDIATION means the process by which a neutral third party evaluates a CLAIM and provides non-binding recommendations in an effort to facilitate a resolution of such CLAIM. SS. MITIGATION COSTS mean the reasonable costs and expenses that are necessary to: 1. prevent further harm, injury or damage to persons or tangible property;or 2. reduce the INSURED's liability to any person or organization that is not an INSURED, but only if the INSURED expects to incur such liability as a direct result of an act,error or omission in the PROFESSIONAL SERVICES. However,MITIGATION COSTS do not include:(i)any of the INSURED's overhead,mark-up, profit or labor costs; (ii) any consequential damages or costs, including but not limited to delay damages, cost over-runs, lost profits, liquidated damages,or loss of use;or(iii)any work that is a betterment or exceeds the scope of the original project. TT. MOLD MATTER means mold, mildew, or any type or form of fungus, including any mycotoxins, spores, or byproducts produced or released by fungi. UU. MONEY means: 1. currency,including virtual currency(bitcoins),coins and bank notes in current use and having a face value; or 2. travelers checks, register checks and money orders held for sale to the public. VV. MULTIMEDIA ACTIVITY means: 1. the dissemination of CONTENT by the INSURED, by any form,method or medium of communication; 2. the creation or gathering of CONTENT by the INSURED;or 3. the dissemination of CONTENT by any party with whom the INSURED has entered into a written, oral or implied-in-fact indemnification or hold harmless agreement regarding such CONTENT. WW.MULTIMEDIA WRONGFUL ACT means any actual or alleged: 1. libel, slander, trade libel, product disparagement or any other defamation or harm to the character or reputation of any person or entity; 2. invasion or infringement of the right of privacy or publicity, including the torts of intrusion upon seclusion, publication of private facts,false light or misappropriation of name or likeness; 3. outrage or infliction of emotional distress; 4. dilution or infringement of title, slogan, trademark,trade name,trade dress,service mark or service name; 5. copyright infringement,plagiarism,or misappropriation of information,ideas or other similar property rights; or 6. piracy or unfair competition, but only if arising out of(1)through(5)above, resulting from any MULTIMEDIA ACTIVITY. XX. NETWORK DISRUPTON means: 1. SECURITY EVENT RELATED OUTAGE;or 2. VENDOR ERROR RELATED OUTAGE. However, NETWORK DISRUPTION does not mean an outage related to a THIRD PARTY NETWORK unless this Policy is specifically endorsed to cover such outage. PCM Manus(01 18) YY. NETWORK SECURITY WRONGFUL ACT means an actual or alleged negligent act, error or omission by or on behalf of the INSURED in the performance of the INSURED'S business that causes or fails to prevent: 1. UNAUTHORIZED ACCESS to or UNAUTHORIZED USE of the COVERED NETWORK; 2. the transmission of any MALICIOUS CODE from the COVERED NETWORK to a third party's computer systems; 3. BUSINESS IMPERSONATION;or 4. a NETWORK DISRUPTION. ZZ. NON-OWNED DISPOSAL SITE("NODS")means a location used for the treatment,storage,or disposal of waste, but only if: 1. the waste is generated by CONTRACTING SERVICES;and 2. the NODS is not managed,operated,owned,or leased by the INSURED or any subsidiary or affiliate of the INSURED;and 3. the NODS is permitted and/or licensed by any federal, state, local or provincial authorities to accept such material as of the date of the treatment,storage,or disposal; and 4. the NODS is not listed on a proposed or final Federal National Priorities List ("NPL") and any State or Provincial equivalent NPL, Superfund,or Hazardous Waste list prior to the treatment,storage, or disposal. AAA. PCI COMPLIANCE VIOLATION means alleged or actual violation of the applicable Payment Card Industry Data Security Standards(PCI-DSS) in effect when such violation is first discovered. BBB. POLICY PERIOD means the period stated in Item 2. of the Declarations. However, if this Policy is cancelled by either the FIRST NAMED INSURED or the Company,the policy period ends at the effective date and time of the cancellation. CCC. POLLUTANTS mean any solid, liquid,gaseous or thermal pollutant, irritant or contaminant, including but not limited to smoke, vapors,odors,soot,fumes,acids,alkalis,toxic chemicals,hazardous substances,petroleum hydrocarbons, waste, including medical, infectious, red bag, and pathological wastes, legionella, electromagnetic fields, MOLD MATTER and low-level radioactive waste and material. DDD. POLLUTION CONDITION means: 1. the discharge, dispersal, release, seepage, migration, or escape of POLLUTANTS into or upon land or structures thereupon, the atmosphere,or any watercourse or body of water including groundwater; 2. the illicit abandonment of contained or uncontained POLLUTANTS at a JOB SITE, but only if such abandonment was committed by a person(s) or entity(ies) other than an INSURED and without the knowledge of any RESPONSIBLE PERSON; 3. the existence of MOLD MATTER,on, at,or within a building or structure;and 4. the discharge, dispersal, release, or escape of methamphetamines or other chemicals associated with methamphetamine laboratories within a building or structure. EEE. PRIVACY WRONGFUL ACT means any actual or alleged: 1. negligent act, error or omission by or on behalf of the INSURED in the performance of the INSURED'S business that actually or allegedly causes or fails to prevent UNAUTHORIZED ACCESS to, UNAUTHORIZED USE of, loss of control over (including but not limited to the loss of any laptop, smartphone or other portable device that contains PROTECTED INFORMATION), or disclosure of, PROTECTED INFORMATION in the care, custody, or control of the INSURED or an INDEPENDENT CONTRACTOR of the INSURED that is holding, processing or transferring such information on behalf of PCM Manus(01 18) the INSURED; 2. violation of any federal, state, local or foreign law or regulation regarding the maintenance,protection, use or disclosure of PROTECTED INFORMATION;or 3. violation of any publicly stated policy of the INSURED relating to PROTECTED INFORMATION. FFF. PROFESSIONAL SERVICES mean: 1. solely with regard to Coverage A.1., any professional services performed by or on behalf of the INSURED in support of covered CONTRACTING SERVICES; 2. solely with regard to Coverage A.2.,design,design assist,engineering,or value engineering performed on behalf of the INSURED;or 3. solely with regard to Coverage A.3.,design,design assist,engineering,or value engineering performed by the DESIGN PROFESSIONAL. GGG. PROPERTY DAMAGE means: 1. physical injury to, or destruction of, the real property or tangible personal property of any: (a) person or organization that is not an INSURED;or(b)any person or organization that is an INSURED only by reason of subparagraph 6.of the definition of INSURED, including the resulting loss of use of such property;or 2. loss of use of such property that has not been physically injured or destroyed; 3. diminution in the value of such property;or 4. natural resource damage which means the physical injury to,or destruction of, as well as the assessment of such injury or destruction, including the resulting loss of value of 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 the Magnuson-Stevens Fishery Conservation and Management Act(16 U.S.C. 1801 et. seq.)), any State, Local or Provincial government, any foreign government, any Native American tribe,or, if such resources are subject to a trust restriction or alienation, any member of a Native American tribe. caused by a POLLUTION CONDITION.However, PROPERTY DAMAGE does not include CLEAN-UP COSTS or ENVIRONMENTAL DAMAGE. HHH. PROTECTED INFORMATION means: 1. any non-public personally identifiable information (including but not limited to personal health information), whether in electronic form or otherwise, which is protected from UNAUTHORIZED ACCESS, UNAUTHORIZED USE, or disclosure by any federal, state, local or foreign law or regulation or by any publicly stated policy of the INSURED;and 2. any confidential, non-public business information of a third party that is the subject of a confidentiality agreement between the INSURED and such third party. III. REGULATORY ACTION means a written request for information, civil investigation or administrative proceeding or civil proceeding brought by any local, state, federal or regulatory agency for any PRIVACY WRONGFUL ACT in connection with a DATA BREACH. However, REGULATORY ACTION shall not include any written request, investigation, or proceeding of any kind brought by or on behalf of the Securities and Exchange Commission or its functional equivalent in any foreign jurisdiction. JJJ. RELATED CLAIMS mean all CLAIMS arising from any of the same WRONGFUL ACTS or RELATED WRONGFUL ACTS, regardless of the number of claimants, INSUREDS or underlying transactions or events. KKK. RELATED EVENTS mean all DATA COMPROMISES which are based upon, arise out of,directly or indirectly result from, in consequence of, or in any way involve the same or a related series of facts, circumstances, situations,transactions or events,whether related logically,causally, or in any other way. PCM Manus(01 18) LLL. RELATED WRONGFUL ACTS mean WRONGFUL ACTS which are based upon, arise out of, directly or indirectly result from, in consequence of, or in any way involve the same or a related series of facts, circumstances,situations, transactions or events,whether related logically,causally, or in any other way. MMM. REPLACEMENT COSTS mean reasonable and necessary costs incurred by the INSURED, with the Company's written consent, to repair, restore or replace damaged real property or tangible personal property in order to restore the property to the condition it was in prior to it being damaged, but only if the damage to such real property or tangible personal property occurred in the course of incurring CLEAN-UP COSTS. REPLACEMENT COSTS includes the use of GREEN BUILDING MATERIALS. REPLACEMENT COSTS shall not exceed the actual cash value of such real property or tangible personal property prior to incurring the CLEAN-UP COSTS, plus the increased costs, if any, for GREEN BUILDING MATERIALS. For the purposes of this definition, actual cash value means replacement cost reduced by physical depreciation and obsolescence. NNN. REPUTATIONAL DAMAGE LOSS means the net profit or loss before income taxes the INSURED is prevented from earning due to REPUTATIONAL HARM and resulting in a measureable reduction of the INSURED'S sales. In determining the amount of net profit or loss, the Company will give due consideration to the net profit or loss earned by the INSURED before the REPUTATIONAL HARM and the INSURED'S probable net profit or loss if no REPUTATONAL HARM had occurred.The calculation of REPUTATIONAL DAMAGE LOSS shall be limited by the earlier of: 1. the date the INSURED'S gross revenues are restored to the level they had been prior REPUTATIONAL HARM;or 2. ninety(90) days from the date of the earliest REPUTATIONAL HARM. However, REPUTATIONAL DAMAGE LOSS does not include LOSS, FRAUD LOSS, BUSINESS INCOME LOSS, goodwill impairment, contractual penalties, liability to a third party, break-up fees, any other consequential losses or damages not mentioned above,or any related legal costs or expenses. 