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2021/05/01 NV5, Inc. (9)ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies 3280 Peachtree Road NE, Suite #250 Atlanta GA 30305 (404) 460-3600 NV5, Inc. 15092 Avenue of Science, Suite 200 San Diego CA 92128 Science Berkley Insurance Company 32603 The Continental Insurance Company 35289 National Fire Insurance Co of Hartford 20478 Transportation Insurance Company 20494 X X X Contractual Liab X Cross Liab Incl 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 X 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X X $0 20,000,000 20,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 Prof/Poll Liab Bus Per Prop Leased/Rented Equip Ea. Claim/Agg. $10M/$20M Limit $18,219,515 Limit $100,000 B 7014842659 5/1/2021 5/1/2022 A 7014856125 5/1/2021 5/1/2022 D AEC-9044114-05 5/1/2021 5/1/2022 A 7014856125 5/1/2021 5/1/2022 A 7014900785 5/1/2021 5/1/2022 A 7014841883 5/1/2021 5/1/2022 B 7014842824(AOS)5/1/2021 5/1/2022 C 7014842810(CA)5/1/2021 5/1/2022 5/1/2022 1491108 Y N Y N N N N 1/26/2022 N N 18203639 18203639 XXXXXXX City of Menifee 29844 Haun Road Menifee CA 92586 RE: CIP 21-04 Bailey Park Blvd Project. City of Menifee, its officers, agents and employees are included as additional insureds on a Primary and Non-contributory basis if required by written contract with respect to General Liability and Automobile Liability per the terms and conditions of the policy. A 30-day notice of cancellation is included if required by written contract per the terms and conditions of the policy. X X X X Deductible: None See Attachments DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I.WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A.in the performance of your ongoing operations subject to such written contract; or B.in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard, and only if: 1.the written contract requires you to provide the additional insured such coverage; and 2.this coverage part provides such coverage. II.But if the written contract requires: A.additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10-01 edition of CG2037; or B.additional insured coverage with "arising out of" language; or C.additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A.coverage broader than required by the written contract; or B.a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1.the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2.supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: Primary and Noncontributory Insurance CNA75079XX (10-16)Policy No: 7014856125 Page 1 of 2 Effective Date:05/01/2021 Insured Name: NV5 Global, Inc Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Attachment Code: D587565 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1.primary and non-contributing with other insurance available to the additional insured; or 2.primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1.give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2.send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3.make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self-insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A.is currently in effect or becomes effective during the term of this policy; and B.was executed prior to: 1.the bodily injury or property damage; or 2.the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (10-16)Policy No: 7014856125 Page 2 of 2 Effective Date: 05/01/2021 Insured Name: NV5 Global, Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Attachment Code: D587565 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 Policy No: 7014856125 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To The Insurer is amended by the addition of the following: Solely with respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured’s ongoing operations or your work done under a contract with that person or organization and included in the products-completed operations hazard. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. Attachment Code: D587566 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 NOTICE OF CANCELLATION TO CERTIFICATEHOLDERS It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA68021XX (02-2013) Endorsement Effective Date: 05/01/2021 Policy No: 7014856125, 7014842659,7014841883 © Copyright CNA All Rights Reserved. Attachment Code: D587568 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 CNA CNA71526XX (Ed. 10/12) ADDITIONAL INSURED ENDORSEMENT - CONTRACTUAL OBLIGATION It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Person Or Organization AS REQUIRED BY CONTRACT ____________________________________________________________________________________ 1. Paragraph A.1. Who Is An Insured of Section II - LIABILITY COVERAGE is amended to include as an additional insured the person or organization scheduled above, but only if you are required by "written contract" to make that person or organization an additional insured under this policy. 2. The insurance provided to the additional insured is limited as follows: a. The person or organization is an additional insured only with respect to "bodily injury" or "property damage" arising out of a covered "auto" and caused by your negligent acts or omissions or the negligent acts or omissions of someone, other than the additional insured, for whom you are legally liable. b. The person or organization is not an additional insured for the person or organization's own acts or omissions, nor those of anyone, other than you, for whom the person or organization is legally liable. c. We will not provide the additional insured any broader coverage or any higher limit of liability than the least that is: (1) Required by the "written contract"; or (2) Afforded to you under this policy. 3. Condition 2. Duties In the Event of Accident, Claim, Suit or Loss of Section IV - BUSINESS AUTO CONDITIONS is amended to add the following conditions applicable to the additional insured: An additional insured under this endorsement will as soon as practicable: a. Give us written notice of an "accident" which may result in a claim or "suit" under this insurance, and of any claim or "suit" that does result; b. Agree to make available any other insurance the additional insured has for a loss we cover under this policy; c. Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or "suit"; and d. Tender the defense and indemnity of any claim or "suit" to any other insurer or self insurer whose policy or program applies to a loss we cover under this policy. But if the "written contract" requires this insurance to be primary and non-contributory, this provision d. does not apply to insurance on which the additional insured is a Named Insured. