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HomeMy WebLinkAboutASM Affiliates; 2025-12-29; PSA26-4007TRANPSA26-4007TRAN City Attorney Approved Version 10/23/2025 Page 1 AGREEMENT FOR ARCHAEOLOGICAL AND NATIVE AMERICAN MONITORING SERVICES FOR THE CARLSBAD BOULEVARD BEACH ACCESS REPAIRS PROJECT NO. 3896 ASM AFFILIATES THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of _________________________, 20____, by and between the City of Carlsbad, California, a municipal corporation (“City”) and ASM Affiliates, a California corporation (“Contractor”). RECITALS A. City requires the professional services of a consultant that is experienced in archaeological and Native American monitoring services. B. Contractor has the necessary experience in providing professional services and advice related to archaeological and Native American monitoring services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (“Services”) that are defined in attached Exhibit “A,” which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts of a year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed twenty-five thousand ($25,000) dollars. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit “A.” Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B December 29th 25 PSA26-4007TRAN City Attorney Approved Version 10/23/2025 Page 2 Incremental payments, if applicable, should be made as outlined in attached Exhibit “A.” 6. PUBLIC WORKS 6.1 Prevailing Wage Rates. Any construction, alteration, demolition, installation, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under California Labor Code section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 6.2 DIR Registration. California Labor Code section 1725.5 requires Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in Labor Code section 1725.5. Labor Code section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Labor Code section 1725.5. Prior to the performance of public work by any subcontractor or subconsultant under this Agreement, Contractor must furnish City with the subcontractor or subconsultant's current DIR registration number. 7. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the City’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the City Engineer approves otherwise, Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor is responsible for obtaining Contractor’s own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to Contractor for use of Procore. It is recommended that Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, requests for information, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B PSA26-4007TRAN City Attorney Approved Version 10/23/2025 Page 3 efficiency, and productivity for all parties. The use of Procore for project management does not relieve Contractor of any other requirements as may be specified in this Agreement. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 9. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 10. OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Services. 11. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement caused by any willful misconduct or negligent act or omission of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B PSA26-4007TRAN City Attorney Approved Version 10/23/2025 Page 4 for such claim, including the cost to defend, shall not exceed Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than “A-:VII”; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 12.1 Coverage and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to City as an additional insured. 12.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 12.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 12.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 12.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 12.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B PSA26-4007TRAN City Attorney Approved Version 10/23/2025 Page 5 12.2.1 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to City. 12.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 12.2.3 If Contractor maintains higher limits than the minimums shown above, City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to City. 12.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 12.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 12.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 12.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 13. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 14. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 15. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 16. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B PSA26-4007TRAN City Attorney Approved Version 10/23/2025 Page 6 17. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City For Contractor Name Tom Frank Name Brian Williams Title Transportation Director Title C.E.O. Department Transportation Address 2701 Loker Ave. W, Suite 145 City of Carlsbad Carlsbad, CA 92010 Address 1635 Faraday Ave. Phone No. 760-804-5757 Carlsbad, CA 92008 Email bwilliams@asmaffilates.com Phone No. 442-339-2766 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 18. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☒ No ☐ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B 760-212-6499Bwilliams@asmaffiliates.comBrian Williams PSA26-4007TRAN City Attorney Approved Version 10/23/2025 Page 7 20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B PSA26-4007TRAN City Attorney Approved Version 10/23/2025 Page 8 Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 28. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 30. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B PSA26-4007TRAN City Attorney Approved Version 10/23/2025 Page 9 31. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. [signatures on following page] Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B PSA26-4007TRAN City Attorney Approved Version 10/23/2025 Page 10 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California ASM AFFILIATES, a California corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Brian V. Williams, President (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: David V. Mayes, Chief Financial Officer Deputy / Assistant City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: _____________________________ Assistant City Attorney Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B ~ PSA26-4007TRAN City Attorney Approved Version 10/23/2025 Page 11 EXHIBIT A SCOPE OF SERVICES AND FEE Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B Scope Project Admin istra~on, Kickoff, perm itting 10 Days of Archaeological and Native American Monitoring Technical Report Preparation Cost $1,000.00 $20,000.00 $4,000.00 Proposal to Conduct Archaeological and Native American Monitoring City of Carlsbad Beach Access Repair Project Carlsbad, San Diego County, California December 18, 2025 Prepared by: ASM Affiliates 7710 Balboa Ave., Suite 303 San Diego, CA 92111 Prepared for: Nicole Greenberg Senior Environmental Planner, Natural Resources & Impact Assessment GHD Nicole.Greenberg@ghd.com Brian Williams, M.M.A., RPA C.E.O., ASM Affiliates bwilliams@asmaffiliates.com Rachel Ruston Director, ASM Affiliates rruston@asmaffiliates.com PSA26-4007TRAN Exhibit "A" (Cont.) Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B -AFFILIATES Project Introduction ASM Affiliates (ASM) will conduct archaeological and Native American monitoring services during construction related to the City of Carlsbad Beach Access Repair Project (Project). All services will be provided in accordance with the California Environmental Quality Act (CEQA), the City’s Tribal, Cultural, and Paleontological Resources Guidelines, and the Projects Mitigation Monitoring and Reporting Plan (CR- 1, CR-2, and CR-3, TCR-1, and TCR-2). The project will be managed by ASM’s archaeologists who exceed the Secretary of the Interior’s Professional Qualification Standards. All services will be provided on a time- and-materials basis after receipt of signed contract. This proposal shall remain valid for 60 days from today’s date. Scope of Work Project Kickoff – If requested, ASM’s qualified staff will attend one preconstruction meeting with the Construction Contractor to discuss the required archaeological and Native American monitoring, the monitoring schedule, and the process for unanticipated discoveries. Daily Monitoring – During ground disturbance, ASM will provide a qualified archaeological and Luiseño Native American monitor to be on site to observe construction activities that involve the excavation of soil or sediment not previously disturbed by activities related to this specific undertaking and identify any cultural deposits that may be uncovered during construction. For the purposes of this proposal, we will provide a CR Monitoring Team for a total of 10 days, Monday-Friday. Should additional days of monitoring be needed, ASM can provide those services under an expedited augment as to not affect the construction schedule at a daily rate of $2,000.00 or half-day rate of $1,300.00. Each workday has a minimum of a 4-hour charge, and there is also a 4-hour minimum charge (a show up charge) if work is cancelled for the day without at least 48 hours of prior notification. If any staff or contractors find or suspect archaeological materials (e.g., shell, wood, bone, or stone artifacts) during the undertaking, ASM will halt all work around the discovery and contact the City within 24 hours of the time of discovery. Work will be halted at the discovery site until the City evaluates the find and gives permission to resume construction activities. Should unanticipated finds be made during construction activities, evaluation of their significance may be required for CEQA compliance, a service which will provided under augment. Technical Report Preparation – Once monitoring services are completed, ASM will prepare draft and final letter reports to summarize the results of the monitoring. Should the results of monitoring be negative, and no new sites found within the study area, a letter report will suffice. Should the results of the monitoring be positive, and new sites found within the Project area, we will work with you to augment the contract to conduct required evaluation services and prepare a more formal report. A draft report will be submitted to you within 60 days of the completion of monitoring. Revisions to the draft, based upon one round of comments, will be provided within ten days of receipt of such comments. PSA26-4007TRAN Exhibit "A" (Cont.) Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B Schedule ASM will complete the listed Scope of Work in accordance with all project requirements and construction schedule upon receipt of signed contract and Notice to Proceed. ASM requires 48 hours’ notice prior to providing on-site monitors. Cost ASM’s fixed-fee cost to attend one preconstruction meeting, conduct project administration, provide 10 days of archaeological and Native American monitoring, and prepare the technical report is $25,000.00. ASM can provide additional days of monitoring if requested under an expedited augment as to not affect the construction schedule at a daily rate of $2,000.00 or half-day rate of $1,300.00. Scope Cost Project Administration, Kickoff, permitting $1,000.00 10 Days of Archaeological and Native American Monitoring $20,000.00 Technical Report Preparation $4,000.00 Assumptions •Workdays will be for 8 hours with no overtime; •ASM will provide up to 10 day minimum of archaeological and Native American monitoring; •State Parks 412A permit may be required; •The results of monitoring will be negative and a brief report only will be prepared at the conclusion of the monitoring; •Attendance at one preconstruction meeting is included; •Additional meetings with the client and or public meetings are not required; •No archaeological survey or built environment evaluation will be conducted; •Should Built Environment assessment be required, services can be provided under an augment; •No formal evaluation or mitigation services will be required for any finds; and •If any additional testing or site mitigation is required, it will be performed under augment. PSA26-4007TRAN Exhibit "A" (Cont.) Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B Proposal Acceptance Title: Proposal to Conduct Archaeological and Native American Monitoring - City of Carlsbad Beach Access Repair Project Cost: Scope Cost Project Kickoff $1,000.00 10 Days of Archaeological and Native American Monitoring $20,000.00 Technical Report Preparation $4,000.00 Accepted by: ______________________________________ ______________________________________ Signature Print Name ______________________________________ ______________________________________ Title Date ______________________________________ Company Name _____________________________________ Billing Address ______________________________________ Email Address ______________________________________ Phone PSA26-4007TRAN Exhibit "A" (Cont.) Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 09/11/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Lena Marrujo NAME: FALCON WEST INSURANCE BROKERS, INC. ~gN,:0 Extl: (619) 297-9181 I FAX (A/C, No): (619) 297-3366 License# 0616640 E-MAIL lenam@falconwest.com ADDRESS: 3111 Camino Del Rio North,#400 INSURER(S) AFFORDING COVERAGE NAIC# San Diego CA 92108 INSURERA: lronshore Specialty Insurance Company 25445 INSURED INSURERB: Wesco Insurance Co 25011 ASM Affiliates INSURERC: Technology Ins Co 42376 2701 Loker Ave W, Ste. 145 INSURERD: INSURERE: Carlsbad CA 92010 INSURERF: COVERAGES CERTIFICATE NUMBER: 25-26 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICYEFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYYI (MM/DD/YYYYI X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 I CLAIMS-MADE [81 OCCUR LJ"M"\>C: I\ Yi""" I C:LJ PREMISES Ea occurrence) $ 500,000 X General Liability Deductible $5,000 MED EXP (Any one person) $ 25,000 -A X Pollution Liability Deductible $5,000 y IEPUW0030991301 09/10/2025 09/10/2026 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ POLICY [81 ~rg: □ LOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: Pollution Liability $ 1,000,000 AUTOMOBILE LIABILITY fic~~:~;~i/>INGLE LIMIT $ 1,000,000 X ANYAUTO BODILY INJURY (Per person) $ --OWNED SCHEDULED B WPP1985718 03 09/10/2025 09/10/2026 BODILY INJURY (Per accident) $ -AUTOS ONLY -AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accidentl --$ UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 9,000,000 -A X EXCESS LIAB CLAIMS-MADE XSCUW0030991401 09/10/2025 09/10/2026 AGGREGATE $ 9,000,000 DED I I RETENTION $ $ WORKERS COMPENSATION XI ~ffTUTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N 1,000,000 C ANY PROPRIETOR/PARTNER/EXECUTIVE ~ y TWC4684451 09/10/2025 09/10/2026 E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ Each Incident Limit $1,000,000 A Professional Liability y IEPUW0030991301 09/10/2025 09/10/2026 Aggregate Limit $1,000,000 Deductible $25,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad/CMWD, Carlsbad Municipal Water District, PROPERTY OWNERS, EACH OF THEIR RESPECTIVE AFFILIATED, RELATED, PARENT AND SUBSIDIARY COMPANIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LENDERS AND RECEIVERS are included as Additional Insureds as required by written contract on the General Liability policy. A waiver of subrogation is in favor of the certificate holder as required by written contract on the Workers Compensation policy. *30 Days Notice of Cancellation with 10 days Notice for Non-payment of premium in accordance with the policy provisions. CERTIFICATE HOLDER CANCELLATION City of Carlsbad /CMWD c/o EXIGIS Insurance Compliance Services SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE P.O. Box947 Murrieta CA 92564 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B Insured Name: ASM Affiliates ~1\' IRONSHORE,. A Liberty Mutual Company IRONSHORE SPECIALTY INSURANCE COMPANY 175 Berkeley Street Boston, MA 02116 Toll Free: (877) IRON411 Policy Number: IEPUW0030991301 ENVIRONMENTAL PROTECTION INSURANCE COVERAGE PACKAGE (EPIC PAC) TABLE OF CONTENTS SECTION I -COVERAGES.......................................................................................................................... PAGE COVERAGE PART I: COMMERCIAL GENERAL LIABILITY AND POLLUTION LIABILITY................................. 2 COVERAGE PART I -Coverage Specific Insuring Agreements and Exclusions....................................... 2 Coverage A: General Bodily Injury and Property Damage Liability................................................... 2 Coverage B: Hostile Fire and Building Equipment Liability............................................................... 4 Coverage C: Products Pollution and Exposure Liability.................................................................... 4 Coverage D: Time-Element Pollution Bodily Injury and Property Damage Liability.......................... 5 Coverage E: Non-Owned Site Pollution Bodily Injury and Property Damage Liability....................... 5 Coverage F: Pollution Liability during Transportation...................................................................... 6 Coverage G: Contractors Pollution Liability..................................................................................... 7 COVERAGE PART I -Common Insuring Agreement............................................................................. 8 COVERAGE PART I -Supplementary Payments................................................................................... 9 COVERAGE PART I -Common Exclusions............................................................................................ 10 COVERAGE PART II: MISCELLANEOUS COVERAGES................................................................................ 13 Coverage A: Personal and Advertising Injury Liability...................................................................... 13 Coverage B: Employee Benefits Administration Liability................................................................. 15 Coverage C: Medical Payments....................................................................................................... 16 Coverage D: Product Withdrawal Expenses..................................................................................... 17 Coverage E: Image Restoration Expenses........................................................................................ 18 Coverage F: Disinfection Event Expenses........................................................................................ 18 Coverage G: Pre-Claim Event Expenses........................................................................................... 19 COVERAGE PART II -Supplementary Payments.................................................................................. 20 COVERAGE PART Ill: SITE POLLUTION INCIDENT LEGAL LIABILITY.......................................................... 20 Coverage A: Bodily Injury and Property Damage Liability................................................................ 20 Coverage B: First and Third Party On-Site Clean-Up Costs............................................................... 21 Coverage C: Off-Site Clean-Up Costs............................................................................................... 22 COVERAGE PART Ill -Common Exclusions......................................................................................... 24 COVERAGE PART IV -PROFESSIONAL LIABILITY.................................................................................... 26 SECTION II -WHO IS AN INSURED........................................................................................................... 29 SECTION Ill -LIMITS OF INSURANCE AND DEDUCTIBLE............................................................................ 31 SECTION IV -CONDITIONS....................................................................................................................... 33 SECTION V -DEFINITIONS........................................................................................................................ 39 IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 1 of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B ENVIRONMENTAL PROTECTION INSURANCE COVERAGE PACKAGE (EPIC PAC) COVERAGE FORM Various provisions in this policy restrict coverage. Please read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the Company providing this insurance. COVERAGE PART Ill -SITE POLLUTION INCIDENT LEGAL LIABILITY and COVERAGE PART IV -PROFESSIONAL LIABILITY of this policy are limited to claims that are first made and reported to us within the policy period or, if applicable, the extended reporting period. The word "insured" means any person or organization qualifying as such under SECTION II -WHO IS AN INSURED. Defined terms, other than headings, appear in bold face type. Refer to SECTION V -DEFINITIONS. Subject to and contingent upon your payment in full of the premium when due and any applicable deductible and in reliance upon the truth, accuracy and completeness of the statements in the insurance application and any materials submitted in connection therewith or prior thereto, and subject to all terms, conditions, limitations, and exclusions of this policy, we agree with you to the following: SECTION I -COVERAGES COVERAGE PART I: COMMERCIAL GENERAL LIABILITY AND POLLUTION LIABILITY COVERAGE PART I -Coverage Specific Insuring Agreements and Exclusions Coverage A: General Bodily Injury and Property Damage Liability 1. Insuring Agreement We will pay those sums that the insured becomes legally obligated to pay as damages because of bodily injury or property damage to which this insurance applies but only if: a. The bodily injury or property damage is caused by an occurrence that takes place in the coverage territory; and b. The bodily injury or property damage takes place during the policy period. 2. Exclusions In addition to exclusions found in COVERAGE PART I -Common Exclusions this insurance does not apply to any: a. Aircraft, Auto or Watercraft Bodily injury or property damage arising out of the ownership, maintenance, use or entrustment to others of any aircraft, auto or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and loading or unloading. