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Black Sage Environmental Inc; 2021-06-14; PSA21-1488ENV
PSA21-1488ENV City Attorney Approved Version 6/12/181 AGREEMENT FOR HABITAT PROTECTION SERVICES BLACK SAGE ENVIRONMENTAL, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2021, by and between the City of Carlsbad, a municipal corporation, ("City"), and Black Sage Environmental, Inc., a California corporation, ("Contractor"). RECITALS A.City requires the professional services of a consultant that is experienced in habitatprotection services. B.Contractor has the necessary experience in providing professional services andadvice related to habitat protection. C.Contractor has submitted a proposal to City and has affirmed its willingness andability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.SCOPE OF WORKCity retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A and B", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2.STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3.TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for four (4) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4.TIME IS OF THE ESSENCETime is of the essence for each and every provision of this Agreement. 5.COMPENSATIONThe total fee payable for the Services to be performed during the initial Agreement term will be thirty-four thousand and five hundred dollars ($34,500). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty-five thousand dollars ($35,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A and B". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A and B". DocuSign Envelope ID: 39AAF9F5-AA09-451F-A6CD-68B215319186 June 14th PSA21-1488ENV City Attorney Approved Version 6/12/18 2 6. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, DocuSign Envelope ID: 39AAF9F5-AA09-451F-A6CD-68B215319186 PSA21-1488ENV City Attorney Approved Version 6/12/18 3 recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 11.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. DocuSign Envelope ID: 39AAF9F5-AA09-451F-A6CD-68B215319186 PSA21-1488ENV City Attorney Approved Version 6/12/18 4 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. /// /// /// /// DocuSign Envelope ID: 39AAF9F5-AA09-451F-A6CD-68B215319186 PSA21-1488ENV City Attorney Approved Version 6/12/18 5 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Rosanne Humphrey Name Roberto Bejar Title Senior Program Manager Title Vice President/Protection Manager Department Environmental Management Address PO Box 154004 City of Carlsbad San Diego, CA 92195 Address 1635 Faraday Avenue Phone No. 619-666-5561 Carlsbad, CA 92008 Email rbejar@blacksageenvironmental.com Phone No. 760-602-4689 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services, the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory X DocuSign Envelope ID: 39AAF9F5-AA09-451F-A6CD-68B215319186 PSA21-1488ENV City Attorney Approved Version 6/12/18 6 to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right DocuSign Envelope ID: 39AAF9F5-AA09-451F-A6CD-68B215319186 PSA21-1488ENV City Attorney Approved Version 6/12/18 7 or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 39AAF9F5-AA09-451F-A6CD-68B215319186 PSA21-1488ENV City Attorney Approved Version 6/12/18 8 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California BLACK SAGE ENVIRONMENTAL, INC., a California corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Roberto Bejar, Vice President, Secretary (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 39AAF9F5-AA09-451F-A6CD-68B215319186 PSA21-1488ENV City Attorney Approved Version 6/12/18 9 Exhibit “A” SCOPE OF SERVICES The purpose of the following tasks is to protect native habitats and species in the Habitat Management Plan (HMP) preserve system. These tasks will be performed as needed, and as directed by the HMP Division staff. Contractor will provide as needed supplies and materials for habitat management projects. • Protect habitat from vegetation damage and other threats by blocking unauthorized access into the preserve and/or repair existing fencing or other barriers. • Assist with closure of illegal trails by installing signage or fencing, removing bike jumps, placing materials (such as rocks or dead branches on top of trail, etc.). • Place or repair signage to inform the public about the preserve. Examples may include, but are not limited to, boundary signage or interpretive signage. • Remove or paint over graffiti within preserve areas or wildlife movement undercrossings (culverts or bridges) to deter human presence, which could disturb wildlife. This work would be conducted only in areas outside of the responsibility of other city departments or divisions. • Trim or remove vegetation for habitat enhancement purposes