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a "suit." Attachment Code: D587561 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 4. Only for the purpose of the insurance provided by this endorsement, SECTION V - DEFINITIONS is amended to add the following definition: "Written contract" means a written contract or written agreement that requires you to make a person or organization an additional insured under this policy, provided the contract or agreement: 1. Is currently in effect or becomes effective during the term of this policy; and 2. Was executed prior to the accident for which the additional insured seeks coverage under this policy. All other terms and conditions of the Policy remain unchanged. Policy No: 7014842659 Effective Date: 5/1/2021 Insured Name: NV5, Inc. CNA71526XX (Ed. 10/12) Attachment Code: D587561 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 CNA71527XX (Ed. 10/12) ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Persons Or Organizations AS REQUIRED BY CONTRACT 1.In conformance with paragraph A.1.c. of Who Is An Insured of Section II - LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2.The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy. All other terms and conditions of the Policy remain unchanged. CNA71527XX (10/12)Policy No: 701842659 Page 1 of 1 Endorsement No: Effective Date: 05/01/2021 Insured Name: NV5 GLOBAL,INC. Copyright CNA All Rights Reserved. Attachment Code: D587560 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 POLICY NUMBER: 7014842659 COMMERCIAL AUTO CA 04 44 03 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: NV5 Global, Inc Endorsement Effective Date: 05/01/2021 SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE SUCH RIGHT OF RECOVERY IN A WRITTEN CONTRACT OR AGREEMENT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Oth- ers To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "ac- cident" or the "loss" under a contract with that person or organization. CA 04 44 03 10 © Insurance Services Office, Inc., 2009 Page 1 of 1 00000 Attachment Code: D587563 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 NOTICE OF CANCELLATION TO CERTIFICATEHOLDERS It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CC68021A (02-2013)Policy No: 7014842824; 7014842810 Endorsement Effective Date: 05/01/21 © CNA All Rights Reserved. Attachment Code: D587579 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 CNA POLICY NO: 7014842824 WORKERS COMPENSATION WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC00 03 13 (04-1984) Endorsement Effective Date: 5/1/2021 Policy: 7014842824 Attachment Code: D587581 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 CNA WORKERS COMPENSATION TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. [ ] Specific Waiver [X] Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: Waiver of Subrogation Operations Premium: The premium charge for this endorsement shall be premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 1. Advance Premium: Waiver of Subrogation Advance Premium All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No:WC.:42 03 04 B (06-2014) Endorsement Effective Date:05/01/2021 Policy No. 7014842824 Attachment Code: D587581 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 CNA UTAH WAIVER OF SUBROGATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Our waiver of rights does not release your employees' rights against third parties and does not release our authority as trustee of claims against third parties. Schedule Any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement All other terms and conditions of the policy remain unchanged. :his endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 43 03 05 (07-2000) Endorsement Effective Date: 05/01/2021 Policy No. 7014842824 Attachment Code: D587581 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 Policy No. 7014842810 Policy No. 7014842810 05/01/2021 Attachment Code: D587584 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 Berkley Insurance Company Page 1 of 1 Whenever printed in this Endorsement, the boldface type terms shall have the same meanings as indicated in the Policy Form. All other provisions of the Policy remain unchanged. Insured NV5 Global, Inc. Policy Number AEC-9044114-05 Effective Date of This Endorsement 05/01/2021 Authorized Representative 12 - BDP0713130 (07-13)26963-9020368-41058 Policy Form: BDP0417001 (04-17) Attachment Code: D587571 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 Berkley Insurance Company Page 1 of 1 Change Endorsement Other Insurance In consideration of the premium paid for this Policy, it is understood and agreed that Section VII. Conditions, I. Other Insurance is deleted and replaced with the following: I.Other Insurance If there is other collectible insurance, including but not limited to other professional liability insurance or project specific insurance, that applies to a Claim covered by this Policy, the other insurance shall be primary and this Policy shall be excess over the other insurance, unless the other insurance is written specifically excess of this Policy. This Policy will then apply to the amount of the Claim that exceeds the available limits of liability and any deductibles or retention amounts of the other insurance, as well as the Deductible under this Policy. If such other insurance has a duty to defend a Claim or assumes the defense of a Claim, this Policy shall not be obligated to defend that Claim. Solely as respects Insuring Agreement B — Contractor's Pollution Liability, when required in a signed, written agreement executed prior to the report date of a Claim, this policy shall be primary to other collectible insurance that applies to those Claims resulting from the performance of your Contractor Services. Any other collectible insurance that applies to a Claim covered by Insuring Agreement B shall be excess and non-contributory. Whenever printed in this Endorsement, the boldface type terms shall have the same meanings as indicated in the Policy Form. All other provisions of the Policy remain unchanged. Insured NV5 Global, Inc. Policy Number AEC-9044114-05 Effective Date of This Endorsement 05/01/2021 Authorized Representative 10 - BDP0713106 (07-13)26882-9036395-87455 Policy Form: BDP0417001 (04-17) Attachment Code: D587573 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 Berkley Insurance Company Architects, Engineers & Consultants Professional Liability Contractor's Pollution Liability Cyber Liability Media and Personal Injury Liability NOTICE: THIS IS A CLAIMS MADE AND REPORTED IN WRITING POLICY. SUBJECT TO ITS PROVISIONS, COVERAGE APPLIES ONLY TO CLAIMS THAT ARE FIRST MADE AGAINST THE INSURED DURING A POLICY YEAR AND FIRST REPORTED TO US IN WRITING WITHIN THAT SAME POLICY YEAR, OR WITHIN ONE HUNDRED AND TWENTY (120) DAYS AFTER THE END OF SUCH POLICY YEAR, UNLESS AN OPTIONAL EXTENDED REPORTING PERIOD APPLIES. THIS POLICY CONTAINS PROVISIONS THAT LIMIT THE AMOUNT OF CLAIM EXPENSES THE COMPANY IS RESPONSIBLE TO PAY IN CONNECTION WITH CLAIMS. THE PAYMENT OF CLAIM EXPENSES WILL REDUCE THE LIMITS OF LIABILITY STATED IN ITEM 3 OF THE DECLARATIONS. PLEASE READ THE POLICY CAREFULLY. The words "we," "us" and "our" mean the Insurance Company listed in the Declarations Page of this Policy. The words "you" and "your" mean any person or entity described in the definition of Insured. Words in bold print have special meanings defined in Section VI. Definitions. In consideration of the payment of the Policy premium stated in Item 5 of the Declarations, and subject to all the terms, and in reliance