000. REPUTATIONAL HARM shall mean adverse media reporting related to a DATA COMPROMISE or CLAIM covered under Coverage D 1.or 2. REPUTATIONAL HARM shall not mean the media's ordinary dissemination of substitute notice of a DATA BREACH. PPP. REQUIRED INSURANCE means the minimum amount of professional liability insurance a DESIGN PROFESSIONAL must have available to them prior to commencing PROFESSIONAL SERVICES for or on behalf of the INSURED, as shown in the Declarations. In no event shall the initial sum of such insurance be less than the amount stated in the Declarations. It is a condition precedent to coverage hereunder that the INSURED require the DESIGN PROFESSIONAL to evidence such insurance and warrant that the minimum amount of insurance shown in the Declarations are fully available and unimpaired immediately prior to the date the PROFESSIONAL SERVICES begin. QQQ. RESPONSIBLE PERSON means: 1. any officer,director,or partner of the INSURED;or 2. the manager, foreman, or supervisor of the INSURED responsible for environmental or health and safety affairs,control or compliance. RRR. RESTORATION COSTS mean reasonable and necessary: 1. legal, security, or forensic fees, costs, and expenses to determine the scope and cause of DATA ASSET DAMAGE;or 2. costs incurred to restore control over DATA ASSETS or to replace,restore or recollect DATA ASSETS from written records or partially or fully matching DATA ASSETS due to their corruption or destruction from DATA ASSET DAMAGE. However,RESTORATION COSTS does not include any consequential losses or damages resulting from DATA ASSET DAMAGE. PCM Manus(01 18) SSS. RESTORATION PERIOD means the period of time which begins with the first instance of a NETWORK DISRUPTION and ends with the earlier of: 1. the point in time when the COVERED NETWORK returns to, or could have been restored with reasonable efforts to,substantially the level of operation that existed prior to such NETWORK DISRUPTION;or 2. exactly thirty (30) days from the first instance of the NETWORK DISRUPTION provided, however, RESTORATION PERIOD shall not include the WAITING PERIOD RETENTION. TTT. SECURITIES mean negotiable and nonnegotiable instruments or contracts representing MONEY and includes: 1. tokens, tickets, revenue and other stamps (whether represented by actual stamps or unused value in a meter) in current use;and 2. evidences of debt issued in connection with credit or charge cards, which cards are not issued by the INSURED. However, SECURITIES does not mean MONEY. UUU. SECURITY EVENT RELATED OUTAGE mean actual and measurable interruption, failure, degradation or delay in the performance of the COVERED NETWORK due to: 1. DATA ASSET DAMAGE resulting from MALICIOUS CODE introduced into the COVERED NETWORK by UNAUTHORIZED ACCESS or UNAUTHORIZED USE; 2. a denial of service attack upon the COVERED NETWORK;or 3. the INSURED'S suspension of its normal business activities conducted via the COVERED NETWORK for the purpose of avoiding or mitigating a DATA COMPROMISE or the possibility of transmitting MALICIOUS CODE to a third party. VVV. TELECOMMUNICATIONS HACKING means infiltration and manipulation of the telephone or fax system used by the INSURED in connection with its normal business activities. WWW. THIRD PARTY NETWORK means all the computer hardware, software, and networking equipment owned, leased, or operated by an entity or individual other than an INSURED, and, who is operating under contract with the INSURED or other entity to provide business process outsourcing services(including but not limited to call center services, database administration, and fulfillment services) and/or information technology services (including but not limited to hosting, co-location, software-as-a-service, infrastructure-as-a-service, and data storage) in support of the INSURED'S business operations. XXX. THIRD PARTY WRONGFUL ACT means, with regard to Coverage C, any actual or alleged discrimination, harassment or violation of any person's civil rights related to such discrimination or harassment by any INSURED,but only if alleged by a customer,client,supplier,distributor or other person who is not a CLAIMANT. YYY. UNAUTHORIZED ACCESS means access, whether physical or electronic, by a person or entity without permission. ZZZ. UNAUTHORIZED USE means: 1. any manner of use by an unauthorized person or entity; and 2. use in an unauthorized manner by an authorized person or entity. AAAA. VENDOR ERROR RELATED OUTAGE means an accidental, unintentional,or negligent, act,error or omission by an entity or individual other than an INSURED who is operating under contract with the INSURED to provide programing services (including but not limited to configuration, customization, data entry, development, deployment, modification, or maintenance) in support of the COVERED NETWORK, which directly results in an actual and measurable interruption, failure, degradation or delay in the performance of the COVERED NETWORK. VENDOR ERROR RELATED OUTAGE shall not mean the architecture,configuration, or design of any element of the COVERED NETWORK that has not proven stable in a live environment for more than thirty(30)days. PCM Manus(01 18) BBBB. WAITING PERIOD RETENTION means the Waiting Period stated in Item 3. of the Declarations. CCCC.WAGE AND HOUR VIOLATION shall mean any actual or alleged violation of the duties and responsibilities imposed upon an INSURED by any federal,state,local or foreign law or regulation,including but not limited to the Fair Labor Standards Act,California Labor Code,or any similar law(except the Equal Pay Act), which governs wage,hour and payroll practices. Such practices include but are not limited to: 1. the calculation and payment of wages,overtime wages,minimum wages and prevailing wage rates; 2. the calculation and payment of any benefits; 3. reimbursement of any business expenses; 4. the classification of any person or entity for wage and hour purposes; 5. garnishments,withholdings and other deductions from wages; 6. the use of child labor;or 7. the furnishing of pay stubs and wage statements. DDDD.WRONGFUL ACT means,with regard to Coverage C, any EMPLOYMENT PRACTICES WRONGFUL ACT or THIRD PARTY WRONGFUL ACT. As respects any coverage provided under Coverage D,WRONGFUL ACT shall mean any NETWORK SECURITY WRONGFUL ACT, PRIVACY WRONGFUL ACT, or MULTIMEDIA WRONGFUL ACT. SECTION III. TERRITORY This Policy applies only to a CLAIM first made or brought in, or a POLLUTION CONDITION or DATA COMPROMISE located within, the United States, its territories or possessions, Puerto Rico or Canada, but only if the INSURED's responsibility to pay for LOSS is determined in: A. a proceeding on the merits conducted in the United States,its territories or possessions,Puerto Rico or Canada; or B. a settlement agreed to by the Company. SECTION IV. EXCLUSIONS A. This Insurance does not apply to any LOSS, CLEAN-UP COSTS, MITIGATION COSTS, or LEGAL EXPENSE under Coverages A or B that is: 1. Asbestos based upon or arising out of the existence of, required removal of,or abatement of,asbestos in any form, including, but not limited to,products containing asbestos,asbestos fibers,asbestos dust,and asbestos containing materials. This exclusion does not apply: (a) to Coverage A.1., A.2., or A.3.;or (b) to Coverage B.1.(a);or (c) with respect to any coverage for those services set forth in Part 2. of Definition O. CONTRACTING SERVICES,to asbestos in any form,but only where the exposure occurs during the course of transportation as a result of a POLLUTION CONDITION that first commenced during the POLICY PERIOD;or (d) with respect to Coverage B.2., to asbestos in any form in soil or in any watercourse or body of water including groundwater. 2. Claims Against and Settlement with the Design Professional based upon or arising out of: (a) any settlement made by the INSURED and a DESIGN PROFESSIONAL without the Company's prior written consent;or PCM Manus(01 18) (b) attorneys'fees or other charges and expenses incurred by an INSURED in connection with any INSURED's CLAIM against a DESIGN PROFESSIONAL, including but not limited to charges and expenses for any related investigation, adjustment or appeal;or (c) any judgment or sum awarded against a DESIGN PROFESSIONAL by default,or by reason of that DESIGN PROFESSIONAL's failure or refusal to appear, plead,or defend itself or indemnify the INSURED. Subpart (c) of this exclusion does not apply if the INSURED and the Company agree on the LOSS the INSURED would have been legally entitled to recover had there been no such default,failure, or refusal. 3. Communicable Diseases based upon or arising out of any exposure to infected humans or animals, or contact with bodily fluids of infected humans or animals. 4. Contractual Liability based upon or arising from the INSURED's assumption,under any contract or agreement,of the liability of another. This exclusion does not apply to: (a) liability the INSURED would have had in the absence of the contract or agreement;or (b) solely with regard to Coverage B.1.,to liability for LOSS or CLEAN-UP COSTS assumed in a written contract that was signed by the INSURED and the INSURED's client prior to the date the POLLUTION CONDITION first commenced, but only if such liability arises directly from a POLLUTION CONDITION arising from CONTRACTING SERVICES or COMPLETED OPERATIONS and does not arise from the sole negligence of the client. 5. Criminal Fines, Penalties and Assessments based upon or arising out of any criminal fine,criminal penalty,or criminal assessment. 6. Discrimination based upon or arising out of discrimination by any INSURED on the basis of age, creed, disability, marital status, national origin, race, sex, sexual orientation, or any other unlawful or illegal basis.This exclusion does not apply to a CLAIM under Coverage A alleging that the INSURED's provision of, or failure to provide, PROFESSIONAL SERVICES resulted in the failure to make a reasonable accommodation under the Americans With Disabilities Act, or amendments thereto. 7. Employer's Liability/Workers'Compensation based upon or arising out of: (a) BODILY INJURY to any INSURED,or any employee of its parent,subsidiary or affiliate: (i) arising out of and incurred in the course of employment by such INSURED or its parent or subsidiary or affiliate;or (ii) who is performing duties related to the conduct of the INSURED's business;or (b) BODILY INJURY or pecuniary loss to the spouse,child,parent,brother or sister of such INSURED or employee of its parent,subsidiary or affiliate,as a consequence of Item(a)above. This exclusion applies whether an INSURED may be liable as an employer or in any other capacity, and to any obligation to share damages with or repay another who must pay damages as a result of the BODILY INJURY or pecuniary loss. However,this exclusion does not apply to liability for LOSS assumed by the INSURED in a written contract that was signed by the INSURED and the INSURED's client prior to the date the POLLUTION CONDITION first commenced, provided that the LOSS is only due to a POLLUTION CONDITION arising from CONTRACTING SERVICES and does not arise from the sole negligence of the client. 8. Faulty Workmanship/Own Work based upon or arising out of: PCM Manus(01 18) (a) the costs to repair or replace faulty workmanship, construction, fabrication, installation, assembly or remediation,if such faulty workmanship,construction,fabrication,installation,assembly or remediation was performed, in whole or in part, by an INSURED or an entity for whom an INSURED is legally responsible; or (b) LOSS under Coverage A.3. because of any workmanship performed by an INSURED that is not in accordance with drawings or specifications provided by a DESIGN PROFESSIONAL as they relate to any assembly, construction,erection,fabrication, installation or process. This exclusion does not apply to: (i) LOSS under Coverage A.1. or A.3. which arises from an actual or alleged act, error or omission in PROFESSIONAL SERVICES; (ii) MITIGATION COSTS under Coverage A.2.;or (iii) CLEAN-UP COSTS under Coverage B.1. 9. Hostile Acts based upon or arising out of any consequence,whether direct or indirect, of declared or undeclared war, invasion, act of foreign enemy, hostilities, civil war, rebellion, revolution, insurrection, or military or usurped power, or in defending against any one or more of those. 10. Insured vs.Insured based upon or arising out of any CLAIM by one INSURED against any other INSURED. This exclusion does not apply to a CLAIM: (a) made by a person or organization that is an INSURED only by reason of subparagraph 6.of the Definition of INSURED;or (b) that arises out of an indemnification given by one INSURED to another INSURED as specified in a contract that was submitted to and approved by the Company and added to this Policy by endorsement. 11. Insured's Property based upon or arising out of damage to: (a) real or personal property owned by, leased by, operated by, or loaned to an INSURED;or (b) personal property in the care,custody, or control of an INSURED, even if such damage is incurred to avoid or mitigate LOSS or CLEAN-UP COSTS which may be covered under this Policy. This exclusion does not apply to: (i) REPLACEMENT COSTS; (ii) damage to property owned, leased or operated by, or in the care, custody or control of, a person or organization that is an INSURED only by reason of subparagraph 6. of the Definition of INSURED;or (iii) damage to real property rented or leased by the INSURED during the course of performing those services set forth in Part 1. of Definition O. CONTRACTING SERVICES, but only if such real property is utilized in direct support of such CONTRACTING SERVICES. 12.Intentional Acts based upon or arising out of: PCM Manus(01 18) (1) a POLLUTION CONDITION that results from any RESPONSIBLE PERSON's intentional disregard of, or deliberate, willful, or dishonest non-compliance with, any statute, regulation, ordinance, administrative complaint,notice letter,or instruction issued by or on behalf of any governmental agency or representative; or (2) any dishonest,criminal,fraudulent,intentional misrepresentation,knowingly wrongful conduct,or negligent misrepresentation,on the part of, or at the direction of, any INSURED, in the performance of, or failure to perform, PROFESSIONAL SERVICES. 13. Known Conditions based upon or arising out of any POLLUTION CONDITION,or out of any actual or alleged act,error or omission in PROFESSIONAL SERVICES,that was known by,or reported to,any RESPONSIBLE PERSON and not specifically reported, in writing,to the Company prior to: (a) the beginning of the POLICY PERIOD;or (b) the effective date of any endorsement issued by the Company adding to this Policy any: (i) CONTRACTING SERVICES not covered by this Policy as of the first day of the POLICY PERIOD; or (ii) PROFESSIONAL SERVICES not covered by this Policy as of the first day of the POLICY PERIOD. Any such POLLUTION CONDITION, or actual or alleged act, error or omission in PROFESSIONAL SERVICES, specifically reported,in writing,to the Company,which is not otherwise excluded under this Policy by endorsement, is deemed to be first discovered on the date the CONTRACTING SERVICES or PROFESSIONAL SERVICES,as applicable,were added to this Policy. 