within the preserves. Examples include vegetation that may be blocking a wildlife movement corridor, weeds that threaten a sensitive plant population or habitat, dead material in habitat areas that could cause a fire hazard, etc. • Protect habitat or species from erosion or sedimentation within the preserves by blocking or reducing erosion within HMP preserve areas. • Clean up trash or illegally dumped material that constitutes a threat to habitat or species. This work would be conducted only in areas outside of the responsibility of other city departments or divisions. • Enhance degraded habitat by performing planting, seeding, watering or similar activities. • Assist with public volunteer work events, such as helping to supervise, provide tools, provide tool safety briefings, and assisting with the work. Volunteer events could include invasive species removal, planting, or other habitat enhancement work. • Other adaptive management activities, to be determined. DocuSign Envelope ID: 39AAF9F5-AA09-451F-A6CD-68B215319186 1 P.O Box 154004 San Diego, CA 92195 619-876-0745 As Needed Hourly Rates (Valid as of 1/1/21) Labor Services Per hour rate for one crew member to perform as needed skilled labor services to include volunteer management, cutting and/or hand hauling vegetation, plant installation, watering, hand weeding, fence installation/repair, trash pickup and other various tasks as needed. Travel time included in hourly rate. Grand Total: $38 per hour Herbicide Application Services Per hour rate for one crew member to perform as needed herbicide application services. Cost of herbicide/dye/surfactants additional. Travel time included in hourly rate. Grand Total: $45 per hour Environmental Security and Drone Services Per hour rate for one security personnel to perform armed or unarmed environmental security patrols, drone video and picture fights. Travel time included in hourly rate. (B.S.E. Security PPO # 17542) Grand Total: $42 per hour Vehicle Rates 4x4 Truck with 5 foot bed. Grand Total: $65 per day 4x4 Truck with dump bed. Grand Total: $75 per day Herbicide Available www . blacksageinc.co m jallen@blacksageenvironmental.com PSA21-1488ENV Exhibit "B" DocuSign Envelope ID: 39AAF9F5-AA09-451F-A6CD-68B215319186 2 Ranger Pro - Standard rate per ounce for Ranger Pro. $.25 Per Ounce Round Up Custom - Standard rate per ounce for Round Up Custom. $.30 Per Ounce Round Up Pro Max - Standard rate per ounce for Round Up Pro Max. $.55 Per Ounce Garlon 4 Ultra- Standard rate per ounce for Garlon 4 Ultra. $1.20 Per Ounce Fusillade II - Standard rate per ounce for Fusillade II. $3.45 Per Ounce Polaris AC - Standard rate per ounce for Polaris AC. $.95 Per Ounce Capstone - Standard rate per ounce for Capstone. $.50 Per Ounce Organic Herbicide Available Cheetah Pro - Standard rate per ounce for Cheetah Pro. $.75 Per Ounce Dye Available SensiPro Blue - Standard rate per ounce for SensiPro Blue. $2.60 Per Ounce Surfactant Available Target Pro Spreader - Standard rate per ounce for Target Pro Spreader. $.25 Per Ounce Equipment Available Tow Behind Chipper Per day rate for usage of tow behind chipper. Branch diameter up to 10”. Cost of gas included. Travel time included in daily rate. Grand Total: $500 per day ATV Per day rate for usage of 4x4 ATV with or without spray tank or small tow behind ATV trailer. Cost of gas included. Travel time included in daily rate. Grand Total: $40 per day 8x12 Trailer Per day rate for usage of 8x12 trailer for hauling of ATV/Chipper or various branches and debris. Travel time included in daily rate. Grand Total: $40 per day PSA21-1488ENV Exhibit "B" (continued) DocuSign Envelope ID: 39AAF9F5-AA09-451F-A6CD-68B215319186 POLICY #:55564E214AEM ITEM 1.NAMED INSURED:Black Sage Environmental Inc BROKER NAME:Hull & Company - Stockton ADDRESS:P.O. Box 154004 ADDRESS:3247 West March Lane, Suite 110 San Diego, CA 92195 Stockton, CA 95219 ITEM 2.POLICY PERIOD:FROM: January 15, 2021 TO: January 15, 2022 ITEM 3.COVERAGE PART(S): Included Included N/A Included N/A Contractors Mold Liability: ITEM 4.POLICY PREMIUM: $3,649 $913 $0 ITEM 5.ALL COVERAGE PARTS POLICY AGGREGATE:$3,000,000 ITEM 6.FORMS & ENDORSEMENTS: Form #Edition Date SSI-EE-COM-01 (03-16) SSI-EE-COM-02 (03-16) SSI-EE-COM-03 (04-20) SSI-EE-COM-04 (03-16) SSI-EE-COM-05 (03-16) SSI-EE-COM-84 (03-16) SSI-EE-COM-88 (03-16) ENVIRONMENTAL & ENERGY LIABILITY INSURANCE PACKAGE POLICY DECLARATIONS CERTAIN COVERAGE PARTS MAY PROVIDE COVERAGE ON A CLAIMS-MADE BASIS. PLEASE REFER TO THE SPECIFIC COVERAGE PART. NOTICE: THIS INSURANCE CONTRACT IS WITH AN INSURER NOT LICENSED TO TRANSACT INSURANCE IN THE NAMEDINSURED’S STATE OF DOMICILE AND IS ISSUED AND DELIVERED AS A SURPLUS LINES COVERAGE PURSUANT TO THEINSURANCE STATUTES. at 