upon the statements made in the application, which either is attached to this Policy or shall be deemed attached to this Policy by this provision, we agree with you as follows: I. Insuring Agreements We will pay up to the Limits of Liability and subject to the Deductible stated in the Declarations all sums that the Insured becomes legally obligated to pay as Damages and Claim Expenses resulting from a Claim first made against the Insured during the Policy Year and first reported to us in writing during the same Policy Year, or within 120 days after the end of such Policy Year, provided that: A.Architects and Engineers Professional Liability 1.The Claim arises out of a Wrongful Act in, or Pollution Incident from, the performance of your Professional Services; 2.The Wrongful Act or Pollution Incident took place on or after the Retroactive Date stated in the Declarations and before the end of the same Policy Year the Claim was first made; and 3.Prior to the Knowledge Date stated in the Declarations, none of the Principal Insureds knew or could have reasonably expected that any subject Professional Services might give rise to a Claim. B.Contractor's Pollution Liability 1 The Claim arises out of a Pollution Incident from the performance of your Contractor Services; 2.The Contractor Services took place on or after the Retroactive Date stated in the Declarations and before the end of the same Policy Year the Claim was first made; and 3.Prior to the Knowledge Date stated in the Declarations, none of the Principal Insureds knew or could have reasonably expected that any subject Contractor Services might give rise to a Claim. C.Cyber Liability 1.The Claim arises out of a Wrongful Act in the performance of your Professional Services and that: a.is specifically related to Information Technology Services; or b.results in the failure of Information Technology Products to perform the function or serve the purpose intended; or c.results in a Cyber Security Breach; and BDP0417001 Page 1 of 9 Attachment Code: D589795 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 BERKLEY INSURANCE COMPANY 2.The Wrongful Act was committed on or after the Retroactive Date stated in the Declarations and before the end of the same Policy Year the Claim was first made; and 3.Prior to the Knowledge Date stated in the Declarations, none of the Principal Insureds knew or could have reasonably expected that any subject Professional Services might give rise to a Claim. D. Media and Personal Injury Liability 1.The Claim arises out of a Wrongful Act in the performance of your Professional Services, Media Activities or Information Technology Services that result in: a.infringement of copyright, piracy, plagiarism or misappropriation or unauthorized use of the intellectual property of others that is obtained by you under Contract; b.infringement of trade dress, domain name, title or slogan, or the dilution or infringement of trademark or servicemark; c.negligence regarding the Content of any Media Communication including harm caused through any reliance or failure to rely upon such Content; d.misappropriation of trade secret; e.defamation, libel, slander, product disparagement, trade libel, or other tort related to disparagement or harm to the reputation or character of any person or organization; but not including slander of title or any other Claim related to real or other tangible personal property; f.invasion or interference with the right to privacy or of publicity; g.misappropriation of any name or likeness for commercial advantage; h.false arrest, detention or imprisonment or malicious prosecution; or i.invasion of or interference with any right to private occupancy, including trespass, wrongful entry, eviction or eavesdropping; 2.The Wrongful Act was committed on or after the Retroactive Date stated in the Declarations and before the end of the same Policy Year the Claim was first made; and 3.Prior to the Knowledge Date stated in the Declarations of this Policy, none of the Principal Insureds knew or could have reasonably expected that any subject Professional Services might give rise to a Claim. II. Territory A.The coverage afforded by this Policy applies worldwide. B.We shall not be required to provide any coverage, pay any Claim or provide any other benefit hereunder to the extent that provision of such coverage, payment of such Claim or provision of such other benefit would be in violation of any trade or economic sanctions, laws or regulations of the United States including, but not limited to, those administered by the U.S. Treasury Office of Foreign Assets Control, or of any other jurisdiction with which we are legally obligated to comply. Ill. Additional Coverages All payments made under this section are not subject to the Deductible and are in addition to the Limits of Liability shown in the Declarations. All other Policy Terms and Conditions shall be applicable to these Additional Coverages. A.Free Claim Prevention Assistance If during the Policy Year, you report a Circumstance in accordance with Conditions A., until a Claim related to that Circumstance is made, we will pay all costs or expenses that we incur, or that you incur, with our prior written consent, for purposes of investigating, mitigating or avoiding a Claim. B.Disciplinary, Regulatory or Administrative Expense Reimbursement We shall reimburse you, upon written request, for reasonable legal fees and expenses you incur in responding to any: 1.Disciplinary Proceeding, both commenced against you and reported to us during the Policy Year, by a regulatory or disciplinary official, board or agency, to investigate charges of professional misconduct in the performance of Professional Services, or 2.Regulatory or Administrative Action, including, but not limited to, one concerning the Americans with Disabilities Act of 1990, The Federal Fair Housing Act or the Occupational Safety and Health Act, both commenced against you and reported to us during the Policy Year, provided that the action arises out of a Wrongful Act, in the performance of Professional Services, committed or alleged to have been committed by you on or after the Retroactive Date(s) stated in Item 6 of the Declarations. 