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Home My WebLink AboutCAG2023-328 - Original - Herrera Environmental Consultants, Inc. - National Pollutant Discharge Elimination System (NPDES): Low Impact Development (LID) Training - 05/31/2023 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KEN T This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A S H I N G T O N Sheet forms. Originator: Department: Karin Bayes for Laura Haren Public Works Date Sent: Date Required: c 05/31/2023 6/7/2023 Q Director or Designee to Sign. Date of Council Approval: Q Interlocal Agreement Uploaded to Website ❑✓ N/A Budqet Account Number: Grant?❑Yes❑No D00016 Budget?W]Yes❑No Type: N/A Vendor Name: Category: Herrera Environmental consultants, inc. Contract Vendor Number: Sub-Category: Original 0 Project Name: NPDES - LID Training E 0 Project Details:The Consultant will provide LID training sessions to City Staff that � p 9 Y complies with NPDES permit requirements. 4) Agreement Amount: $19,463 Basis for Selection of Contractor: Direct Negotiation *Memo to Mayor must be attached i Start Date: Upon Execution Termination Date: June 30, 2023 Q Local Business'El Yes❑No* If meets requirements per KCC3.70.100,pleosecomplete"VendorPurchose-Local Exceptions"form onCityspace. Business License Verification:El Yes❑In-Process❑Exempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number: IF Yes❑No CAG2023-328 Comments: a1 3 GJ y •� i GJ 3 M C N Date Routed to the City Clerk's Office: 6/5/2023 ad,V�7i__C Visit Documents.KentWA.govto obtain copies of all agreements rev.20210513 KENT WISHINGTON CONSULTANT SERVICES AGREEMENT between the City of Kent and Herrera Environmental Consultants, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Herrera Environmental Consultants, Inc. organized under the laws of the State of Washington, located and doing business at 2200 Sixth Avenue, Suite 1100, Seattle, WA 98121, Phone: (206) 787-8261, Contact: Rebecca Dugopolski (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. The Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: The Consultant will provide LID training sessions to City staff that complies with NPDES permit requirements. For a description, see the Consultant's Scope of Work which is attached as Exhibit A and incorporated by this reference. The Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. The Consultant shall complete the work described in Section I by June 30, 2023. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Nineteen Thousand, Four Hundred Sixty Three Dollars ($19,463), for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. C. Card Payment Program. The Consultant may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Consultant. If the CONSULTANT SERVICES AGREEMENT - 1 ($20,000 or Less) Consultant voluntarily participates in this Program, the Consultant will be solely responsible for any fees imposed by financial institutions or credit card companies. The Consultant shall not charge those fees back to the City. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which the Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of the Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. FORCE MA]EURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Consultant shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any CONSULTANT SERVICES AGREEMENT - 2 ($20,000 or Less) costs, losses, expenses, damages, or delay costs incurred by the Consultant due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Consultant to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Consultant to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Consultant. VII. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Consultant shall execute the attached City of Kent Non-Discrimination Policy Declaration and comply with City Administrative Policy 1.2. VIII. INDEMNIFICATION. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and the Consultant's liability accruing from that obligation shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then the Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys'fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. IX. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. X. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to the Consultant for the purpose of completion of the work under this Agreement. CONSULTANT SERVICES AGREEMENT - 3 ($20,000 or Less) XI. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. The Consultant shall make such data, documents, and files available to the City upon the City's request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. The City's use or reuse of any of the documents, data, and files created by the Consultant for this project by anyone other than the Consultant on any other project shall be without liability or legal exposure to the Consultant. XII. CITY'S RIGHT OF INSPECTION. Even though the Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XIII. WORK PERFORMED AT CONSULTANT'S RISK. The Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Consultant's own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VIII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Consultant. CONSULTANT SERVICES AGREEMENT - 4 ($20,000 or Less) G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. CONSULTANT SERVICES AGREEMENT - 5 ($20,000 or Less) IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT: CITY OF KENT: Chad mere n By; By: C I h I a B I ere n 2023.05.31 10:46:32-07'00' Print Name: Theresa M. Wood Print Name: Chad Bieren, P.E. Its: Vice President Its: Public Works Director DATE: May 30, 2023 DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Rebecca Dugopolski Chad Bieren, P.E. Herrera Environmental Consultants, Inc. City of Kent 2200 Sixth Avenue, Suite 1100 220 Fourth Avenue South Seattle, WA 98121 Kent, WA 98032 (206) 787-8261 (telephone) (253) 856-5500 (telephone) rugopolski@Herrerainc.com (email) PublicWorks@KentWA.gov email ATTEST: L�' A�OVA Kent City Clerk P:\Admin\Contracts\Dani CONSULTANT SERVICES AGREEMENT - 6 ($20,000 or Less) DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). • Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and Regulations". The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement. The statements are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement I, the prime contractor, will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: EEO COMPLIANCE DOCUMENTS - 1 A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter "Contractor") will comply with all Acts and the Regulations relative to non-discrimination, including those applicable to Federally- assisted programs of the U.S. Department of Transportation, State-assisted programs through the Washington State Department of Transportation, and generally under Washington's Law Against Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: The contractor will provide all information and reports required by the Acts and Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined applicable to contractor's contract by the City or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. F. Incorporation of Provisions: The contractor will include the provisions of paragraphs (A) through (F) above in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, EEO COMPLIANCE DOCUMENTS - 2 or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); X. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; EEO COMPLIANCE DOCUMENTS - 3 xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). xiii. Washington Law Against Discrimination (Ch. 49.60 RCW) 7. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during the course of the contract's performance. By signing below, I agree to fulfill the five requirements referenced above. By ---- — -- -- For: _ Herrera Environmental Consultants Inc__ Title: Vice President Date: --May 30, 2023 — -- --_ EEO COMPLIANCE DOCUMENTS - 4 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022 SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor POLICY: Equal employment opportunity and non-discrimination in contracting requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants, and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the City, regardless of the value of the Agreement, are required to sign the City's Non-Discrimination Policy Declaration, prior to commencing performance. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to coordinate with the City's Title VI coordinator, and perform the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 5 Exhibit A (VAHERRERA Science + Planning + Design SCOPE OF WORK CITY OF KENT LOW IMPACT DEVELOPMENT (LID) TRAINING On May 12, 2023, the City of Kent (City) authorized Herrera Environmental Consultants (Herrera) to prepare a scope of work and cost estimate to provide support with developing and presenting low impact development (LID) training for compliance with the 2019-2024 National Pollutant Discharge Elimination System Phase II Municipal Stormwater permit (NPDES Phase II permit). This scope of work includes developing and presenting two full day trainings covering LID design, construction, inspections, and maintenance. This scope of work includes a discussion of the activities, assumptions, deliverables, and a schedule associated with the following tasks for this project: • Task 1.0 — Project Management • Task 2.0— LID Training Sessions Task 1 .0 - Project Management Herrera will be responsible for ongoing administration of the project, including preparing invoices and progress reports, as well as coordination of work efforts with the City project manager (Laura Haren). Herrera's project manager (Rebecca Dugopolski) and contract manager will have phone and e-mail contact with the City project manager and other City representatives on an as-needed basis with regard to scope, schedule, budget, and invoicing issues. Assumptions • No meetings are included in this task. Deliverables • Monthly progress reports and invoices Task 2.0 — LID Training Sessions Herrera will develop and present the following two training sessions: • Session 1 — LID Feasibility, Application, and Design • Session 2 — LID Construction, Inspection, and Maintenance May 17,2023 Page 1 of 2 '"� a kent-lid-training-scope-final-20230517.docx FiERRERA SCOPE OF WORK Assumptions • Both training sessions will be scheduled in June 2023. • Each training session is anticipated to be a full-day (approximately 8-hour) training. • Training sessions will be recorded by the City to use for staff who are unable to attend the in- person training. • Training sessions will be based on content that was developed previously for the Statewide LID Training Program and the Construction Stormwater Site Inspection Toolkit, with the following significant updates: • The materials will be substantially streamlined to fit within the 2-day training format for this project. • Minor updates will be made to training materials to reflect recent changes in LID design and maintenance that have occurred since the source materials were initially developed. Deliverables • Draft and final training agendas (Microsoft Word and Adobe Acrobat PDF) • Draft and final training materials (Microsoft PowerPoint and Microsoft Word) • Sign-in sheets from Training Sessions #1 and #2 Project Schedule Task/Subtask Deliverable/Meeting Timeline a Task 1.0—Project Monthly invoices and progress reports May—June 2023 Management Task 2.0—LID Draft training agenda for Training Sessions 1 &2 June 2,2023 Training Sessions Draft PowerPoint slides for Training Sessions 1 &2 June 14,2023 Final training agenda for Training Sessions 1 &2 June 16,2023 Final PowerPoint slides for Training Sessions 1 &2 June 27,2023 Training Session 1 June 28,2023 Training Session 2 June 29,2023 TBD:to be determined a The proposed project timeline assumes that the notice to proceed will be issued on May 26,2023 or sooner. May 17,2023 Page 2 of 2 '"� a kent_lid_training_scope_final_20230517.docx \� HERRERA • CM0 (D �O • 00 14' (D N O C.) CV) ri 6) Oj • LO N M M lii 0000 co QO li fR � -:T N W N N N - rj to fR � z° N O O +O+ +O+ Y f6 -0 m CC ~ J J Q ~ N O N cc _0 O O N N eNi = 0 60 60 6). <f? Cc (6 ++ O +O+ N tb �f6 H aNi 03 = Wo o a 4Cie 0 J Q O a Q O Mp a : a a d U N m w J W 0 W O Z O O 0 O U y c�i m co � M Q a�i c y N d d O o R c — Lu W \ J N Y ti V +, ~ a m O N y c'I O CD 0 N N O O N o0 c 0 2 = o L° >IEJ Exhibit B Insurance Requirements for Consultant Services Agreements Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. Automobile Liability insurance providing bodily injury and property damage liability coverage for all autos used in the performance of this Agreement. This coverage must be on a primary and non-contributory basis only. Coverage shall be written on ISO form CA 00 01, or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Workers' Compensation coverage for the employees of Contractor and subcontractors as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: Commercial General Liability insurance shall be written with limits no less than $2,000,000 per occurrence, $4,000,000 general aggregate. Stop Gap Liability - $1,000,000/$1,000,000/$1,000,000 Primary Non-Contributory Additional Insured coverage for the City of Kent, et. al. Waiver of Subrogation Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per occurrence. The above policy limits may be obtained with excess liability (umbrella) insurance. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability and Automobile Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance policies and shall not contribute to the Contractor's insurance policies. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice has been given to the City, sent via certified mail, return receipt requested. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) with respect to work performed by or on behalf of the Contractor and a copy of the endorsement naming the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claims are made or suit is brought, except with respect to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. The City waives no rights, and the Contractor is not excused from performance if Contractor fails to provide the City with a copy of the endorsements naming the City as a Primary Non-Contributory Additional Insured. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all the same insurance requirements as stated herein for the Contractor. Client#: 12725 HERRENVI DATE(MM/DD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 1 5/31/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Rachel Reese NAME: Propel Insurance PHONE 206 262-4368 FAX 866 577-1326 A/C No Ext: A/C,No 601 Union Street; Suite 3400 E-MAIL ADDRESS: �Pro rachel.reese elinsurance.com p COM Senior Care INSURER(S)AFFORDING COVERAGE NAIC# Seattle,WA 98101-1371 INSURER A:Ironshore Specialty Insurance 25445 INSURED INSURER B:Ohio Security Insurance Company 24082 Herrera Environmental Consultants Inc INSURER C: 2200 6th Avenue#1100 INSURER D: Seattle,WA 98121 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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. LT R TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY IEPICB43N3003 11/24/2022 11/24/2023 EACHOCCURRENCE $1000000 CLAIMS-MADE �OCCUR PREMISES ERENTED nte $1,000,000 MED EXP(Anyone person) s25,000 PERSONAL&ADV INJURY $1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X1 JECOT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY BAS56989902 11/24/2022 11/24/202 Ea aINED acid.",)SINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ A UMBRELLA LIAB X OCCUR IEELCASB43N7003 11/24/2022 11/24/2023 EACH OCCURRENCE s4,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE s4,000,000 DED I I RETENTION$ $ A WORKERS COMPENSATION IEPICB43N3003 11/24/2022 11/24/2023 X PER OTH- AND EMPLOYERS'LIABILITY TAT TE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE WA STOP GAP E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Professional Liab IEPICB43N3003 11/24/2022 11/24/202 $1,000,000 Each Claim Pollution $2,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) RE: City of Kent Low Impact Development(LID) Development and Training Herrera Project No.23-08144-000 Additional Insured status applies to City of Kent per attached endorsements. CERTIFICATE HOLDER CANCELLATION City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 Fourth Avenue South ACCORDANCE WITH THE POLICY PROVISIONS. Kent,WA 98032 AUTHORIZED REPRESENTATIVE W�rltnM� ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S5943188/M5693873 FAR00 This page has been left blank intentionally. "\ 1R0NSH0U_ A Liberty Mutual Company IRONSHORE SPECIALTY INSURANCE COMPANY 175 Berkeley Street Boston, MA 02116 Toll Free: (877) IRON411 Insured Name: Herrera Environmental Consultants, Inc. Policy Number: IEPICB43N3003 ENVIRONMENTAL PROTECTION INSURANCE COVERAGE PACKAGE (EPIC PAC) TABLE OF CONTENTS SECTIONI—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........................................................................... 