COVERAGE PART C PROFESSIONAL LIABILITY THIS COVERAGE PART IS PROVIDED ON A CLAIMS-MADE AND REPORTED BASIS. PLEASE READ THE ENTIRE FORM CAREFULLY.

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1 COVERAGE PART C PROFESSIONAL LIABILITY THIS COVERAGE PART IS PROVIDED ON A CLAIMS-MADE AND REPORTED BASIS. PLEASE READ THE ENTIRE FORM CAREFULLY. SECTION I - INSURING AGREEMENTS EACH OF THE FOLLOWING COVERAGES IS IN EFFECT ONLY IF IT SCHEDULED IN THE DECLARATIONS. EACH COVERAGE THAT IS IN EFFECT IS SUBJECT TO SECTION III - LIMIT OF LIABILITY, DEDUCTIBLE AND/OR SELF-INSURED RETENTION AMOUNT. 1. PROFESSIONAL LIABILITY We will pay on behalf of the insured those sums that the insured becomes legally obligated to pay as loss and legal expense because of a claim first made against the insured and reported to us in writing during the policy period, or any applicable Extended Reporting Period. The claim must arise out of a wrongful act in the performance of or failure to perform professional services by the insured or by any other person or entity for whom the insured is legally liable. The wrongful acts must have been committed on or subsequent to the Retroactive Date specified in the Declarations for this Coverage Part and before the end of the policy period. For purposes of this Coverage Part, all of a group or series of related or connected actual or alleged wrongful acts in the performance of or failure to perform professional services shall be deemed a single actual or alleged wrongful act in the performance of or failure to perform professional services and shall be deemed to have been committed when the earliest of these wrongful acts was committed. We will have the right and the duty to defend the insured against any claim for loss covered under this Coverage Part. We will have no duty to defend any insured or pay any loss or legal expense to which this insurance does not apply. SECTION II - EXCLUSIONS The Insurance does not apply to any claim : 1. Bodily Injury and Property Damage based upon or arising out of any actual or alleged bodily injury or property damage : a. that is covered by a Commercial General Liability policy or similar policy whether purchased by the insured or not; or b. sustained by any of your independent contractors/ subcontractors, or any employee, temporary worker or volunteer. This exclusion applies even if the other policy, if purchased, does not apply because of an Other Insurance clause, deductible, self-insured retention, limitation of liability clause, or similar clause. However, this exclusion does not apply to any claim resulting solely from the performance or failure to perform professional services by or at the direction of the insured. 2. Change of Applicable Standards - based upon or arising out of any wrongful act or any other claim for loss, which stems solely from any change of any applicable standard, order or directive that is made after the inception date of the Policy, and that is issued by any government agency or judicial or administrative body. FP Page 1 of 9

2 3. Contractual Liability based upon or arising from your assumption, under any contract or agreement, of the liability of another. This exclusion does not apply to liability the insured would have had in the absence of the contract or agreement. 4. Construction or Demolition based upon or arising out of construction or demolition done by you or on your behalf. 5. Criminal Fines, Penalties and Assessments based upon or arising out of any criminal fine, criminal penalty, or criminal assessment resulting from any performance of or failure to perform Professional Services. 6. Cross Suits based upon or arising out of any wrongful act or any other claim for loss brought by any insured against any other insured that has an ownership interest in, is operated, controlled, or managed by, or is a parent, subsidiary or affiliate of any such insured. This exclusion does not apply to any Additional Insured added to this Coverage Part by endorsement if such Additional Insured is specifically named in the Schedule of such endorsement. Provided such Additional Insured: a. is not a parent, subsidiary or affiliate of the Named Insured; or b. does not have any ownership interest in the Named insured; or c. is not owned, operated, controlled or managed by the Named insured. 7. Electronic Media based upon or arising out of the: a. misdirection of electronic mail or other electronic media, including, but not limited to, an intranet, extranet or internet connection; or b. loss of client information transmitted via electronic media; or c. unintentional introduction of a computer virus, worm or malware to a third party computer, computer system, or network causing harm or damage to a computer, computer system, or network; or d. unintentional access by a third party to a computer, computer system, or network; or e. access by a third party to a computer, computer system, or network, without authorization or exceeding authorization; or f. electronic media including but not limited to, possession of an internet website. 8. Faulty Work based upon or arising out of the costs to repair or replace faulty workmanship, construction, fabrication, installation, assembly or remediation, if such faulty workmanship, construction, fabrication, installation, assembly or remediation was performed in whole or in part by an insured or on behalf of an insured. This exclusion does not apply to any loss which arises from an actual or alleged wrongful act in the performance of or failure to perform professional services. 9. Fiduciary Liability based upon or arising out of any actual or alleged violation of: a. Securities Act of 1933; b. Securities Exchange Act of 1934; c. State Securities Law; d. Employee Retirement Income Security Act of 1974; FP Page 2 of 9