3.Regulatory or Administrative actions brought against you by a government agency under the Dodd- Frank Wall Street Reform and Consumer Protection Act of 2010, both commenced against you and reported to us during the Policy Year, provided that the regulatory or administrative actions: a.arise out of the performance of Professional Services, committed or alleged to have been committed by you on or after the Retroactive Date(s) stated in Item 6 of the Declarations, and b.do not arise out of services performed as a Municipal Advisor as defined in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. BDP0417001 Page 2 of 9 Attachment Code: D589795 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 BERKLEY INSURANCE COMPANY The maximum we will pay pursuant to this Additional Coverage provision is $50,000 for all such actions commenced against you and reported to us during the Policy Year. We will not pay any other amounts under this provision for such actions, including but not limited to Damages, fines, taxes and penalties. C.Defendants' Reimbursements Upon your written request, we will reimburse you up to $400 a day for all Insureds combined, subject to a maximum of $15,000 per Claim, for your actual loss of earnings for your attendance, at our written request, at a trial, hearing, deposition, Mediation or arbitration involving a Claim. D.Fee Dispute Mitigation Reimbursements If you attempt to recover a Withheld Fee from a client and: 1.as a result of such collection attempts, the client first makes a Claim during the Policy Period against you for an amount greater than the Withheld Fee, and 2.you provide us with written confirmation from your client, acceptable to us, that they will withdraw their Claim against you, in exchange for your not pursuing your Withheld Fee, then we will pay 50% of your Withheld Fee, up to a maximum policy aggregate amount of $25,000. You must provide such written confirmation from your client prior to our payment of your Withheld Fee. E.Peer Review Reimbursement Upon your written request during the Policy Period, we will reimburse half the cost of a peer review, conducted by a qualified national professional society such as the American Institute of Architects, the American Council of Engineering Companies or a pre-approved Provider designated by us, subject to a maximum of $5,000 per Policy Period for all such programs. F.Cyber Security Breach Response Reimbursement Upon your written notification to us during the Policy Period of a Cyber Security Breach, we will engage a qualified firm on your behalf to: 1.investigate the breach; 2.notify any parties affected by the breach; 3.perform credit monitoring service for your clients' individual personal data or your clients' corporate data lost because of the breach; and 4.restore or recreate, if possible, any of your clients lost Content caused by the breach. The maximum we will pay pursuant to this Additional Coverage provision is $50,000 per Policy Period. G.Crisis Management/Public Relations Event Upon your written request, we shall reimburse you for reasonable costs you incur during the Policy Year for consultation with a public relations firm to respond to or avert negative publicity, or a potential threat to your reputation, arising from a Crisis Management/Public Relations event. A Crisis Management/Public Relations event means the death or departure of a Principal Insured, the arrest or threatened arrest of a Principal Insured arising from your Wrongful Acts, a publication or broadcast identifying an Insured and asserting or suggesting criminal conduct of an Insured, or any other event we agree may have a material adverse effect on the reputation of an Insured. The maximum we will pay pursuant to this Additional Coverage provision is $30,000 per Policy Period. IV. Exclusions Applicable to All Insuring Agreements This Policy does not apply to and we shall not be liable for Damages or Claim Expenses resulting from any Claim or Circumstance that is for, based upon or arising out of: A.your dishonest, criminal, malicious or fraudulent act or omission; however, this Exclusion shall not apply to our duty to defend any Claim unless or until a final adjudication adverse to you establishes that you committed such dishonest, criminal, malicious or fraudulent, act or omission. This exclusion shall not apply to any Insured that did not commit, participate in, or have knowledge of any dishonest, fraudulent, criminal or malicious act or omission. B.or brought by or on behalf of or with the assistance of, or actual or potential liability to: 1.any Insured; or 2.any person or entity (or its subrogees or assignees): a.that wholly or partly owns, operates, manages or controls any Insured; b.that any Insured operates, manages, or controls; or c.in which any Insured has an ownership interest of greater than 49%. C.liability assumed under any Contract. This exclusion does not apply to: 1.any liability that you would have in the absence of that Contract, or 2.your contractually assumed obligation to reimburse any person or entity for their reasonable costs of defense pursuant to an indemnity or hold harmless provision in your Contract for Professional Services, as long as such obligation is limited in the Contract to the portion of such costs equal to the percentage of your liability as ultimately determined after adjudication in a court of competent jurisdiction to be caused by your Wrongful Act or Pollution Incident using principles of comparative fault. This exception to exclusion C shall not apply to any obligation to provide a defense prior to the ultimate determination of fault. BDP0417001 Page 3 of 9 Attachment Code: D589795 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 BERKLEY INSURANCE COMPANY D.actual construction performed by any Insured, its agent, or subcontractor, including, but not limited to, performing construction, erection, fabrication, installation, assembly, manufacture, demolition, dismantling, drilling, excavation, dredging, remediation, or supplying any materials, parts, or equipment, except for supplying furnishings as a part of interior design services. This exclusion does not apply to drilling, excavation or other sampling or testing procedures necessary to perform your Professional Services. Furthermore, this exclusion does not apply to Insuring Agreement B, Contractor's Pollution Liability. E.your ownership, rental, lease, maintenance, operation, use, repair, voluntary or involuntary sale, transfer, exchange, gift, abandonment or condemnation of, or Bodily Injury or Property Damage caused by, any real or tangible personal property including without limitation, automobiles, aircraft, Drone, watercraft and other kinds of conveyances. This exclusion does not apply to your Professional Services that incorporate information obtained from the use of a Drone. F.the design or manufacture of any goods or products for multiple sale or mass distribution that are sold or supplied by you or by others under license from you. G.the actual, alleged, or threatened exposure to nuclear source material, nuclear by-product materials, nuclear waste activities, nuclear incident, or extraordinary nuclear occurrence, as defined in the Atomic Energy Act of 1954 or as amended. H.any pension, healthcare, welfare, profit sharing, mutual or investment plans, funds, trusts and other type of employee benefit; any employment obligations, decisions, practices or policies as an employer, including but not limited to, any Claim under workers compensation, unemployment compensation, employee benefits, or disability benefits; or any violation of the Employee Retirement Income Security Act of 1974 or the Patient Protection and Affordable Care Act of 2010 or any amendment to these Acts or any similar local, state, federal or foreign equivalent law or regulation. I.actual or alleged discrimination, humiliation, harassment or misconduct, including but not limited to any conduct based on an individual's race, religion, color, gender, sexual preference or orientation, national