5 Coverage D:Time-Element Pollution Bodily Injury and Property Damage Liability.............................. 5 Coverage E:Non-Owned Site Pollution Bodily Injury and Property Damage Liability........................... 6 Coverage F:Pollution Liability during Transportation............................................................................ 7 Coverage G:Contractors Pollution Liability............................................................................................ 8 COVERAGE PART I—Common Insuring Agreement.................................................................................. 9 COVERAGE PART I—Supplementary Payments........................................................................................ 10 COVERAGE PART I—Common Exclusions................................................................................................... 11 COVERAGE PART II:MISCELLANEOUS COVERAGES....................................................................................... 14 Coverage A:Personal and Advertising Injury Liability............................................................................. 14 Coverage B:Employee Benefits Administration Liability........................................................................ 16 Coverage C:Medical Payments................................................................................................................ 17 COVERAGE PART II—Supplementary Payments......................................................................................... 18 COVERAGE PART III:SITE POLLUTION INCIDENT LEGAL LIABILITY................................................................. 18 Coverage A:Bodily Injury and Property Damage Liability....................................................................... 18 Coverage B:First and Third Party On-Site Clean-Up Costs...................................................................... 19 CoverageC:Off-Site Clean-Up Costs........................................................................................................ 20 COVERAGE PART III—Common Exclusions................................................................................................. 21 COVERAGE PART IV—PROFESSIONAL LIABILITY........................................................................................... 23 SECTION II—WHO IS AN INSURED..................................................................................................................... 26 SECTION III—LIMITS OF INSURANCE AND DEDUCTIBLE.................................................................................. 28 SECTIONIV—CONDITIONS............................................................................................................................... 30 SECTION V—DEFINITIONS................................................................................................................................ 36 IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 1 of 44 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. COVERAGE PART III —SITE POLLUTION INCIDENT LEGAL LIABILITY and COVERAGE PART IV— PROFESSIONAL LIABILITY of this policy provide claims-made coverage. 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. 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. 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: 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; IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 2 of 44 (5) Liability assumed under any insured contract for the ownership, maintenance or use of aircraft or watercraft; or (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 out of the presence, ingestion, inhalation or absorption of, or exposure to, asbestos or lead in any form; or (2) Property damage arising out of the presence of,or exposure to,asbestos or lead in any form. c. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. However,this exclusion does to apply to liability for 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. d. 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 Paragraphs (1)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. e. 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 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. f. 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. g. Personal And Advertising Injury IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 3 of 44 Bodily injury arising out of personal and advertising injury. h. Pollution (1) Bodily injury or property damage caused by a pollution incident. (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. I. 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; (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: 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 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, 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 out of the presence, ingestion, inhalation or absorption of, or exposure to, asbestos or lead in any form;or IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 4 of 44 (2) Property damage arising out of the presence of,or exposure to,asbestos or lead 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 arising out of a pollution incident caused by your product,and included in the products-completed operations hazard;or b. Bodily injury or property damage arising out of 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 In addition to exclusions found in COVERAGE PART I—Common Exclusions,this insurance does not apply to: a. Asbestos (1) Bodily injury arising out of the presence, ingestion,inhalation or absorption of,or exposure to,asbestos in any form;or (2) Property damage arising out of the presence of,or exposure to,asbestos in any form. (3) Environmental damage arising 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 arising out of 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. The insured discovers 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 IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 5 of 44 In addition to exclusions found in COVERAGE PART I—Common Exclusions,this insurance does not apply to: a. Criminal Fines,Penalties and Assessments Any 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 non-compliance 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 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 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 arising out of 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: a. Criminal Fines,Penalties and Assessments Any criminal fines,criminal penalties or criminal assessments. b. 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 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 known to a responsible executive prior to the effective date of the policy period. This exclusion does not apply if: IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 6 of 44 (1) 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;or (2) We have been notified in writing of such pollution incident giving rise to bodily injury or property damage during the policy period of a policy previously issued by us. 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 arising out of a pollution incident during transportation;or (2) Bodily injury,property damage or environmental damage arising out of 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 arising out of a pollution incident during transportation or misdelivery during transportation but only if: (1) The pollution incident or misdelivery first commenced during the policy period; (2) The pollution incident or misdelivery takes place in the coverage territory; (3) The emergency response expenses are incurred within seven (7) days of commencement of the pollution incident or misdelivery;and (4) The pollution incident or misdelivery and related emergency response expenses are reported to us in writing within fourteen (14) days of 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: a. Criminal Fines,Penalties and Assessments Any 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 or emergency response expense 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, IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 7 of 44 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 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 known to a responsible executive prior to the effective date of the policy period. This exclusion does not apply if: (1) 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;or (2) We have been notified in writing of such pollution incident giving rise to bodily injury, property damage or environmental damage during the policy period of a policy previously issued by us. 