12:01 AM., Standard Time at your mailing address shown above. In return for the payment of the premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. This policy consists of the following Coverage Parts which are specifically listed as Included below: Coverage Part(s): Commercial General Liability: Contractors Pollution Liability: Site Specific Pollution Liability: Environmental and Energy Errors & Omissions Liability: Transportation Pollution Liability: In return for the payment of the premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. Premium shown is payable at inception and may be subject to adjustment. Premium Payable to Insurer: Minimum Earned Premium: Terrorism (If Purchased is 100% Minimum Earned): These Declarations, together with the attached Policy Form, Endorsements and Application(including all information furnished by the Insured(s) in the underwriting of this Policy), shallconstitute the contract between the Insureds and the Insurer (“Policy”). Form(s) and Endorsement(s) made a part of this policy at time of issue: Form Name Common Policy Forms Common Policy Declarations Common Policy Conditions Common Policy Exclusions Exclusion of Certified Acts of Terrorism - outside US Waiver of Subrogation *Additional Insured - Owners, Lessees or Contractors - Blanket*Primary Coverage - Blanket – When req. by written contract DECLARATIONS STARSTONE SPECIALTY INSURANCE COMPANY Harborside 5 185 Hudson Street, Suite 2600 Jersey City, New Jersey 07311 855-275-6041 Broker Fee $180.00Provider Fee $50.00CA SL Tax(3%) $110.97 Stamping Fee(0.25%) $9.25 SSI-EE-COM-App. Reliance (03-16) SSI-EE-NOT-CA (05-16) IL P 001 (01-04) SSI-EE-OCC-CGL-DE (04-16) CG 00 01 04 13 (04-13) CG 00 03 01 96 (01-96) CG 22 33 04 13 (04-13) CG 22 43 04 13 (04-13) CG 21 49 09 99 (09-99) CG 21 86 12 04 (12-04) SSI-EE-CGL-95 (03-16) CG 20 10 (04-13) CG 20 26 04 13 (04-13) CG 20 37 04 13 (04-13) CG 22 64 04 13 (04-13) SSI-EE-OCC-CPL-DE (04-16) SSI-EE-CPL-31 (03-16) SSI-EE-CPL-38 (03-16) SSI-EE-CPL-40 (04-20) SSI-EE-CPL-41 (03-16) SSI-EE-CPL-43 (02-17) SSI-EE-CPL-52 (01-18) SSI-EE-CPL-96 (03-16) SSI-EE-CM-EO-DEC (04-16) SSI-EE-E&O-52 (03-16) SSI-EE-E&O-56 (03-16) SSI-EE-E&O-58 (04-20) SSI-EE-E&O-100 (03-16) ITEM 7. President Secretary 1/8/2021 DATE SSI-EE-COM-01 (03-16) Application Reliance Endorsement CALIFORNIA NOTICE OFAC ADVISORY CGL Forms CGL Occurrence Declarations Commercial General Liability Coverage Form (Occurrence) Deductible Liability Endorsement Exclusion - Testing or Consulting Errors an Omissions Exclusion - Engineers, Architects or Surveyors Professional Liability Total Pollution Exclusion Endorsement Exclusion - Exterior Insulation and Finish Systems (EFIS) *Primary/Non-Contributory Coverage - CGL - Blanket Additional Insured - Owners, Lessees or Contractor (named) Additional Insured - Designated Person or Organization Additional Insured – Owners, Lessees or Contractors –Completed Ops Pesticide or Herbicide Applicator Coverage CPL Forms CPL Occurrence Declarations CPL Coverage Form - Occurrence Sample Disposal Liability Endorsement Mold Coverage Endorsement - (For Occurrence CPL Coverage Part) - CM Non Owned Disposal Site Liability Endorsement (NODS) Scheduled Sites *Additional Insured - Owners, Lessees or Contractors, Incl Comp Ops - Blanket Transportation Pollution Liability Endorsement *Primary/Non-Contributory Coverage - CPL - Blanket E&O Forms E&O Claims-Made Declarations E&O Liability Coverage Part War on Terrorism Exclusion Mold Coverage Endorsment - E&O *Additional Insured - Owners, Lessees or Contractors - E&O - Blanket NOTICE TO THE INSURER: A. Address for Notice of Claim or Potential Claim: Attn: StarStone US Services Claims Office Harborside 5 185 Hudson Street, Suite 2600 Jersey City, New Jersey 07311 Facsimile: 201-743-7701 Tel: (855) 275-6041 Email: claims@starstone.com B. Address for all other Notices: Attn: StarStone US Services Specialty Underwriting Department Harborside 5 185 Hudson Street, Suite 2600 Jersey City, New Jersey 07311 Facsimile: 201-743-7701 Tel: (855) 275-6041 The Insurer hereby causes this Policy to be signed by a duly authorized representative of the Insurer. Harborside 5 185 Hudson Street, Suite 2600 855-275-6041 Jersey City, NJ 07311 www.starstone.com SSI-EE-COM-02 03/16 Includes copyrighted material of Insurance Services Office Inc. with its permission Page 1 of 4 STARSTONE SPECIALTY INSURANCE COMPANY ENVIRONMENTAL & ENERGY LIABILITY INSURANCE COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions.The Conditions herein shall take precedence over any Condition found elsewhere in the policy including any coverage part which has the same heading,or is inconsistent with the Conditions herein,unless by endorsement expressly referencing these Common Policy Conditions. 