origin, age, disability or marital status. This exclusion does not apply to an otherwise covered Claim brought under Title II of the Americans with Disabilities Act or the Fair Housing Act, or any similar state or local law or ordinance. V. Exclusions — Applicable to Insuring Agreements C & D Only In addition to the Exclusions Applicable to All Insuring Agreements (Section IV), Insuring Agreements C and D also do not apply to and we shall not be liable for Damages or Claim Expenses resulting from any Claim or Circumstance that is for, based upon or arising out of: A.Bodily Injury or Property Damage. B.inaccurate, inadequate or incomplete description of the price of goods, products or services; cost guarantees, cost representations or Contract price estimates of probable costs or cost estimates actually or allegedly being exceeded; the failure of goods, products or services to conform with any represented quality or performance contained in any Advertising; or any actual or alleged gambling, contest, lottery, promotional game or other game of chance. C.any actual or alleged obligation to make licensing fee or royalty payments, including but not limited to the amount or timeliness of such payments. D.any costs or expenses incurred or to be incurred for: 1.the reprinting, recall, removal or disposal of any Media Material, including any media or products containing such Media Material; or 2.the withdrawal, recall, inspection, repair, replacement, reproduction, removal or disposal of: a.Information Technology Products, including any products or other property of others that incorporate Information Technology Products; c.work product resulting from or incorporating the result of Information Technology Products; or d.any products or other property on which Information Technology Services are performed; provided that this exclusion shall not apply to Claims for the resulting loss of use for the Media Material or Information Technology Products, or loss of use of the work product resulting from such Information Technology Services. E.any spike in, surge of, decrease in, disruption of, fluctuation in or failure of any infrastructure service or utility provided by a third party, including but limited to power, water, gas, communications or connectivity; or fire, flood, earthquake, volcanic eruption, explosion, lightning, wind, hail, tidal wave, landslide, act of God or other physical or force majeure event. F.any actual or alleged antitrust violation, restraint of trade, unfair competition, violation of the Sherman Antitrust Act, the Clayton Act, the Robinson-Patman Act, as amended or any similar law or legislation or any state, province or other jurisdiction, false, deceptive or unfair trade practices, violation of consumer protection laws or false, deceptive or misleading Advertising. G.any action brought by or on behalf of the Federal Trade Commission, the Federal Communications Commission or any similar government entity, in such entity's regulatory or official capacity. H.any actual or alleged infringement or copyright or misappropriations of trade secret arising out of or related to Information Technology Products or Information Technology Services. BDP0417001 Page 4 of 9 Attachment Code: D589795 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 BERKLEY INSURANCE COMPANY I.the existence, emission or discharge of any electromagnetic field, electromagnetic radiation or electromagnetism that actually or allegedly affects the health, safety or condition of any person or the environment, or that affects the value, marketability, or condition of use of any property. J.the delay in delivery or performance, or failure to deliver or perform, at or within an agreed upon period of time. K.invasion of or interference with any right to private occupancy or privacy, including without limitation, trespassing or eavesdropping, arising from the use of a Drone. VI. Definitions A.Advertising means material that promotes your products, services or business. B.Bodily Injury means physical injury, disease, sickness or death of any person, including any mental anguish, mental injury, emotional distress, pain and suffering or shock resulting therefrom. C.Circumstance means an event that reasonably would be expected to result in a Claim being made. D.Claim means any notification received by you demanding compensatory money Damages or compensatory, corrective or remedial services. Two or more Claims for or arising out of the same or related Wrongful Act(s) shall be considered a single Claim for all purposes under this Policy. E.Claim Expenses mean: 1.Reasonable and necessary fees charged by an attorney(s) designated by us, or designated by you with our prior written consent, to defend a Claim; and 2.All other fees, costs and charges, resulting from the investigation, adjustment, defense and appeal of a Claim, if incurred by us, or by you with our prior written consent, including premiums on appeal bonds, provided that we shall not be obligated to apply for or furnish such appeal bonds. Our determination of Claim Expenses shall be conclusive. Claim Expenses do not include your or our salary charges, wages or expenses of partners, principals, officers, directors, members or employees. F.Clean-Up Costs means costs, charges and expenses incurred in the investigation, removal or neutralization of a Pollution Incident, provided that such Pollution Incident arises out of the performance of Professional Services by you or on your behalf. G.Content means data, digital code, images, drawings, scents, sounds, tastes, texts or textures. H.Contract means any agreement, whether express or implied, in fact or in law, written or oral, including without limitation, hold harmless or indemnity clauses, warranties, guarantees, certifications or penalty clauses. I.Contractor Services means drilling, excavation, or other sampling or testing procedures or construction, remediation or operational activities performed by you, your agent, or your subcontractor, necessary to perform your Professional Services. J.Cyber Security Breach means your computer network security activities that result in: 1.the failure to prevent the introduction or transmission of a computer virus or any other malicious code, but only if such computer virus or malicious code affects the data, software, firmware, systems or networks of your clients; 2.the failure to provide your clients with access to your website, or your computer or communications network, when your clients have authorized use of your website, or your computer or communications network; 3.failure to prevent unauthorized access to, or use of, data, software, firmware, systems or networks containing private or confidential information of your client; 4.the destruction, deletion or corruption of your client's electronic data; or 5.failure to prevent the theft, unauthorized or illegal disclosure or loss of your client's information listed below: a.an individual, natural person's private Content, or b.commercial confidential information that resides in or on your hardware devices or data systems. K.Damages means compensatory monetary amounts