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 arising out of a pollution incident caused by your work 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 arising out of a pollution incident caused by your work but only if: (1) The pollution incident first 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 commencement of the pollution incident;and (4) The pollution incident and related emergency response expenses are reported to us within fourteen (14)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: a. Criminal Fines,Penalties and Assessments Any 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 boundary of a job site where your work is performed. c. Noncompliance IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 8 of 44 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 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, known to a responsible executive prior to the effective date of the policy period. This exclusion does not apply if: (1) 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; (2) We have been notified in writing of such pollution incident giving rise to bodily injury, property damage or environmental damage during the policy period of a policy previously issued by us. 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 III - 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 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 IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 9 of 44 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. S. 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 offe r. 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: IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 10 of 44 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; 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: (a) Cooperate with us in the investigation,settlement or defense of the suit; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the suit; (c) Notify any other insurer whose coverage is available to the indemnitee;and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the suit;and (b) 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 (2), 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.above,are no longer met. COVERAGE PART I—Common Exclusions: The insurance provided in COVERAGE PART I does not apply to: 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, 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. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 11 of 44 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: (1) A defect, deficiency, inadequacy or dangerous condition in your product or your work;or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to your product or your work after it has been put to its intended use. 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;or (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 30 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in SECTION III - 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. Employer's Liability 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)above. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 12 of 44 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. g. 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. h. 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. i. 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: (1) To clean-up costs required by environmental laws governing the liability or responsibilities of an insured to respond to a pollution incident;or (2) If such damage is a result of an unexpected or unintended pollution incident arising from your work. j. 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. k. 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. I. 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. m. Workers Compensation and Similar Laws IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 13 of 44 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., f. and g. and COVERAGE PART I — Common Exclusions, Exclusion b., through f. inclusive and k. through m. 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 III-LIMITS OF INSURANCE AND DEDUCTIBLE, Paragraph S.. 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 III - 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: 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. Distribution Of Material In Violation Of Statutes Bodily injury or property damage arising directly or indirectly out of any action or omission that violates or is alleged to violate the Telephone Consumer Protection Act(TCPA), including any amendment of or addition to such law, the CAN-SPAM Act of 2003, including any amendment of or addition to such law or any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 that prohibits or limits the sending, transmitting, communication or distribution of material or information. e. Electronic Chatrooms or Bulletin Boards IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 14 of 44 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. 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 32 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. h. 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. i. 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. j. 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. k. Pollution (1) Personal and advertising injury arising out of a pollution incident. (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. I. 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. m. 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. n. War Bodily injury or property 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 IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 15 of 44 (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. o. 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 III—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: a. Available Benefits Any 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. Employment-Related Practices Damages arising out of wrongful termination of employment, discrimination, or other employment-related practices. c. 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. d. 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. e. Failure To Perform A Contract Damages arising out of failure of performance of contract by any insurer. f. Insufficiency Of Funds Damages arising out of an insufficiency of funds to meet any obligations under any plan included in the employee benefit program. g. Inadequacy Of Performance Of Investment/Advice Given With Respect To Participation Any 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. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 16 of 44 h. Prior Act,Error or Omission Any 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. L Taxes,Fines Or Penalties Taxes, fines or penalties, including those imposed under the Internal Revenue Code or any similar state or local law. j. Workers'Compensation And Similar Laws Any 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: (1) The accident takes place in the coverage territory and during the policy period; (2) The expenses are incurred and reported to us within one year of the date of the accident;and (3) 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 bodily injury: a. Any Insured 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 IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 17 of 44 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 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. S. 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 III: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 arising out of 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 III — 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 III 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 11.Extended Reporting Period. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 18 of 44 A claim received by the insured during the policy period and reported to us within 30 days after the end of the policy period will be considered to have been reported within the policy period. c. If a claim is first made against an insured and reported to us during the policy period, additional claims arising from the same, related or continuous pollution incident that are made against an insured and reported to us during the policy period or during the policy period of a subsequent policy issued by us to you providing coverage substantially the same as that provided by COVERAGE PART III for claims first made against the insured and reported to us during the policy period,then all such claims shall be: (1) Deemed to be one claim; (2) Deemed to have been first made and reported during this policy period on the date the first of such claims was first made and reported; and (3) Subject to the Each Incident Limit applicable to COVERAGE PART III stated in the Declarations. Coverage under this policy for such claims shall not apply, however, unless at the time such subsequent claims are first made and reported, you have maintained with us coverage substantially the same as this coverage on a continuous, uninterrupted basis since the first such claim was made against an insured. Coverage B—First and Third Party On-Site Clean-Up Costs 1. Insuring Agreement a. We will pay for clean-up costs 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 (b) 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 (b) 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 11. Extended Reporting Period. A claim received by the insured during the policy period and reported to us within 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 arising out of a pollution incident on, at or under an insured site but only if: (1) The pollution incident first commenced during the policy period; (2) The emergency response expenses are incurred within seven (7) days of 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 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. But: (1) the amount we will pay for such clean-up costs and emergency response expense is limited as described in SECTION III—LIMITS OF INSURANCE AND DEDUCTIBLE;and IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 19 of 44 (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 a claim is first made against an insured and reported to us during the policy period, additional claims arising from the same, related or continuous pollution incident that are made against an insured and reported to us during the policy period or during the policy period of a subsequent policy issued by us to you providing coverage substantially the same as that provided by COVERAGE PART III for claims first made against the insured and reported to us during the policy period,then all such claims shall be: (1) Deemed to be one claim; (2) Deemed to have been first made and reported during this policy period on the date the first of such claims was first made and reported; and (3) Subject to the Each Incident Limit applicable to COVERAGE PART III stated in the Declarations. Coverage under this policy for such claims shall not apply, however, unless at the time such subsequent claims are first made and reported, you have maintained with us coverage substantially the same as this coverage on a continuous, uninterrupted basis since the first such claim was made against an insured and reported to us. 2. Exclusions In addition to exclusions found in COVERAGE PART III—Common Exclusions,the following exclusions apply: a. Asbestos and Lead Environmental damage arising from asbestos, asbestos containing materials or lead-based paint 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. Off-Site Clean-Up Costs and Emergency Response Expense Clean-up costs and emergency response expense other than those on, at or under a non-owned site or an insured site. Coverage C—Off-Site Clean-Up Costs 1. Insuring Agreement a. We will pay for off-site clean-up costs beyond the boundary 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: (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 (b) 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 11. Extended Reporting Period. A claim received by the insured during the policy period and reported to us within 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 arising out of a pollution incident beyond the boundary of an insured site but only if: (1) The pollution incident first commenced during the policy period; IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 20 of 44 (2) The emergency response expenses are incurred within seven (7) days of 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 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. But: (1) The amount we will pay for such clean-up costs and emergency response expense is limited as described in SECTION III—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 a claim is first made against an insured and reported to us during the policy period, additional claims arising from the same, related or continuous pollution incident that are made against an insured and reported to us during the policy period or during the policy period of a subsequent policy issued by us to you providing coverage substantially the same as that provided by COVERAGE PART II for claims first made against the insured and reported to us during the policy period,then all such claims shall be: (1) Deemed to be one claim; (2) Deemed to have been first made and reported during this policy period on the date the first of such claims was first made and reported; and (3) Subject to the Each Incident Limit applicable to COVERAGE PART III stated in the Declarations. Coverage under this policy for such claims shall not apply, however, unless at the time such subsequent claims are first made and reported, you have maintained with us coverage substantially the same as this coverage on a continuous, uninterrupted basis since the first such claim was made against an insured and reported to us. 2. Exclusions In addition to exclusions found in COVERAGE PART III—Common Exclusions,the following exclusions apply: a. On-Site Clean-Up Costs Clean-up costs on at or under a non-owned site or an insured site. COVERAGE PART III-Common Exclusions The insurance provided in COVERAGE PART III does not apply to: 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, 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 Any criminal fines,criminal penalties or criminal assessment. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 21 of 44 c. 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)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. d. Expected or Intended Injury or Damage Bodily injury, property damage or environmental damage expected or intended from the standpoint of the insured. e. 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 f. Naturally Present Pollutants Property damage or environmental damage arising out of pollutants at levels naturally present where the property damage or environmental damage occurs. However, this exclusion does not apply to clean-up costs required by environmental laws governing the liability or responsibility of an insured to respond to a pollution incident. g. 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 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. g. Nuclear Material Any 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. h. Previously Reported Claim Any 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. i. Prior Pollutants or Pollution Incident IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 22 of 44 Bodily injury, property damage or environmental damage arising out of pollutants or a pollution incident known to a responsible executive prior to the effective date of the policy period. This exclusion does not apply if: (1) 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;or (2) We have been notified in writing of such pollution incident giving rise to bodily injury, property damage or environmental damage during the policy period of a policy previously issued by us. j. Transportation Bodily injury, property damage, environmental damage or emergency response expense arising out of a pollution incident during transportation. However this exclusion does not apply as respects environmental damage or emergency response expense arising out of a pollution incident during transportation within the boundaries of an insured site. k. 