1.Bankruptcy Bankruptcy or insolvency of the insured o r of the insured's estate will not relieve us of our obligations under this policy. 2.Premium Audit and Agreed Policy Minimum Premium All Coverage parts included in this policy are subject to the following provisions and they replace any provision in any individual coverage part contrary hereto or regarding premium audits. A.We will compute all premiums for this policy in accordance with our rules,rates,rating plans, premiums and minimum premium requirements. B.Premium shown in this policy as premium payable is a deposit premium only.At the close of each period and at our discretion,we may audit and compute the earned premium for that period.Audit premiums are due and payable on notice to the first Named Insured. C.The first Named Insured must keep records of the information we need for premium computation,and send us copies at such times as we may request. D.We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years a f t e r w a r d . E.Premium adjustments affected as a result of premium audits may be done by us while the policy is in effect. F.Premium Audit adjustment calculations may be made to determine additional premium o n l y . You have agreed with us that there will be no downward adjustments of the Policy Period Minimum Premium, subject to H. below. G. Policy Period Minimum Premium means the Minimum Earned Premium at the end of the original Policy Period shown in the Declarations.The Minimum Earned Premium for this policy is 100%of the Premium Payable to the Insurer on the Declarations.The Minimum Earned Premium will never be less than the Premium Payable to the Insurer,subject to H and only in the event the policy is cancelled by either the insured or the insurer prior to the end of the original policy period. H.It is agreed between the parties that policy may be subject to final audit,but under no circumstances will the audited Minimum Earned Premium be less than the Premium Payable to the Insurer shown or less than the pro rata of the Minimum Earned Premium if the policy is cancelled prior to the end of the Policy Period shown in the Declarations. 1.If the insured elects to cancel this Policy or any coverage part contained herein at any time,for any reason,or the Company elects to cancel this Policy because of the Insured’s failure to pay any premium when due, the Company is entitled to the greatest of: a) A Minimum Earned Premium of 1) The Minimum Earned Premium if the policy is cancelled within the policy period Harborside 5 185 Hudson Street, Suite 2600 855-275-6041 Jersey City, NJ 07311 www.starstone.com SSI-EE-COM-02 03/16 Includes copyrighted material of Insurance Services Office Inc. with its permission Page 2 of 4 2) 100%of the Premium Payable to the Insurer shown on the Package Policy Declarations Page if the policy is cancelled after the policy period shown in the declarations. b)The total Premium Payable to the Insurer,including premiums incurred due to the inclusion of endorsements to this policy and any coverage part, adjusted on a pro rata or short-rate basis; or c) The audited earned premium. 2. If the Company elects to cancel this Policy for any reason, then the Company is entitled to the greater of: a). The Policy Period Minimum Premium, adjusted on a pro rata basis; or b). The audited earned premium. 3.Representations By accepting this p o l i c y , you agree: 1.The statements in the Declarations,and in the application for insurance and information submitted therewith, are accurate and complete and incorporated herein; 2.Those statements are based upon representations you made to us; and 3.We have issued this policy in reliance upon your representations. 4.Separation of Insureds Except with respect to the Limits of Insurance,and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance a p p l i e s : 1.As if each Named Insured were the only Named Insured; and 2. Separately to each insured against whom a "claim" is made or a "suit" is brought. 5.Transfer of Rights of Recovery Against Others to Us If the insured has rights to recover all or part of any payment we have made under this policy,those rights are transferred to us.The insured must do nothing after a loss to impair any rights to recover all or any payment made under this policy.At our request,the insured will bring "suit"or transfer those rights to us and help us enforce t h e m . 6.Non-Renewal If we decide to cancel or not to renew this p o l i c y , we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. 7.Cancellation 1.The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2.We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at l e a s t : a.10 days before the effective date of cancellation if we cancel for nonpayment of premium; o r b. 30 days before the effective date of cancellation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named insured’s last mailing address known to u s . 