14. Naturally Occurring Materials based upon or arising out of the existence, required removal,or abatement, of any naturally occurring material(s). This exclusion does not apply: (a) where such substances are present at, or migrate from, a JOB SITE because of CONTRACTING SERVICES; (b) to silt and sediment that migrate from a JOB SITE because of CONTRACTING SERVICES;or (c) to MOLD MATTER. 15. Other Businesses based upon or arising out of any INSURED's status, duties, or involvement as an officer,director,partner, member, participant,stockholder,employer or employee of any business or organization that is not stated in the Declarations or otherwise designated as or added to this Policy as an INSURED. 16. Prior Claims based upon or arising out of any CLAIM reported under any insurance policy that was both: (i) in effect before the beginning of the POLICY PERIOD;and(ii) issued by an entity other than the Company. 17. Products Liability based upon or arising out of goods or products: (a) designed, manufactured,sold,handled,distributed,altered or repaired by the INSURED, by others trading under the INSURED's name, or by any DESIGN PROFESSIONAL, including any container thereof, any failure to warn,or any reliance upon a representation or warranty made at any time with respect thereto;or (b) fabricated or installed by the INSURED or by any DESIGN PROFESSIONAL, unless a POLLUTION CONDITION arises from the fabrication or installation of such goods or products as part of CONTRACTING PCM Manus(01 18) SERVICES. 18. Retroactive Date based upon or arising out of: (a) any POLLUTION CONDITION that first commenced prior to the Retroactive Date set forth in the Declarations or as otherwise applicable, including any further dispersal, migration or movement of that POLLUTION CONDITION on or after that date;or (b) an actual or alleged act, error or omission in PROFESSIONAL SERVICES that first commenced prior to the Retroactive Date set forth in the Declarations or as otherwise applicable, including any continuous or related actual or alleged act(s),error(s) or omission(s)on or after that date. 19. Related Entities and/or Individuals based upon or arising out of a CLAIM made by any person or entity: (a) that wholly or partially owns an INSURED; (b) in which an INSURED owns an interest in excess of twenty percent(20%); (c) that is managed,operated or otherwise controlled by an INSURED;or (d) in which an INSURED is a principal,officer or director. 20. Surety,insurance or Bonding based upon or arising out of obtaining, requiring, acquiring,or maintaining any form of surety, insurance or bond, or any failure to do any of those. 21. Vehicles based upon or arising out of the ownership, maintenance, use, operation, loading or unloading of any AUTOMOBILE, aircraft, watercraft, rolling stock or any other form of transportation, including any cargo carried thereby, beyond the legal boundaries of a JOB SITE.This exclusion does not apply to Coverage B. 1. 22. Wage and Wage Related Payments based upon or arising out of the actual or alleged failure to pay,afford,or cause to be paid or afforded,to any person or entity,in whole or in part,any wages,earnings,compensation, merit pay,overtime pay,commissions, benefits or other remuneration, including but not limited to any such wages or benefits actually or allegedly due under any contract or pursuant to the Fair Labor Standards Act,the California Labor Code,the Davis-Bacon and Related Acts, Service Contract Act,Contract Work Hours and Safety Standards Act,Family Medical Leave Act,or any jurisdiction's prevailing wage act, labor laws or similar statutes. 23. Warranties/Cost Estimates based upon or arising out of any express warranty or guarantee. This exclusion does not apply to a warranty or guarantee by the INSURED that its CONTRACTING SERVICES or PROFESSIONAL SERVICES conform to generally accepted standards. B. This Insurance does not apply to any LOSS,LEGAL EXPENSE,or any other coverage afforded under Coverage C or D that is: 1. Chargebacks solely with regard Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of,or in any way involving any chargebacks of payment card transactions made or processed by the COMPANY. However, this exclusion does not apply to ASSESSMENTS in connection with PCI COMPLIANCE VIOLATIONS. 2. Contractual Liability (a) with regard to Coverage C,and other than LEGAL DEFENSE: (1) for any obligation of the INSURED as a result of a CLAIM seeking relief or redress in any form other than PCM Manus(01 18) money damages, including but not limited to any obligation of the INSURED to modify any building or property;or (2) for any obligation of the INSURED to pay: (i) salary,wages or other employment-related benefits to any EMPLOYEE pursuant to an express contract unless such obligation would exist absent the contract; (ii) compensation earned by an EMPLOYEE in the course of employment but not paid by the INSURED including any unpaid salary, bonus, wages, severance pay, retirement benefits, vacation days or sick days; provided, however,this exclusion does not apply to front pay and back pay;or (iii) any money, benefits or other consideration to any INDEPENDENT CONTRACTOR pursuant to any INDEPENDENT CONTRACTOR AGREEMENT. (b) with regard to Coverage D, based upon or arising from any actual or alleged breach of any express or implied contract, agreement, warranty or guarantee, including any express or implied contract or agreement to pay royalties or to account for same. However,this exclusion does not apply to: (1) any liability that an INSURED would have incurred in the absence of such contract, agreement, warranty or guarantee; (2) a NETWORK SECURITY WRONGFUL ACT or PRIVACY WRONGFUL ACT when the actual or alleged breach of contract or agreement is to secure or maintain PROTECTED INFORMATION; (3) any ASSESSMENT the INSURED incurs as a result of a PCI COMPLIANCE VIOLATION;or (4) a MULTIMEDIA WRONGFUL ACT, if the breach of a written,oral or implied-in-fact indemnification or hold harmless agreement between the INSURED and any party disseminating CONTENT by or on behalf of the INSURED arises out of the dissemination of such CONTENT. 3. Criminal Fines,Penalties and Assessments brought about or contributed to by: (a) any INSURED gaining any personal profit, financial advantage or remuneration to which they were not legally entitled;or (b) the deliberately fraudulent or deliberately criminal acts of any INSURED. However, this exclusion does not apply unless and until there is a final, non-appealable adjudication as to such conduct in the underlying proceeding. For acts or omissions of an INSURED which are considered a criminal violation in a Foreign Jurisdiction that are not considered a criminal violation in the United States of America or the imposition of a criminal fine or criminal sanction in such Foreign Jurisdiction will not trigger this exclusion. For purposes of this exclusion, Foreign Jurisdiction shall mean any jurisdiction,other than the United States of America or any of its territories or possession. 4. Discrimination with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any actual or alleged harassment or discrimination of any kind. 5. Employer's Liability/Workers'Compensation for any actual or alleged: (a) bodily injury, sickness, disease, or death of any person with the exception of mental anguish or emotional distress; (b) damage to or destruction of any tangible property, including the loss of use thereof;or (c) non-employment related invasion of privacy, wrongful entry, eviction, false arrest, false imprisonment, malicious prosecution, libel or slander. 6. Mechanical Failure PCM Manus(01 18) solely with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of,or in any way involving: (a) the mechanical failure of a COMPUTER SYSTEM as a result of routine wear and tear;or (b) the interruption or disruption of any infrastructure service or utility supplied by a third party (including but not limited to power,water,gas,communications or connectivity). However,this exclusion does not apply to a CLAIM for a PRIVACY WRONGFUL ACT or a NETWORK SECURITY WRONGFUL ACT. 7. Former Insureds solely with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any WRONGFUL ACT committed by any INSURED or its INSURED PERSONS, or any DATA COMPROMISE involving an INSURED discovered, subsequent to the date such INSURED ceased to be an INSURED due to sale, merger,divestiture or other similar event. 8. Hostile Acts solely with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of,or in any way involving: (a) any fire, smoke, explosion, lightning, wind,flood, earthquake, volcanic eruption,tidal wave, landslide, hail or act of God or any other physical event, however caused; provided, however, this exclusion does not apply to a CLAIM for a PRIVACY WRONGFUL ACT or a NETWORK SECURITY WRONGFUL ACT;or (b) any lawful or unlawful seizure, confiscation, nationalization or other expropriation undertaken by a governmental authority,whether foreign or domestic, provided, however,this exclusion does not apply to a CLAIM for a PRIVACY WRONGFUL ACT or a NETWORK SECURITY WRONGFUL ACT. 9. Insured vs.Insured solely with regard to Coverage D,based upon or arising out of any CLAIM brought by or on behalf of: (a) any other INSURED,or any other natural person or entity for whom or which an INSURED is legally liable; provided,however,this exclusion does not apply to an otherwise covered CLAIM by an INSURED PERSON alleging a NETWORK SECURITY WRONGFUL ACT or PRIVACY WRONGFUL ACT; (b) any entity which is a parent,affiliate,joint venture, co-venturer, or partner of any INSURED;or (c) any entity directly or indirectly controlled,operated or managed by an INSURED. 10. Bodily Injury/Property Damage (a) with regard to Coverage C,for any actual or alleged: (1) bodily injury, sickness, disease,or death of any person with the exception of mental anguish or emotional distress; (2) damage to or destruction of any tangible property,including the loss of use thereof;or (3) non-employment related invasion of privacy, wrongful entry, eviction, false arrest, false imprisonment, malicious prosecution, libel or slander;and (b) with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any actual or alleged bodily injury or damage to or destruction of tangible property. 11. Intentional Acts (a) with regard to Coverage C, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any actual or alleged: (1) gaining of any personal profit, financial advantage or remuneration by any INSURED to which they were not legally entitled;or PCM Manus(01 18) (2) deliberately fraudulent or deliberately criminal acts of any INSURED. However, this exclusion does not apply unless and until there is a final,non-appealable adjudication as to such conduct in the underlying proceeding. For acts or omissions of an INSURED which are considered a criminal violation in a Foreign Jurisdiction that are not considered a criminal violation in the United States of America or the imposition of a criminal fine or criminal sanction in such Foreign Jurisdiction will not trigger this exclusion. For purposes of this exclusion, Foreign Jurisdiction shall mean any jurisdiction,other than the United States of America or any of its territories or possession. (b) with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of,or in any way involving any actual or alleged: (1) dishonest,fraudulent or intentional act(s)of any INSURED;or (2) gain of any profit, remuneration or advantage to which such INSURED is not legally entitled. However: (i) such act(s) by an EMPLOYEE shall not be imputed to any other INSURED with respect to part(b) of this Exclusion;and (ii) part (b) of this Exclusion does not apply to LEGAL EXPENSE, unless and until there is either an admission by an INSURED as to such conduct or there is a final adjudication or adverse finding of fact against an INSURED as to such conduct, at which time, the Company shall be entitled to reimbursement of any LEGAL EXPENSE. 12. Known Conditions with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of,or in any way involving: (a) a DATA COMPROMISE first discovered prior to the earlier of the: (1) Inception Date as set forth in Item 2.of the Declarations;or (2) Inception date of the first insurance policy issued to the FIRST NAMED INSURED of which this Policy, in whole or in part, is a direct or indirect renewal or replacement;or (b) any WRONGFUL ACT of which any EXECUTIVE had knowledge prior to the earlier of the: (1) Inception Date as set forth in Item 2.of the Declarations;or (2) Inception date of the first insurance policy issued to the FIRST NAMED INSURED of which this Policy, in whole or in part, is a direct or indirect renewal or replacement; 13. Non-Covered Cyber Expense or LOSS with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving: (a) any amounts incurred by any INSURED prior to the date a CLAIM or DATA COMPROMISE is reported to the Company pursuant to Section VII.; (b) any of the INSURED'S overhead expenses(including but not limited to compensation or benefits);provided, part (b) of this exclusion does not apply to BUSINESS INCOME LOSS otherwise covered pursuant to Coverage D. 1. (iii); (c) any expenses to improve, restore, replace or update the COMPUTER SYSTEM and/or DATA ASSET to a level beyond that which existed prior to any DATA COMPROMISE or WRONGFUL ACT, or to identify, correct or remediate any software errors,vulnerabilities, or deficiencies; (d) any expense incurred to research and develop DATA ASSETS; (e) the economic or market value of a DATA ASSET, including trade secrets;or (f) any BUSINESS INCOME LOSS arising in whole or in part from any VENDOR ERROR RELATED OUTAGE PCM Manus(01 18) first discovered. (1) prior to the POLICY PERIOD;or (2) within ninety(90)days of the policy's effective date. 14. Other Businesses with regard to Coverage C, for any WRONGFUL ACT of any INSURED PERSONS in their capacity as a director, officer,trustee, regent or governor of any entity other than the INSURED,even if directed or requested to serve as a director, officer,trustee or governor of such entity; 15. Pollution with regard to Coverage C, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving actual or alleged seepage,pollution,radiation,emission,contamination or irritant of any kind, including but not limited to any POLLUTANTS. However,this exclusion does not apply to any CLAIM for retaliation. 