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 in accordance with all applicable environmental laws prior to the effective date of the policy period; (2) Removed prior to the effective date of the policy period;or (3) Scheduled to this policy by Endorsement. I. Upgrades,improvements or installations Any costs, charges or expenses for upgrade, improvement of, or installation of any control to, any property or processes on, at, within or under an insured site even if such upgrade, improvement or installation is required by environmental laws. m. 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. n. Workers'Compensation and Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. o. 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 IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 23 of 44 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 III—LIMITS OF INSURANCE;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; (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 11. Extended Reporting Period. A claim received by the insured during the policy period and reported to us within 30 days after the end of the policy period will be considered to have been reported within the policy period. c. If a claim is first made against an insured and reported to us during the policy period, additional claims arising from the same, related or continuous professional incident that are made against an insured and reported to us during the policy period or during the policy period of a subsequent policy issued by us to you providing coverage substantially the same as that provided by COVERAGE PART IV for claims first made against the insured and reported to us during the policy period,than all such claims shall be: (1) Deemed to be one claim; (2) Deemed to have been first made and reported during this policy period on the date the first of such claims was first made and reported;and (3) Subject to the Each Incident Limit applicable to COVERAGE PART IV stated in the Declarations. Coverage under this policy for such claims shall not apply, however, unless at the times such subsequent claims are first made and reported, you have maintained with us coverage substantially the same as this coverage on a continuous, uninterrupted basis since the first such claim was made against an insured. 2. Exclusions This insurance does not apply to 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. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 24 of 44 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 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 Arising from disputes over the insured's fees or charges or claims for the return of fees or charges. i. Employer's Liability 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)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. j. Failure to Maintain 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. Insured versus Insured Brought by or on behalf of one insured against any other insured. o. Internal Expense IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 25 of 44 For costs,charges or expenses incurred by the insured for materials supplied or services performed by the insured. p. 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. q. Owned Facilities 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. r. Personal and Advertising Injury Arising out of personal and advertising injury. s. Previously Reported Claim 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. t. Prior Professional Incident 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. u. Your Product Based upon or arising out of your product. v. 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. w. 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. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 26 of 44 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 or environmental damage that occurred before you acquired or formed the organization; c. Coverage under this policy does not apply to personal and advertising injury arising out of an offense 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: 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)above;or (c) 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 or environmental damage 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. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 27 of 44 e. Any person or organization 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 arising out of 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; (c) 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, 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. 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 out of their financial control of you. SECTION III—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;or f. Benefits included in your employee benefit program. 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; IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 28 of 44 (2) Damages under COVERAGE PART II; (3) Medical expense under COVERAGE PART II; (4) Damages, clean-up costs, emergency response expense and legal and claims expense payments under COVERAGE PART III;and (5) 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 III 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. 4. Subject to Paragraph 2. or 3. 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.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.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. above, the Each Occurrence Limit - Contractors Pollution Liability: 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. 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. 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.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. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 29 of 44 11. Subject to Paragraph 2.above,the Each Incident Limit—COVERAGE PART III: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 III — Coverage A: Bodily Injury and Property Damage; b. Clean-up costs, emergency response expense and legal and claims expense payments under COVERAGE PART III —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 III —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. 12. Subject to Paragraph 2. above, the Each Incident Limit—COVERAGE PART IV: Professional Liability is the most we will pay under COVERAGE PART IV for damages and legal and claims expense payments arising out of the same, related or continuous professional incident. 13. 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 because of bodily injury, property damage or environmental damage 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 because of bodily injury, property damage or environmental damage as a result of one occurrence regardless of the number of persons or organizations who sustain damages because of that occurrence. 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 16. Multiple Coverage Sections, if the same or related 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. 14. 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. 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. b. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium;or (2) 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 Insured's last mailing address known to us. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 30 of 44 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 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 internal 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, 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, 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, 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 (2) Notify us as soon as practicable. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 31 of 44 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.above. e. 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.above. f. No insured will, except at that insured's own cost,voluntarily make a payment, assume any obligation,or incur any expense,other than for first aid and emergency response expense,without our consent. g. 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. h. 