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the occurrence which caused the bodily injury or property damage involved the ownership, maintenance, use or entrustment to others of any aircraft, auto or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is not being used to carry persons or property for a charge; (3) An aircraft hired or chartered by or loaned to an insured with a paid crew; (4) Parking an auto on, or on the ways next to, premises you own or rent, provided the auto is not owned by or rented or loaned to you or the insured; (5) Liability assumed under any insured contract for the ownership, maintenance or use of aircraft or watercraft; or IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 2of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B (6) Bodily injury or property damage arising out of the operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of mobile equipment if it were not subject to a compulsory or financial responsibility law where it is licensed or principally garaged or the operation of any of the machinery or equipment listed in Paragraph f. (2) or f. (3) of the definition of mobile equipment. b. Asbestos and Lead (1) Bodily injury arising, in whole or in part, out of the presence, ingestion, inhalation or absorption of, or exposure to, asbestos, asbestos containing materials, lead or lead containing materials in any form; or (2) Property damage arising, in whole or in part, out of the presence of, or exposure to, asbestos, asbestos containing materials, lead or lead containing materials in any form. c. Employment -Related Practices Bodily injury to: (1) A person arising out of any refusal to employ that person, termination of that person's employment or employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of the person as a consequence of bodily injury to that person at whom any of the employment-related practices described in Paragraph (1) immediately above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. d. Liquor Liability Bodily injury or property damage for which any insured may be held liable by reason of causing or contributing to the intoxication of any person, the furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol, or any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured or providing or failing to provide transportation with respect to any person that may be under the influence of alcohol if the occurrence which caused the bodily injury or property damage, involved that which is described in the Paragraph immediately above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. e. Mobile Equipment Bodily injury or property damage arising out of the transportation of mobile equipment by an auto owned or operated by or rented or loaned to any insured or the use of mobile equipment in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition or stunting activity. f. Personal And Advertising Injury Bodily injury arising out of personal and advertising injury. g. Pollution (1) Bodily injury or property damage caused, in whole or in part, by a pollution incident or pollutants. (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others incur clean-up costs; or (bl Claim or suit by or on behalf of a governmental authority for damages because of clean-up costs. h. Recording And Distribution Of Material Or Information In Violation Of Law Bodily injury or property damage arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 3of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Coverage B: Hostile Fire and Building Equipment Liability 1. Insuring Agreement We will pay those sums that the insured becomes legally obligated to pay as damages to which this insurance applies because of: a. Bodily injury sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; and b. Bodily injury or property damage arising out of heat, smoke or fumes from a hostile fire, But only if: (1) The bodily injury or property damage is caused by an occurrence that takes place in the coverage territory; and (2) The bodily injury or property damage takes place during the policy period. 2. Exclusions In addition to exclusions found in COVERAGE PART I -Common Exclusions, this insurance does not apply to any: a. Aircraft, Auto or Watercraft Bodily injury or property damage arising out of the ownership, maintenance, use or entrustment to others of any aircraft, auto or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and loading or unloading. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the occurrence which caused the bodily injury or property damage involved the ownership, maintenance, use or entrustment to others of any aircraft, auto or watercraft that is owned or operated by or rented or loaned to any insured. b. Asbestos and Lead (1) Bodily injury arising, in whole or in part, out of the presence, ingestion, inhalation or absorption of, or exposure to, asbestos, asbestos containing materials, lead or lead containing materials in any form; or (2) Property damage arising, in whole or in part, out of the presence of, or exposure to, asbestos, asbestos containing materials, lead or lead containing materials in any form. Coverage C: Products Pollution and Exposure Liability 1. Insuring Agreement We will pay those sums that the insured becomes legally obligated to pay as damages to which this insurance applies because of: a. Bodily injury, property damage or environmental damage that results from a pollution incident caused by your product and included in the products-completed operations hazard; or b. Bodily injury or property damage that results from the ingestion, inhalation or absorption of, contact with, or exposure to, any fumes, dust, particles, vapors, liquids or other substances that are or originate from your product and included in the products-completed operations hazard, But only if: (1) The bodily injury, property damage or environmental damage is caused by an occurrence that takes place in the coverage territory; and (2) The bodily injury, property damage or environmental damage takes place during the policy period. 2. Exclusions IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page4of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B In addition to exclusions found in COVERAGE PART I -Common Exclusions, this insurance does not apply to any: a. Asbestos (1) Bodily injury arising, in whole or in part, out of the presence, ingestion, inhalation or absorption of, or exposure to, asbestos or asbestos containing materials in any form; (2) Property damage arising, in whole or in part, out of the presence of, or exposure to, asbestos or asbestos containing materials in any form; or (3) Environmental damage arising, in whole or in part, from asbestos or asbestos containing materials in, on, or applied to any building or other structure. This exclusion does not apply to clean-up costs for the remediation of soil, surface water or groundwater. b. Product Disposal Bodily injury, property damage or environmental damage arising out of the disposal of your product. c. Products as Waste Environmental damage arising out of your product which is waste. d. Transportation Bodily injury, property damage or environmental damage arising during transportation. Coverage D: Time-Element Pollution Bodily Injury and Property Damage Liability 1. Insuring Agreement We will pay those sums that the insured becomes legally obligated to pay as damages because of bodily injury or property damage to which this insurance applies that results from a time-element pollution incident on, at, under or migrating from any location which is owned or occupied by you and which is not specifically scheduled as an insured site but only if: a. The bodily injury or property damage is caused by an occurrence that takes place in the coverage territory; b. The bodily injury or property damage takes place during the policy period; c. You discover the pollution incident within ten (10) days of commencement of the pollution incident; and d. The pollution incident is reported to us in writing within thirty (30) days of commencement of the pollution incident. 2. Exclusions In addition to exclusions found in COVERAGE PART I -Common Exclusions, this insurance does not apply to any: a. Criminal Fines, Penalties and Assessments Criminal fines, criminal penalties or criminal assessments. b. Noncompliance Bodily injury or property damage that results from or are associated with a responsible executives intentional disregard of, or deliberate, knowing, willful or dishonest noncompliance with any environmental law, including but not limited to the failure to comply with any regulation applicable to air emissions or effluent discharges, or any other statute, regulation, ordinance, order, administrative complaint, notice of violation, notice letter, or instruction by or on behalf of any governmental agency or representative or other federal, state, local or other applicable legal requirement. However, this exclusion shall not apply to noncompliance based upon: (1) Good faith reliance upon specific written advice of qualified counsel received in advance of such noncompliance; or (2) Reasonable efforts to mitigate a pollution incident that necessitates immediate action, provided that such pollution incident is reported to us in writing within fourteen (14) days of its commencement. c. Transportation Bodily injury or property damage arising during transportation. Coverage E: Non-Owned Site Pollution Bodily Injury and Property Damage Liability 1. Insuring Agreement IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 5 of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B We will pay those sums that the insured becomes legally obligated to pay as damages because of bodily injury or property damage to which this insurance applies that results from a pollution incident on, at, under or migrating from any non-owned site but only if: a. The bodily injury or property damage is caused by an occurrence that takes place in the coverage territory; and b. The bodily injury or property damage takes place during the policy period. 2. Exclusions In addition to exclusions found in COVERAGE PART I -Common Exclusions, this insurance does not apply to any: a. Criminal Fines, Penalties and Assessments Criminal fines, criminal penalties or criminal assessments. b. Noncompliance Bodily injury or property damage that results from or is associated with a responsible executives intentional disregard of, or deliberate, knowing, willful or dishonest noncompliance with any environmental law, including but not limited to the failure to comply with any regulation applicable to air emissions or effluent discharges, or any other statute, regulation, ordinance, order, administrative complaint, notice of violation, notice letter, or instruction by or on behalf of any governmental agency or representative or other federal, state, local or other applicable legal requirement. However, this exclusion shall not apply to noncompliance based upon: (1) Good faith reliance upon specific written advice of qualified counsel received in advance of such non-compliance; or (2) Reasonable efforts to mitigate a pollution incident that necessitates immediate action, provided that such pollution incident is reported to us in writing within fourteen (14) days of its commencement. c. Prior Pollutants or Pollution Incident Bodily injury or property damage arising out of pollutants or a pollution incident to the extent such pollutants or pollution incident was known to a responsible executive prior to the effective date of the policy period. This exclusion does not apply if the pollutants or pollution incident giving rise to the bodily injury or property damage is specifically referenced or identified on a Prior Pollutants or Pollution Incident Exclusion Amendment Endorsement attached to this policy. d. Transportation Bodily injury or property damage arising during transportation. Coverage F: Pollution Liability during Transportation 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages to which this insurance applies because of: (1) Bodily injury, property damage or environmental damage that results from a pollution incident during transportation; or (2) Bodily injury, property damage or environmental damage that results from misdelivery during transportation, But only if: (a) The bodily injury, property damage or environmental damage is caused by an occurrence that takes place in the coverage territory; and (b) The bodily injury, property damage or environmental damage takes place during the policy period. b. We will pay emergency response expense incurred by or on behalf of any insured in response to an imminent and substantial threat to human health or the environment that results from a pollution incident during transportation or misdelivery during transportation but only if: (1) The pollution incident or misdelivery commenced during the policy period; (2) The pollution incident or misdelivery takes place in the coverage territory; IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 6of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B (3) The emergency response expense is incurred within seven (7) days of the commencement of the pollution incident or misdelivery; and (4) The pollution incident or misdelivery and related emergency response expense are reported to us in writing within fourteen (14) days of the commencement of the pollution incident or misdelivery. 2. Exclusions In addition to exclusions found in COVERAGE PART I -Common Exclusions, this insurance does not apply to any: a. Criminal Fines, Penalties and Assessments Criminal fines, criminal penalties or criminal assessments. b. Damage to Conveyance Property damage to any conveyance utilized during transportation. This exclusion does not apply to claims made by third-party carriers for such property damage arising from the insured's negligence. c. Insured Site Transportation Environmental damage arising out of a pollution incident during transportation within the boundaries of an insured site. d. Noncompliance Bodily injury, property damage or environmental damage that results from or is associated with a responsible executives intentional disregard of, or deliberate, knowing, willful or dishonest noncompliance with any environmental law, including but not limited to the failure to comply with any regulation applicable to air emissions or effluent discharges, or any other statute, regulation, ordinance, order, administrative complaint, notice of violation, notice letter, or instruction by or on behalf of any governmental agency or representative or other federal, state, local or other applicable legal requirement. However, this exclusion shall not apply to noncompliance based upon: (1) Good faith reliance upon specific written advice of qualified counsel received in advance of such noncompliance; or (2) Reasonable efforts to mitigate a pollution incident that necessitates immediate action, provided that such pollution incident is reported to us in writing within fourteen (14) days of its commencement. e. Prior Pollutants or Pollution Incidents Bodily injury, property damage or environmental damage arising out of pollutants or a pollution incident to the extent such pollutants or pollution incident was known to a responsible executive prior to the effective date of the policy period. This exclusion does not apply if the pollutants or pollution incident giving rise to the bodily injury, property damage or environmental damage is specifically referenced or identified on a Prior Pollutants or Pollution Incident Exclusion Amendment Endorsement attached to this policy. Coverage G: Contractors Pollution Liability 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of bodily injury, property damage or environmental damage to which this insurance applies that results from a pollution incident caused by your work at any location which was not at any time owned or occupied by any insured but only if: (1) The bodily injury, property damage or environmental damage is caused by an occurrence that takes place in the coverage territory; and (2) The bodily injury, property damage or environmental damage takes place during the policy period. b. We will pay emergency response expense incurred by or on behalf of any insured in response to an imminent and substantial threat to human health or the environment that results from a pollution incident caused by your work at any location which was not at any time owned or occupied by any insured but only if: (1) The pollution incident commenced during the policy period; (2) The pollution incident takes place in the coverage territory; (3) The emergency response expenses are incurred within seven (7) days of the commencement of the pollution incident; and IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 7 of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B (4) The pollution incident and related emergency response expenses are reported to us within fourteen (14) days of the commencement of the pollution incident. 2. Exclusions In addition to exclusions found in COVERAGE PART I -Common Exclusions, this insurance does not apply to any: a. Criminal Fines, Penalties and Assessments Criminal fines, criminal penalties or criminal assessments. b. Disposal Site Bodily injury, property damage or environmental damage arising out of a pollution incident on, at, under or migrating from any transfer, storage, disposal, landfill, treatment or consolidation location beyond the boundaries of a job site where your work is performed. c. Noncompliance Bodily injury, property damage or environmental damage that results from or are associated with a responsible executives intentional disregard of, or deliberate, knowing, willful or dishonest noncompliance with any environmental law, including but not limited to the failure to comply with any regulation applicable to air emissions or effluent discharges, or any other statute, regulation, ordinance, order, administrative complaint, notice of violation, notice letter, or instruction by or on behalf of any governmental agency or representative or other federal, state, local or other applicable legal requirement. However, this exclusion shall not apply to noncompliance based upon: (1) Good faith reliance upon specific written advice of qualified counsel received in advance of such noncompliance; or (2) Reasonable efforts to mitigate a pollution incident that necessitates immediate action, provided that such pollution incident is reported to us in writing within fourteen (14) days of its commencement. d. Prior Pollutants or Pollution Incidents Bodily injury, property damage or environmental damage arising out of pollutants or a pollution incident resulting from your work to the extent such pollutants or pollution incident resulting from your work was known to a responsible executive prior to the effective date of the policy period. This exclusion does not apply if the pollutants or pollution incident giving rise to the bodily injury, property damage or environmental damage is specifically referenced, or identified on a Prior Pollutants or Pollution Incident Amendment Endorsement attached to this policy. e. Transportation Bodily injury, property damage or environmental damage arising during transportation. COVERAGE PART I -Common Insuring Agreement The following insuring agreements apply to Coverages A through G inclusive: 1. We will have the right and duty to defend the insured against any suit seeking damages for bodily injury, property damage or environmental damage to which any of Coverages A through G applies. However, we will have no duty to defend the insured against any suit seeking damages to which any of those coverages do not apply. We may, at our discretion, investigate any occurrence and settle any claim or suit that may result. But: a. The amount we will pay for damages is limited as described in SECTION Ill -LIMITS OF INSURANCE AND DEDUCTIBLE; b. Our right and duty to defend ends when we have used up the applicable limits of insurance in the payment of judgments, settlements, clean-up costs or emergency response expense under the applicable coverage found in Coverage Part I; and c. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under COVERAGE PART I -Supplementary Payments. 2. Bodily injury, property damage or environmental damage will be deemed to have been known to have occurred at the earliest time when any responsible executive: a. Reports all, or any part, of the bodily injury, property damage or environmental damage to us or any other insurer; b. Receives a written or verbal demand or claim for damages because of the bodily injury, property damage or environmental damage; or IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 8of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B c. Becomes aware by any other means that bodily injury, property damage or environmental damage has occurred or has begun to occur. 3. The following applies to progressive or indivisible bodily injury, property damage or environmental damage, including any continuation, change or resumption of such bodily injury, property damage or environmental damage, which takes place over a period of days, weeks, months or longer caused by continuous or repeated exposure to the same, related or continuous: (i) pollution incident; or (ii) general harmful conditions or substances: a. Such bodily injury, property damage or environmental damage shall be deemed to have taken place only on the date of first exposure to such pollution incident or general harmful conditions or substances; or b. Such bodily injury, property damage or environmental damage shall be deemed to have taken place during the policy period of the first policy issued by us to you providing coverage substantially the same as that provided by COVERAGE PART I of this policy for bodily injury, property damage or environmental damage that takes place during the policy period but only if: (1) The date of first exposure cannot be determined or is before the effective date of the first policy issued by us to you providing coverage substantially the same as that provided by COVERAGE PART I of this policy for bodily injury, property damage or environmental damage that takes place during the policy period; and (2) Such bodily injury, property damage or environmental damage continues, in fact, to take place during this policy period. 