16. Pornography with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of,or in any way involving any CONTENT deemed pornographic by the Company. 17. Price Fixing with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of,or in any way involving any actual or alleged price fixing, restraint of trade,or monopolization. 18. Prior Claims (a) with regard to Coverage C, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of,or in any way involving any WRONGFUL ACT or any fact,circumstance or situation which has been the subject of any notice given and accepted or CLAIM reported under any other policy that provided employment practices liability coverage of which this Policy in whole or in part is a direct or indirect renewal or replacement;or (b) With regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any WRONGFUL ACT or DATA COMPROMISE which, before the Inception Date as set forth in Item 2.of the Declarations,was the subject of any notice given by or on behalf of any INSURED under any other insurance policy. 19. Prizes,Awards or Gambling with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of,or in any way involving any awards, coupons,gambling,or prizes. However,this exclusion does not apply to a CLAIM for a PRIVACY WRONGFUL ACT. 20. Products Liability with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of,or in any way involving any actual or alleged inaccurate, inadequate, or incomplete description of the price of goods, products,or services. 21. Prior and Pending Date (a) with regard to Coverage C, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any prior and/or pending civil, criminal, administrative, arbitration or investigative proceeding involving any INSURED, including any proceeding brought by or before the EEOC or any similar state, local or foreign agency, as of the date set forth in Item 6. the Declarations, or any fact, circumstance or situation underlying or alleged in such proceeding;or (b) with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of,or in any way involving any WRONGFUL ACT underlying or alleged in any prior and/or pending litigation or administrative or regulatory proceeding of which any INSURED had received notice before the Prior and Pending Litigation Exclusion Date as set forth in Item 6.of the Declarations; 22. Statutory Violations/Governmental Investigations PCM Manus(01 18) (a) with regard to Coverage C, based upon or arising out of any actual or alleged violation of the Employee Retirement Income Security Act of 1974 (except Section 510), the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, any amendments to any of these acts or any rules or regulations promulgated under these acts or any similar provisions of any federal,state, local or foreign law. However,this exclusion does not apply to any CLAIM alleging retaliation for the exercise of any rights under such laws under Coverage C;or (b) with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of,or in any way involving: (1) any actual or alleged violation of the Telephone Consumer Protection Act, or any other similar state, local, foreign (including but not limited to CAN-SPAM) or federal statutes or regulations relating to unsolicited facsimile transmissions,email transmissions,text message transmissions and/or telephone communications to any person or entity; (2) any investigation or proceeding by a federal, state, foreign or local regulatory agency or other governmental body concerning a potential violation of any federal, state, foreign or local law or regulation;provided, however,this exclusion shall not apply to a REGULATORY ACTION. 23. Theft solely with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of,or in any way involving any actual or alleged misappropriation,infringement or theft,or inducement of any misappropriation,infringement or theft,of any patent or trade secret belonging to an individual or entity other than an INSURED. However,this exclusion does not apply to a CLAIM for a PRIVACY WRONGFUL ACT. 24. Value of Financial Instruments/Contract solely with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of,or in any way involving any actual or alleged loss of or drop in the value of any financial instruments or contracts representing money or other property. 25. Wage and Wage Related Payments (a)solely with regard to Coverage C, based upon or arising out of any WAGE AND HOUR VIOLATION. However, this exclusion does not apply until the Sublimit of Liability noted in Item 3. of the Declarations for LEGAL EXPENSE for any CLAIM arising out of any WAGE AND HOUR VIOLATION is exhausted. Additionally, this Exclusion does not apply to any CLAIM alleging retaliation for the exercise of any rights under laws or regulations as noted within a WAGE AND HOUR VIOLATION;and (b)solely with regard Coverage D,based upon or arising out of any WAGE AND HOUR VIOLATION. SECTION V. EXTENDED REPORTING PERIOD The provisions of Section V. apply to any and all coverage provided by this Policy, or by any endorsement issued by the Company,that applies on a Claims Made and Reported basis. However,this Section V.does not apply to Coverage D. 1. or 3. A. Automatic Extended Reporting Period In the event of the termination of this insurance before the expiration date shown in Item 2.of the Declarations,the INSURED shall be entitled to a ninety (90) day Automatic Extended Reporting Period for no additional premium. The Automatic Extended Reporting Period will only apply to: 1. a CLAIM first made against the INSURED during the POLICY PERIOD and reported to the Company, in writing,during the ninety (90)days immediately following the effective date of such termination. Any such CLAIM will be deemed to have been made on the last day of the POLICY PERIOD, provided the CLAIM is otherwise covered by this Policy; 2. a CLAIM first made by the INSURED against a DESIGN PROFESSIONAL during the POLICY PERIOD and reported to the Company, in writing, during the ninety (90) days immediately following the effective date of such termination. Any such CLAIM will be deemed to have been made on the last day of the POLICY PERIOD,provided the CLAIM is otherwise covered by this Policy;and PCM Manus(01 18) 3. a CLAIM first made: (a) against the INSURED; or (b) by the INSURED against the DESIGN PROFESSIONAL and reported to the Company,in writing,during the ninety(90)days immediately following the effective date of such termination. Any such CLAIM will be deemed to have been made on the last day of the POLICY PERIOD, provided the CLAIM arises from: (i) a POLLUTION CONDITION that is first discovered and reported to the Company, in writing, prior to such termination, and otherwise covered by this Policy;or (ii) an actual or alleged act, error or omission in PROFESSIONAL SERVICES performed prior to the end of the POLICY PERIOD,and that is otherwise covered by this Policy. The Automatic Extended Reporting Period does not apply where:(1) the Policy is terminated for fraud or non- payment of premium; or(2) the INSURED has purchased other insurance to replace the insurance provided under this Policy. For the purposes of Section V.A. —Automatic Extended Reporting Period, under this Policy: 1. either cancellation or non-renewal shall be deemed to be a termination of this insurance; and 2. in the event of non-renewal, the expiration date shown in the Declarations shall be deemed the effective date of the termination. B. Optional Extended Reporting Period The FIRST NAMED INSURED shall be entitled to purchase an Optional Extended Reporting Period upon cancellation or non-renewal of the Policy,subject to the following terms and conditions: The FIRST NAMED INSURED shall be entitled to purchase an Optional Extended Reporting Period upon payment of an additional premium of not more than 200%of the full Policy Premium. The Optional Extended Reporting Period shall be effective for three (3) consecutive three-hundred and sixty-five (365)day periods commencing immediately following the effective date of cancellation or non-renewal.The FIRST NAMED INSURED must elect to purchase this Optional Extended Reporting Period, in writing, not later than thirty (30) days after expiration in the case of non-renewal or prior to cancellation in the case of cancellation. The Automatic Extended Reporting Period of ninety(90)days will be merged into this Optional Extended Reporting and is not in addition to it. The Optional Extended Reporting Period will only apply to each CLAIM: 1. first made against the INSURED during the Optional Extended Reporting Period; or 2. by the INSURED against the DESIGN PROFESSIONAL, but only by reason of: (i) a POLLUTION CONDITION that is first discovered and reported to the Company, in writing, during the POLICY PERIOD and otherwise covered by this Policy;or (ii) an actual or alleged act, error or omission in PROFESSIONAL SERVICES performed prior to the end of the POLICY PERIOD, and that is otherwise covered by this Policy; or (iii)with regard to Coverage C and Coverage D Insuring Agreement 2., with respect to a WRONGFUL ACT committed or allegedly committed before the end of the POLICY PERIOD and otherwise covered by this Policy. The Optional Extended Reporting Period does not apply where:(1)the Policy is terminated for fraud or non-payment of premium;or(2)the INSURED has purchased other insurance to replace the insurance provided under this Policy. For the purposes of Section V.B.—Optional Extended Reporting Period under this Policy: PCM Manus(01 18) 1. either cancellation or non-renewal shall be deemed to be a termination of this insurance;and 2. in the event of non-renewal, the expiration date shown in the Declarations shall be deemed the effective date of the termination. It is a condition precedent to the operation of the rights granted under Section V.B.that payment of the appropriate premium shall be made not later than thirty (30) days after expiration in the case of non-renewal or prior to cancellation in the case of cancellation. For purposes of Section V., the Company's quotation of different Limits of Liability, Self-Insured Retentions, terms or conditions shall not be construed as either a termination of, or a decision not to renew,this Policy. SECTION VI. LIMIT OF LIABILITY AND SELF-INSURED RETENTION Part 1 -COVERAGES A and B ONLY A. The Limits of Liability and Self-Insured Retention shown in the Declarations and the rules below fix the most the Company will pay regardless of the number of INSUREDs, CONTRACTING SERVICES, PROFESSIONAL SERVICES, POLLUTION CONDITIONs,CLAIMs made,or persons or organizations making a CLAIM. B. For purposes of this Policy: (1) the same or related POLLUTION CONDITIONs at any one JOB SITE shall be deemed a single POLLUTION CONDITION;and(2)all of a group or series of related or connected actual or alleged acts,errors and omissions in PROFESSIONAL SERVICES shall be deemed a single actual or alleged act,error or omission in PROFESSIONAL SERVICES. C. This Policy will pay covered LOSS, CLEAN-UP COSTS, MITIGATION COSTS, LEGAL EXPENSE or any other coverages afforded under this Policy or any endorsements attached hereto only: (1) in excess of the applicable Self-Insured Retention Amount set forth in the Declarations;and(2)subject to the applicable Limit of Liability stated in the Declarations and the other terms and conditions of this Policy. However,if a CLAIM is made against the INSURED by an entity with whom the INSURED has,prior to such CLAIM, entered into a written contract that requires a Self-Insured Retention that is less than the Self-Insured Retention Amount specified in the Declarations of this Policy,then the Self-Insured Retention applicable to such CLAIM shall be such lesser amount (hereinafter referred to as "the lesser Self-Insured Retention"). Under all such circumstances, the INSURED hereby agrees to promptly reimburse the Company for the difference between the lesser Self-Insured Retention amount specified on the evidence of insurance document and the Self-Insured Retention Amount specified in the Declarations to the extent the Company pays an amount on behalf of the INSURED in excess of the lesser Self-Insured Retention. The Company's obligation to indemnify the INSURED for LOSS under Coverage A.3 of this Policy is subject to the applicable Limit of Liability stated in the Declarations and the other terms and conditions of this Policy. The Company's