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. 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. 10. 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. 11. Extended Reporting Period This condition applies only as respects COVERAGE PART III - 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 IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 32 of 44 (2) We renew or replace this policy with COVERAGE PART III-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). 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 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. d. The Extended Reporting Period Endorsement will also amend SECTION IV — CONDITIONS, Condition 17. 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. 12. 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. 13. 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. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 33 of 44 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. 14. 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. 15. 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. 16. Multiple Coverage Sections No claim or suit, or part thereof, for which we have accepted coverage or coverage has been held to apply under one or more Coverages in this policy shall be covered under any other Coverages in this policy. 17. 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: 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: IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 34 of 44 (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;or (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. (b) 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. (c) 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; (b) 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. 18. 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. 19. 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. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 35 of 44 20. 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: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or suit is brought. 21. Service of Suit Subject to SECTION IV—CONDITIONS,Condition S.Choice of Forum, it is agreed that in the event of failure of us to pay any amount claimed to be due hereunder, we, at the request of the insured,will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. It is further agreed that service of process in such suit may be made upon us and that in any suit instituted against us upon this contract,we will abide by the final decision of such court or of any appellate court in the event of any appeal. Further, pursuant to any statute of any state,territory,or district of the United States which makes provision therefore, we hereby designate the Superintendent, Commissioner, Director of Insurance, or other officer specified for that purpose in the statute,or his or her successor or successors in office as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the insured or any beneficiary hereunder arising out of this contract of insurance, and hereby designates the above named counsel as the person to whom the said officer is authorized to mail such process or a true copy thereof. 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 ninety (90) 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. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 36 of 44 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. 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. Claim means a demand, notice or assertion of a legal right alleging liability or responsibility on the part of the insured. 6. 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, abate, contain, treat, neutralize, 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;or c. To the extent incurred by the government or any political subdivision within Definition 8.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. 7. Conveyance means any auto, railcar, rolling stock,train,watercraft or aircraft. Conveyance does not include pipelines. 8. 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. 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. 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. above or in a settlement we agree to;or IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 37 of 44 d. All other parts of the world if the injury or damage arises out of your product, a pollution incident caused by your work, 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. 9. Emergency response expense means reasonable and necessary costs, charges and expenses including legal and claims expense payments incurred to investigate, remove, dispose of, abate, contain, treat, neutralize, monitor or test soil, surface water,groundwater or other contaminated media. 10. 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. 11. 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 12. Environmental damage means physical damage to land, conveyances, structures on land or water, the atmosphere, any watercourse or body of water including surface water or groundwater, giving rise to clean-up costs or emergency response expense. 13. Environmental laws means any federal, state, provincial, municipal or other 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. 14. 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. 15. Executive officer means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 16. Extended reporting period means the claims reporting provision described in SECTION IV—CONDITIONS,Condition 11. Extended Reporting Period. 17. Hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. 18. 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. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 38 of 44 19. 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 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; e. An elevator maintenance agreement; 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. 20. Insured site means a location listed on the Insured Site Schedule Endorsement, if any,attached to this policy. 21. 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. 22. 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. 23. 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. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 39 of 44 24. 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. 25. 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. 26. 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. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration,lighting and well servicing equipment;or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following 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. 27. Mold matter means mold, mildew and fungi,whether or not such mold matter is living. 28. Natural resource damage means 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. 29. Non-owned site: a. Means any location which: (1) Was not at anytime owned or occupied by any insured;and (2) Which is not specifically scheduled as an insured site. b. Does not include: IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 40 of 44 (1) Any location which is not licensed by the appropriate federal, state or local authority to perform 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. 30. 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. 31. Occurrence means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 32. Personal and advertising injury means injury, including consequential bodily injury, arising out of one or more of the following offenses: a. False arrest,detention or imprisonment; b. Malicious prosecution; 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, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your advertisement; g. Infringing upon another's copyright,trade dress or slogan in your advertisement. 33. 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. 34. 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 includes electromagnetic fields, mold matter and legionella pneumophila. 35. Pollution incident means: a. The discharge, dispersal, release, escape, migration, or seepage of pollutants on, in, into, or upon land, conveyances, structures on land or water, the atmosphere, any watercourse or body of water including surface water or groundwater;or b. 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. 36. 