2024-11-01 COI GL AL WC PL.pdf

ACORD® CERTIFICATE OF LIABILITY INSURANCE 11 /1/2024 I DATE (MM/DD/YYYY)

~ 6/29/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED

REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER Lockton Companies, LLC CONTACT

NAME:

3280 Peachtree Road NE, Suite #1000 wgN:o Extl: I FAX IA/C Nol:

Atlanta GA 30305 E-MAIL

(404) 460-3600 ADDRESS:

INSURERISI AFFORDING COVERAGE NAIC#

INSURER A: Navigators Specialty Insurance Company 36056 INSURED Leonard Rice Consulting Water Engineers, LLC INSURER B : Hartford Accident and Indemnitv Comoanv 22357 1530966 DBA LRE Water INSURER c : Hartford Insurance Co of the Southeast 38261

1221 Auraria Parkway INSURERD :

Denver CO 80204

INSURERE :

INSURER F :

COVERAGES CERTIFICATE NUMBER: 20718717 REVISION NUMBER: xxxxxxx THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADDL SUBR ,:~lil%~1 ,:~~J%~1 LTR TYPE OF INSURANCE IN<>n wvn POLICY NUMBER LIMITS i COMMERCIAL GENERAL LIABILITY y y EACH OCCURRENCE $ 1000000

□ CLAIMS-MADE [i] OCCUR

DAMAGE TO RENTED

A GA23NP4Z0FK1 VIC 11/1 /2023 11/1/2024 PREMISES /Ea occurrence I $ 300.000 f-- MED EXP (Any one person) $ 25 000

PERSONAL & ADV INJURY

f-- $ 1 000.000

GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2 000 000 fl □ PRO- DLoc PRODUCTS • COMP/OP AGG $ 2 000.000 POLICY JECT

OTHER: $

AUTOMOBILE LIABILITY y y &~~:~~~tflNGLE LIMIT $ 1 000.000 B f-- 22 UEN AF8557 11/1 /2023 11/1/2024 i ANY AUTO BODILY INJURY (Per person) $ xxxxxxx

OWNED

SCHEDULED

AUTOS ONLY AUTOS

BODILY INJURY (Per accident) $ xxxxxxx f--

HIRED

NON-OWNED PROPERTY DAMAGE

AUTOS ONLY AUTOS ONLY /Per accident\ $ xxxxxxx f-- - $ xxxxxxx

UMBRELLA LIAB M OCCUR N N EACH OCCURRENCE $ 10 000.000

A f-- GA23NP4Z0FK1 VIC 11/1/2023 11/1/2024 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10.000.000

DED I I RETENTION$ $ xxxxxxx WORKERS COMPENSATION y I PER I I OTH-X STATUTE ER

C AND EMPLOYERS" LIABILITY Y/N 22WBAW0G6T 11/1/2023 11/1/2024 ANY PROPRIETOR/PARTNER/EXECUTIVE Cm E.L. EACH ACCIDENT $ 1000000

OFFICER/MEMBER EXCLUDED? N/A

(Mandatory in NH) E.L. DISEASE · EA EMPLOYEE $ 1 000.000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE· POLICY LIMIT $ 1000000 Professional Liability & y N Liab $1 M Ea Occ/$2M Agg

A Pollution Liability GA23NP4Z0FK1 VIC 11/1/2023 11/1/2024 $1 M Ea Occ/$2M Agg

DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: All work performed for or on behalf of the State of Arizona/ ADOT.

The State of Arizona/ADOT is included as an additional insured as respects to General Liability, Auto Liability, and Professional Liability as per written contract, subject to terms, conditions and exclusions of policies. The above referenced liability policies are primary & non-contributory where required by written contract. Waiver of Subrogation in favor of Additional Insured where required by written contract & allowed by law. Professional & Pollution Liability coverages are included in Excess Liability Schedule of Underlying Insurance.

CERTIFICATE HOLDER

20718717 State of Arizona / ADOT 206 S. 17th Ave Phoenix AZ 85007

ACORD 25 (2016/03)

CANCELLATION See Attachment

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN

ACCORDANCE WITH THE POLICY PROVISIONS.

"""°"''° "'M"il .,,-,...--,<-~----+,,._ _________ __, © 1988-20 . All rights reserved.

The ACORD name and logo are registered marks of ACORD

G0171 Highlight

G0171 Accepted

Attachment Code: D622004 Master ID: 1530966, Certificate ID: 20718717

Named Insured Addendum

Spheros Environmental Group Topco, LLC

Spheros Environmental Group Holdings Inc.

Spheros Environmental Group Parent Inc.

Sonoma Technology, Inc.