4. If the same, related or continuous pollution incident or general harmful conditions or substances results in bodily injury, property damage or environmental damage that takes place during the policy periods of different policies issued by us to you providing coverage substantially the same as that provided by COVERAGE PART I of this policy for bodily injury, property damage or environmental damage that takes place during the policy period: a. All such bodily injury, property damage and environmental damage shall be deemed to have taken place only during the first policy period of such policies in which any of the bodily injury, property damage or environmental damage took place; and b. All damages arising from all such bodily injury, property damage or environmental damage shall be deemed to have arisen from one occurrence and shall be subject to the Each Occurrence Limit applicable to the policy for such first policy period. 5. Damages because of bodily injury include damages claimed by any person or organization for care, loss of services or death resulting at any time from the bodily injury. COVERAGE PART I -Supplementary Payments 1. We will pay, with respect to any claim we investigate or settle, or any suit against an insured we defend under COVERAGE PART I: a. All expenses we incur. b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which bodily injury in COVERAGE PART I applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or suit, including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the suit. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a suit and an indemnitee of the insured is also named as a party to the suit, we will defend that indemnitee if all of the following conditions are met: a. The suit against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an insured contract; IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 9of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same insured contract; d. The allegations in the suit and the information we know about the occurrence are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of the indemnitee against such suit and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (al Cooperate with us in the investigation, settlement or defense of the suit; (bl Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the suit; (cl Notify any other insurer whose coverage is available to the indemnitee; and (dl Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2l Provides us with written authorization to: (al Obtain records and other information related to the suit; and (bl Conduct and control the defense of the indemnitee in such suit. So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as COVERAGE PART I -Supplementary Payments. Notwithstanding the provisions of COVERAGE PART I -Common Exclusions, Exclusion a. Contractual Liability, Paragraph (2l, such payments will not be deemed to be damages for bodily injury, property damage and environmental damage and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as COVERAGE PART I -Supplementary Payments ends when we have used up the applicable limit of insurance in the payment of judgments or settlements; or the conditions set forth above, or the terms of the agreement described in Paragraph f. immediately above, are no longer met. COVERAGE PART I -Common Exclusions: The insurance provided in COVERAGE PART I does not apply to any: a. Contractual Liability Bodily injury, property damage or environmental damage for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1l That the insured would have in the absence of the contract or agreement; or (2l Assumed in a contract or agreement that is an insured contract, provided the bodily injury, property damage or environmental damage occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an insured contract, reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of bodily injury, property damage or environmental damage, provided: (al Liability to such party for, or for the cost of, that party's defense has also been assumed in the same insured contract; and (bl Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. b. Damage to Impaired Property or Property Not Physically Injured Property damage or environmental damage to impaired property or property that has not been physically injured, arising out of: (1l A defect, deficiency, inadequacy or dangerous condition in your product or your work; or (2l A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 10of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to your product or your work after it has been put to its intended use. c. Damage to Property Property damage or environmental damage to: (1) Property you own or occupy including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the property damage or environmental damage arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the property damage or environmental 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, lightning or explosion) to premises, including the contents of such premises, rented to you for a period of thirty (30) or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in SECTION Ill -LIMITS OF INSURANCE AND DEDUCTIBLE. Paragraph (2) of this exclusion does not apply if the premises are your work and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to property damage or environmental damage included in the products-completed operations hazard. d. Damage to Your Product Property damage to your product arising out of it or any part of it. e. Damage to Your Work Property damage or environmental damage to your work arising out of it or any part of it and included in the products completed operations hazard. This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor or for liability assumed under a sidetrack agreement. f. Electronic Data and Access or Disclosure of Confidential or Personal Information Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) immediately above. However, unless Paragraph (1) immediately above applies, this exclusion does not apply to damages because of bodily injury. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. g. Employer's Liability IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 11of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B Bodily injury to: (1) An employee of the insured, arising out of and in the course of employment by the insured or performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that employee as a consequence of Paragraph (1) immediately above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an insured contract. h. Expected or Intended Injury or Damage Bodily injury, property damage or environmental 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. i. Insurance Provided in Other Coverage Parts Bodily injury, property damage, environmental damage, or any other injury or damage, for which coverage is provided by any other COVERAGE PART of this policy. j. Known Injury or Damage Bodily injury, property damage or environmental damage that occurred in whole or in part prior to the policy period and was known prior to the policy period by a responsible executive. Any continuation, change or resumption of such bodily injury, property damage or environmental damage will be deemed to have been known by a responsible executive prior to the policy period. This exclusion does not apply to any continuation, change or resumption of environmental damage caused by your work performed after the effective date of the policy period. k. Naturally Present Pollutants Property damage or environmental damage arising out of pollutants at levels naturally present where the environmental damage or property damage occurs. However, this exclusion does not apply: a. To clean-up costs required by environmental laws governing the liability or responsibilities of an insured to respond to a pollution incident; or b. If such damage is a result of an unexpected or unintended pollution incident arising from your work. I. Nuclear Material Bodily injury, property damage or environmental damage based upon or arising out of the radioactive, toxic or explosive properties of nuclear material and with respect to which the insured is: (1) Required to maintain financial protection pursuant to the Atomic Energy Act of 1954; (2) Entitled to indemnity from the United States of America or any agency thereof; or (3) An insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of limits. m. Recall of Products, Work or Impaired property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of, your product, your work or impaired property if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. n. War Bodily injury, property damage or environmental damage, however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 12of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. o. Workers Compensation and Similar Laws Any obligation of the insured under workers' compensation, disability benefits or unemployment compensation law or any similar law. COVERAGE PART I -Coverage A., Paragraph 2., Exclusions a., e. and f. and COVERAGE PART I -Common Exclusions, Exclusion b., through g. inclusive and m. through o. inclusive do not apply to damage by fire, lightning or explosion to premises while rented to or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION Ill -LIMITS OF INSURANCE AND DEDUCTIBLE, Paragraph 5. COVERAGE PART II: MISCELLANEOUS COVERAGES Coverage A: Personal and Advertising Injury Liability 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of personal and advertising injury to which this insurance applies. We will have the right and duty to defend the insured against any suit seeking those damages. However, we will have no duty to defend the insured against any suit seeking damages for personal and advertising injury to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or suit that may result. But: (1) The amount we will pay for damages is limited as described in SECTION Ill -LIMITS OF INSURANCE AND DEDUCTIBLE; (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under this Coverage A; and (3) No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under COVERAGE PART II -Supplementary Payments. b. This insurance applies to personal and advertising injury caused by an offense arising out of your business but only if the offense was committed in the coverage territory during the policy period. c. If the same, related or continuous offense is committed during the policy periods of different policies issued by us to you providing coverage substantially the same as that provided by COVERAGE PART II -Coverage A: Personal and Advertising Injury Liability for offenses committed during the policy period, all such offenses shall be deemed to have taken place only during the first policy period of such policies in which any of the offenses were committed. 2. Exclusions This insurance does not apply to any: a. Breach of Contract Personal and advertising injury arising out of a breach of contract, except an implied contract to use another's advertising idea in your advertisement. b. Criminal Acts Personal and advertising injury arising out of a criminal act committed by or at the direction of the insured. c. Contractual Liability Personal and advertising injury for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. d. Electronic Data and Access or Disclosure of Confidential or Personal Information Personal and advertising injury arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 13of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. e. Electronic Chatrooms or Bulletin Boards Personal and advertising injury arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. f. Infringement of Copyright, Patent, Trademark or Trade Secret Personal and advertising injury arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your advertisement. However, this exclusion does not apply to infringement, in your advertisement, of copyright, trade dress or slogan. g. Insurance Provided in Other Coverage Parts Personal and advertising injury, or any other injury or damage, for which coverage is provided by any other COVERAGE PART of this policy. h. Insureds in Media and Internet Type Businesses Personal and advertising injury committed by an insured whose business is advertising, broadcasting, publishing or telecasting, designing or determining content of websites for others or an Internet search, access, content or service provider. However, this exclusion does not apply to paragraphs 37 a., b. and c. of personal and advertising injury under SECTION V - DEFINITIONS. For the purpose of this exclusion, the placing of frames, borders, or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. i. 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. j. Material Published Prior to Policy Period Personal and advertising injury arising out of oral or written publication, in any manner, of material whose first publication took place before the beginning of the policy period. k. Material Published with Knowledge of Falsity Personal and advertising injury arising out of oral or written publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. I. Pollution (1) Personal and advertising injury arising, in whole or in part, out a pollution incident or pollutants. (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others incur clean-up costs; or (b) Claim or suit by or on behalf of a governmental authority for damages because of clean-up costs. m. Quality of Performance of Goods -Failure to Conform to Statements Personal and advertising injury arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your advertisement. n. Recording And Distribution Of Material Or Information In Violation Of Law Personal and advertising injury arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 14of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. o. Unauthorized Use of Another's Name or Product Personal and advertising injury arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. p. War Personal and advertising injury, however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. q. Wrong Description of Prices Personal and advertising injury arising out of the wrong description of the price of goods, products or services stated in your advertisement. Coverage B: Employee Benefits Administration Liability 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of a negligent act, error or omission of the insured, or of any other person for whose acts the insured is legally liable, in the administration of your employee benefits program to which this insurance applies. We will have the right and duty to defend the insured against any suit seeking those damages. However, we will have no duty to defend the insured against any suit seeking damages to which this insurance does not apply. We may, at our discretion, investigate any report of an act, error or omission and settle any claim or suit that may result. But: (1) The amount we will pay for damages is limited as described in SECTION Ill -LIMITS OF INSURANCE; (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under this Coverage B; and (3) No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under COVERAGE PART II -Supplementary Payments. b. This insurance applies to damages only if the negligent act, error or omission takes place in the coverage territory. 2. Exclusions This insurance does not apply to any: a. Available Benefits Claim for benefits to the extent that such benefits are available, with reasonable effort and cooperation of the insured, from the applicable funds accrued or other collectible insurance. b. Bodily Injury, Property Damage, or Personal and Advertising Injury Damages arising out of bodily injury, property damage or personal and advertising injury. c. Employment-Related Practices Damages arising out of wrongful termination of employment, discrimination, or other employment-related practices. d. ERISA Damages for which any insured is liable because of liability imposed on a fiduciary by the Employee Retirement Income Security Act of 1974, as now or hereafter amended, or by any similar federal, state or local laws. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 15 of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B e. Dishonest, Fraudulent, Criminal Or Malicious Act Damages arising out of any intentional, dishonest, fraudulent, criminal or malicious act, error or omission, committed by any insured, including the willful or reckless violation of any statute. f. Failure To Perform A Contract Damages arising out of failure of performance of contract by any insurer. g. Insufficiency Of Funds Damages arising out of an insufficiency of funds to meet any obligations under any plan included in the employee benefit program. h. Inadequacy Of Performance Of lnvestmenVAdvice Given With Respect To Participation Claim based upon failure of any investment to perform, errors in providing information on past performance of investment vehicles or advice given to any person with respect to that person's decision to participate or not to participate in any plan included in the employee benefit program. i. Insurance Provided in Other Coverage Parts Damages for which coverage is provided by any other COVERAGE PART of this policy. j. Prior Act, Error or Omission Claim arising from any act, error or omission known, prior to the effective date of the policy period, to a responsible executive if such responsible executive knew or could have reasonably foreseen that such an act, error or omission could give rise to a claim under this policy. k. Taxes, Fines Or Penalties Taxes, fines or penalties, including those imposed under the Internal Revenue Code or any similar state or local law. I. Workers' Compensation And Similar Laws Claim arising out of your failure to comply with the mandatory provisions of any workers' compensation, unemployment compensation insurance, social security or disability benefits law or any similar law. Coverage C: Medical Payments 1. Insuring Agreement a. We will pay medical expenses as described below for bodily injury caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a) The accident takes place in the coverage territory and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral service. 2. Exclusions We will not pay expenses for any bodily injury: a. Any Insured IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 16of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B To any insured, except volunteer workers. b. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletics contests. c. COVERAGE PART I Exclusions Excluded under Coverage A of COVERAGE PART I and COVERAGE PART I -Common Exclusions d. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. e. Injury on Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. f. Products-completed operations hazard Included within the products-completed operations hazard. g. Workers Compensation and Similar Laws To a person, whether or not an employee of any insured, if benefits for the bodily injury are payable or must be provided under workers compensation or disability benefits law or a similar law. Coverage D: Product Withdrawal Expenses 1. Insuring Agreement a. We will reimburse you for product withdrawal expenses incurred by you because of a product withdrawal to which this insurance applies but only if the product withdrawal is initiated in the coverage territory during the policy period because: (1) You determine that the product withdrawal is necessary; or (2) An authorized government entity has ordered you to conduct a product withdrawal. b. We will reimburse product withdrawal expenses only if the product that is the subject of the product withdrawal was manufactured or distributed no more than twelve (12) months prior to the beginning of the policy period. The amount of such reimbursement is limited as described in SECTION Ill -LIMITS OF INSURANCE AND DEDUCTIBLE. No other obligation or liability to pay sums or perform acts or services is covered. c. The initiation of a product withdrawal will be deemed to have been made only at the earliest of the following times: (1) When you first announced, in any manner, to the general public, your vendors or to your employees (other than those employees directly involved in making the determination) your decision to conduct or participate in a product withdrawal. This applies regardless of whether the determination to conduct a product withdrawal is made by you or is requested by a third party; or (2) When you first received, either orally or in writing, notification of an order from an authorized governmental entity to conduct a product withdrawal. d. Product withdrawal expenses incurred to withdraw your products which contain the same or substantially similar defects will be deemed to have arisen out of the same product withdrawal. 2. Exclusions This insurance does not apply to any: a. Concealment or Fraud Product withdrawal expenses arising out of your or any other insured's engagement in fraudulent conduct or intention concealment or misrepresentation of a material fact concerning a product withdrawal or product withdrawal expenses incurred by you. b. Damages, Fines and Penalties Compensatory damages, fines, penalties, punitive or exemplary or other non-compensatory damages. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 17 of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B c. Defense of Claim or Suit Defense of a claim or suit against you for liability arising out of a product withdrawal. d. Deterioration, Decomposition or Chemical Transformation Product withdrawal initiated due to transformation of a chemical nature, deterioration or decomposition of your product. This exclusion does not apply if such transformation is caused by: (1) An error in manufacturing, design, or processing; or (2) Product tampering. e. Expiration of Shelf Life Product withdrawal initiated due to expiration of the designated shelf life of your product. f. Governmental Ban Product withdrawal initiated due to the fact that your product, or a component contained within your product, has been: (1) Banned from the market by an authorized government entity prior to the policy period; or (2) Distributed or sold by you subsequent to any governmental ban. g. Known Defect Product withdrawal initiated because of a defect in your product known to exist by a responsible executive, prior to the policy period or prior to the time your product leaves your control or possession. h. Product Failure Product withdrawal initiated due to the failure of your product to accomplish its intended purpose, including any breach of warranty or fitness, whether written or implied. This exclusion does not apply if such failure has caused or is reasonably expected to cause bodily injury, property damage or environmental damage. Coverage E: Image Restoration Expenses 1. Insuring Agreement We will pay image restoration expenses incurred by you that arise out of: a. An image restoration event that results from a pollution incident on, at, under or migrating from any location which is owned or occupied by you; b. An image restoration event that results from a pollution incident on, at, under or migrating from a non-owned site; c. An image restoration event that results from a pollution incident during transportation or misdelivery during transportation; or d. An image restoration event that results from pollution incident caused by your work at any location which was not at any time owned or occupied by any insured. But only if: (1) The pollution incident giving rise to the image restoration expenses commenced during the policy period; (2) The pollution incident giving rise to the image restoration expenses takes place in the coverage territory; (3) The image restoration expenses are incurred by you within fourteen (14) days of the first newspaper or magazine publication or television news broadcast alleging responsibility by you for such pollution incident giving rise to the image restoration event and within thirty (30) days of the commencement of such pollution incident; and (4) The image restoration event is reported to us by you, in writing, within fourteen (14) days of commencement of a responsible executive's first discovery of such image restoration event. Coverage F: Disinfection Event Expenses 1. Insuring Agreement We will pay disinfection expenses incurred by you that result from: IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 18of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B a. A disinfection event at any location which is owned or occupied by you; or b. A disinfection event caused by your work at any location which was not at any time owned or occupied by any insured. But only if: (1) The disinfection event commences, in its entirety, during the policy period; (2) The disinfection event takes place in the coverage territory; (3) The disinfection expenses are incurred within thirty (30) days of the first discovery of such disinfection event by a responsible executive; and (4) The disinfection event is reported to us by you, in writing, within fourteen (14) days of commencement of a responsible executive's first discovery of such disinfection event. Coverage G: Pre-Claim Event Expenses 1. Insuring Agreement We will pay pre-claim event expenses incurred by you that result from a pre-claim event caused by your work at any location which was not at any time owned or occupied by any insured but only if: (1) The pre-claim event commences in its entirety and is reported to us by you during the policy period; and (2) The pre-claim event takes place in the coverage territory. COVERAGE PART II -Exclusions applicable to Coverages E, F and G: This insurance does not apply to any: a. Criminal Fines, Penalties and Assessments Criminal fines, criminal penalties or criminal assessments. b. Divested Property Any disinfection event which commenced subsequent to the date on which the insured sold, gave away, terminated lease, abandoned or relinquished operational or management control of the location at which that disinfection event occurred. This exclusion shall not apply to any location owned by an insured which is leased to a third party, even if the insured has relinquished operation or management control of such location. c. Known Event Image restoration event, disinfection event or pre-claim event that was known prior to the policy period by a responsible executive. Any continuation, change, or resumption of such pre-claim event will be deemed to have been known by a responsible executive prior to the policy period. d. Noncompliance Image restoration event, disinfection event or pre-claim event that results from or are associated with a responsible executives intentional disregard of, or deliberate, knowing, willful or dishonest noncompliance with any environmental law, including but not limited to the failure to comply with any regulation applicable to air emissions or effluent discharges, or any other statute, regulation, ordinance, order, administrative complaint, notice of violation, notice letter, or instruction by or on behalf of any governmental agency or representative or other federal, state, local or other applicable legal requirement. However, this exclusion shall not apply to noncompliance based upon: (1) Good faith reliance upon specific written advice of qualified counsel received in advance of such noncompliance; or (2) Reasonable efforts to mitigate a pollution incident that necessitates immediate action, provided that such pollution incident is reported to us in writing within fourteen (14) days of its commencement. e. War Image restoration event, disinfection event or pre-claim event, however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 19of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. f. Workers Compensation and Similar Laws Obligation of the insured under workers' compensation, disability benefits or unemployment compensation law or any similar law. COVERAGE PART II -Supplementary Payments: We will pay, with respect to any claim we investigate or settle, or any suit against an insured we defend under COVERAGE PART II - Coverage A and B: 1. All expenses we incur. 2. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. 3. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or suit, including actual loss of earnings up to $500 a day because of time off from work. 4. All court costs taxed against the insured in the suit. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. 5. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. 6. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. COVERAGE PART Ill: SITE POLLUTION INCIDENT LEGAL LIABILITY Coverage A -Bodily Injury and Property Damage Liability 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of bodily injury or property damage to which this insurance applies that results from a pollution incident on, at, under or migrating from an insured site. We will have the right and the duty to defend the insured against any suit seeking damages for bodily injury or property damage to which this COVERAGE PART applies. However, we will have no duty to defend the insured against any suit seeking damages to which this COVERAGE PART does not apply. We may, at our discretion, investigate any pollution incident and settle any claim or suit that may result. But: (1) The amount we will pay for damages is limited as described in SECTION Ill -LIMITS OF INSURANCE AND DEDUCTIBLE; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance under COVERAGE PART Ill in the payment of judgments, settlements, clean-up costs, emergency response expense and legal and claims expense payments. b. This insurance applies to bodily injury and property damage only if: (1) The bodily injury or property damage is caused by a pollution incident that commenced on or after the retroactive date applicable to the insured site and before the end of the policy period; and (2) A claim for damages because of the bodily injury or property damage is first made against any insured and reported to us in writing during the policy period or any extended reporting period we provide under SECTION IV -CONDITIONS, Condition 12. Extended Reporting Period. A claim received by the insured during the policy period and reported to us within thirty (30) days after the end of the policy period will be considered to have been reported within the policy period. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 20of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B c. If we have accepted coverage under this policy for a pollution incident or claim, and we, or an affiliate, issue a subsequent insurance policy to you, and during that subsequent insurance policy: (1) A claim arising from the same, related or continuous pollution incident is first made against an insured; and (2) Such claim is reported to us, or an affiliate, while such subsequent insurance policy is in effect, Then coverage for that subsequently reported claim shall be: (1) Determined solely by the terms, conditions, limitations, and exclusions of the subsequently issued insurance policy, other than that policy's limits of insurance; and (2) Subject to the Each Incident Limit -COVERAGE PART Ill: Site Pollution Incident Legal Liability and remaining General Aggregate Limit, if any, of this Policy; however, to the extent that the subsequently issued insurance policy has a sublimit of liability otherwise applicable to that claim for an amount that is less than the remaining Each Incident Limit -COVERAGE PART Ill: Site Pollution Incident Legal Liability in this Policy, then the applicable limit of insurance for that claim shall be that policy's sublimit of liability. For the purposes of this paragraph c. "related" means based upon, arising out of, resulting from, or in any way involving the same or related facts, circumstances, or events, or the same or related series of facts, circumstances, or events, whether related logically, causally or in any other way, and irrespective of whether involving the same pollutants. Coverage B -First and Third Party On-Site Clean-Up Costs 1. Insuring Agreement a. We will pay for clean-up costs incurred exclusively for remediation of pollutants that are on, at or under an insured site or non-owned site that the insured becomes legally obligated to pay because of environmental damage to which this insurance applies but only if: (1) The environmental damage is caused by a pollution incident on, at or under: (a) An insured site provided the pollution incident commenced on or after the Retroactive Date applicable to the insured site and before the end of the policy period; or (bl A non-owned site in the coverage territory provided that the pollution incident commenced before the end of the policy period; and (2) The insured: (a) First discovers the pollution incident during the policy period. Discovery of a pollution incident happens when a responsible executive (i) first becomes aware of the pollution incident, (ii) reports the pollution incident to us in writing during the policy period, and (iii) promptly reports the pollution incident to the appropriate governmental authority as required by environmental law; or (bl Becomes legally liable to pay clean-up costs as a result of a claim, the claim for which is first made against any insured and reported to us in writing during the policy period or any extended reporting period we provide under SECTION IV -CONDITIONS, Condition 12. Extended Reporting Period. A claim received by the insured during the policy period and reported to us within thirty (30) days after the end of the policy period will be considered to have been reported during the policy period. b. We will pay emergency response expense incurred by or on behalf of any insured in response to an imminent and substantial threat to human health or the environment that results from a pollution incident on, at or under an insured site but only if: (1) The pollution incident commenced during the policy period; (2) The emergency response expenses are incurred within seven (7) days of the commencement of the pollution incident; and (3) The pollution incident and related emergency response expenses are reported to us in writing within fourteen (14) days of the commencement of the pollution incident. c. We have the right and the duty to investigate, settle, contest or appeal any obligation asserted against an insured to pay clean-up costs or emergency response expense. But: IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 21of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B (1) the amount we will pay for such investigation, settlement, contest or appeal is limited as described in SECTION Ill - LIMITS OF INSURANCE AND DEDUCTIBLE; and (2) Our right and duty to investigate, settle, contest or appeal ends when we have used up the applicable limit of insurance in the payment of judgments, settlements, clean-up costs, emergency response expense and legal and claims expense payments. d. If we have accepted coverage under this policy for a pollution incident or claim, and we, or an affiliate, issue a subsequent insurance policy to you, and during that subsequent insurance policy: (1) A related or continuous pollution incident is first discovered, or (2) A claim arising from the same, related or continuous pollution incident is first made against an insured; and (3) Such pollution incident or claim is reported to us, or an affiliate, while such subsequent insurance policy is in effect, Then coverage for that subsequently reported pollution incident or claim shall be: (1) Determined solely by the terms, conditions, limitations, and exclusions of the subsequently issued insurance policy, other than that policy's limits of insurance; and (2) Subject to the Each Incident Limit -COVERAGE PART Ill: Site Pollution Incident Legal Liability and remaining General Aggregate Limit, if any, of this Policy; however, to the extent that the subsequently issued insurance policy has a sublimit of liability otherwise applicable to that pollution incident or claim for an amount that is less than the remaining Each Incident Limit -COVERAGE PART Ill: Site Pollution Incident Legal Liability in this Policy, then the applicable limit of insurance for that pollution incident or claim shall be that policy's sublimit of liability. For the purposes of this paragraph d. "related" means based upon, arising out of, resulting from, or in any way involving the same or related facts, circumstances, or events, or the same or related series of facts, circumstances, or events, whether related logically, causally or in any other way, and irrespective of whether involving the same pollutants. 2. Exclusions In addition to exclusions found in COVERAGE PART Ill -Common Exclusions, this insurance does not apply to any: a. Asbestos and Lead Environmental damage arising from asbestos, asbestos containing materials, lead or lead containing materials including but not limited to lead-paint in, on, at, within or applied to any building, utility, structure or building material. This exclusion does not apply to clean-up costs for the remediation of any soil, groundwater body, surface water body or sediment. Further, this exclusion shall not apply to clean-up costs solely incurred for remediation of asbestos, asbestos containing materials or lead-based paint which has been inadvertently displaced (not including any displacement associated with demolition, renovation or abatement) by an accident which occurs, in its entirety, during the policy period and is demonstrable by the insured as commencing during the policy period, provided that such accident is reported to us within thirty (30) days of its commencement. However, there shall be no coverage for any costs incurred to: remove, abate, repair, dispose of or otherwise address any asbestos, asbestos containing materials or lead-based paint that has not been displaced by such accident; or to remove or dispose of any building, construction or demolition debris. b. Off-Site Clean-Up Costs and Emergency Response Expense Clean-up costs or emergency response expense incurred to remediate pollutants that are beyond the boundaries of a non-owned site or an insured site. Coverage C -Off-Site Clean-Up Costs 1. Insuring Agreement a. We will pay for clean-up costs incurred exclusively for remediation of pollutants that are beyond the boundaries of an insured site or a non-owned site that the insured becomes legally obligated to pay because of environmental damage to which this insurance applies but only if: (1) The environmental damage is caused by a pollution incident migrating from: IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 22of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B (a) An insured site provided the pollution incident commenced on or after the Retroactive Date applicable to the insured site and the pollution incident commenced before the end of the policy period; or (bl A non-owned site in the coverage territory provided the pollution incident commenced prior to the end of the policy period; and (2) As respects clean-up costs, a claim for clean-up costs is first made against any insured and reported to us in writing during the policy period or any extended reporting period we provide under SECTION IV -CONDITIONS, Condition 12. Extended Reporting Period. A claim received by the insured during the policy period and reported to us within thirty (30) days after the end of the policy period will be considered to have been reported within the policy period. b. We will pay emergency response expense incurred by or on behalf of any insured in response to an imminent and substantial threat to human health or the environment that results from a pollution incident beyond the boundaries of an insured site but only if: (1) The pollution incident commenced during the policy period; (2) The emergency response expenses are incurred within seven (7) days of the commencement of the pollution incident; and (3) The pollution incident and related emergency response expenses are reported to us in writing within fourteen (14) days of the commencement of the pollution incident. c. We have the right and the duty to investigate, settle, contest or appeal any obligation asserted against an insured to pay clean-up costs or emergency response expense. But: (1) The amount we will pay for such investigation, settlement, contest or appeal is limited as described in SECTION Ill - LIMITS OF INSURANCE AND DEDUCTIBLE; and (2) Our right and duty to investigate, settle, contest or appeal ends when we have used up the applicable limit of insurance in the payment of judgments, settlements, clean-up costs, emergency response expense and legal and claims expense payments. d. If we have accepted coverage under this policy for a pollution incident or claim, and we, or an affiliate, issue a subsequent insurance policy to you, and during that subsequent insurance policy: (1) A claim arising from the same, related or continuous pollution incident is first made against an insured; and (2) Such claim is reported to us, or an affiliate, while such subsequent insurance policy is in effect, Then coverage for that subsequently reported claim shall be: (1) Determined solely by the terms, conditions, limitations, and exclusions of the subsequently issued insurance policy, other than that policy's limits of insurance; and (2) Subject to the Each Incident Limit -COVERAGE PART Ill: Site Pollution Incident Legal Liability and remaining General Aggregate Limit, if any, of this Policy; however, to the extent that the subsequently issued insurance policy has a sublimit of liability otherwise applicable to that claim for an amount that is less than the remaining Each Incident Limit -COVERAGE PART Ill: Site Pollution Incident Legal Liability in this Policy, then the applicable limit of insurance for that claim shall be that policy's sublimit of liability. For the purposes of this paragraph d. "related" means based upon, arising out of, resulting from, or in any way involving the same or related facts, circumstances, or events, or the same or related series of facts, circumstances, or events, whether related logically, causally or in any other way, and irrespective of whether involving the same pollutants. 