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that da t e . 5.If this policy is cancelled,we will refund premium as outlined below in paragraph 11.Premiums,subject to paragraph 2.Premium Audit and Agreed Policy Minimum Premium.The cancellation will be effective even if we have not made or offered a refund.Any premium refund resulting from cancellation of this policy may be applied to unpaid premiums due to us from prior policies. 6.If notice is mailed, proof of mailing will be sufficient proof of notice. Harborside 5 185 Hudson Street, Suite 2600 855-275-6041 Jersey City, NJ 07311 www.starstone.com SSI-EE-COM-02 03/16 Includes copyrighted material of Insurance Services Office Inc. with its permission Page 3 of 4 8.Changes This policy contains all the agreements between you and us concerning the insurance afforded.The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent.This policy’s terms can be amended or waived only by endorsement issued by us and made a part of this policy. 9.Examination of Your Books and R e c o r d s We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward. 10. Inspections and Surveys 1.We have the right t o : a.Make inspections and surveys at any time; b.Give you reports on the conditions we find; and c. Recommend c h a n g e s . 2.We are not obligated to make any inspections,surveys,reports or recommendations and any such actions we do undertake relate only to insurability and the premiums to be c h a r g e d . We do not make safety inspections.We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3.Paragraphs 1.and 2.of this condition apply not only to us,but also to any rating,advisory,rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 4.Paragraph 2.of this condition does not apply to any inspections,surveys,reports or recommendations we may make relative to certification,under state or municipal statutes,ordinances or regulations,of boilers, pressure vessels or elevators. 11. Premiums The first Named Insured shown in the Declarations: 1.Is responsible for the payment of all premiums; and 2.Will be the payee for any return premiums we pay. 12. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured. If you d i e , your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative.Until your legal representative is appointed,anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. 13. Policy Aggregate and Per Occurrence Limit 1.Notwithstanding anything contained in this policy to the c o n t r a r y , the Policy Aggregate Limit identified in Item 5.of the Package Policy Declarations and the rules below fix the most we will pay under this policy regardless o f the number of: a.Insureds; b.Claims or "claims" made or "suits" brought; c.Persons or organizations making claims or "claims" or bringing "suits”; d.Governmental actions taken with respect to "cleanup costs"; or e.Coverage Parts that are a part of this policy. 2.The Policy Aggregate Limit is the most we will pay for the sum of all damages a n d "claims expenses". 3.The Policy Aggregate Limit does not apply to: a.Supplementary Payments in any Coverage Part that do not reduce the limits of insurance for that Coverage Part; or Harborside 5 185 Hudson Street, Suite 2600 855-275-6041 Jersey City, NJ 07311 www.starstone.com SSI-EE-COM-02 03/16 Includes copyrighted material of Insurance Services Office Inc. with its permission Page 4 of 4 b.Any Coverage Part that is described in the Declarations as a Commercial Excess Liability Coverage Part. 4.The Policy Aggregate Limit applies to the policy period as shown in the Declarations and to any extension or contraction of that policy period. 5.The Policy Aggregate Limit is the lesser o f : a.The highest Aggregate Limit or General Aggregate Limit shown in any Coverage Part Declarations of this policy; or b.The Policy Aggregate Limit, if any, shown in Item 5. Of the Master Policy Declarations. 6. If an Occurrence covered under any coverage part or coverage form of this policy is also covered in whole or part under any other coverage part or coverage form issued to you by us, the most we will pay is the single highest available applicable per Occurrence limit, but not to exceed the Policy Aggregate Limit. 14. Legal Action Against the Insurer No person or organization has a right under this policy: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual trial;but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable limit of insurance.An agreed settlement means a settlement and release of liability signed by us,the insured and the claimant or the claimant's legal representative. 