STI Topco, LLC

Leonard Rice Consulting Water Engineers, LLC DBA LRE Water

Leonard Rice Consulting Water Engineers, LLC dba LRE Water dba Leonard Rice Engineers, Inc.

dba Resource Engineering

NextSource Water Solutions, LLC

LRE Water, LLC

G0171 Highlight

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ENDORSEMENT NO.: 6-P

Form No: NENV 10000 (07/16)

Effective 12:01 AM Std Time: August 23, 2024 Issued to: Spheros Environmental Group Topco, LLC Policy Number: GA23NP4Z0FK1VIC Company: Navigators Specialty Insurance Company

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION ENDORSEMENT

It is hereby agreed as follows:

SECTION II. WHO IS AN INSURED is amended to include as an additional insured those entities shown in the Schedule below in this endorsement, but only with respect to liability for bodily injury, property damage, or environmental damage caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:

1. in the performance of:

a. with respect to Coverage 1. General Liability, your work or your ongoing operations;

b. with respect to Coverage 2. Pollution Liability, your work or transportation activities for the additional insured; or

2. in connection with your premises owned by or rented to you.

Nothing in this endorsement shall serve, or be construed, to increase any of our limits of liability under this policy.

No coverage is afforded under this policy for any injury, damage, event or other loss arising out of a scheduled additional insured’s own liability, sole negligence, or willful or deliberate misconduct.

SCHEDULE OF DESIGNATED ADDITIONAL INSURED(S)

ARIZONA DEPARTMENT OF TRANSPORATION

ADOT

1801 W JEFFERSON

PO BOX 2100

PHOENIX, AZ 85001-2100

All other terms, conditions, and exclusions shall remain the same.

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Effective 12:01 AM Std Time: May 21, 2024 Issued to: Spheros Environmental Group Topco, LLC

Policy Number: GA23NP4Z0FK1VIC Company: Navigators Specialty Insurance Company

ENDORSEMENT NO.:3-P

Form No: NENV 10062 (07/16)

WAIVER OF SUBROGATION FOR DESIGNATED PERSON(S) OR ORGANIZATION(S) ENDORSEMENT

It is hereby agreed that Condition 33. Subrogation applies to the designated person(s) or organization(s) scheduled below.

SCHEDULE OF DESIGNATED PERSON(S) OR ORGANIZATION(S)

Ontario International Airport Authority Arizona Department of Transportation, Procurement Group

All other terms, conditions, and exclusions shall remain the same.

NAV NP3 + Cyber (07/16)

14. Reckless Disregard your reckless disregard for the security of personally identifying information or personally sensitive information in your care, custody or control.

SECTION II. WHO IS AN INSURED

In addition to the named insured(s) listed in Item 1. of the Declarations, or any named insured(s) added to this policy by endorsement, where applicable and to the extent outlined herein, the following person(s), entity(ies), or organization(s) are an insured under this policy:

1. If you are designated in the Declarations as:

a. an individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner.

b. a partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business.

c. a limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers.

d. an organization other than a partnership, joint venture or limited liability company, you are an insured.

Your executive officers and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders; or

e. a trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees.

Any reference throughout this policy to a spouse(s) includes a person(s) who is/are a party to a civil union as defined by any applicable state or federal law.

2. Each of the following is also an insured:

a. Your volunteer workers but only while performing duties related to the conduct of your business, or your employees, other than either your executive officers (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these employees or volunteer workers are insureds for:

(1) bodily injury or personal and advertising injury:

(a) to you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company);

(b) for which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraphs (1)(a) immediately above; or

(c) arising out of the providing or failing to provide professional health care services, except with respect to any incidental health care services provided by a physician, dentist, nurse, emergency medical technician or paramedic employed by you to provide such services, provided you are not engaged in the business of providing such services.

(2) property damage or environmental damage to property:

(a) owned, occupied or used by, or

(b) rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by, you, any of your employees, volunteer workers, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company).

b. any person (other than your employee or volunteer worker), or any organization while acting as your real estate manager.

c. any person or organization having proper temporary custody of your property if you die, but only with respect to liability arising out of the maintenance or use of that property and only until your legal representative has been appointed.

d. your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this policy.

e. any subsidiary, associated, affiliated or allied company or corporation, including subsidiaries thereof, of which you have at least 50% ownership interest as of the inception date.

3. Any person or organization, other than a third party carrier, with whom you agreed in a written contract, written agreement or a permit to include as an insured, but only with respect to bodily injury, property damage, environmental damage, or emergency cleanup costs caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf, arising out of your operations, your work, equipment or premises leased, rented or owned by you, or your products which are distributed or sold in the regular course of a vendor’s business, however:

a. A vendor is not an insured with respect to bodily injury, property damage, environmental damage, emergency cleanup costs, or other injury or damage arising out of:

(1) the assumption of liability by the vendor in a contract or agreement except for any such damages that the vendor would have in the absence of the contract or agreement;

(2) any express warranty unauthorized by you;

(3) any physical or chemical change in the product made intentionally by the vendor;

(4) repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;

(5) any failure to make inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;

(6) any demonstration, installation, servicing or repair operations, except such operations performed at the vendor’s premises in connection with the sale of the product;

(7) products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or

(8) the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:

(a) the exceptions contained in sub-paragraphs (4) or (6) above; or

(b) such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.

b. A manager or lessor of premises, a lessor of leased equipment, or a mortgagee, assignee, or receiver is not an insured with respect to bodily injury, property damage, environmental damage, emergency cleanup costs, or any other injury or damage arising out of:

(1) any occurrence which takes place after the equipment lease expires or you cease to be a tenant;

(2) structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor of premises, or mortgagee, assignee, or receiver; or

(3) the sole negligence of the manager or lessor of premises, lessor of leased equipment, or mortgagee, assignee, or receiver, for its own acts or omissions or those of its employees or anyone else acting on its behalf.