2. Exclusions In addition to exclusions found in COVERAGE PART Ill -Common Exclusions, this insurance does not apply to any: a. On-Site Clean-Up Costs IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 23of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B Clean-up costs or emergency response expense incurred to remediate pollutants that are on, at, under or otherwise within the boundaries of a non-owned site or an insured site. COVERAGE PART Ill -Common Exclusions The insurance provided in COVERAGE PART Ill does not apply to any: a. Contractual Liability Bodily injury, property damage or environmental damage for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an insured contract (other than any contract pertaining to, in whole or in part, the purchase or sale of any real property, company stock or other assets), provided the bodily injury, property damage or environmental damage occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an insured contract, reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of bodily injury, property damage or environmental damage, provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same insured contract; and (b) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. b. Criminal Fines, Penalties and Assessments Criminal fines, criminal penalties or criminal assessment. c. Divested Property Pollution incident which commenced subsequent to the date on which the insured sold, gave away, terminated lease, abandoned or relinquished operational or management control of the location at which that pollution incident occurred. This exclusion shall not apply to any location owned by an insured which is leased to a third party, even if the insured has relinquished operation or management control of such location. d. Employer's Liability Bodily injury to: (1) An employee of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that employee as a consequence of Paragraph (1) immediately above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. e. Expected or Intended Injury or Damage Bodily injury, property damage or environmental damage expected or intended from the standpoint of the insured. f. Insurance Provided in Other Coverage Parts Bodily injury, property damage, clean-up costs, environmental damage, or any other injury or damage, for which coverage is provided by any other COVERAGE PART of this policy. g. Material Change in Use Clean-up costs resulting from a material change in use or operation at any insured site from the use or operations at such insured site at the effective date of the policy period h. Named Insured versus Named Insured Damages, claims, or suits brought by or on behalf of one Named Insured against any other Named Insured. i. Naturally Present Pollutants IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 24of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B Property damage or environmental damage arising out of pollutants at levels naturally present where the property damage or environmental damage occurs. j. Noncompliance Bodily injury, property damage or environmental damage that results from or are associated with a responsible executives intentional disregard of, or deliberate, knowing, willful or dishonest noncompliance with any environmental law, including but not limited to the failure to comply with any regulation applicable to air emissions or effluent discharges, or any other statute, regulation, ordinance, order, administrative complaint, notice of violation, notice letter, or instruction by or on behalf of any governmental agency or representative or other federal, state, local or other applicable legal requirement. However, this exclusion shall not apply to noncompliance based upon: (1) Good faith reliance upon specific written advice of qualified counsel received in advance of such noncompliance; or (2) Reasonable efforts to mitigate a pollution incident that necessitates immediate action, provided that such pollution incident is reported to us in writing within fourteen (14) days of its commencement. k. Nuclear Material Bodily injury, property damage or environmental damage based upon or arising out of the radioactive, toxic or explosive properties of nuclear material and with respect to which the insured is: a. Required to maintain financial protection pursuant to the Atomic Energy Act of 1954; b. Entitled to indemnity from the United States of America or any agency thereof; or c. An insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of limits. I. Previously Reported Claim Claim or suit first made and reported to us during the policy period arising from the same, related or continuous pollution incident for which a claim or suit was reported under any policy of which this policy is a renewal or replacement or succeeds in time, whether or not such prior policy affords coverage for such claim or suit. m. Prior Pollutants or Pollution Incident Bodily injury, property damage or environmental damage arising out of pollutants or a pollution incident to the extent such pollutants or pollution incident was known to a responsible executive prior to the effective date of the policy period. This exclusion does not apply if the pollutants or pollution incident giving rise to the bodily injury, property damage or environmental damage is specifically referenced or identified on a Prior Pollutants or Pollution Incident Exclusion Amendment Endorsement attached to this policy. n. Transportation Bodily injury, property damage or environmental damage arising out of a pollution incident during transportation. o. Underground Storage Tanks Bodily injury, property damage or environmental damage based upon or arising out of any underground storage tank which is: (i) Known to a responsible executive as of the effective date of the policy period; (ii) Known to a responsible executive as of the date an insured site is added by Endorsement during the policy period; or (iii) installed during the policy period. This exclusion does not apply to any underground storage tank which has been: (1) Closed or abandoned in place prior to the effective date of the policy period and in accordance with all applicable environmental laws in effect at the time of such removal, closure or abandonment; (2) Removed prior to the effective date of the policy period; or (3) Scheduled to this policy by Endorsement. Further, this exclusion shall not apply to any new Underground Storage Tank installed during the policy period which is utilized to store petroleum products, water, wastewater or gases, provided such Underground Storage Tank does not hold or collect any solvent or other liquid, including wastewater, which contains any concentration of solvents. p. Upgrades, Improvements or Installations IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 25 of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B Costs, charges or expenses for upgrade, improvement of, maintenance, repair or installation of any control to, any property or processes on, at, within or under an insured site even if such upgrade, improvement, maintenance, repair or installation is required by environmental laws. q. War Bodily injury, property damage or environmental damage, however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. r. Workers' Compensation and Similar Laws Obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. s. Your Product Bodily injury, property damage or environmental damage based upon or arising out of your product and occurring away from a location you own or occupy or a non-owned site. However, this exclusion does not apply to bodily injury, property damage or environmental damage arising out of your product migrating from an insured site. COVERAGE PART IV -PROFESSIONAL LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of a professional incident to which this insurance applies. We will have the right and duty to defend the insured against any suit seeking those damages. However, we will have no duty to defend the insured against any suit seeking damages to which this insurance does not apply. We may at our discretion investigate any professional incident and settle any claim or suit that may result. But: (1) The amount we will pay for damages is limited as described in SECTION Ill -LIMITS OF INSURANCE AND DEDUCTIBLE; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance under COVERAGE PART IV in the payment of judgments, settlements and legal and claims expense payments. b. This insurance applies only if: (1) The professional incident takes place in the coverage territory; (2) The professional incident did not occur before the Retroactive Date shown in the Declarations or after the end of the policy period; and (3) A claim for damages is first made against any insured and reported to us in writing during the policy period or any extended reporting period we provide under SECTION IV -CONDITIONS, Condition 12. Extended Reporting Period. A claim received by the insured during the policy period and reported to us within thirty (30) days after the end of the policy period will be considered to have been reported within the policy period. c. If we have accepted coverage under this policy for a claim, and we, or an affiliate, issue a subsequent insurance policy to you, and during that subsequent insurance policy: (1) A claim arising from the same, related or continuous professional incident is first made against an insured; and (2) Such claim is reported to us, or an affiliate, while such subsequent insurance policy is in effect, Then coverage for that subsequently reported claim shall be: IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 26of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B (1) Determined solely by the terms, conditions, limitations, and exclusions of the subsequently issued insurance policy, other than that policy's limits of insurance; and (2) Subject to the Each Incident Limit -COVERAGE PART IV: Professional Liability and remaining General Aggregate Limit, if any, of this Policy; however, to the extent that the subsequently issued insurance policy has a sublimit of liability otherwise applicable to that claim for an amount that is less than the remaining Each Incident Limit -COVERAGE PART IV: Professional Liability in this Policy, then the applicable limit of insurance for that claim shall be that policy's sublimit of liability. For the purposes of this paragraph c. "related" means based upon, arising out of, resulting from, or in any way involving the same or related facts, circumstances, or events, or the same or related series of facts, circumstances, or events, whether related logically, causally or in any other way, and irrespective of whether involving the same professional incident. 2. Exclusions This insurance does not apply to any damages, claims or suits: a. Aircraft, Auto or Watercraft Based upon or arising out of the ownership, maintenance, use or entrustment to others of any aircraft, auto or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and transportation. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured. b. Bankruptcy Based upon or arising out of the bankruptcy or insolvency of an insured or of any other person, firm or organization. c. Contractual Liability Based upon or arising out of damages for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. d. Construction and Demolition Based upon or arising out of construction or demolition done by you or on your behalf. e. Damage to Your Work Based upon or arising out of damage to your work or any part of your work. f. Dishonest or Fraudulent Act Based upon or arising out of a dishonest, fraudulent, criminal or malicious act, error or omission, provided that the act, error or omission is committed by or at the direction of a responsible executive. g. Discrimination Based upon or arising out of discrimination by an insured on the basis of race, creed, national origin, disability, age, marital status, sex, or sexual orientation. h. Disputed Fees Based upon or arising from disputes over the insured's fees or charges or claims for the return of fees or charges. i. Employer's Liability Based upon or arising from bodily injury to: (1) An employee of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that employee as a consequence of Paragraph (1) immediately above. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 27 of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. j. Failure to Maintain Based upon or arising out of the insured's requiring, obtaining, maintaining, advising or failing to require, obtain, maintain or advise of any bond, suretyship or any form of insurance. k. Failure To Comply Which results from or is directly or indirectly attributable to failure to comply with any applicable statute, regulation, ordinance, municipal code, administrative complaint, notice of violation, notice letter, administrative order, or instruction of any governmental agency or body, provided that failure to comply is a willful or deliberate act or omission of a responsible executive. I. Fiduciary Liability Based upon or arising out of: (1) Any insured's involvement as a partner, officer, director, stockholder, employer or employee of an entity that is not a named insured; or (2) Any insured's involvement as a fiduciary under the Employee Retirement Income Security Act of 1974 and its amendments, or any regulation or order issued pursuant thereto, or any other employee benefit plan. m. Fines, Penalties and Assessments Based upon or arising out of any fines, penalties or assessments or punitive, exemplary or multiplied damages imposed directly against any insured. n. Insurance Provided in Other Coverage Parts Based upon or arising out of a professional incident for which coverage is provided by any other COVERAGE PART of this policy. o. Insured versus Insured Brought by or on behalf of one insured against any other insured. p. Internal Expense For costs, charges or expenses incurred by the insured for materials supplied or services performed by the insured. q. Nuclear Material Based upon or arising out of the radioactive, toxic or explosive properties of nuclear material and with respect to which the insured is: (1) Required to maintain financial protection pursuant to the Atomic Energy Act of 1954; (2) Entitled to indemnity from the United States of America or any agency thereof; or (3) An insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of limits. r. Owned Facilities Based upon or arising from or in connection with any location which is or was at any time owned, operated, rented, or occupied by you or by any entity that: (1) Wholly or partly owns, operates, manages, or otherwise controls you; or (2) Is wholly or partly owned, operated, managed, or otherwise controlled by you. s. Personal and Advertising Injury Based upon or arising out of personal and advertising injury. t. Previously Reported Claim IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 28of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B Based upon or arising from the same, related or continuous professional incident that was the subject of a claim reported under any policy of which this policy is a renewal or replacement or which it may succeed in time, whether or not such prior policy affords coverage for such claim. u. Prior Professional Incident Based upon or arising from any professional incident known to a responsible executive prior to the effective date of the policy period, if such responsible executive knew or could have reasonably foreseen that such professional incident could give rise to damages, claims or suits under this policy. This exclusion does not apply if we have been notified, in writing, of such professional incident giving rise to such damages, claims, or suits during the policy period of a policy previously issued by us to you. v. Your Product Based upon or arising out of your product. w. Warranties Based upon or arising out of express warranties or guarantees. This exclusion shall not apply if liability would have resulted in the absence of such express warranties or guarantees. x. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. SECTION II -WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your executive officers and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Any subsidiary, associated, affiliated, allied or limited liability company or corporation, including subsidiaries thereof, of which you have more than 50% ownership interest at the effective date of the policy period qualify as a Named Insured. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage under this policy does not apply to bodily injury, property damage, environmental damage, emergency response expense, image restoration expenses, disinfection expenses, pre-claim event expenses, or any other injury or damage that occurred before you acquired or formed the organization; c. Coverage under this policy does not apply to personal and advertising injury or product withdrawal expenses arising out of an offense or product withdrawal committed before you acquired or formed the organization; and d. Coverage under this policy does not apply to damages arising out of any act, error or omission or professional incident that took place before you acquired or formed the organization. 4. Each of the following is also an insured: IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 29of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B a. Your volunteer workers only while performing duties related to the conduct of your business, or your employees, other than either your executive officers (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these employees or volunteer workers are insureds for: (1) Bodily injury or personal and advertising injury: (a) To you, to your partners or members (if you are a partnership or joint venture) or to your members (if you are a limited liability company); (b) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) immediately above; or (cl Arising out of the providing or failure to provide professional health care services except incidental health care services provided by any physician, dentist, nurse, emergency medical technician or paramedic who is employed by you to provide such services and provided you are not engaged in the business of providing such services. (2) Property damage, environmental damage, image restoration expenses or disinfection expenses to property owned, occupied or used by, rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your employees, volunteer workers, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your employee), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only with respect to liability arising out of the maintenance or use of that property and until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this policy. e. Any person or organization, other than a third party carrier, you agree to include as an insured in a written contract, written agreement or permit, but only with respect to bodily injury, property damage, environmental damage, or personal and advertising injury caused, in whole or in part, by your operations, your work, equipment or premises leased or rented by you, or your products which are distributed or sold in the regular course of a vendor's business, however: (1) A vendor is not an insured as respects bodily injury, property damage, environmental damage or personal and advertising injury: (a) For which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement except that which the vendor would have in the absence of the contract or agreement; (b) Arising out of any express warranty unauthorized by you; (cl Arising out of any physical or chemical change in the product made intentionally by the vendor; (d) Arising out of repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from you, and then repackaged in the original container; (e) Arising out of any failure to make inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Arising out of demonstration, installation servicing or repair operations, except such operations performed at the vendor's location in connection with the sale of the product; or (g) Arising out of products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. (2) A manager or lessor of premises leased or rented to you, a lessor of leased equipment, or a mortgagee, assignee, or receiver is not an insured as respects bodily injury, property damage, environmental damage or personal and advertising injury: (a) Arising out of any occurrence that takes place after the equipment lease expires or you cease to be a tenant; or (b) Arising out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor of premises, or mortgagee, assignee, or receiver. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 30of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B (3) The insurance afforded to such additional insured only applies to the extent permitted by law. (4) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. f. Any person or organization that has at least a 50% controlling interest in you but only with respect to bodily injury, property damage, environmental damage or personal and advertising injury arising solely out of their financial control of you. g. A granter of license but only with respect to their liability as grantor of a license to you. However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. SECTION Ill -LIMITS OF INSURANCE AND DEDUCTIBLE 1. The limits of insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or suits brought; c. Persons or organizations making claims or bringing suits; d. Pollution incidents; e. Acts, errors or omissions; f. Benefits included in your employee benefit program; g. Image restoration events; h. Disinfection events; i. Pre-claim events; or j. Product withdrawals initiated or number of your products withdrawn. 2. The General Aggregate Limit: a. Is the most we will pay for the sum of: (1) Damages and emergency response expense under COVERAGE PART I, except damages because of bodily injury, property damage or environmental damage included in the products-completed operations hazard other than damages covered under COVERAGE PART I -Coverage G: Contractors Pollution Liability; (2) Damages, medical expense, product withdrawals, image restoration expenses, disinfection expenses or pre-claim event expenses under COVERAGE PART 11; (3) Damages, clean-up costs, emergency response expense and legal and claims expense payments under COVERAGE PART Ill; and (4) Damages and legal and claims expense payments under COVERAGE PART IV. b. Shall apply separately as respects all damages caused by: (1) Occurrences covered under COVERAGE PART I, Coverages A, B or D arising out of operations at a location owned or occupied by you; (2) Occurrences covered under COVERAGE PART I, Coverage A or G arising out of ongoing operations at a project where you are performing your work; or (3) Pollution incidents covered under COVERAGE PART Ill arising out of operations at an insured site. 3. The Products-Completed Operations Aggregate Limit is the most we will pay for damages because of bodily injury, property damage or environmental damage included in the products-completed operations hazard other than damages covered under COVERAGE PART I -Coverage G: Contractors Pollution Liability. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 31of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B 4. Subject to Paragraph 2. or 3. immediately above, whichever applies, the Each Occurrence Limit -COVERAGE PART I: Coverage A, B, C inclusive is the most we will pay for the sum of: a. Damages under COVERAGE PART I -Coverage A: General Bodily Injury and Property Damage Liability; b. Damages under COVERAGE PART I -Coverage B: Hostile Fire and Building Equipment Liability; and c. Damages under COVERAGE PART I -Coverage C: Products Pollution and Exposure Liability because of all bodily injury, property damage and environmental damage arising out of any one occurrence. 5. Subject to Paragraph 4. immediately above, the Damage To Premises Rented To You Limit is the most we will pay under COVERAGE PART I -Coverage A for damages because of property damage to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 6. Subject to Paragraph 2. immediately above, the Each Occurrence Limit -COVERAGE PART I: Coverage D, E, F inclusive is the most we will pay for the sum of: a. Damages under COVERAGE PART I -Coverage D: Time-Element Pollution Bodily Injury and Property Damage Liability; b. Damages under COVERAGE PART I -Coverage E: Non-Owned Site Pollution Bodily Injury and Property Damage Liability; and c. Damages under COVERAGE PART I -Coverage F: Pollution Liability during Transportation because of all bodily injury, property damage and environmental damage arising out of any one occurrence. 