obligation to indemnify the INSURED for LOSS under Coverage A.3. does not begin until full payment of the REQUIRED INSURANCE has been made by the carrier issuing such coverage and the INSURED has paid the applicable Self-Insured Retention. However,if the full REQUIRED INSURANCE is not available due to the prior reduction or exhaustion of its limits of liability,then the Company's obligation to indemnify the INSURED shall attach in excess of any remaining REQUIRED INSURANCE. If the REQUIRED INSURANCE is not available because the policy was cancelled,then the Company's obligation to indemnify the INSURED shall attach only in excess of the amount of REQUIRED INSURANCE set forth in the Declarations. D. The Self-Insured Retention Amount is to be borne by the INSURED and is not to be insured unless the Company has expressed its prior consent, in writing, to the FIRST NAMED INSURED. If the same or related POLLUTION CONDITIONs or any one actual or alleged act, error or omission, or out of any one group or series of related or connected actual or alleged acts, errors and omissions, in PROFESSIONAL SERVICES, could result in coverage under more than one coverage section for which a limit is stated in the Declarations, or under any other coverage afforded under this Policy,only the single highest Self-Insured Retention amongst such applicable coverages shall apply to that POLLUTION CONDITION or actual or alleged act,error or omission in PROFESSIONAL SERVICES, as applicable. The Company agrees that actual payments made to the DESIGN PROFESSIONAL by the carrier issuing the PCM Manus(01 18) REQUIRED INSURANCE will erode the Self Insured-Retention Amount due under Coverage A.3.of this Policy,but only if such payments were made because of the same actual or alleged act,error or omission in PROFESSIONAL SERVICES performed by the DESIGN PROFESSIONAL for which coverage is afforded to an INSURED under this Policy. No other Self-Insured Retention Amount due under this Policy may be insured and shall be borne by the Insured. E. Subject to Items H.and I.below,the Each POLLUTION CONDITION Limit set forth in the Declarations is the most the Company will pay for the sum of all LOSS, CLEAN-UP COSTS, and LEGAL EXPENSE under each applicable section of Coverage B,arising out of the same or related POLLUTION CONDITIONs. F. Subject to Items H. and I.below,the Each Act, Error or Omission Limit set forth in the Declarations is the most the Company will pay for the sum of all LOSS and LEGAL EXPENSE under Coverage A. 1.or 3. arising out of any one actual or alleged act, error or omission, or out of any one group or series of related or connected actual or alleged acts,errors and omissions, in PROFESSIONAL SERVICES. If any one actual or alleged act, error or omission, or any one group or series of related or connected actual or alleged acts, errors or omissions, in PROFESSIONAL SERVICES results in a CLAIM or LOSS under more than one section of Coverages A, it shall be considered a single CLAIM or LOSS and shall be subject to one Each Act, Error or Omission Limit and one Self-Insured Retention. Only the single highest Self-Insured Retention amongst the different sections of Coverages A shall apply to that actual or alleged act,error or omission in PROFESSIONAL SERVICES. In no event will the Company pay LOSS under more than one section of Coverage A that the Company deems, in its sole discretion,to be duplicative in nature. G. Subject to Items H. and I. below, the Each Act, Error or Omission Limit stated in the Declarations is the most the Company will pay for all MITIGATION COSTS under Coverage A. 3. arising out of any one actual act, error or omission, or out of any one group or series of related or connected actual acts, errors and omissions, in PROFESSIONAL SERVICES. Further, in the event there is a CLAIM made against the INSURED under Coverage A.1.: (a) that arises out of the same or related PROFESSIONAL SERVICES for which the INSURED has previously undertaken corrective measures in accordance with Coverage A.2.;and (b) for which coverage is thereafter afforded under Coverage A.1. of this Policy, then the INSURED's Self-Insured Retention obligation for such CLAIM shall be reduced to the extent of costs paid by the INSURED pursuant to its Self-Insured Retention obligation for Coverage A.2. H. Subject to Item I.below,the Coverage Section Aggregate Limit set forth in the Declarations is the most the Company will pay for the sum of all LOSS, CLEAN-UP COSTS, MITIGATION COSTS and LEGAL EXPENSE under each coverage section stated in the Declarations, or under any other coverages afforded under this Policy. I. The Company's total liability for the sum of all LOSS,CLEAN-UP COSTS,MITIGATION COSTS,LEGAL EXPENSE and any other coverage afforded under this Policy,shall not exceed the Policy Aggregate Limit of Liability as stated in the Declarations. J. With regard to Coverages afforded under this Policy: 1. on a claims-made and reported basis, any LOSS, CLEAN-UP COSTS, LEGAL EXPENSE or any other coverages afforded under this Policy or any endorsements attached hereto, incurred and reported to the Company, in writing, over more than one policy period, and resulting from the same or related POLLUTION CONDITIONs, shall be considered a single POLLUTION CONDITION. The associated LOSS, CLEAN-UP COSTS, LEGAL EXPENSE or any other coverage afforded under this Policy or any endorsements attached thereto will be subject to the same Limit of Liability and Self-Insured Retention Amount(s) as indicated in the Policy in effect at the time the POLLUTION CONDITION was first reported to the Company, in writing. PCM Manus(01 18) 2. on an occurrence basis, progressive, indivisible BODILY INJURY, PROPERTY DAMAGE or ENVIRONMENTAL DAMAGE that occurs over more than one policy period and results from the same or related POLLUTION CONDITIONs, shall be considered to have occurred only in the policy period in which the first exposure to the POLLUTION CONDITION takes place. If the date of that first exposure: (i) is prior to the beginning of the Policy Period of the first policy issued to the INSURED by the Company that contains coverage that is the same or substantially similar to that contained in Coverages afforded under this Policy on an occurrence basis;or(ii)cannot be determined,then such progressive,indivisible BODILY INJURY,PROPERTY DAMAGE or ENVIRONMENTAL DAMAGE shall be considered to have occurred only on the first day of the Policy Period of the first policy issued to that INSURED by the Company that contains coverage that is the same or substantially similar to that contained in Coverages afforded under this Policy on an occurrence basis. K. Any LOSS,CLEAN-UP COSTS, MITIGATION COSTS, LEGAL EXPENSE or any other coverages afforded under this Policy, incurred and reported to the Company, in writing, over more than one POLICY PERIOD,and resulting from the same or related POLLUTION CONDITION,or out of any one group or series of related or connected actual or alleged acts, errors and omissions in PROFESSIONAL SERVICES, shall be considered a single POLLUTION CONDITION or a single actual or alleged act, error or omission in PROFESSIONAL SERVICES,respectively.The LOSS, CLEAN-UP COSTS, LEGAL EXPENSE or any other coverage afforded under this Policy will be subject to the same Limit of Liability and Self-Insured Retention Amount(s)in effect at the time the POLLUTION CONDITION, or actual or alleged act,error or omission in PROFESSIONAL SERVICES, as applicable,was first reported to the Company, in writing. L. The Limits of Liability set forth in Item 3.of the Declarations are inclusive of LEGAL EXPENSE. An additional Limit for LEGAL EXPENSE will apply to Coverages A and B. However, this additional Limit is: 1. subject to the Self-Insured Retention set forth in Item 3. of the Declarations; 2. exclusively for LEGAL EXPENSE;and 3. limited to the lesser of: (a) 25%of the applicable Limits of Liability set forth in Item 3. of the Declarations; or(b) $2,000,000. In the event a CLAIM is made against the INSURED for LOSS or CLEAN-UP COSTS, or a POLLUTION CONDITION is first discovered that results in LOSS or CLEAN-UP COSTS, the additional Limit for LEGAL EXPENSE will be applied first. After the additional Limit for LEGAL EXPENSE has been fully eroded, any other covered LEGAL EXPENSE will erode the applicable Limits of Liability shown in Item 3.of the Declarations. Furthermore,the Policy Aggregate Limit of Liability set forth in Item 4.of the Declarations shall be increased by the lesser of 25%or$2,000,000. However,this increase to the Policy Aggregate Limit of Liability will only be available for the payment of LEGAL EXPENSE under Coverages A and B. Part 2-COVERAGES C and D ONLY A. The Limit of Liability is indicated in Item 3.of the Declarations for Coverages C and D,other than the fees identified in Section VI. Part 2. C. below as respects Coverage D,and: 1. the Aggregate Limit of Liability for Coverage C shall be the Company's maximum liability under Insuring Agreements 1. &2. combined, regardless of the number of CLAIMS, CLAIMANTS,WRONGFUL ACTS or INSUREDS;and 2. the Aggregate Limit of Liability for Coverage D shall be the Company's maximum liability under Insuring Agreements 1., 2. and 3. combined, regardless of the number of CLAIMS, claimants, DATA COMPROMISES,WRONGFUL ACTS or INSUREDS; and the Company's obligations under all Insuring Agreements of this Policy of Coverages C and D shall be deemed completely fulfilled and extinguished if the applicable Aggregate Limit of Liability is exhausted by payment of LOSS (which includes LEGAL EXPENSE)or other payments regardless of the time of payment or the number of CLAIMS or DATA COMPROMISES. PCM Manus(01 18) B. LEGAL EXPENSE shall be part of, and not in addition to, the applicable Limit of Liability, and LEGAL EXPENSE shall serve to reduce the applicable Limit of Liability. Once the applicable Limit of Liability has been exhausted by the payment of LOSS (which includes LEGAL EXPENSE) and/or other payments, the Company's duty to defend any CLAIMS or RELATED CLAIMS subject to such Limit of Liability shall cease. C. Costs charged by an INCIDENT RESPONSE EXPERT appointed pursuant to Section VII. Part 2.A. below shall be in addition to, and not part of the applicable Limit of Liability, but fees charged by an INCIDENT RESPONSE EXPERT appointed pursuant to Section VII. Part 2. B. below shall be part of, and not in addition to,the applicable Limit of Liability and shall serve to reduce the applicable Limit of Liability. Regardless of whether an INCIDENT RESPONSE EXPERT is appointed pursuant to Section VII. Part 2. A. or Section VII. Part 2. B. below, once the applicable Limit of Liability has been exhausted, the Company's obligations hereunder shall cease. D. The Retentions for all Insuring Agreements of Coverages C and D are set forth in Item 3.of the Declarations. Only one Retention shall be applicable to any CLAIM(or RELATED CLAIMS)or any DATA COMPROMISE(or RELATED EVENTS). The Company shall only be obligated to pay LOSS (which includes LEGAL EXPENSE) or any other costs or amounts covered under this Policy in excess of the applicable Retention, which shall be borne by the INSURED and cannot be insured or transferred to another party. E. If more than one Insuring Agreement applies to any CLAIM (or RELATED CLAIMS)or any DATA COMPROMISE (or RELATED EVENTS), the highest Retention shall apply. However, in the event the Company consents to BUSINESS IMPERSONATION related payments pursuant to Insuring Agreement 3.of Coverage D, in the absence of a CLAIM,the lowest Retention shall apply. F. Notwithstanding Sections D. and E. above, the WAITING PERIOD RETENTION shall apply to a NETWORK DISRUPTION. G. Notwithstanding Sections D. and E. above, the Retention, other than any WAITING PERIOD RETENTION, shall not apply: 1. to fees charged by an INCIDENT RESPONSE EXPERT appointed pursuant to Section VII.A. below. 