for a covered Claim that you become legally liable including judgments (inclusive of any pre-or post-judgment interest), awards, or settlements agreed with our prior approval. Damages include fines, sanctions, taxes, penalties, punitive or exemplary damages and the multiple portion of any multiplied damage award unless any are uninsurable pursuant to applicable law. For purposes of Insuring Agreement B, Damages include Emergency Expense and Clean-Up Costs. Damages do not include any return, withdrawal or reduction of professional fees, profits or other charges. L.Drone means an Unmanned Aircraft System as defined by the Federal Aviation Administration. M.Emergency Expense means reasonable and necessary expense, incurred by you, on an emergency basis, within five days of a Pollution Incident, to contain, control, mitigate or rectify such Pollution Incident resulting from your Contractor Services that is an imminent and substantial endangerment to public health, safety or welfare, or the environment, where the absence of such emergency action being undertaken without delay, further harm to third parties or the environment is imminent. N.Information Technology Products means a computer or telecommunication hardware or software product or other electronic product that is created, developed or manufactured by you for others including software updates, service packs and other maintenance releases for such products. 0.Information Technology Services means: BDP0417001 Page 5 of 9 Attachment Code: D589795 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 BERKLEY INSURANCE COMPANY 1.consulting on, design of, development of, analysis of, integration of, interface of, modification of and programming of software, hardware, networks, telecommunication systems and electronic or digital devices performed by you for your clients; 2.installation of, training in the use of, support of, servicing of, maintenance of, repair of your Information Technology Products; 3.marketing of, selling of, licensing of and distribution of your Information Technology Products; 4.storage of, warehousing of, mining of and processing of data by you for your clients; 5.managing, operating, administering and hosting your Information Technology Products for your clients; or 6.activities performed on your website(s); but shall not mean Information Technology Products. P.Insured means the following: 1.The Named Insured designated in Item 1 of the Declarations, or by Endorsement to this Policy; 2.Any Named Insured with respect to your participation in a legal entity, including a joint venture, but solely for your legal liability for the performance of Professional Services by that legal entity. Insured does not include the legal entity or any other entity that is part of the legal entity; 3.Any person who is, was, or hereafter becomes a partner, principal, officer, director, member, or employee of the Named Insured, but only for Professional Services performed in such capacity on behalf of the Named Insured; 4.A retired partner, principal, officer, director, member or employee of the Named Insured, while acting within the scope of their duties as a consultant for the Named Insured; 5.Any temporary or leased personnel, but only for Professional Services performed while acting under the direct supervision of and on behalf of the Named Insured; 6.Your estate, heirs, executors, administrators, and legal representatives, in the event of your death, disability, incapacity, insolvency, or bankruptcy, but only to the extent you would have otherwise been provided coverage under this Policy; 7.Your lawful spouse or legally recognized domestic partner solely by reason of their legal status, or their ownership interest in property or assets that are sought as recovery. This shall not apply to the extent a Claim alleges any Wrongful Act by such spouse or legally recognized domestic partner; 8.With respect to Insuring Agreement B — Contractor's Pollution Liability, any person or organization that you are required in a written agreement, executed prior to the Claim, to include as an Insured under this Policy but solely to the extent that such person's or organization's liability arises out of your performance of Contractors Services; 9.Your newly formed or acquired entities, other than a partnership, joint venture or limited liability company, in which you maintain majority interest, provided there is no other similar insurance available to that entity; however: a.Coverage is only afforded for ninety (90) days after you form or acquire the entity or the end of the Policy Year, whichever is earlier; and b.Coverage does not apply to Professional Services provided prior to the date the firm was formed or acquired. Q.Knowledge Date means effective date of the first Architects, Engineers & Consultants Policy issued by us to you and continuously renewed and maintained in effect to the inception of this Policy Period. R.Media Activities means Media Communications and/or the gathering, collection or recording of Media Material for inclusion in any Media Communication in the ordinary course of your business. S.Media Communications means the display, broadcast, dissemination, distribution or release of Media Material to the public by you. T.Media Material means information in the form of words, sounds, numbers, images or graphics in electronic, print or broadcast form, including Advertising, but does not mean computer software or Content. U.Mediation means a non-binding process in which a neutral panel or individual assists the parties in reaching their own settlement. V.Policy Period means the period specified in Item 2 of the Declarations or any shorter period that may occur as a result of a cancellation or termination of this Policy. W.Policy Year means each consecutive twelve (12) months beginning on the effective date of the Policy Period shown in the Declarations. However, if a Policy Year within a Policy Period is modified by Endorsement, then any period fewer than twelve (12) months will be deemed a separate Policy Year. X.Pollutants means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, and waste. Waste includes materials to be recycled, reconditioned or reclaimed. Pollutants does not mean heat, smoke, vapor, soot or fumes from a hostile fire or explosion. Y.Pollution Incident means the actual or alleged discharge, dispersal, seepage, migration, release or escape of Pollutants into or upon land, the atmosphere or any watercourse or body of water, that results in Bodily Injury or Property Damage. It does not include the transportation, shipment, delivery, storage or disposal of Pollutants, contaminants, waste, products or materials. Z.Principal Insureds means your directors, officers, principals, partners or insurance managers. BDP0417001 Page 6 of 9 Attachment Code: D589795 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 BERKLEY INSURANCE COMPANY AA.Professional Services means those services that you or others on your behalf perform for others in your practice as an architect, engineer, land surveyor, interior designer, landscape architect, construction manager, scientist, environmental