7. Subject to Paragraph 2. immediately above, the Each Occurrence Limit -COVERAGE PART I: Coverage G is the most we will pay for the sum of all damages under COVERAGE PART I -Coverage G: Contractors Pollution Liability because of bodily injury, property damage or environmental damage arising out of any one occurrence. 8. Subject to Paragraph 2. immediately above, the Personal and Advertising Injury Limit is the most we will pay for the sum of all damages because of all personal and advertising injury sustained by any one person or organization. 9. Subject to Paragraph 2. immediately above, the Employee Benefits Administration Liability Limit is the most we will pay for the sum of all damages sustained by any one employee, including damages sustained by such employee's dependents and beneficiaries. However, the amount paid shall not exceed, and will be subject to, the limits and restrictions that apply to the payment of benefits in any plan included in the employee benefit program. 10. Subject to Paragraph 2. immediately above, the Medical Expense Limit is the most we will pay under COVERAGE PART II - Coverage C for all medical expenses because of bodily injury sustained by any one person. 11. Subject to Paragraph 2. immediately above, the Product Withdrawal Expenses Limit is the most we will reimburse you for the sum of all product withdrawal expenses incurred for all product withdrawals initiated during the policy period. 12. Subject to Paragraph 2. immediately above, the Image Restoration Expenses Limit is the most we will pay for all image restoration expenses regardless of the number of image restoration events. 13. Subject to Paragraph 2. immediately above, the Disinfection Event Expenses Limit is the most we will pay for all disinfection expenses regardless of the number of disinfection events. 14. Subject to Paragraph 2. immediately above, the Pre-claim Event Expenses Limit is the most we will pay for all pre-claim event expenses regardless of the number of pre-claim events. 15. Subject to Paragraph 2. immediately above, the Each Incident Limit -COVERAGE PART Ill: Site Pollution Legal Liability is the most we will pay for the sum of: a. Damages and legal and claims expense payments under COVERAGE PART Ill -Coverage A: Bodily Injury and Property Damage; b. Clean-up costs, emergency response expense and legal and claims expense payments under COVERAGE PART Ill - Coverage B: First and Third Party On-Site Clean-Up Costs; and c. Clean-up costs, emergency response expense and legal and claims expense payments under COVERAGE PART Ill - Coverage C: Off-Site Clean-Up Costs because of all bodily injury, property damage and environmental damage arising out of the same, related or continuous pollution incident. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 32of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B 16. Subject to Paragraph 2. immediately above, the Each Incident Limit -COVERAGE PART IV: Professional Liability is the most we will pay under COVERAGE PART IV: Professional Liability for damages and legal and claims expense payments arising out of the same, related or continuous professional incident. 17. The Limits of Insurance apply in excess of the Deductible amounts shown in the Declarations. The deductible amount applies as follows: a. As respects the Each Incident Limit: (i) To the sum of all damages, clean-up costs, emergency response expense and legal and claims expense payments arising out of the same, related or continuous pollution incident; (ii) To the sum of all damages and legal and claims expense payments arising out of the same, related or continuous professional incident. b. As respects the Each Occurrence Limit, to the sum of all damages as a result of one occurrence regardless of the number of persons or organizations who sustain damages because of that occurrence. c. As respects product withdrawal expenses, we will pay the amount of product withdrawal expenses which are in excess of the Deductible amount shown in the Declarations. If a Participation Percentage is indicated in the Declarations, you agree to participate in the payment of product withdrawal expenses which are in excess of the Deductible, to the extent of the Participation Percentage Indicated. The Participation Percentage will apply separately to each product withdrawal. You also agree that the cost of your participation in the loss will be borne entirely by you when due and you will not obtain insurance to cover it. d. As respects image restoration expenses, we will pay the amount of image restoration expenses which are in excess of the Deductible amount shown in the Declarations. e. As respects disinfection expenses, we will pay the amount of disinfection expenses which are in excess of the Deductible amount shown in the Declarations. f. As respects pre-claim event expenses, we will pay the amount of pre-claim event expenses which are in excess of the Deductible amount shown in the Declarations. We may pay any part or the entire deductible amount to effect settlement of any claim or suit or to pay clean-up costs or emergency response expense which may be covered under this policy and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. Subject to SECTION IV -CONDITIONS, Condition 17. Multiple Coverage Sections, if the same, related or continuous occurrence, pollution incident or professional incident results in coverage under more than one COVERAGE PART, only the highest deductible under all coverage parts will apply. 18. The Limits of Insurance apply to the entire policy period. If the policy period is extended after policy issuance for an additional period, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. 19. With respect to the insurance afforded to the additional insured in SECTION II -WHO IS AN INSURED, paragraphs 4.e. and 4.g., if coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This shall not increase the applicable Limits of Insurance shown in the Declarations. SECTION IV -CONDITIONS 1. Assignment This policy may not be assigned without our prior written consent. Assignment of interest under this policy shall not bind us until our consent is endorsed thereon. 2. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations. 3. Cancellation a. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 33of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B b. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: (1) Ten (10) days before the effective date of cancellation if we cancel for nonpayment of premium; or (2) Ninety (90) days before the effective date of cancellation if we cancel for any other reason. c. We will mail or deliver our notice to the first Named lnsured's last mailing address known to us. d. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. e. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund will be less than pro rata and will be subject to the minimum premium stated in the Declarations. The cancellation will be effective even if we have not made or offered a refund. f. If notice is mailed, proof of mailing will be sufficient proof of notice. 4. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. 5. Choice of Forum In the event that the insured and we have any dispute concerning or relating to this policy, including its formation, coverage provided hereunder, or the meaning, interpretation or operation of any term, condition, definition or provision of this policy resulting in litigation, arbitration or other form of dispute resolution, the insured agrees with us that any such litigation shall exclusively take place in the appropriate federal or state courts located in New York, New York and any arbitration or other form of dispute resolution shall take place in New York, New York. 6. Choice of Law In the event that the insured and we have any dispute concerning or relating to this policy, including its formation, coverage provided hereunder, or the meaning, interpretation or operation of any term, condition, definition or provision of this policy resulting in litigation, arbitration or other form of dispute resolution, the insured agrees with us that the laws of the State of New York shall apply without giving effect to any conflicts or choice of law principles. The terms and conditions of this policy shall not be deemed to constitute a contract of adhesion and shall not be construed in favor of or against any party hereto by reason or authorship or otherwise. 7. Currency All reimbursement shall be made in United States currency at the rate of exchange prevailing on: a. The date of judgment if judgment is rendered; b. The date of settlement if settlement is agreed upon with our written consent; c. The date of payment of clean-up costs and emergency response expense; or d. The date legal and claims expense payments are paid. Whichever is applicable. 8. Duties In The Event Of Occurrence, Offense, Pollution Incident, Professional Incident, Act, Error or Omission, Claim or Suit a. Without limiting the requirements of any insuring agreement in this policy, you must see to it that we are notified as soon as practicable of an occurrence, offense, pollution incident, disinfection event, professional incident or act, error or omission which may result in a claim. To the extent possible, notice should include: (1) How, when and where the occurrence, offense, pollution incident, disinfection event, professional incident or act, error or omission took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the occurrence, offense, pollution incident, disinfection event, professional incident or act, error or omission. b. If a claim is made or suit is brought against any insured, you must: (1) Immediately record the specifics of the claim or suit and the date received; and IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 34of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or suit as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or suit; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the suit; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. In the event emergency response expenses are incurred, you must provide, in writing, all available information relating to such emergency response expenses and the pollution incident giving rise thereto to us within fourteen (14) days of commencement of the pollution incident. Such information shall include all applicable information detailed in Paragraph a. immediately above. e. In the event image restoration expenses, disinfection expenses, or pre-claim event expenses are incurred, you must provide, in writing, all available information relating to such expenses and the image restoration event, disinfection event, or pre-claim event giving rise thereto to us within fourteen (14) days of commencement of such event. Such information shall include all applicable information detailed in Paragraph a. above. f. In the event of a time-element pollution incident, you must provide, in writing, all available information relating to the pollution incident giving rise thereto to us within thirty (30) days of commencement of the pollution incident. Such information shall include all applicable information detailed in Paragraph a. immediately above. g. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any cost or expense, other than for first aid and emergency response expense, without our prior written consent. h. When any insured becomes legally obligated to pay clean-up costs to which this insurance applies, the insured must: (1) Submit, for our approval, all proposed work plans prior to submittal to any regulatory agency. (2) Submit, for our approval, all bids and contracts for clean-up costs prior to execution or issuance. (3) Forward progress submittals regarding clean-up costs at reasonable intervals and always prior to submittal to any regulatory agency that is authorized to review and approve such submittals. We shall have the right, but not the duty, to assume direct control of such clean-up costs. Any clean-up costs incurred by us shall be applied against the applicable Limit of Insurance and deductible. i. If we are prohibited under applicable law from investigating, defending or settling any such claim or suit, the insured shall, under our supervision, arrange for such investigation and defense thereof as is reasonably necessary, and subject to our prior authorization, shall effect such settlement thereof. 9. Duties In The Event Of A Defect Or A Product Withdrawal a. You must see to it that we are notified as soon as practicable of any actual, suspected or threatened defect in your product, or any governmental investigation, that may result in a product withdrawal. In addition to notice requirements of the policy, the notice should include: 1. How, when and where the defect was discovered; 2. The nature, location and circumstances of any injury or damage arising out of use or consumption of your product. b. If a product withdrawal is initiated, you must immediately record the specifics of the product withdrawal and the date it was initiated. c. You must promptly take all reasonable steps to mitigate the expenses associated with a product withdrawal. d. You and any other involved insured must: 1. Immediately send us copies of pertinent correspondence received in connection with the product withdrawal; 2. Cooperate with us in our investigation of the product withdrawal. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 35 of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B 10. Economic and Trade Sanctions In accordance with laws and regulation of the United States concerning economic and trade sanctions administered and enforced by The Office Of Foreign Assets Control (OFAC), this policy is void ab initio solely with respect to any term or condition of this policy that violates any laws or regulations of the United States concerning economic and trade sanctions. 11. Enforceability If any part of this policy is deemed invalid or unenforceable, it shall not affect the validity or enforceability of any other part of this policy, which shall be enforced to the full extent permitted by law. 12. Extended Reporting Period This condition applies only as respects COVERAGE PART Ill -SITE POLLUTION INCIDENT LEGAL LIABILITY and COVERAGE PART IV -PROFESSIONAL LIABILITY. a. This condition applies only if: (1) The policy is cancelled or non-renewed for any reason except non-payment of the premium; or (2) We renew or replace this policy with COVERAGE PART Ill -SITE POLLUTION LIABILITY or COVERAGE PART IV - PROFESSIONAL LIABILITY that provides claims-made coverage for bodily injury, property damage, environmental damage or professional incident and that has a Retroactive Date later than the one shown in the Declarations or for an insured site; and (3) You do not purchase coverage to replace the coverage described in Paragraph a.(2) immediately above. b. Automatic Extended Reporting Period You shall automatically have a period of ninety (90) days following the effective date of such termination of coverage in which to provide written notice to us of claims first made and reported within the automatic extended reporting period. A claim first made and reported within the automatic extended reporting period will be deemed to have been made on the last day of the policy period, provided that the claim is for damages, clean-up costs or emergency response expense arising from a pollution incident which commenced on or after the Retroactive Date, if applicable, and before the end of the policy period or the claim is for damages arising from a professional incident that occurred on or after the Retroactive Date and before the end of the policy period and is otherwise covered by this policy. No part of the automatic extended reporting period shall apply if the optional extended reporting period is purchased. c. Extended Reporting Period Option (1) A claim first made and reported within forty-eight (48) months after the end of the policy period will be deemed to have been made on the last day of the policy period, provided that the claim is for damages, clean-up costs or emergency response expense arising from a pollution incident which commenced on or after the Retroactive Date, if applicable, and before the end of the policy period or the claim is for damages arising from a professional incident that occurred on or after the Retroactive Date and before the end of the policy period and is otherwise covered by this policy. (2) The Extended Reporting Period Endorsement will not reinstate or increase the Limits of Insurance or extend the policy period. d. We will issue the Endorsement indicating the Extended Reporting Period Option has been accepted if the first Named Insured shown in the Declarations: (1) Makes a written request for it which we receive within thirty (30) days after the end of the policy period; and (2) Promptly pays the additional premium, which will not exceed 200% of the annual premium for the policy, when due. The Extended Reporting Period Endorsement will not take effect unless the additional premium is paid when due. If that premium is paid when due, the Endorsement may not be cancelled. The additional premium will be fully earned when the Endorsement takes effect. e. The Extended Reporting Period Endorsement will also amend SECTION IV -CONDITIONS, Condition 18. Other Insurance so the insurance provided will be excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, whose policy period begins or continues after the Endorsement takes effect. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 36of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B 13. Headings The descriptions in the headings and sub-headings of this policy are inserted solely for convenience and do not constitute any part of the terms or conditions on this policy. 14. Independent Counsel In the event the insured is entitled by law to select independent counsel to oversee our defense of a claim or suit at our expense, the attorney fees and all other litigation expenses we must pay to that counsel are limited to the rates we actually pay to counsel we retain in the ordinary course of business in the defense of similar claims or suits in the community where the claim or suit arose or is being defended. Additionally, we may exercise the right to require that such counsel have certain minimum qualifications with respect to their competency including experience in defending claims or suits similar to the one pending against the insured and to require such counsel have errors and omissions insurance coverage. As respects any such counsel, the insured agrees that counsel will timely respond to our request for information regarding the claims or suit. Furthermore, the insured may at any time, by the insured's written consent, freely and fully waive these rights to select independent counsel. 15. Inspections and Surveys a. We have the right to: (1) Make inspections and surveys at any time; (2) Give you reports on the conditions we find; and (3) Recommend changes. b. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: (1) Are safe or healthful; or (2) Comply with laws, regulations, codes or standards. This applies not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 16. Legal Action Against Us No person or organization has a right under this policy: a. To join us as a party or otherwise bring us into a suit asking for damages from an insured; or b. To sue us on this policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 17. Multiple Coverage Sections No damage, claim or suit, or part thereof, for which coverage is provided or has been held to apply under one COVERAGE PART of this policy, will be afforded coverage by any other COVERAGE PART of this policy. This condition does not apply to any claim for medical expenses under COVERAGE PART II: MISCELLANEOUS COVERAGES -Coverage C: Medical Payments caused by bodily injury which is covered under COVERAGE PART I: Coverage A, B, C, D, E, For G. 18. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this policy, our obligations are limited as follows: IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 37 of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. However, regardless of whether b. below applies, in the event that a written contract or agreement or permit requires this insurance to be primary for any person or organization you agreed to insure and such person or organization is an insured under this policy, we will not seek contributions from any such other insurance issued to such person or organization. b. Excesslnsurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for your work; (ii) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for property damage to premises rented to you or temporarily occupied by you with permission of the owner; (iv) If the loss arises out of the maintenance or use of aircraft, autos or watercraft to the extent not subject to Exclusion a. of COVERAGE PART I -Coverage A -General Bodily Injury And Property Damage Liability or Exclusion a. of COVERAGE PART IV -Professional Liability; or (v) That provides coverage for environmental or pollution liability to you or any person or organization qualifying as an insured under SECTION II -WHO IS AN INSURED, paragraphs 1., 4.a., or 4.g. (bl Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured. (cl Any project specific primary insurance available to you covering liability for damages arising out of your work, for which you are an insured (2) When this insurance is excess, we will have no duty to defend the insured against any suit if any other insurer has a duty to defend the insured against that suit. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; (bl The total of all deductible and self-insured amounts under all that other insurance; and (c) The deductible and self-insured amounts under this insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this policy. c. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts, excess of applicable deductible and self-insured amounts under all such insurance, until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 19. Premiums and Deductible The first Named Insured shown in the Declarations: a. Is responsible for the payment of all premiums; b. Will be the payee for any return premiums we pay; and c. Is responsible for the payment of all deductibles. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 38of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B 20. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. 21. Separation of Insureds Except with respect to the Limits of Insurance, any insured versus insured exclusions, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: 1. As if each Named Insured were the only Named Insured; and 2. Separately to each insured against whom claim is made or suit is brought. 22. Transfer of Rights of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this policy, those rights are transferred to us. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. However, if the insured has waived rights of recovery against any person or organization prior to a loss, we waive any right of recovery we may have under this policy against such person or organization. 23. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. 24. When We Do Not Renew If we decide not to renew, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than sixty (60) days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. Administration means: a. Providing information to employees, including their dependents and beneficiaries, with respect to eligibility for or the scope of employee benefit programs; b. Handling records in connection with the employee benefit program; or c. Effecting, continuing or terminating any employee's participation in any benefit included in the employee benefit program. However, administration does not include handling payroll deductions. 2. Advertisement means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 3. Auto means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law where it is licensed or principally garaged. However, auto does not include mobile equipment. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 39of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B 4. Bodily injury means physical injury, sickness, disease, building-related illness, mental anguish, shock or emotional distress, sustained by any person, including death resulting therefrom. Bodily injury shall also include medical monitoring costs. 5. Boundaries means the area on, under or within the property lines bounding a location (including but not limited to any soil, groundwater body or surface water body on, under or within such bounded area). 6. Claim means a written demand, notice or assertion of a legal right alleging liability or responsibility on the part of the insured. 7. Clean-up costs means reasonable and necessary costs, charges and expenses, including associated legal and claims expense payments incurred with our prior written consent, incurred to investigate, remove, dispose of, treat, monitor or test soil, surface water, groundwater or other contaminated media but only: a. To the extent required by environmental laws governing the liability or responsibilities of the insured to respond to a pollution incident; b. In the absence of a. above, to the extent recommended in writing by an environmental professional; c. To the extent incurred by the government or any political subdivision within Definition 9.a. of coverage territory; or d. To the extent incurred by parties other than you. Clean-up costs also includes restoration costs Clean-up costs does not include costs, charges or expenses incurred by the insured for materials supplied or services performed by the insured unless such costs, charges or expenses are incurred with our prior written approval. 8. Conveyance means any auto, railcar, rolling stock, train, watercraft or aircraft. Conveyance does not include pipelines. 9. Coverage territory means: a. The United States of America (including its territories and possessions), Puerto Rico, Canada and the Gulf of Mexico; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. immediately above; c. All other parts of the world if the injury or damage arises out of: (1) The activities of a person whose home is in the territory described in Paragraph a. immediately above, but is away for a short time on your business; or (2) Personal and advertising injury offenses that take place through the Internet or similar electronic means of communication; provided the insured's responsibility to pay damages is determined in a suit on the merits, in the territory described in Paragraph a. immediately above or in a settlement we agree to; or d. All other parts of the world if the injury or damage arises out of your product, a pollution incident caused by your work at any location which was not at any time owned or occupied by any insured, a pollution incident during transportation or a pollution incident on, at, under or migrating from a non-owned site, however: (1) We assume no responsibility for furnishing certificates or evidence of insurance or bonds; and (2) We will not be liable for any fine or penalty imposed on you for failing to comply with insurance laws. 10. Disinfection event means an outbreak of communicable virus (other than the novel coronavirus (SARS-CoV-2) that causes coronavirus disease 2019 (COVID-2019)) or communicable bacteria at a location that requires reporting by the insured of such outbreak to the applicable local, state or federal governmental or public health agency or entity. Disinfection event does not include any pollution incident. 11. Disinfection expenses means reasonable fees and costs incurred by the insured to retain third party qualified vendors to disinfect the actual presence of bacteria or virus at a location after a disinfection event. 12. Emergency response expense means reasonable and necessary expenses incurred in response to an imminent and substantial threat to human health or the environment resulting from a pollution incident, and expenses to investigate, remove, dispose of, contain, treat or test soil, surface water, groundwater or other contaminated media resulting from a pollution incident. Emergency response expense shall not include Bodily injury or Property damage. 13. Employee includes a leased worker and a temporary worker. As respects Employee Benefits Administration Liability, employee also means a person actively employed, formerly employed, on leave of absence or disabled, or retired. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page40of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B 14. Employee benefits program means a program providing some or all of the following benefits to employees, whether provided through a plan authorized by applicable law to allow employees to elect to pay for certain benefits with pre-tax dollars or otherwise: a. Group life insurance, group accident or health insurance, dental, vision and hearing plans, and flexible spending accounts, provided that no one other than an employee may subscribe to such benefits and such benefits are made generally available to those employees who satisfy the plan's eligibility requirements; b. Profit sharing plans, employee savings plans, employee stock ownership plans, pension plans and stock subscription plans, provided that no one other than an employee may subscribe to such benefits and such benefits are made generally available to all employees who are eligible under the plan for such benefits; c. Unemployment insurance, social security benefits, workers' compensation and disability benefits; and d. Vacation plans, including buy and sell programs; leave of absence programs, including military, maternity, family, and civil leave; tuition assistance plans; transportation and health club subsidies 15. Environmental damage means physical damage to land, conveyances, buildings or structures with foundations on land, the atmosphere, any watercourse or body of water including surface water or groundwater, giving rise to clean-up costs or emergency response expense. Environmental damage does not include disinfection expenses. 16. Environmental laws means any federal, state, provincial, municipal or local 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, and governmental, judicial or administrative orders and directives, that are applicable to a pollution incident. 17. Environmental professional means an individual approved and designated by us in writing who is duly certified or licensed in a recognized field of environmental science as required by a state board, a professional association, or both, who meet certain minimum qualifications and who maintain specified levels of errors and omissions insurance coverage acceptable to us. We shall consult with the insured in conjunction with the selection of the environmental professional. 18. Executive officer means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 19. Extended reporting period means the claims reporting provision described in SECTION IV -CONDITIONS, Condition 12. Extended Reporting Period. 20. Hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. 21. Image restoration event means a pollution incident which results in a newspaper or magazine publication or television news broadcast alleging responsibility on the part of you for such pollution incident. 22. Image restoration expenses means reasonable public relations expenses incurred by you to restore public reputation and consumer confidence. Image restoration expenses shall include reasonable fees and expenses incurred by you for services rendered by public relations or crisis management firms as well as reasonable and necessary printing, mailing of materials and travel by your executive officers, directors, members, partners or employees at the direction of such firms. Image restoration expenses shall not include the costs to purchase advertising on television, in newspapers or in any other media. 23. Impaired property means tangible property, other than your product or your work, that cannot be used or is less useful because: a. It incorporates your product or your work that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of your product or your work or your fulfilling the terms of the contract or agreement. 24. Insured contract means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises in excess of thirty (30) consecutive days that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is not an insured contract; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page41of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for bodily injury, property damage or environmental 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 that indemnifies an architect, engineer or surveyor for injury or damage arising out of: (1) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage. 25. Insured site means a location listed on the Insured Site Schedule Endorsement, if any, attached to this policy. 26. Leased worker means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. Leased worker does not include a temporary worker. 27. Legal and Claims Expense Payments means: a. All expenses we incur that are directly allocated to a particular claim or suit. b. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or suit, including actual loss of earnings up to $500 a day because of time off from work. c. All court costs taxed against the insured in the suit. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. d. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. e. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. f. Expenses incurred by the insured for first aid administered to others at the time of any accident, for bodily injury to which this insurance applies. 28. Loading or unloading means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or auto; b. While it is in or on an aircraft, watercraft or auto; or c. While it is being moved from an aircraft, watercraft or auto to the place where it is finally delivered; But loading or unloading does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or auto. 29. Location means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 30. Misdelivery means the delivery of any liquid product into a wrong receptacle or to a wrong address, or the erroneous delivery of one liquid product for another. 31. Mobile equipment means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted power cranes, shovels, loaders, diggers or drills or road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. immediately above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page42of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. immediately above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not mobile equipment but will be considered autos: (1) Equipment designed primarily for snow removal, road maintenance (but not construction or resurfacing) or street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressor, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However mobile equipment does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered autos. 32. Mold matter means mold, mildew or fungi, whether or not such mold matter is living. 33. Natural resource damage means damages, sought by a governmental or tribal natural resource damage trustee who is authorized to act in such capacity by a natural resource damage statute governing the assessment and restoration of natural resource damages, for 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 on alienation, any member of a Native American tribe. Natural resource damage does not include environmental damage or emergency response expense. 34. Non-owned site: a. Means any location which: (1) Was not at any time owned or occupied by any insured; and (2) Which is not specifically scheduled as an insured site. b. Does not include: (1) Any location which is not licensed by the appropriate federal, state or local authority at the time such facility performs storage, disposal, processing or treatment of waste from your operations or your work in compliance with environmental law; (2) Any location or any part thereof that has been subject to a consent order or corrective action under environmental law or is listed or proposed to be listed on the Federal National Priorities list (NPL) prior to waste from your operations or your work being legally consigned for delivery or delivered for storage, disposal, processing or treatment at such location; (3) Any location of a purchaser or user of your product; or (4) Any location that has been impacted by pollutants migrating from any location which was at any time owned or occupied by any insured, provided that this item (4) shall not apply to any location which was utilized by any insured to perform storage, disposal, processing or treatment of waste from your operations or your work. 35. Nuclear material means source material, special nuclear material or byproduct material which have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. 36. Occurrence means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 37. Personal and advertising injury means injury, including consequential bodily injury, arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page43of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication directly to the public at large of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. (1) Oral or written publication directly to the public at large of material that violates a person's right of privacy; (2) Oral or written publication of material that violates a person's right of privacy by misappropriation of that person's name or likeness; f. The use of another's advertising idea in your advertisement; g. Infringing upon another's copyright, trade dress or slogan in your advertisement. 38. Policy period means the period of time stated in the Declarations. However, if the policy is cancelled in accordance with SECTION IV -CONDITIONS, Condition 3. Cancellation, the policy period ends on the effective date of such cancellation. 39. Pollutants means any solid, liquid, gaseous or thermal irritant, or contaminant, including smoke, soot, vapor, fumes, acids, alkalis, chemicals, hazardous substances, hazardous materials, or waste materials {including medical, infectious and pathological wastes). Pollutants shall also mean mold matter, legionella pneumophila and electromagnetic fields. With the exception of legionella pneumophila, pollutants shall not include bacteria or viruses. 40. Pollution incident means: a. The discharge, dispersal, release or escape of pollutants on, into or upon land, conveyances, buildings or structures with foundations on land, the atmosphere, any body of water including surface water or groundwater; b. The discharge, dispersal, release, or escape of silt or sedimentation that originated at and migrated from a location where you are performing your work; or c. The presence of mold matter. Pollution incident includes the illicit abandonment of pollutants at any location which is owned or occupied by you provided that such abandonment was committed by parties other than an insured and without the knowledge of a responsible executive. 41. Pre-claim event means a pollution incident arising out of your work that would reasonably be expected to give rise to a claim covered by this policy. 42. Pre-claim event expense means: a. Reasonable and necessary fees charged by an environmental professional or attorney mutually agreed upon by the first named insured shown in the Declarations and us, for environmental consulting, investigative, testing or legal services, solely to the extent such fees are incurred as a result of a pre-claim event; b. Costs, charges and expenses incurred by us in the investigation or adjustment of a pre-claim event; and c. All reasonable and necessary expenses incurred by you at our request to assist us in the investigation of a pre-claim event, including your employees' lost salaries or wages, up to $500 a day. Except as expressly set forth in this Definition, pre-claim event expenses shall not include costs, charges or other expenses incurred: prior to our agreement upon the selection of an environmental professional or attorney; or by you for goods supplied by or on behalf of your staff or salaried employees, or by your parent, subsidiary or affiliate, unless such costs, charges or other expenses are incurred with our prior written consent, which consent shall not be unreasonably withheld. 43. Products -completed operations hazard: a. Includes all bodily injury, property damage or environmental damage occurring away from a location you own or occupy and arising out of your product or your work except: i. Products that are still in your physical possession; or ii. Work that has not yet been completed or abandoned. However, your work will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page44of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (cl When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include bodily injury, property damage or environmental damage arising out of the transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the loading or unloading of that vehicle by any insured or the existence of tools, uninstalled equipment or abandoned or unused materials. 44. Product tampering is an act of intentional alteration of your product which has caused or is reasonably expected to cause bodily injury, property damage or environmental damage. When product tampering is known, suspected or threatened, a product withdrawal will be limited to those batches of your product which are known or suspected to have been tampered with. 45. Product withdrawal means the recall or withdrawal: a. From the market; or b. From use by any other person or organization; of your products, or products which contain your products, because of known or suspected defects in your product, or known or suspected product tampering, which has caused or is reasonably expected to cause bodily injury, property damage or environmental damage. 46. Product withdrawal expenses means those reasonable and necessary extra expenses, listed below, paid and directly related to a product withdrawal: a. Costs of notification; b. Costs of stationery, envelopes, production of announcements and postage or facsimiles; c. Costs of overtime paid to your regular non-salaried employees and costs incurred by your employees, including costs of transportation and accommodations; d. Costs of hiring independent contractors and other temporary employees; e. Costs of transportation, shipping or packaging; f. Costs of warehouse or storage space; or g. Costs of proper disposal of your products, or products that contain your products that can not be reused, not exceeding your purchase price or your cost to produce the products. 47. Professional incident means any act, error or omission in the providing or failure to provide professional services by or on behalf of the insured. 48. Professional services means those services performed for a fee by you or those acting on your behalf, including but not limited to, architect, engineer, consultant, inspector, technician and surveyor that you or those acting on your behalf are qualified to perform for others and are consistent with your corporate statements of professional qualifications. 49. Property damage means: a. Physical injury to or destruction of tangible property, including all resulting loss of use and diminished value of that property. All such loss of use and diminished value 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 or destroyed. All such loss of use shall be deemed to occur at the time of the occurrence or pollution incident that caused it; or c. Natural resource damage. Property damage does not include environmental damage or emergency response expense For the purpose of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CDROMS, tapes drives, cells, data processing devices or any other media which are used with electronically controlled equipment. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page45 of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B 50. Publication means an insured's act of disseminating or broadcasting material or information. Publication does not include the wrongful appropriation, interception or retrieval of material or information by a third party or the insured's dissemination or broadcasting of material or information to a person who is the subject of the material or the information. 