3 e. any rules or regulations promulgated under a. though d. above and as amended and in effect on the effective date of this Policy, or any other similar federal, state or common law, or any amendments thereof. 10. Hostile Acts based upon or arising out of any actual or alleged consequence, whether direct or indirect, of declared or undeclared war, invasion, act of foreign enemy, hostilities, civil war, rebellion, revolution, insurrection, or military or usurped power, or in defending against any one or more of those. 11. Infringement based upon or arising out of infringement of patent, copyright, trademark, service mark, or trade name, or unfair competition based upon actual or alleged infringement of patent, copyright, trademark, service mark, or trade name. 12. Intentional Acts based upon or arising out of the intentional disregard of, or deliberate, willful, or dishonest non-compliance with, or violation of, any statute, regulation, ordinance, administrative complaint, notice letter, or instruction, by or on behalf of any governmental agency or representative, by any responsible person or anyone acting at the direction of any responsible person. 13. Known Condition(s) based on or arising out of any actual or alleged wrongful act in the performance of or failure to perform professional services, that was known by or reported to any responsible person, but was not expressly reported in writing to us, before: a. the beginning of the policy period (arising out of any professional services, shown in the Declarations at the beginning of the policy period ), or b. we issue an endorsement to add the professional services from which the actual or alleged wrongful act arises, to the Policy (arising out of any professional services, which was not shown in the Declarations at the beginning of the policy period ). Any actual or alleged wrongful act in the performance of or failure to perform professional services, that was both (i) known by or reported to any responsible person and (ii) expressly reported in writing to us, before the applicable time described in (a) or (b), and which is not otherwise excluded from coverage under this Coverage Part by endorsement, will be deemed to have been first discovered on the date the professional services, first became insured by this Policy. 14. 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: a. required to maintain financial protection pursuant to the Atomic Energy Act of 1954; b. entitled to indemnity from the United States of America or any agency thereof; or c. an insured under a nuclear energy liability policy issued by the 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 termination upon exhaustion of limits. 15. Other Enterprises based upon or arising out of any business enterprise owned, operated, or managed by the insured or its parent company or the affiliate, successor, or assignee of such company not named in the Declarations. 16. Prior Claims based upon or arising out of any claim : a. reported under any insurance policy that was both in effect before the beginning of the policy period shown in the Declarations, and FP Page 3 of 9