or technical consultant or as otherwise defined by endorsement to this Policy. Professional Services do not include those services provided in the capacity of a Municipal Advisor, as defined in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, including without limitation financial advice specific to the procurement of any financing or monies for payment of any project. BB.Property Damage means physical injury to or destruction of tangible property or loss of use thereof. CC.Withheld Fee means any contractually due fee that your client refuses to pay you for more than 6 months. DD.Wrongful Act means any actual or alleged act, error or omission by you or by any entity or person for whom you are legally liable. Related Wrongful Act(s) are those that arise out of, are based on, logically or causally relate to or are in consequence of the same or related Professional Services or Contractor Services. VII. Conditions A.Reporting of Circumstances That May Give Rise to a Claim If, during the Policy Year, you become aware of a Circumstance, and, during the same Policy Year, provide us with written notice of the Circumstance, containing: 1.When and how you first became aware of the Circumstance; 2.The reasons for anticipating such a Claim; 3.The nature and dates of the alleged Circumstance; 4.Any alleged injuries or Damages sustained; and 5.The names of potential claimants, if available, then any Claim subsequently made shall be deemed to have been made and reported on the date we received the written report of the Circumstance. However, this section shall not apply to Section III. F. Cyber Security Breach Response Reimbursement. B.Reporting a Claim In the event of a Claim, you shall: 1.Promptly report the Claim to us in writing at the address stated in the Declarations; 2.Provide sufficient information to identify the claimant; 3.Immediately forward to us every demand, notice, summons or other process including institution of alternative dispute resolution proceedings received; and 4.Provide reasonably attainable information with respect to the time, place and Circumstances of the Claim and the names and addresses of available witnesses. C.Defense, Cooperation and Settlement 1.We have the right and duty to defend any Claim made against you to which this insurance applies. We will pay Claim Expenses when we have such a duty. When a Claim made against you is a civil proceeding, defense counsel may be designated by us, or, at our option, designated by you with our prior written consent and subject to our guidelines. All Insureds shall cooperate with us or our designee in the defense or investigation of a Circumstance or Claim, including but not limited to assisting us in the conduct of suits or other proceedings, settlement negotiations, and the enforcement of any right of contribution or indemnity against another who may be liable to you. You shall attend hearings, depositions and trials and assist in securing evidence and obtaining the attendance of witnesses. 2.You shall not, except at your own cost, make any payment, admit any liability, settle any Claim, assume any obligation or incur any expense without our prior written consent. 3.You shall obtain our written consent before exercising any right, assuming any obligation, or making any agreement, with respect to any dispute resolution mechanism or process, including but not limited to rejecting or demanding arbitration. 4.We shall not settle any Claim without your written consent. If, however, consent to settlement recommended by us is withheld, and you elect to continue to contest the Claim, then our liability for Damages shall not exceed the amount for which the Claim could have been settled. We shall only be liable for 50% of Claim Expenses in excess of the Deductible incurred after the date the consent was withheld. You shall be liable for the remaining 50% of Claim Expenses in excess of the Deductible incurred after that date. D.When a Claim is First Made A Claim shall be considered to have been first made at the earliest time that you are aware of it. Two or more Claims for or arising out of the same or related Wrongful Act(s) shall be considered first made within the Policy Year in which the earliest of such Claims were first made, or deemed to be made pursuant to CONDITIONS A of this Policy. E.Limits of Liability 1. The Limits of Liability shown in Item 3 of the Declarations and described below, are the most we will pay regardless of the number of Insureds, Claims, individuals or entities making Claims. BDP0417001 Page 7 of 9 Attachment Code: D589795 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 BERKLEY INSURANCE COMPANY 2.The each Claim limit shown in Item 3A of the Declarations is the most we will pay for the sum of all Damages and Claim Expenses arising out of any single Claim. Two or more Claims considered a single Claim shall collectively be subject to the each Claim limit of liability shown in Item 3A of the Declarations. 3.The each Claim limit is the most we will pay for the sum of all Damages and Claim Expenses arising out of any single Claim regardless of how many Insuring Agreements may apply to such Claim. 4.The Policy Year Aggregate limit shown in Item 3B of the Declarations is the most we will pay for the sum of all Damages and Claim Expenses for all Claims made and reported during each Policy Year. 5.The payment of Damages and Claim Expenses will reduce the each Claim limit. F.Deductible You must pay the Deductible for Claim Expenses and Damages covered by this Policy before we are obligated to make any payment under the each Claim limit. The Deductible must be paid from your own account, and payments by other parties or insurers on your behalf shall not satisfy the Deductible. We have the right to determine the reasonableness of Claim Expenses that qualify to satisfy the Deductible. The Deductible for each Claim is set forth in Item 4A of the Declarations. The Policy Year Aggregate Deductible shown in Item 4B of the Declarations is the most the Named Insured must pay as a Deductible for the sum of all Claims made and reported during each Policy Year. G.Deductible Credits 1.Mediation Credit: Your Deductible obligation may be reduced by 50%, subject to a maximum reduction of $15,000 if you agree with our decision to use Mediation and the Claim is fully and finally resolved by such Mediation. 