4. Solely with respect to Coverage Part 1.E. Employee Benefits Liability, paragraph 2. above is deleted in its entirety and replaced by the following:

a. Each of the following is also an insured:

(1) each of your employees who is or was authorized to administer your employee benefit program.

(2) any persons, organizations or employees having proper temporary authorization to administer your employee benefit program if you die, but only until your legal representative is appointed.

(3) your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this policy.

5. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However:

a. coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier;

b. you are required to provide written notification to us within 180 days after the date of such acquisition or formation or before the end of the policy period, whichever is earlier;

c. if, in our sole discretion, we determine additional premium is to be charged, such additional premium will be determined by the rates utilized on the inception date of this policy and you are responsible to pay the additional premium when due;

d. coverage under this policy does not apply to bodily injury, property damage, environmental damage, crisis management event or loss that occurred, or any pollution incident that commenced, before you acquired or formed the organization;

e. Coverage Part 1.B. Personal and Advertising Injury does not apply to personal and advertising injury arising out of an offense committed before you acquired or formed the organization;

f. Coverage Part 1.E. Employee Benefits Liability does not apply to any negligent act, error or omission of the insured that took place or was committed before you acquired or formed the organization; and

g. Coverage Part 1.G. Product Recall Expense does not apply to product recall expense arising out of a product recall that occurred before you acquired or formed the organization.

6. Any person or organization that has at least a 50% controlling interest in you but only with respect to bodily injury, property damage, environmental damage, or personal and advertising injury arising solely out of their financial control of you.

No person, organization or entity is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company unless a current or past partnership, joint venture or limited liability company qualifies as an insured in paragraphs 1. through 6. above.

SECTION III. LIMITS OF LIABILITY

1. The Limits of Liability shown in the Declarations and the rules below fix the most we will pay regardless of the number of:

If other valid and collectible insurance is available to the insured for any loss, data re-creation costs, data restoration costs, system restoration costs, business income loss, public relations expense, product recall expenses, network security liability settlement costs, damages, crisis management fees, or other injury or damage we cover under this policy, our obligations are limited as follows:

a. Primary Insurance

This insurance is primary except with respect to the circumstances when paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all other primary insurance by the method described in paragraph c.

below.

However, regardless of whether paragraph b. below applies, in the event that a written contract or agreement or permit requires this insurance to be primary for any person or organization with whom you agreed to insure and such person or organization is an insured under this policy, we will not seek contributions from any such other insurance issued to such person or organization.

b. Excess Insurance

(1) This insurance is excess over:

(a) any of the other insurance, whether primary, excess, contingent or on any other basis:

(i) that is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for your work;

(ii) that is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner;

(iii) that is insurance purchased by you to cover your liability as a tenant for property damage to premises rented to you or temporarily occupied by you with permission of the owner; or

(iv) any insurance available to the insured for damages or loss arising out of the maintenance or use of aircraft, drone, auto or watercraft, but only to the extent such damages or loss are covered by, and not subject to any exclusion in, any coverage part in Coverage 1. General Liability, Coverage 2. Pollution Liability, or Coverage 3. Cyber & Data Compromise Liability.

(b) any other primary insurance available to you covering liability for loss, damages, or crisis management fees arising out of the premises or operations, products and completed operations, your work, transportation activities, waste disposal facility, non-owned location, unscheduled site, or scheduled sites for which you have been added as an additional insured.

(2) With respect to all coverages and coverage parts in this policy, this insurance will apply only in excess of and will not contribute with any insurance:

available to the insured and issued, or applicable to, any territory outside the United States of America including its territories and possessions, Puerto Rico, the U.S. Virgin Islands, and Canada; or

(a)

(b) required by law, regulation or other governmental authority in any country or jurisdiction outside the United States of America including its territories and possessions, Puerto Rico, the U.S. Virgin Islands, and Canada.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Countersigned by Authorized Representative

Form WC 00 03 13 Printed in U.S.A.

Process Date: 11/03/23 Policy Expiration Date: 11/01/24

WAIVER OF OUR RIGHT TO RECOVER

FROM OTHERS ENDORSEMENT

Policy Number: 22 WB AW0G6T Endorsement Number:

Effective Date: 11/01/23 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: Spheros Environmental Group Topco, LLC

1450 N MCDOWELL BLVD STE 200

PETALUMA CA 94954

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 shall not operate directly or indirectly to benefit anyone not named in the Schedule.

SCHEDULE

Any person or organization for whom you are required by contract or agreement to obtain this waiver from us.

Endorsement is not applicable in KY, NH, NJ or for any MO construction risk