2. in the event of the financial insolvency of the INSURED. H. Certain coverages extended by this Policy are subject to Sub-Limit of Liability as set forth in the Declarations or by endorsement to this Policy. Each such Sublimit of Liability shall be part of, and not in addition to, the Aggregate Limit of Liability for Coverage D set forth in Item 3. of the Declarations, unless expressly indicated otherwise. The following sections of Coverage D specifically have a Sub-Limit of Liability noted in Item 3.of the Declarations: 1. all LOSS or other payments resulting from any ELECTRONIC FUND TRANSFER FRAUD; 2. all LOSS or other payments resulting from TELECOMMUNICATIONS HACKING. SECTION VII. REPORTING, DEFENSE,SETTLEMENT AND COOPERATION Part 1 -COVERAGES A and B ONLY A. As a condition precedent to the coverage hereunder, in the event a CLAIM is made against an INSURED for LOSS or CLEAN-UP COSTS, or a POLLUTION CONDITION is first discovered that results in a LOSS or CLEAN-UP COSTS,written or oral notice containing particulars sufficient to identify the INSURED and all reasonably obtainable information with respect to the time,place and circumstances thereof, and the names and addresses of the injured and of available witnesses, shall be given by or for the INSURED to the Company or any of its authorized agents as soon as practicable. In the event of oral notice, the INSURED agrees to furnish a written report as soon as practicable. The INSURED shall also forward to the Company every demand, notice, summons, order or other process received by the INSURED or the INSURED's representative as soon as practicable. As a condition precedent to the coverage hereunder that a CLAIM is made by the INSURED against the DESIGN PROFESSIONAL for any loss or damage which may be covered under this Policy. Thereafter, notice of such CLAIM shall be given by or for the INSURED to the Company or any of its authorized agents as soon as practicable. PCM Manus(01 18) B. No costs, charges or expenses shall be incurred, nor payments made, obligations assumed or remediation commenced, without the Company's consent which shall not be unreasonably withheld. This provision does not apply to: 1. EMERGENCY RESPONSE COSTS. The INSURED shall notify the Company of all EMERGENCY RESPONSE COSTS immediately after the emergency ends;and 2. Public Relations Expenses-The reasonable and necessary costs and fees incurred by the FIRST NAMED INSURED (up to a maximum of $250.000 and subject to applicable Coverage B Self-Insured Retention Amount (for each POLLUTION CONDITION) for the hiring of a public relations firm to minimize potential harm to the FIRST NAMED INSURED and to maintain and restore public confidence in the FIRST NAMED INSURED, including amounts for printing, advertising,and mailing of materials,and travel expenses by the FIRST NAMED INSURED's directors,officers,employees or agents or by employees of the public relations firm,but only if: (a) such costs and fees arise directly from a POLLUTION CONDITION: (i) that arises from covered CONTRACTING SERVICES; (ii) that first commences at a JOB SITE during the POLICY PERIOD;and (iii) for which coverage is not otherwise excluded under this Policy;and (b) in the good-faith, reasonable opinion of the FIRST NAMED INSURED such POLLUTION CONDITION: (i) poses an imminent, significant, and material health risk to the public or will result in imminent, significant,and material property damage to the JOB SITE;and (ii) will result in significant and material adverse publicity to the FIRST NAMED INSURED. Subject to: (a) the Company's pre-approval; (b) the Self-Insured Retention and maximum amount indicated above;and(c)the Company's agreement that both conditions 2(a)and(b)above have been fully satisfied,the Company may also consider paying other related reasonable and necessary expenses that are: (i) incurred by any person or entity that is not an INSURED, except for contractor or subcontractor engaged by the FIRST NAMED INSURED or otherwise performing covered CONTRACTING SERVICES; and (ii) not otherwise covered as EMERGENCY RESPONSE COSTS, including: psychological counseling, temporary living expenses, travel costs, and expenses to secure areas impacted by the POLLUTION CONDITION. Notwithstanding Section VI. LIMIT OF LIABILITY AND SELF-INSURED RETENTION, Item I., the costs and fees indicated in Item 2.above,as well as the other related expenses indicated in this paragraph,will not erode the applicable Limits of Liability. It is a condition precedent to coverage for all costs and fees outlined in Item 2. above that the FIRST NAMED INSURED notify the Company of the POLLUTION CONDITION associated with such costs and fees no later than forty-eight (48) hours after the FIRST NAMED INSURED first becomes aware of such POLLUTION CONDITION. The payment of costs and fees outlined above by the Company will not be determinative of the Company's obligations under this Policy, nor will it create any inference with regard to the Company's duty to defend or duty to indemnify any INSURED with regard to any CLAIM or POLLUTION CONDITION. Under no circumstances will the Company pay for the hiring of a public relations firm to minimize the potential harm to, or to restore public confidence in, any contractor or subcontractor engaged by the FIRST NAMED INSURED or otherwise performing covered CONTRACTING SERVICES. C. The Company shall have the right to designate legal counsel for the investigation, adjustment and defense of any CLAIM.The Company shall consult with the INSURED in conjunction with the selection of counsel.The Company has the right and duty to defend an INSURED against any CLAIM for LOSS or for CLEAN-UP COSTS. PCM Manus(01 18) However,the Company will have no duty to defend the INSURED for LOSS or for CLEAN-UP COSTS to which this Policy does not apply. Until the REQUIRED INSURANCE has been exhausted or determined by the DESIGN PROFESSIONAL's insurer to be unavailable due to an enforceable exclusion,the Company shall have the right,but not the duty,to associate with the INSURED and the DESIGN PROFESSIONAL in the investigation,settlement or defense of any claim,suit, or legal, equitable, administrative, or other proceeding that may involve this Policy or affect any of the Company's rights. The Company shall be given the opportunity to exercise any such right to associate completely and effectively.The INSURED shall do nothing to prejudice such right. If the Company exercises such right, it shall do so at its own expense. With regard to a CLAIM made by the INSURED against the DESIGN PROFESSIONAL,the Company may require that the INSURED's counsel in such matter meet certain minimum qualifications and maintain adequate errors and omissions insurance. Under no circumstances will the Company either defend any DESIGN PROFESSIONAL or incur any expense associated with any DESIGN PROFESSIONAL's defense, including but not limited to any attorneys'fees or other charges or expenses incurred by or on behalf of the DESIGN PROFESSIONAL or its counsel in the investigation, adjustment,defense, or settlement of any CLAIM. D. Once the applicable Limit of Liability has been exhausted,the Company shall not be obligated to defend or continue to defend any CLAIM or pay for any LOSS, LEGAL EXPENSE,CLEAN-UP COSTS or any other coverage afforded under this Policy. E. The Company may,where allowable by law, appoint one counsel to defend all of the INSUREDS under this Policy on a joint defense basis. F. In the event that the INSURED is entitled by law to select independent counsel (Cumis Counsel) to defend the INSURED at the Company's expense, that counsel's fees and all other litigation expenses charged to or paid by the Company shall be limited to the same rates that the Company would pay to counsel selected by the Company to defend a similar CLAIM in the location where the CLAIM arose or is being defended.The Company may require that such counsel meet certain minimum qualifications and maintain adequate errors and omissions insurance.The INSURED agrees that such counsel will timely respond to the Company's request for information. G. The INSURED shall not admit liability or settle any CLAIM without the Company's consent. If the Company recommends a monetary settlement of a CLAIM acceptable to a claimant: 1. for an amount within the Self-Insured Retention Amount and the INSURED refuses such settlement, the Company shall not be liable for any LOSS,CLEAN-UP COSTS, LEGAL EXPENSE,or any other coverage afforded under this Policy or any endorsements attached hereto, in excess of the Self-Insured Retention Amount;or 2. for a total amount in excess of the Self-Insured Retention Amount and within the applicable Limits of Liability and the INSURED refuses such settlement,the Company's liability for LOSS,CLEAN-UP COSTS, LEGAL EXPENSE,or any other coverage afforded under this Policy, shall be limited to that portion of the sum of: (a)the recommended settlement;and(b)the costs,charges and expenses already incurred as of the date of the INSURED's refusal, which exceeds the Self-Insured Retention Amount and is within the Limit of Liability. H. All INSUREDs shall cooperate with the Company and, upon the Company's request, shall submit to examination by a representative of the Company, under oath, and shall attend hearings, depositions, and trials and shall assist in effecting settlement, securing and giving evidence, obtaining the attendance of witnesses and in the conduct of suits, as well as in the investigation and defense, all without charge to the Company. All INSUREDs shall further cooperate with the Company and do whatever is necessary to secure and enforce any rights of indemnity, contribution or apportionment which the INSURED may have. I. If,during the POLICY PERIOD,the INSURED first becomes aware of an actual or alleged act,error or omission in PROFESSIONAL SERVICES that first commenced on or after the Retroactive Date set forth in the Declarations, which the INSURED reasonably believes may result in a CLAIM (herein referred to as a"Circumstance"),then the INSURED may provide written notice to the Company,during the POLICY PERIOD,containing all of the information stated below. Any such Circumstance that subsequently becomes a CLAIM made against the INSURED and reported to the Company, in writing, shall be considered to have been first made and reported during the POLICY PCM Manus(01 18) PERIOD and shall be subject to all of the terms and conditions of this Policy. It is a condition precedent to the coverage under this provision that such written notice to the Company of a Circumstance contain all of the following information: 1. details of the actual or alleged act,error or omission in PROFESSIONAL SERVICES, including the specific PROFESSIONAL SERVICES involved;and 2. the injury or damage that has taken place or may result;and 3. the date the actual or alleged act,error or omission in PROFESSIONAL SERVICES took place;and 4. the identity of the INSURED(s)who may be the subject of any subsequent CLAIM;and 5. the likely location of any subsequent CLAIM;and 6. the names and addresses of all known potential witnesses and claimants;and 7. details of how the INSURED became aware of the Circumstance. The Company shall determine,in its sole discretion,whether an INSURED's written notice adequately supplies the information described in items 1.through 7.and satisfies the condition precedent. This provision I.applies only to Coverage A. 1. Part 2-COVERAGES C and D ONLY A. With respect to a DATA COMPROMISE, unless the INSURED makes an election pursuant to Section VII. Part 2. B. below the Company shall have the right to select the INCIDENT RESPONSE EXPERT and any other experts (including but not limited to forensic examiners)or providers(including mail houses and call centers)to conduct the DATA COMPROMISE investigation and response. B. With respect to a DATA COMPROMISE, the INSURED shall have the right to select the INCIDENT RESPONSE EXPERT and other experts(including but not limited to forensic examiners)or providers(including mail houses and call centers)to conduct the DATA COMPROMISE investigation and response, provided: 1. the INSURED satisfy their reporting obligations pursuant to Section VII, Part 2, Item E.; 2. the INSURED shall not incur any fees connection with any DATA COMPROMISE without the express prior written consent of the Company,which shall not be unreasonably withheld; 3. the INSURED shall only select vendors with the express prior written consent of the Company,which shall not be unreasonably withheld; 4. the INSURED provides the Company with a written incident response plan that was created and tested prior to the discovery of the DATA COMPROMISE;and 5. the Company shall at all times have the right, but not the duty, to associate with the INSUREDS in the investigation,defense, response,or settlement of any DATA COMPROMISE to which coverage under this Policy may apply. C. In the event the INSURED selects the INCIDENT RESPONSE EXPERT or other providers or experts pursuant to Section VII. Part 2. B. above, the Company shall advance payment of such INCIDENT RESPONSE EXPERT'S, provider's or expert's fees within ninety (90) days after receipt of written evidence such fees have been incurred. Any advancement shall be based on the following conditions: 1. the appropriate Retention has been satisfied;and 2. the INSUREDS and the Company have agreed such related services are both reasonable and necessary elements of the management and response related to the DATA COMPROMISE. PCM Manus(01 18) D. With respect to CLAIMS: 1. the Company shall have the right and duty to defend any CLAIM covered by this Policy under Coverages C or D and to select counsel, including any experts,for such defense; 2. in addition to furnishing notice of any CLAIM as provided in Section VII. Part 2. F. below, the INSURED shall give to the Company any such assistance, cooperation and information as the Company may reasonably require, including copies of reports, investigations, pleadings and other papers in connection therewith; 3. the Company has the right to settle any CLAIM with the consent of the INSURED, such consent shall not be unreasonably withheld;and 4. the INSURED shall not incur LEGAL EXPENSE, admit liability, or offer to settle or agree to any consent judgment in connection with any CLAIM without the express prior written consent of the Company, which shall not be unreasonably withheld. The INSURED shall provide the Company with all information and particulars it may reasonably request in order to reach a decision as to such consent.Any LOSS incurred as the result of any admission of liability or any offer or agreement to settle prior to the Company's consent shall not be covered. E. Notice of DATA COMPROMISE 1. As a condition precedent to coverage,the INSURED shall: (a) notify the Company at the Hotline Number set forth in Item 10.