4 b. reported under any insurance policy that was issued by any entity other than us, and c. disclosed in the application for this Policy. 17. Products Liability - based upon or arising out of any goods or products manufactured, sold, handled, distributed, altered, repaired or designed by the insured or others trading under the insured s name including any container thereof, any failure to warn, or any reliance upon a representation or warranty made at any time with respect thereto. 18. Retroactive Date - based upon or arising out of any actual or alleged wrongful act or series of wrongful acts, including any continuous or related wrongful acts, first committed prior to the Retroactive Date stated in the Declarations. 19. Separately Insured Project based upon or arising out of any professional services or project that is insured under a project-specific insurance policy, owner protective insurance policy, ownercontrolled insurance policy, contractor-controlled insurance policy, wrap-up policy, or similar insurance program, under which an insured is covered. This exclusion does not apply where we schedule specifically such project as an insured project in an endorsement attached to this Coverage Part. 20. Suretyship, Insurance or Bonding based upon or arising out of obtaining, requiring, acquiring, or maintaining any form of surety, insurance or bond, or any failure to do any of those. 21. Warranties/Cost Estimates - based upon or arising out of: a. any express warranty or guarantee. This exclusion does not apply to a warranty or guarantee by the insured that its professional services conform to generally accepted standards. b. cost guarantees, cost representations, or contract price estimates of probable costs or cost estimates being exceeded. SECTION III - LIMIT OF LIABILITY, DEDUCTIBLE AND SELF-INSURED RETENTION 1. The Limits of Liability, Deductible and/or Self-Insured Retention Amount shown in the Declarations subject to the rules below, fix the most the Company will pay regardless of the number of insureds, professional services, claims made, or persons or organizations making a claim. 2. For purposes of this Coverage Part, all of a group or series of related or connected actual or alleged wrongful acts in the performance of or failure to perform professional services shall be deemed a single actual or alleged wrongful act in the performance of or failure to perform professional services. 3. This Policy will pay covered loss or any other coverages afforded under this Policy, Coverage Part, or any endorsement attached hereto only: a. in excess of the applicable Deductible and/or Self-Insured Retention Amount stated in the Declarations, and b. subject to the applicable Limit of Liability stated in the Declarations and the other terms and conditions of this Policy. In the event that more than one Coverage Part applies to the same occurrence, claim or wrongful act, only one Deductible or Self-Insured Retention Amount shall apply. The Deductible or Self- FP Page 4 of 9

5 Insured Retention Amount shall be the highest Deductible or Self-Insured Retention Amount applicable to the covered occurrence, claim or wrongful act. 4. The deductible amount, if any, indicated on the Declarations is your obligation and applies to all loss as a result of the same or related actual or alleged wrongful act in the performance of or failure to perform professional services regardless of the number of persons or organizations who sustain loss because of that wrongful act in the performance of or failure to perform professional services. 5. The Self-Insured Retention Amount, if any, is to be borne by the insured and is not to be insured unless we have expressed our prior consent in writing to the first named insured. 6. If the same or related actual or alleged wrongful act in the performance of or failure to perform professional services, results in coverage under more than one Coverage Part for which a limit is stated in the Declarations, or under any other coverage afforded under this Coverage Part or any endorsements attached hereto, only the single highest Deductible and/or Self-Insured Retention Amount among such applicable coverages shall apply to that actual or alleged wrongful act in the performance of or failure to perform professional services. 7. The Each Occurrence or Loss Limit of Liability, subject to item 8. below, is the most we will pay for the sum of all loss under the Each Occurrence or Loss Limit of Liability stated in the Declarations, or under any other coverages afforded under this Coverage Part or any endorsements attached to this Policy, arising out of any one actual or alleged wrongful act, or out of any one group or series of related or connected actual or alleged wrongful acts, in the performance of or failure to perform professional services. 8. The Policy Aggregate Limit is the total liability for the sum of all loss and any other coverages afforded under this Policy or any endorsements attached thereto, and shall not exceed the Policy Aggregate Limit of Liability as stated in the Declarations. 9. Any loss or any other coverages afforded under this Policy or any endorsements attached hereto, incurred and reported to us, in writing, over more than one policy period, and resulting from the same or related actual or alleged wrongful act in the performance of or failure to perform professional services, shall be considered a single actual or alleged wrongful act in the performance of or failure to perform professional services. 10. The loss, or any other coverages afforded under this Policy or any endorsements attached thereto will be subject to the same Limit of Liability, Deductible and/or Self-Insured Retention Amount in effect at the time the actual or alleged wrongful act in the performance of or failure to perform professional services was first reported to us, in writing, during the policy period, or any applicable Extended Reporting Period. 11. Once the applicable Limit of Liability has been exhausted, we shall not be obligated to defend or continue to defend any claim or pay for any loss or any other coverage afforded under this Policy. SECTION IV - REPORTING, DEFENSE, SETTLEMENT AND COOPERATION 1. As a condition precedent to the coverage hereunder, in the event a claim is made against the insured for loss, written or oral notice containing particulars sufficient to identify the insured and all reasonably obtainable information with respect to the time, place and circumstances thereof, and the names and addresses of the injured and of available witnesses, shall be given by or for the insured to us or any of our authorized agents as soon as practicable or as otherwise required by this Policy. In the event of oral notice, the insured agrees to furnish a written report as soon as FP Page 5 of 9