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: (1) Products that are still in your physical possession; or (2) 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(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 41 of 44 (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. (c) 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. 37. Professional incident means any act, error or omission in the providing or failure to provide professional services by or on behalf of the insured. 38. 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. 39. 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. 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. 40. 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. 41. Restoration costs means reasonable and necessary costs incurred by the insured with our prior written consent, to repair, restore or replace damaged real or personal property damaged during work performed in the course of incurring clean-up costs in order to restore the property to the condition it was in prior to being damaged during such work. Restoration costs shall not exceed the lesser of actual cash value of such real or personal property or the cost of repairing, restoring or replacing the damaged property with other property of like kind and quality. An adjustment for depreciation and physical condition shall be made 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 such betterments of the damaged property entail the use of materials which are environmentally preferable to those materials which comprised the damaged property. Such environmentally preferable material must be certified as such by an applicable independent certifying body, where such certification is available, or, in the absence of such certification, based on our judgment in our sole discretion. 42. 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. 43. 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. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 42 of 44 44. Time-Element pollution incident means a pollution incident demonstrable as having first 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. 45. Transportation means the movement of goods, product, merchandise, supplies or waste in a conveyance by the insured or a third party carrier from the time of movement from the point of origin until delivery to the final destination. Transportation includes the movement of goods, products, merchandise, supplies or waste into, onto or from a conveyance. 46. Underground storage tank means any tank, including any piping and appurtenances connected to the tank, located on or under an owned or occupied location or an insured site that has at least ten (10) percent 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. 47. 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. 48. Waste means all waste and includes materials to be recycled, reconditioned or reclaimed. 49. 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. 50. 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. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 43 of 44 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. Ironshore Specialty Insurance Company by: Secretary President IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices, Inc.with its permission. Page 44 of 44 COMMERCIAL AUTO AC 85 01 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGEINDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 13 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 4 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 21 AMENDED FELLOW EMPLOYEE EXCLUSION 6 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 15 BODILY INJURY REDEFINED 25 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 3 EXTRA EXPENSE - BROADENED COVERAGE 11 GLASS REPAIR-WAIVER OF DEDUCTIBLE 17 HIRED AUTO COVERAGE TERRITORY 23 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 7 LOAN / LEASE GAP (Coverage Not Available In New York) 16 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 2 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 18 PERSONAL EFFECTS COVERAGE 12 PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 9 PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM 14 PRIMARY AND NON-CONTRIBUTORY - WRITTEN CONTRACT OR WRITTEN AGREEMENT 24 RENTAL REIMBURSEMENT 10 SUPPLEMENTARY PAYMENTS 5 TOWING AND LABOR 8 TRAILERS - INCREASED LOAD CAPACITY 1 TWO OR MORE DEDUCTIBLES 19 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 20 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 22 SECTION I -COVERED AUTOS is amended as follows: 1. TRAILERS-INCREASED LOAD CAPACITY The following replaces Paragraph C.1. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I -COVERED AUTOS: "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 1 of 7 SECTION II -LIABILITY COVERAGE is amended as follows: 2. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II - LIABILITY COVERAGE, Paragraph A.I. - Who Is An Insured is amended to include the following as an "insured": d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 3. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, Paragraph A.I. Who Is An Insured is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 4. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 24, this policy is excess over any other collectible insurance. 5. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 2 of 7 6. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added: SECTION II - LIABILITY, Exclusion B.5. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of "loss". This coverage is excess over any other collectible insurance. SECTION III -PHYSICAL DAMAGE COVERAGE is amended as follows: 7. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee's" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 8. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 3 of 7 9. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500. 10. RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lessor vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "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 under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 12.13. 11. EXTRA EXPENSE -BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 12. PERSONAL EFFECTS COVERAGE A. SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V -DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties. 13. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III -PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 4 of 7 14. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. 15. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is: (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. 16. LOAN / LEASE GAP COVERAGE (Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss"; b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a "Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto"; g. Security deposits not refunded by a lessor; h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; I. Any amount representing taxes; j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss". © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 5 of 7 C. SECTION V -DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a 'loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 17. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 18. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The 'loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any 'loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 19. TWO OR MORE DEDUCTIBLES Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 6 of 7 21. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is replaced in its entirety by the follow- ing: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a) How, when and where the "accident" or "loss" took place; (b) The "insureds" name and address; and (c) The names and addresses of any injured persons and witnesses. 22. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. 23. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph B.7. Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured's" responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. 24. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V -DEFINITIONS is amended as follows: 25. BODILY INJURY REDEFINED Under SECTION V -DEFINITIONS, Definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 7 of 7 This page has been left blank intentionally.