51. Responsible executive means any officer, director, risk manager, partner, your manager of an insured site, your manager or supervisor responsible for environmental affairs, health and safety affairs, control or compliance or any other employee authorized by you to give or receive notice of an occurrence or claim. 52. Restoration costs means reasonable and necessary costs incurred by the insured with our prior written consent, to repair, restore or replace that particular part of real or personal property that is damaged solely by work performed in the course of incurring covered clean-up costs in response to a pollution incident to which this policy applies. No coverage for Restoration costs shall apply to any real or personal property which required removal, replacement or repair prior to being damaged during such work. Restoration costs shall not exceed the lesser of actual cash value of the particular part of the real or personal property which was damaged or the cost of repairing, restoring or replacing the damaged property with other property of like kind and quality. An adjustment for depreciation and the physical condition of such property immediately prior to being damaged during such work, including any damage which existed prior to the time at which such property was damaged by such work, shall be made by the company, in its reason judgment, in determining actual cash value. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment, except to the extent: a. Such betterments of the damaged property entail the reasonable use of green building materials which are environmentally preferable and of similar quality to those materials which comprised the damaged property. b. Such green building materials must be certified as such by an applicable national or international independent non-governmental certifying body, where such certification is available, or, in the absence of such certification, based on our judgment in our sole discretion. 53. Suit means a civil proceeding in which damages to which this insurance applies are alleged. Suit includes an arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent or any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 54. Temporary worker means a person who is furnished to you to substitute for a permanent worker on leave or to meet seasonal or short-term workload conditions. 55. Time-Element pollution incident means a pollution incident demonstrable as having commenced at an identified time and place during the policy period provided: a. Such pollution incident does not originate or arise from, or relate to an underground storage tank; and b. Such pollution incident is not (i) heat, smoke or fumes from a hostile fire or (ii) solely with respect to bodily injury, smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests. 56. Transportation means the movement, which occurs beyond the boundaries of any location which is owned or occupied by you, of goods, product, merchandise, supplies or waste in a conveyance by the insured or a third party carrier on behalf of the insured from the time of movement from the point of origin until delivery to the final destination. Transportation includes the movement, which occurs beyond the boundaries of any location which is owned or occupied by you, of goods, products, merchandise, supplies or waste into, onto or from a conveyance. 57. Underground storage tank means any tank, including any piping and appurtenances connected to the tank, located on, at or under an owned or occupied location or an insured site that has at least ten percent (10%) of its combined volume underground. Underground storage tank does not include: a. Septic tanks, sump pumps, or oil/water separators; b. A tank that is enclosed within a basement or cellar, if the tank is upon or above the surface of the floor; or c. Storm-water or wastewater collection systems. 58. Volunteer worker means a person who is not your employee, and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 59. Waste means all waste and includes materials to be recycled, reconditioned or reclaimed. IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page46of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B 60. Your product: a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: a) You; b) Others trading under your name; or c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of your product; and (2) The providing of or failure to provide warnings or instructions. 61. Your work: a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of your work; and (2) The providing or failure to provide warnings or instructions. IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed and attested, but this Policy will not be valid unless countersigned by a duly authorized representative of the Insurer, to the extent required by applicable law. lronshore Specialty Insurance Company by: Secretary President IE.COV.EPIC.001 (05/23) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page47of47 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B ~7~ IRONSHORE,. A Liberty Mutual Company IRONSHORE SPECIAL TY INSURANCE COMPANY 175 Berkeley Street Boston, MA 02116 Toll Free: (877) IRON411 Endorsement# 11 Policy Number: IEPUW0030991301 Insured Name: ASM Affiliates Effective Date of Endorsement: September 10, 2025 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL AGGREGATE LIMIT AMENDMENT This endorsement modifies insurance provided under the following: ENVIRONMENTAL PROTECTION INSURANCE COVERAGE PACKAGE (EPIC PAC) In consideration of the premium paid, the policy to which this Endorsement is attached is amended as follows: SECTION Ill -LIMITS OF INSURANCE AND DEDUCTIBLE, Paragraph 2. is deleted and replaced with the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Damages and emergency response expense under COVERAGE PART I, except damages because of bodily injury, property damage or environmental damage included in the products-completed operations hazard other than damages covered under COVERAGE PART I -Coverage G: Contractors Pollution Liability; b. Damages, medical expense, product withdrawals, image restoration expenses, disinfection expenses or pre-claim event expenses under COVERAGE PART II; c. Damages, clean-up costs, emergency response expense and legal and claims expense payments under COVERAGE PART Ill; and d. Damages and legal and claims expense payments under COVERAGE PART IV. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THIS POLICY REMAIN UNCHANGED. IE.END.EPIC.042 (09/22) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 1 of 1 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B ~7~ IRONSHORE,. A Liberty Mutual Company IRONSHORE SPECIAL TY INSURANCE COMPANY 175 Berkeley Street Boston, MA 02116 Toll Free: (877) IRON411 Endorsement # 10 Policy Number: IEPUW0030991301 Insured Name: ASM Affiliates Effective Date of Endorsement: September 10, 2025 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SPECIFIED ENTITY - WAIVER OF RIGHTS OF RECOVERY This endorsement modifies insurance provided under the following: ENVIRONMENTAL PROTECTION INSURANCE COVERAGE PACKAGE (EPIC PAC) In consideration of the premium paid, the policy to which this Endorsement is attached is amended as follows: SCHEDULE Designated Person(s) Or Organization(s) Where required by a written contract or agreement executed prior to loss. SECTION IV -CONDITIONS, Paragraph 22. Transfer of Rights of Recovery Against Others to Us, is amended to include the following as respects the designated person(s) or organization(s) indicated in the Schedule above: In the event of any payment under this policy, we waive our right of recovery against the person(s) or organization(s) indicated in the Schedule above and with whom the insured has waived its right of recovery. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THIS POLICY REMAIN UNCHANGED. IE.END.EPIC.014 (07 /22) Includes copyrighted material of Insurance Services Offices, Inc. with its permission Page 1 of 1 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B POLICY NUMBER: WPP1985718 03 COMMERCIAL AUTO CA990187 0715 This Endorsement Changes The Policy. Please Read It Carefully BUSINESS AUTO COVERAGE EXPANSION ENDORSEMENT This endorsement modifies insurance provided by the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the COVERAGE FORM apply unless modified by the endorsement. A. Newly Acquired or Formed Organizations, Employee Hired Car Liability and Blanket Additional Insured Status for Certain Entities. Item 1. Who is an Insured of Paragraph A. Coverage under SECTION II -COVERED AUTOS LIABILITY COVERAGE is amended to add: d. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership of a majority interest (greater than 50%}, will qualify as a Named Insured; however, (1) coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; (2) coverage does not apply to "bodily injury", "property damage" or "covered pollution cost or expense" that results from an "accident" which occurred before you acquired or formed the organization; and (3) coverage does not apply if there is other similar insurance available to that organization, or if similar insurance would have been available but for its termination or the exhaustion of its limits of insurance. This insurance does not apply if coverage for the newly acquired or formed organization is excluded either by the provisions of this coverage form or by endorsement. e. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. f. Any person or organization you are required by written contract or agreement to name as an additional "insured", but only with respect to liability created in whole or in part by such agreement. B. Increase Of Loss Earnings Payment Subpart (4) of a. Supplementary Payments of Item 2. Coverage Extensions of Paragraph A. Coverage under SECTION II -COVERED AUTOS LIABILITY COVERAGE is amended to read: (4) We will pay reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $1,000 per day because of time off from work. C. Fellow Employee Injured By Covered Auto You Own Or Hire Item 5. Fellow Employee of Paragraph B. Exclusions under SECTION II -COVERED AUTOS LIABILITY COVERAGE is amended to add: This exclusion does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. Such coverage as is afforded by this provision is excess over any other collectible insurance. CA990187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Page 1 of 5 Used with permission Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B D. Limited Automatic Towing Coverage Item 2. Towing, of Paragraph A. Coverage, under SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended to read: 2. Towing We will pay for towing, and labor costs each time that a covered "auto" is disabled. All labor must be performed at the place of disablement of the covered "auto". a. The limit for towing and labor for each disablement is $500; b. No deductible applies to this cover- age. E. Item 3. Glass Breakage -Hitting A Bird Or Animal -Falling Objects or Missiles of Paragraph A. Coverage under SECTION Ill -PHYSICAL DAMAGE COVERAGE, is amended to add: Glass Repair Coverage We will waive the Comprehensive deductible for Glass, if one is indicated on your covered "auto", for glass repairs. We will repair at no cost to you, any glass that can be repaired without replacement, provided the "loss" arises from a covered Comprehensive "loss" to your "auto". F. Increase Of Transportation Expense Coverage Subpart a. Transportation Expenses of Item 4. Coverage Extensions of Paragraph A. Coverage under SECTION Ill - PHYSICAL DAMAGE COVERAGE is amended to read: a. Transportation Expenses We will pay up to $50 per day to a maximum of $1 ,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage or Theft Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". G. "Personal Effects" Coverage Item 4. Coverage Extensions of Paragraph A. Coverage, under SECTION Ill - PHYSICAL DAMAGE COVERAGE, is amended to add: "Personal Effects" Coverage We will pay actual cash value for "loss" to "personal effects" of the "insured" while in a covered "auto" subject to a maximum limit of $2,500 per "loss", for that covered "auto" caused by the same "accident". No deductible will apply to this coverage. H. "Downtime Loss" Coverage Item 4. Coverage Extensions, of Paragraph A. Coverage, under SECTION Ill. PHYSICAL DAMAGE COVERAGE is amended to add; ' "Downtime Loss" Coverage We will pay any resulting "downtime loss" expenses you sustain as a result of a covered physical damage "loss" to a covered "auto" up to a maximum of $100 per day, for a maximum of 30 days for the same physical damage "loss", subject to the following conditions: a. We will provide "downtime loss" beginning on the 5th day after we have given you our agreement to pay for repairs to a covered "auto" and you have given the repair facility your authorization to make repairs; b. Coverage for "downtime loss" expenses will end when any of the following occur: (1) You have a spare or reserve "auto" available to you to continue your operations. (2) You purchase a replacement "auto". (3) Repairs to your covered "auto" have been completed by the repair facility and they determine the covered "auto" is road-worthy. (4) You reach the 30 day maximum coverage. CA990187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Page 2 of 5 Used with permission Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B I. Item 4. Coverage Extensions, of Paragraph A. Coverage, under SECTION Ill. PHYSICAL DAMAGE COVERAGE, is amended to add: We will pay any resulting rental reimbursement expenses incurred by you for a rental of an "auto" because of "loss" to a covered "auto" up to a maximum of $100 per day, for a maximum of 30 days for the same physical damage "loss", subject to the following conditions: a. We will provide rental reimbursement incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy expiration, with the number of days reasonably required to repair or replace the covered "auto". If the "loss" is caused by theft, this number of days is the number of days it takes to locate the covered "auto" and return it to you or the number of days it takes for the claim to be settled, whichever comes first. b. Our payment is limited to necessary and actual expenses incurred. c. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. d. If a "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the Physical Damage Coverage Extension. J. "Personal Effects" Exclusion Paragraph 8. Exclusions under SECTION Ill -PHYSICAL DAMAGE COVERAGE, is amended to add: "Personal Effects" Exclusion We will not pay for "loss" to "personal effects" of any of the following: a. Accounts, bills, currency, deeds, evidence of debt, money, notes, securities or commercial paper or other documents of value. b. Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry; watches; precious or semi-precious stones. c. Paintings, statuary and other works of art. d. Contraband or property in the course of illegal transportation or trade. e. "Loss" caused by theft, unless there is evidence of forced entry into the covered "auto" and a police report is filed. K. Accidental Airbag Discharge Coverage Item 3.a. of Paragraph 8. Exclusions under SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended to read: a. Wear and tear, freezing, mechanical or electrical breakdown. The exclusion relating to mechanical break-down does not apply to the accidental discharge of an air bag. L. Loan or Lease Gap Coverage Paragraph C. Limit Of Insurance under SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended to add: If a covered "auto" is owned or leased and if we provide Physical Damage Coverage on it, we will pay, in the event of a covered total "loss", any unpaid amount due on the lease or loan for a covered "auto", less: a. The amount paid under the Physical Damage Coverage Section of the policy; and b. Any: (1) Overdue lease or loan payments including penalties, interest or other charges resulting from overdue payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; (4) Security deposits not refunded by the lessor; and (5) Carry-over balances from previous loans or leases CA990187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Page 3 of 5 Used with permission Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B M. Aggregate Deductible Paragraph D. Deductible under SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended to add: Regardless of the number of covered "autos" involved in the same "loss", only one deductible will apply to that "loss". If the deductible amounts vary by "autos", then only the highest applicable deductible will apply to that "loss". N. Diminishing Deductible Paragraph D. Deductible under SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended to add: Any deductible will be reduced by the percentage indicated below on the first "loss" reported during the corresponding policy period: Loss Free Policy Periods Deductible With the Expansion Reduction on the Endorsement first "loss" 1 0% 2 25% 3 50% 4 75% 5 100% If we pay a Physical Damage "loss" during the policy period under any BUSINESS AUTO COVERAGE FORM you have with us, your deductible stated in the Declarations page of each such COVERAGE FORM will not be reduced on any subsequent claims during the remainder of your policy period and your deductible reduction will revert back to 0% for each such COVERAGE FORM if coverage is renewed. 0. Knowledge of Loss and Notice To Us Subsection a. of Item 2. Duties In the Event of Accident, Claim, Suit or Loss of Paragraph A. Loss Conditions under SECTION IV --BUSINESS AUTO CONDITIONS is amended to add: However, prompt notice of the "accident", claim, "suit" or "loss" to us or our authorized representative only applies after the "accident", claim, "suit" or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer" or director, if you are a corporation; (4) A manager or member, if you are a limited liability company; (5) Your insurance manager; or (6) Your legal representative. P. Waiver Of Subrogation For Auto Liability Losses Assumed Under Insured Contract Item 5. Transfer Of Rights Of Recovery Against Others To Us of Paragraph A. Loss Conditions under SECTION IV - BUSINESS AUTO CONDITIONS is amended to read: 5. Transfer of Rights of Recovery Against Others To Us If any person or organization to or for whom we make payments under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after an "accident" or "loss" to impair them. However, if the insured has waived those rights to recover through a written contract, we will waive any right to recovery we may have under this Coverage Form. Q. Insurance is Primary and Noncontributory Subpart a. of Item 5. Other Insurance of Paragraph B. General Conditions under SECTION IV -BUSINESS AUTO CONDITIONS is amended to read: a. This insurance is primary and noncontributory, as respects any other insurance, if required in a written contract with you. R. Other Insurance -Hired Auto Physical Damage Subpart b. of Item 5 .. Other Insurance of Paragraph B. General Conditions under SECTION IV -BUSINESS AUTO CONDITIONS is amended to read: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and CA990187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Page 4 of 5 Used with permission Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". S. Unintentional Failure To Disclose Hazards Paragraph B. General Conditions under SECTION IV -BUSINESS AUTO CONDI- TIONS is amended to add: 9. Your failure to disclose all hazards existing as of the inception date of this policy shall not prejudice the coverage afforded by this policy, provided that such failure to disclose all hazards is not intentional. However, you must report such previously undisclosed hazards to us as soon as practicable after its discovery. T. Additional Definition SECTION V -DEFINITIONS is amended to add: "Personal effects" means personal property owned by the "insured". "Downtime loss" means actual loss of "business income" for the period of time that a covered "auto": 1. Is out of service for repair or replacement as a result of a covered physical damage "loss" and 2. Is in the custody of a repair facility if not a total "loss". "Business Income" means: 1. Net Income (Net Profit or Loss before income taxes) that would have been earned or incurred; and 2. Continuing normal operating expenses incurred, including payroll. In this endorsement, Headings and Titles are inserted solely for the convenience and ease of reference. They do not affect the coverage provided by this endorsement, nor do they constitute any part of the terms and conditions of this endorsement. All other policy wording not specifically changed, modified, or replaced by this endorsement wording remains in effect. CA990187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Used with permission Page 5 of 5 Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC 00 0313 (Ed. 04-84) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. {This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization as required by written contract This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company WC 00 0313 {Ed. 04-84) 9/10/2025 Policy No. TWC4684451 ASM AFFILIATES Technology Insurance Company, Inc. Endorsement No. 0 Premium $ 37,840 Countersigned by ________________ _ Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC040306 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Any person or organization as required by written contract. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company WC 04 03 06 (Ed. 04-84) 9/10/2025 Policy No. TWC4684451 ASM AFFILIATES Technology Insurance Company, Inc. Endorsement No. 0 Premium $ 37,840 Countersigned by _________________ _ Docusign Envelope ID: 59E20C3A-598F-4EB1-9D11-E978C158053B WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC430305 (Ed. 7-00) UTAH WAIVER OF SUBROGATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Our waiver of rights does not release your employees' rights against third parties and does not release our authority as trustee of claims against third parties. Schedule Any person or organization as required by written contract This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company WC 43 03 05 (Ed. 7-00) 9/10/2025 Policy No. TWC4684451 ASM AFFILIATES Technology Insurance Company, Inc. Endorsement No. 0 Premium $ 37,840 Countersigned by ________________ _