6 practicable or as otherwise required by this Policy. The insured shall also forward to us every demand, notice, summons, order or other process received by the insured or the insured s representative as soon as practicable or as otherwise required by this Policy. 2. No costs, charges or expenses shall be incurred, nor payments made, obligations assumed or remediation commenced, without our consent which shall not be withheld unreasonably. The provision does not apply to mitigation expense, where delay on the part of the insured would cause injury to persons or damage to property or increase significantly the cost of responding to an alleged wrongful act. The insured shall notify us of all such expenses immediately after the emergency ends. 3. The insured shall not admit liability or settle any claim without our consent. If we recommend a monetary settlement of a claim acceptable to a claimant: a. for an amount within the Deductible or Self-Insured Retention Amount, if any, and the insured refuses such settlement, we shall not be liable for any loss or any other coverages afforded under this Policy or any endorsements attached hereto, in excess of the Deductible and/or Self- Insured Retention Amount; or b. for a total amount in excess of the Deductible or Self-Insured Retention Amount, if any, and within the applicable Limits of Liability and the insured refuses such settlement, our liability for loss or any other coverages afforded under this Coverage Part or any endorsements attached hereto, shall be limited to that portion of the sum of (a) the recommended settlement and (b) the costs, charges and expenses already incurred as of the date of the insured s refusal, which exceeds the Deductible or Self-Insured Retention Amount, if any, and is within the Limit of Liability. SECTION V - TRANSFER OF LEGAL DEFENSE DUTIES 1. If we believe that any of the applicable Limits of Liability stated in the Declarations has been or soon will be exhausted in defending a claim, or that we have paid out or will soon pay out the Policy Aggregate Limit of Liability stated in the Declarations, we will so notify the first named insured in writing as soon as possible. We will advise that our duty to defend claims seeking damages subject to those limits has terminated, subject to payment of the limits, and that we will no longer have any duty to provide for the defense of any claim for which notice is given after the date it sends such notice. 2. Prior to the exhaustion of the Policy Aggregate Limit of Liability stated in the Declarations we will take prompt and appropriate steps to transfer control of any existing defense to the first named insured. The first named insured agrees to reimburse us for any cost which we bear in connection with the transfer of the defense. 3. We will take appropriate steps necessary to defend the claim during the transfer of the defense and avoid any unfavorable legal action provided that the insured cooperates in the transfer of the duties of the defense. 4. Our failure to comply with any of the provisions of Section V - shall in no way obligate us to defend or continue to defend any claim, or to pay any loss or other sum covered under this Policy, after exhaustion of an applicable Limit of Liability. FP Page 6 of 9