(a)of the Declarations of any DATA COMPROMISE as soon as practicable but in no event more than five(5)business days after such DATA COMPROMISE is first discovered; (b) not take any measures with respect to such DATA COMPROMISE, except for measures directed or authorized by the INCIDENT RESPONSE EXPERT or that are minimally and reasonably necessary to stop such DATA COMPROMISE or avoid further loss or harm from such DATA COMPROMISE; (c) give the Company, upon request, a detailed proof of the damage caused by any DATA COMPROMISE. With respect to a NETWORK DISRUPTION, REPUTATIONAL HARM, and CYBER CRIME, the INSURED must furnish the Company with written proof of the INSURED'S claimed BUSINESS INCOME LOSS, REPUTATIONAL DAMAGE LOSS, or FRAUD LOSS duly sworn to, with full particulars, within six (6) months after such DATA COMPROMISE is first discovered; (d) submit, upon request, to examination under oath at the request of the Company and give the Company a signed statement of the INSURED'S answers;and (e) cooperate with the Company in the investigation and resolution of any matter submitted under the Policy and provide the Company with access to all relevant sources of information, including the INSURED'S financial records,tax returns, accounting procedures,bills,invoices,vouchers,deeds, liens and contracts. 2. A DATA COMPROMISE will be deemed first discovered under this Policy on the earlier of the date an EXECUTIVE: (a) first becomes aware of facts that would cause a reasonable person to assume a DATA COMPROMISE has occurred or might have occurred, even though the exact details of the DATA COMPROMISE may not then be known; or (b) first receives a CLAIM involving facts or a specific WRONGFUL ACT that, if true, would indicate a DATA COMPROMISE. F. Notice of CLAIM PCM Manus(01 18) As a condition precedent to coverage under the Policy, the INSURED must give written notice to the Company of any CLAIM as soon as practicable after such CLAIM is first received by an EXECUTIVE,but in no event later than sixty (60) days after the end of the POLICY PERIOD or any EXTENDED REPORTING PERIOD. However, the INSURED'S failure or decision not to give notice to the Company of a CLAIM that Coverage C or D specifically permits the INSURED to choose to report as a CLAIM under this Section VII, Part 2, Item F. shall not impair the INSURED'S right to give notice of a subsequent CLAIM involving RELATED WRONGFUL ACTS under this Policy or any renewal issued by the Company to the INSURED. G. Notice of Circumstances If, during the POLICY PERIOD or EXTENDED REPORTING PERIOD, any INSURED first becomes aware of a specific WRONGFUL ACT or DATA COMPROMISE and gives written notice to the Company of: 1. the specific WRONGFUL ACT or DATA COMPROMISE; 2. the parties involved; 3. the injury or damage that has or may result therefrom;and 4. the circumstances by which the INSURED first became aware thereof, then any CLAIM arising out of such WRONGFUL ACT or DATA COMPROMISE that is subsequently made against the INSURED shall be deemed to have been made at the time the Company received such written notice from the INSURED. The INSURED shall provide such written notice as required under Section VII,Part 2,Items F.or G.to the Company at the mailing address set forth in Item 10.of the Declarations. SECTION VIII.TRANSFER OF LEGAL DEFENSE DUTIES A. If the Company believes that any of the applicable Limits of Liability stated in the Declarations has been or soon will be exhausted in defending a CLAIM, or that the Company has paid out or will soon pay out the Policy Aggregate Limit of Liability stated in the Declarations, the Company will so notify the FIRST NAMED INSURED, in writing, as soon as possible. The Company will advise that its duty to defend any CLAIM seeking damages subject to those limits has terminated,subject to payment of the limits, and that it will no longer handle the defense of any CLAIM for which notice is given after the date it sends out such notice.The Company will take prompt and appropriate steps to transfer control of any existing defense prior to exhaustion of the limits to the FIRST NAMED INSURED.The FIRST NAMED INSURED agrees to reimburse the Company for any costs which the Company bears in connection with the transfer of the defense. B. The Company will take appropriate steps necessary to defend the CLAIM during the transfer of the defense and avoid any unfavorable legal action provided that the INSURED cooperates in the transfer of the duties of the defense. C. The Company's failure to comply with any of the provisions of Section VIII. shall in no way obligate the Company to defend or continue to defend any CLAIM, or to pay any LOSS, CLEAN-UP COSTS or other sum covered under this Policy, after exhaustion of an applicable Limit of Liability. SECTION IX. CONDITIONS A. ACTION AGAINST COMPANY - No action brought by an organization or entity, other than an INSURED, shall lie against the Company unless,as a condition precedent thereto,the INSURED has fully complied with all of the terms of this Policy and,the amount of the INSURED's obligation to pay shall have been finally determined either by judgment against the INSURED after actual trial or by written agreement of the INSURED,the claimant and the Company. Any person, organization, entity, or the legal representative thereof, who has secured such judgment or written agreement shall thereafter be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. No person or organization shall have any right under this Policy to join the Company as a party to any action against the INSURED to determine the INSURED's liability, nor shall the Company be impleaded by the INSURED or its legal representative. PCM Manus(01 18) B. ASSIGNMENT - This Policy shall be void as to the assignee or transferee, if assigned or transferred without written consent of the Company. C. BANKRUPTCY-Bankruptcy or insolvency of the INSURED or of the INSURED's estate shall not relieve the Company of any of its obligations hereunder. D. CANCELLATION-This Policy may be cancelled by the FIRST NAMED INSURED by surrender thereof to the Company or any of its authorized agents or by mailing,delivering,emailing, or faxing to the Company written notice stating when thereafter the cancellation shall be effective. In the event of cancellation by the FIRST NAMED INSURED,the return premium shall be computed in accordance with the customary short rate table and procedure after applying the minimum earned premium percentage stated in the Declarations. If a CLAIM is made,a POLLUTION CONDITION is discovered or coverage is otherwise afforded under this Policy,then the premium shall be considered fully earned by the Company and the INSURED is not entitled to a return premium upon cancellation. This Policy may be cancelled by the Company by mailing,delivering,emailing,or faxing to the FIRST NAMED INSURED at the address shown in the Declarations, written notice stating when not less than ninety(90) days (ten (10) days for non-payment of premium) thereafter such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of surrender or the effective date and hour of cancellation stated in the notice shall become the end of the POLICY PERIOD. If the Company cancels, earned premium shall be computed pro rata. Premium adjustment may be made either at the time cancellation is affected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. This Policy may be cancelled by the Company for the following reasons: (1) Non-payment of premium, or (2) Fraud or material misrepresentation on the part of the INSURED,such as can be proven in a court of law. E. CHANGES-Notice to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this Policy or estop the Company from asserting any right under the terms of this Policy. The terms of this Policy cannot be waived or changed, except by an endorsement issued by the Company to form a part of this Policy. F. CHOICE OF LAW-All matters arising hereunder,including questions related to the validity,interpretation,performance and enforcement of this Policy, shall be determined in accordance with the law and practice of the State of New York (not including New York's choice of law rules). G. CONSENT-Where the consent of the Company or the INSURED is required under this Policy, such consent shall not be unreasonably withheld, delayed, conditioned,or denied. H. DECLARATIONS AND REPRESENTATIONS-By acceptance of this Policy,the INSURED agrees that the statements contained in the Declarations, the application and any other supplemental materials and information submitted in connection with the application or any amendments to the Policy during the POLICY PERIOD are the INSURED's declarations and representations,that they shall be deemed material,that this Policy is issued in reliance upon the truth of such declarations and representations and that this Policy embodies all agreements existing between the INSURED and the Company or any of its agents relating to this insurance. I. HEADINGS-The descriptions in the headings of this Policy are solely for convenience and form no part of the Policy terms and conditions. J. INSPECTION AND AUDIT-The Company shall be permitted,but not obligated,to inspect and monitor on a continuing basis the INSURED's property or operations and any JOB SITE, at any time. Neither the Company's right to make inspections and monitor, nor the actual undertaking thereof,nor any report thereon,shall constitute an undertaking, on behalf of the INSURED or others, to determine or warrant that property or operations are safe, healthful or conform to acceptable engineering practice or are in compliance with any law, rule or regulation. Access for the inspection and audit will be coordinated through the broker or agent of the FIRST NAMED INSURED. K. JURISDICTION AND VENUE - It is agreed that in the event of the failure of the Company to pay any amount claimed to be due hereunder, the Company and the INSURED will submit to the jurisdiction of the State of 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 the Company's right to remove an action to a United States District Court. L. MATERIAL CHANGE PCM Manus(01 18) (1) Acquisition of FIRST NAMED INSURED: If,during the POLICY PERIOD,either of the following occur: (a) the acquisition of the FIRST NAMED INSURED or a majority of its assets or voting rights by another entity or the merger or consolidation of the FIRST NAMED INSURED with another entity where the FIRST NAMED INSURED is not the surviving entity;or (b) the appointment of a receiver,trustee, liquidator, rehabilitator, conservator, or similar function, for or with respect to the FIRST NAMED INSURED, then the premium for the Policy is deemed to be fully earned, and the Policy will continue in full force and effect but only with respect to CLAIMS for WRONGFUL ACTS that first occurred before such event and DATA COMPROMISES that were discovered before such event. (2) INSURED'S Acquisition of Another Entity If during the POLICY PERIOD,an INSURED acquires a majority of the voting rights of another entity,then, without premium adjustment and/or coverage revisions, such entity will be an ADDITIONAL NAMED INSURED under this Policy but only with respect to WRONGFUL ACTS and DATA COMPROMISES of such ADDITIONAL NAMED INSURED and its INSURED PERSONS that first occur after the effective date of the acquisition or creation,provided that: (a) the acquisition or creation is disclosed to the Company within thirty(30)days of such acquisition or creation; (b) the entities annual revenues at the time of the acquisition are less than or equal to twenty-five percent (25%) of the FIRST NAMED INSURED's revenues at the beginning of the POLICY PERIOD. In the event the acquired entity revenue's at the time of the acquisition are greater than twenty-five percent (25%) of the FIRST NAMED INSURED's annual revenues at the beginning of the POLICY PERIOD, the Company reserves the right to require premium adjustment and/or coverage revision prior to endorsing the policy to include such entity as an ADDITIONAL NAMED INSURED. Any coverage extended for such entity will only be with respect to WRONGFUL ACTS and DATA COMPROMISES of such new ADDITIONAL NAMED INSURED and its INSURED PERSONS that first occur after the effective date of the acquisition. (3) Neither the sale of an ADDITIONAL NAMED INSURED nor the establishment of a new entity in which the FIRST NAMED INSURED owns more than fifty percent(50%)of the voting stock shall be deemed a material change as noted within this policy provision. M. MINIMUM EARNED PREMIUM - Upon cancellation of this Policy, earned premium will be calculated using the appropriate pro-rata or short-rate method as outlined in Section IX. CONDITIONS, Item D. CANCELLATION. The amount of premium earned under this Policy will be the greater of: 1. the calculated pro-rata or short rate premium;or 2. the Minimum Earned Premium percentage set forth in Item 9.of the Declarations. N. MITIGATION PLAN - It is a condition precedent to any coverage being afforded under Coverage A.2. of this Policy for any CLAIM because of an act,error or omission in PROFESSIONAL SERVICES for which the Company has previously afforded coverage to an INSURED under