2.Risk Management Credit: Your Deductible obligation may be reduced by 50%, subject to a maximum reduction of $25,000 if prior to the report date of a Claim, there is a signed, written and enforceable agreement for the Professional Services involved in the Claim, and it includes a clause limiting your liability to $250,000 or less. 3.First Claim Deductible Credit: If the first Claim you ever report to us is made against you: a.Greater than 24 months after the Knowledge Date shown on the Policy Declarations, then your Deductible obligation for that Claim may be reduced by 25%, subject to a maximum reduction of $40,000; or b.Greater than 36 months after the Knowledge Date shown on the Policy Declarations, then your Deductible obligation for that Claim may be reduced by 50%, subject to a maximum reduction of $40,000. If more than one Deductible Credit applies, your Deductible obligation will be reduced by 50%, subject to a maximum reduction of $50,000. H.Notice of Cancellation and Nonrenewal This Policy may be canceled by the Named Insured identified in the Declarations, by surrender of the Policy to us or our authorized representative or by giving us written notice stating when, thereafter, such cancellation shall be effective. We will not cancel this Policy except for nonpayment of premium, fraud or material misrepresentation in procuring this insurance or in relation to any Claim, or changes in law affecting this Policy. If we cancel this Policy, we will mail or deliver to the first Named Insured, on behalf of all Insureds, written notice of cancellation. We will provide you at least ten (10) days-notice before the effective date of cancellation if we cancel for nonpayment of premium. If we cancel for any other reason, we will provide at least sixty (60) days-notice before the effective date of cancellation. If this Policy is canceled, we will send the first Named Insured any premium refund due. The refund will be pro rata. The cancellation will be effective even if we have not made or offered a refund. We will give you written notice sixty (60) days prior to the expiration of this Policy if we do not intend to renew this insurance subject to any state requirements. The notice will include our reason for nonrenewal. Proof of mailing will be sufficient proof of notice. I.Other Insurance If there is other collectible insurance, including but not limited to other professional liability insurance or project specific insurance, that applies to a Claim covered by this Policy, the other insurance shall be primary and this Policy shall be excess over the other insurance, unless the other insurance is written specifically excess of this Policy. This Policy will then apply to the amount of the Claim that exceeds the available limits of liability and any deductibles or retention amounts of the other insurance, as well as the Deductible under this Policy. If such other insurance has a duty to defend a Claim or assumes the defense of a Claim, this Policy shall not be obligated to defend that Claim. J.Subrogation In the event of any payment under this Policy, we shall be subrogated to all of your rights of recovery against any person or organization. You must do everything reasonably necessary to secure such rights and must do nothing after a Claim is made to jeopardize them. We hereby waive our subrogation rights against a client of yours to the extent that you had, prior to a Claim or Circumstance, entered into a written agreement to waive such rights. Any recovery shall first be paid to us up to the extent of any Damages or Claim Expenses paid by us and the balance shall be paid to you. K.First Named Insured as Sole Agent The first Named Insured in Item 1 of the Declarations will be the sole agent and will act on behalf of all Insureds for the payment or return of premium, receipt and acceptance of any endorsements, notices or provisions of this Policy, giving or receiving notice of cancellation or nonrenewal, the payment of any Deductibles, and to exercise the rights provided in Section Q Extended Reporting Period Option. L.Alteration and Assignment BDP0417001 Page 8 of 9 Attachment Code: D589795 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00 BERKLEY INSURANCE COMPANY No change in, modification of, or assignment of interest under this Policy shall be effective except when made by written Endorsement or signed by our authorized representative. M.Change in Controlling Interest If, during the Policy Period: 1.a Named Insured merges into or consolidates with another entity such that the Named Insured is not the surviving entity; 2.another person or entity acquires the Named Insured; 0.another person or entity acquires a controlling interest in the Named Insured; or 1.there is a divestiture or sale of more than fifty percent of a Named Insured's assets and/or liabilities; then the coverage under this Policy will continue for the Named Insured, but only for Wrongful Acts that happen before the date of such event described above. This will apply unless you notify us within thirty (30) days of such event and we issue an endorsement stating otherwise. N.Bankruptcy or Insolvency You or your estate's bankruptcy or insolvency will not relieve us of our obligations under this Policy. 0.Legal Action Against Us No individual or entity has a right under this Policy to join us as a party to any action seeking Damages from you. No action may be brought against us unless you have fully complied with all the terms of this Policy. P.Liberalization If we file with the appropriate regulator, general revisions to the terms and conditions of the Policy form to provide more coverage without an additional premium charge, then your policy will automatically provide this additional coverage as of the date the filed revision is effective in the state shown in the mailing address of the Declarations. Q.Extended Reporting Period At expiration or termination of your policy, you have an automatic one hundred and twenty (120) day period to report all Claims first made against you during the PolicyYear. Policy termination includes cancellation, non-renewal, expiration, or reduction in coverage. You may elect one Optional Extended Reporting Period subject to the following provisions: 1.You must elect an Optional Extended Reporting Period in writing within thirty (30) days of the termination of this Policy and pay the additional premium at that time. Upon electing this option, the premium is fully earned by us and the Optional Extended Reporting Period cannot be cancelled. You are not eligible for this option if you have obtained other insurance to cover the Claims that would otherwise be covered by an Optional Extended Reporting Period. 2.Coverage afforded under an Optional Extended Reporting Period will apply to Claims resulting from a Wrongful Act committed on or after the Retroactive Date stated in the Declarations and before the expiration or termination of the Policy, provided the Claim is made against you and reported to us in writing during the Optional Extended Reporting Period. 3.The aggregate limit applicable to an Optional Extended Reporting Period shall be the remaining aggregate limit of the terminated Policy. 4.The additional premium for an Optional Extended Reporting Period will be 100% of the expiring annual premium for a one (1) year period, 150% of the expiring annual premium for a two (2) year period and 185% of the expiring annual premium for a three (3) year period. 5.An Endorsement will be issued showing the term of the Optional Extended Reporting Period and the amount of premium. In witness whereof, the Insurance Company has caused this Policy to be executed and attested by signatures of its President and Secretary. President Secretary BDP0417001 Page 9 of 9 Attachment Code: D589795 Master ID: 1491108, Certificate ID: 18203639 DocuSign Envelope ID: 484297B0-2D29-4A95-BC10-5706B0ED7A00