7 SECTION VI - EXTENDED REPORTING PERIOD 1. Automatic Extended Reporting Period In the event of cancellation, non-renewal or other form of termination of this insurance before the expiration date shown in the Declarations, the first named insured shall be entitled to a ninety (90) day Automatic Extended Reporting Period for no additional premium. The Automatic Extended Reporting Period shall apply as follows: a. A claim first made against the insured during the policy period and reported to us, in writing, during the ninety (90) days immediately following the effective date of such cancellation, nonrenewal or other form of termination will be deemed to have been made on the last day of the policy period, provided such claim is otherwise covered by this Policy. b. A claim first made against the insured and reported to us in writing during the ninety (90) days immediately following the effective date of such cancellation, non-renewal, or other form of termination will be deemed to have been made on the last day of the policy period, provided such claim arises from a wrongful act that is first discovered and reported to us in writing prior to such termination, and is otherwise covered by this Coverage Part. The Automatic Extended Reporting Period does not apply where: a. The Policy is terminated for fraud or non-payment of premium; or b. The insured has purchased other insurance to replace the insurance provided under this Coverage Part. For the purposes of Section VI 1. Automatic Extended Reporting Period, under this Policy in the event of non-renewal, the expiration date shown in the Declarations shall be deemed the effective date of the termination. 2. Optional Extended Reporting Period The first named insured shall be entitled to purchase an Optional Extended Reporting Period upon cancellation, non-renewal or other form of termination of this insurance subject to the following terms and conditions: The first named insured shall be entitled to purchase an Optional Extended Reporting Period upon payment of an additional premium of not more than 200% of the full Policy Premium. The Optional Extended Reporting Period shall be effective for three (3) calendar years commencing immediately following the effective date of cancellation, non-renewal or other form of termination. The first named insured must elect to purchase this Optional Extended Reporting Period in writing within thirty (30) days from the cancellation, non-renewal or other form of termination of this insurance. The Automatic Extended Reporting Period of ninety (90) days will be merged into this period and is not in addition to this period. The Optional Extended Reporting Period shall only apply to claim(s) first made against the insured during the Optional Extended Reporting Period, but only by reason of a wrongful act in performance of or failure to perform professional services which first commenced on or after the retroactive date, and is otherwise covered by this Policy. The Optional Extended Reporting Period does not apply where: (1) the Policy is terminated for fraud or non-payment of premium; or (2) the insured has purchased other insurance to replace FP Page 7 of 9

8 the insurance provided under this Coverage Part. For the purposes of Section VI Optional Extended Reporting Period under this Coverage Part, in the event of non-renewal, the expiration date shown in the Declarations shall be deemed the effective date of the termination. It is a condition precedent to the operation of the rights granted under Section VI - Item 2., that payment of the appropriate premium shall be made no later than thirty (30) days after expiration, in the case of non-renewal or prior to cancellation, in the case of cancellation. For purposes of Section VI - Item 2., our quotation of different Limits of Liability, Deductibles and/or Self-Insured Retention Amounts, terms or conditions shall not be construed as either a termination of, or a decision not to renew, this Policy or Coverage Part. SECTION VII - COVERAGE TERRITORY This Coverage Part only applies to wrongful acts that are committed in: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; or b. All other parts of the world if the injury or damage arises out of professional services ; Provided the insured s responsibility to pay for loss is determined in a suit on the merits in the United States of America, (including its territories and possessions) and Puerto Rico. SECTION VIII - DEFINITIONS 1. Claim means a written demand, notice or assertion of a legal right seeking a remedy or alleging liability or responsibility on the part of the insured, arising out of an actual or alleged wrongful act in the performance of or failure to perform professional services, and shall include, but is not limited to legal actions, orders, petitions, or governmental or regulatory actions, filed against the insured. 2. Loss means any compensatory amount which you become legally obligated to pay as a result of a covered claim, including judgments, awards and settlements. Loss shall not include: a. civil or criminal fines, penalties, sanctions, whether pursuant to law, statute, regulation or court rule; b. punitive and/or exemplary damages or the multiplied portion of any multiplied damages; c. any matter, sum or award that is uninsurable under the law; d. the cost to comply with an injunctive or other non-monetary or declaratory relief; or e. the return or withdrawal of professional fees. 3. Insured means: a. The first named insured, any additional named insured, and any present or former director, officer, partner, member, employee, leased worker or temporary worker thereof, while acting within the scope of his/her duties as such; and b. insured also includes any joint ventures in which the insured is named as a co-venturer, but solely with regard to the insured s liability arising out of its professional services provided under such joint venture. FP Page 8 of 9

9 James River Insurance Company 4. Responsible person means any officer, director, or partner of the insured ; the manager, foreman, supervisor or any other employee of the insured responsible for environmental or health and safety affairs, control or compliance. FP Page 9 of 9