Coverage F,that the INSURED fully implement the written plan for correcting the purported act, error or omission as approved by the Company. O. OTHER INSURANCE - Subject to Section VI. Limit of Liability and Self-Insured Retention, this insurance shall apply only in excess of the sum of the Self-Insured Retention amount stated in the Declarations and the applicable limits of any other valid and collectible insurance available to the INSURED, whether such other insurance is stated to be primary, pro rata, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess insurance over the applicable Limits of Liability of this Policy. PCM Manus(01 18) P. SEVERABILITY - Except with respect to the Limits of Liability and Self-Insured Retention and any rights and duties assigned in this Policy to the FIRST NAMED INSURED, this insurance applies as if each INSURED were the only INSURED and separately to each INSURED against whom a CLAIM is made. Any misrepresentation, act or omission that is in violation of a term, duty or condition under this Policy by one INSURED shall not by itself affect coverage for another INSURED under this Policy. This Condition O. shall not apply to an INSURED who is a parent, subsidiary or affiliate of the INSURED which committed the misrepresentation, act or omission referenced above. Q. SOLE AGENT -The FIRST NAMED INSURED stated in the Declarations shall act on behalf of all INSUREDs for the payment or return of premium, receipt and acceptance of any endorsement issued to form a part of this Policy, giving and receiving notice of cancellation or non-renewal, and the exercise of the rights provided under Section V., EXTENDED REPORTING PERIOD. R. SUBROGATION - If the INSURED has rights to recover, from another person or organization, all or any part of a payment the Company makes under this Policy, those rights are transferred to the Company. The INSURED shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The INSURED shall do nothing to prejudice such rights.Any monies recovered as a result of subrogation proceedings shall accrue first to the INSURED to the extent of any payments it made in excess of the limits of liability, then to the Company to the extent of its payment under the Policy,and then to the INSURED to the extent of its payment of the self-insured retention. Expenses incurred in such subrogation proceedings shall be apportioned amongst the INSURED and Company in the proportion that each interested party's share in the recovery bears to the total recovery. However, the Company specifically waives any rights of recovery against any person or organization as required in a written contract that was fully executed prior to the commencement of the applicable CONTRACTING SERVICES or PROFESSIONAL SERVICES. Form W'9 Request for Taxpayer Give Form to the (Rev.October2018) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. Active Construction,Inc. 2 Business name/disregarded entity name,if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to m following seven boxes. certain entities,not individuals;see a instructions on page 3): o ❑ Individual/sole proprietor or ❑ C Corporation S Corporation ❑ Partnership ❑ Trust/estate single-member LLC ai c Exempt payee code(if any) u ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► o 2 Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting of LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is'C •c another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that code(if any) is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑ Other(see instructions)► (Appoes to accounts maintained outside the US.) N5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional) 5110 River Road East 6 City,state,and ZIP code Tacoma,WA 98443 7 List account number(s)here(optional) Part I Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid I Social security number backup withholding.For individuals,this is generally your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other — — entities,it is your employer identification number(EIN).If you do not have a number,see How to get a TIN,later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. 9 1 - 0 8 3 9 7 8 1 Part II Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.I am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later. Sign Signature of Here U.S.person► Date► April 12, 2021 General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise •Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments. For the latest information about developments •Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/FormW9. .Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest), 1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident amount reportable on an information return.Examples of information alien),to provide your correct TIN. returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form W-9(Rev.10-2018) Department of Labor and Industries ACTIVE CONSTRUCTION INC PO Box 44450 Olympia, WA 98504-4450 Reg: CC ACTIVCI164JL UBI: 273-001-533 Registered as provided by Law as: Construction Contractor (CC01)-GENERAL 173 ACTIVE CONSTRUCTION INC Effective Date: 4/13/1984 PO BOX 430 Expiration Date: 11/7/2021 PUYALLUP WA 98371 ACTIVE CONSTRUCTION,INC. JOINT CONSENT IN LIEU OF SPECIAL MEETING OF THE SHAREHOLDERS AND BOARD OF DIRECTORS AUGUST 23,2019 The undersigned, being all of the shareholders and all of the members of the Board of Directors of Active Construction, Inc., a Washington corporation (the "Corporation"), hereby waive all notices, statutory and otherwise, and, acting pursuant to RCW 23B.08.210 and RCW 23B.08.230, without a meeting, do hereby unanimously adopt the following corporate resolutions,and do hereby unanimously consent to the taking of the actions therein set forth: Resignation of David R. Berglund RESOLVED, that the resignation of David R. Berglund from the Board of Directors and as Vice President is hereby accepted by the Board of Directors. Resignation of Anne Meek RESOLVED, that the resignation of Anne Meek from the Board of Directors is hereby accepted by the Board of Directors. Resignation of Walter H. Smith RESOLVED,that the resignation of Walter H. Smith from the Board of Directors is hereby accepted by the Board of Directors. Resignation of Dennis D.Kooker RESOLVED,that the resignation of Dennis D. Kooker from the Board of Directors is hereby accepted by the Board of Directors. Amendment of Bylaws RESOLVED,that the shareholders hereby amend and restate Article II, Section 2 of the Bylaws of the Corporation in its entirety to read as follows: "Section 2. Number and Qualifications. The business affairs and property of this Corporation shall be managed by a Board of not less than three (3) directors nor more than nine (9) directors. The number of directors may at any time be increased or decreased by the shareholders or by the Board of Directors at any regular or special meeting. Directors need not be shareholders of this Corporation or resident of the state of Washington,but must have reached the age of majority." Number of Directors RESOLVED,that,in accordance with Article II, Section 2 of the Bylaws of the Corporation,the shareholders hereby reduce the number of directors to four(4) directors. Election of Ryan Heathers to Board RESOLVED, that the Board of Directors hereby elects Ryan Heathers to the Board of Directors to fill the vacancy resulting from the foregoing resignations and reduction in the number of directors, to serve until the next annual meeting of the shareholders and until his successor is elected and qualified, unless earlier removed in accordance with law. General Authority RESOLVED, that the President is hereby authorized and directed, in the name and on behalf of the Corporation, to take any and all such further action as in his judgment may be desirable or appropriate to carry out the purposes of the foregoing resolutions; RESOLVED FURTHER, that the execution by the President of any paper or document or the doing by him of any act in connection with the foregoing matters shall conclusively establish his authority therefor from the Company and the approval and ratification by the Board of Directors of the papers and documents so executed and the action so taken; and RESOLVED FURTHER,that any and all actions heretofore or hereafter taken by the President within the terms of the foregoing resolutions be, and they hereby are,ratified and confirmed. (Signature page follows.) 2 ciTR!x RightSignature , REFERENCE NUMBER D3952CF2-F 146-4776-9020-602568116530 SIGNATURE CERTIFICATE TRANSACTION DETAILS DOCUMENT DETAILS Reference Number Document Name D3952CF2-F146-477B-9020-602568116530 Active Construction Inc Joint Consent Re Resignation Of Directors Amendment Of Bylaws And Election Of R Heathers Ab 8- Transaction Type 23-19 Signature Request Filename Sent At active construction_incjoint_consent_re_resignation_of_directors_amendment_of_bylaws_and_election_of_r_heathers_ab_8- 23-19_.pdf 10/02/2019 13:07 PDT Pages Executed At 3 pages 10/08/2019 12:01 PDT Content Type Identity Method application/pdf email File Size Distribution Method 18 KB email Original Checksum Signed Checksum 5a,e933aP„3e,e«2049ea,e-Eae4e,a7.92„5572.,_„711,237eaifae Signer Sequencing Disabled Document Passcode Disabled SIGNERS SIGNER E-SIGNATURE EVENTS Name Status Viewed At David Ceccanti signed 10/08/2019 12:00 PDT Email Multi-factor Digital Fingerprint Checksum Identity Authenticated At davidc@activeconstruction.com „,54E,98,553e43,a,aa..,39,e,1e_7,,y,5e,aa4,5__3,075303e5a5,e, 10/08/2019 12:01 PDT Components IP Address Signed At 2 74.94.65.194 10/08/2019 12:01 PDT Device Chrome via Windows Typed Signature Signature Reference ID 31A02B5C Name Status Viewed At Ryan Heathers signed 10/03/2019 11:40 PDT Email Multi-factor Digital Fingerprint Checksum Identity Authenticated At ryanh@activeconstruction.com ..,,>0<,954,e.21a19aaa6,ne9oc,4oav01.2 e..3Eao2ea53,497,a-3a= 10/03/2019 11'41 PDT P IP Address Signed At 1 Components 74.94.65.194 10/03/2019 11.41 PDT Device Microsoft Edge via Windows Drawn Signature Rll - Signature Reference ID 6926BE5B Signature Biometric Count 213 Name Status Viewed At Scott Morse signed 10/02/2019 13:30 PDT Email Multi-factor Digital Fingerprint Checksum Identity Authenticated At scottm@activeconstruction.com 2,,,a2.ab_,a,90«caE,4.,Eee,be005 .7a.e,0,:e003--940a0,105 10/02/2019 13:31 PDT Components IP Address Signed At 2 74.94.65.194 10/02/2019 13:31 PDT Device Chrome via Windows Typed Signature Signature Reference ID A134625B SIGNER E-SIGNATURE EVENTS Name Status Viewed At Rose Garms signed 10/02/2019 13:08 PDT Email Multi-factor Digital Fingerprint Checksum Identity Authenticated At roseg@activeconstruction.com c15451a9«,e20„ee5a91aace,3,3.E„1,,as,,o„E,_.aE61,,,E,94n,5z 10/02/2019 13:10 PDT Components Signed At 2 73.221d20 s26 10/02/2019 13:10 PDT Device Chrome via Windows Typed Signature ker. 44. a>&�,�, Signature Reference ID 004139A3 Typed Signature kPat.rla lu.t.a r - Signature Reference ID CFCEEOFB AUDITS 71MESTAMP AUDIT 10/08/2019 12:01 PDT David Ceccanti(davidc@activeconstnxtion.com)signed the document on Chrome via Windows from 74.94.65.194. 10/08/2019 12:01 PDT David Ceccanti(davidc@activeconstrudion.com)authenticated via email on Chrome via Windows from 74.94.65.194. 10/08/2019 12:00 PDT David Ceccanti(davidc@activeconstruction.com)viewed the document on Chrome via Windows from 74.94.65.194. 10/08/2019 10:15 PDT David Ceccanti(davidc@activeconstruction.com)was emailed a reminder. 10/08/2019 10:15 PDT David Ceccanti(davidc@activeconstn ction.com)was emailed a reminder. 10/03/2019 11:41 PDT Ryan Heathers(ryanh@activeconstruction.com)signed the document on Microsoft Edge via Windows from 74.94.65.194. 10/03/2019 11:41 PDT Ryan Heathers(ryanh@activeconstn ction.com)authenticated via email on Microsoft Edge via Windows from 74.94.65.194. 10/03/2019 11:40 PDT Ryan Heathers(ryanh@activeconstnxtion.com)viewed the document on Microsoft Edge via Windows from 74.94.65.194. 10/02/2019 13:31 PDT Scott Morse(scottm@activeconstruction.com)signed the document on Chrome via Windows from 74.94.65.194. 10/02/2019 13:31 PDT Scott Morse(scottm@activeconstruction.com)authenticated via email on Chrome via Windows from 74.94.65.194. 10/02/2019 13:30 PDT Scott Morse(scottm@activeconstruction.com)viewed the document on Chrome via Windows from 74.94.65.194. 10/02/2019 13:10 PDT Rose Germs(roseg@activeconstruction.com)signed the document on Chrome via Windows from 73.221.207.26. 10/02/2019 13:10 PDT Rose Garms(roseg@activeconstruction.com)authenticated via email on Chrome via Windows from 73.221.207.26. 10/02/2019 13:08 PDT Rose Germs(roseg@activeconstruction.com)viewed the document on Chrome via Windows from 73.221.207.26. 10/02/2019 13:07 PDT Scott Morse(scottm@activeconstruction.com)was emailed a link to sign. 10/02/2019 13:07 PDT Rose Garms(roseg@activeconstruction.com)was emailed a link to sign. 10/02/2019 13:07 PDT David Ceccanti(davidc@activeconstruction.com)was emailed a link to sign. 10/02/2019 13:07 PDT Ryan Heathers(ryanh@activeconstruction.com)was emailed a link to sign. 10/02/2019 13:07 PDT Amanda Sampson(amandas@adiveconstruction.com)created document 'active_construction_incjoint_consent_re resignation_of_directors_amendment_of bylaws_and_election_of_rheathers_ab_8-23- 19_pdf on Chrome via Windows from 74.94.65.194.