15.Service of Suit We appoint the highest state official in charge of insurance affairs (Commissioner of Insurance,Director of Insurance,Insurance Commissioner,Executive Secretary,Superintendent of Insurance,or such other official title as designated by the state)of the insured’s domiciliary state and his/her successor or successors in office as his/her and their duly authorized deputies,as our true and lawful attorney in and for the aforesaid state,upon whom all lawful process may be served in any action,suit or proceeding instituted in the insured’s domiciliary state by or on behalf of any insured or beneficiary against us arising out of this insurance policy,provided a copy of any process, suit, complaint or summons is sent by certified or registered mail to: Thomas J. Balkan Secretary StarStone US Companies 150 2nd Avenue North Third Floor St Petersburg, FL 33701 Facsimile: (727) 576-3627 Tel: (727) 217-2908 Email: thomas.balkan@enstargroup.com __________________________________________________________________ President Secretary Harborside 5 185 Hudson Street, Suite 2600 Jersey City, NJ 07311 Tel: 855-275-6041 www.starstone.com SSI-EE-COM-03 (04-20) Includes copyrighted material of Insurance Services Office Inc. with its permission Page 1 of 4 STARSTONE SPECIALTY INSURANCE COMPANY ENVIRONMENTAL & ENERGY LIABILITY INSURANCE COMMON POLICY EXCLUSIONS All Coverages and Coverage parts included in this policy are subject to the following exclusions: This insurance does not apply to: A)EMPLOYMENT RELATED PRACTICES EXCLUSION "Bodily injury","personal and advertising injury”,or other injury or damage or damage that results from any act, error or omission to: (1)A person arising out of any: (a)Refusal to employ that person; (b) Termination of that person's employment; or (c)Employment-related practices,policies,acts or omissions,such as coercion,demotion, evaluation,reassignment,discipline,defamation,harassment,humiliation or discrimination directed at that person; or (2)The spouse,child,parent,brother or sister of that person as a consequence of "bodily injury"to that person at whom any of the employment-related practices described in Paragraphs (a),(b),or (c) above is d i r e c t e d . This exclusion a p p l i e s : (1) Whether the insured may be liable as an employer or in any other capacity; (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury; and (3) Whether the injury-causing event described in Paragraphs (a), (b) or (c) above occurs before employment, during employment or after employment of that person; If Errors and Omissions Liability is included as part of this Environmental and Energy Liability Policy as indicated on the Environmental and Energy Liability Policy Package Policy Declarations,this exclusion does not apply to the Errors and Omissions Liability Coverage Part. B)MOLD, ORGANIC PATHOGEN and COMMUNICABLE DISEASE EXCLUSION (1)"Bodily i n j u r y , ” "personal and advertising injury"or "claim"arising from the actual,alleged, threatened,or suspected discharge,dispersal,seepage,migration,g r o w t h , release or escape of, inhalation of,ingestion of,exposure to,transmission of,or contact with any "organic pathogen"or“communicable disease,” at any t i m e , w h e t h e r i n d o o r s o r o u t d o o r s . (2)"Property damage"or "claim"arising from the actual,alleged,threatened,or suspected discharge, dispersal,seepage,migration,g r o w t h , release,escape of,exposure to,transmission of,or contact with any "organic pathogen"or “communicable disease,”at any t i m e , w h e t h e r i n d o o r s o r o u t d o o r s . (3)Any loss, cost or expense arising out of a n y : (a)Request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor,clean up,remove,contain treat,detoxify or neutralize,or in any way respond to,or assess the effects of any "organic pathogen" or “communicable disease”; or Harborside 5 185 Hudson Street, Suite 2600 Jersey City, NJ 07311 Tel: 855-275-6041 www.starstone.com SSI-EE-COM-03 (04-20) Includes copyrighted material of Insurance Services Office Inc. with its permission Page 2 of 4 (b)"Claim"or "suit"by or on behalf of a governmental authority for damages because of testing for, monitoring,cleaning up,removing,containing,treating,detoxifying or neutralizing,or in any way responding t o , or assessing the effects of,any "organic pathogen"or “communicable disease” "Organic pathogen"means any organic contaminant,bacteria,virus,fungus,mold,mildew,mycotoxin or other metabolic products,or their spores,scent,vapor or gas or byproducts,or any reproductive body they produce,whether capable of causing capable of being transmitted directly or indirectly from surface to surface,person to person,contact with surfaces,by water,by air or any other means. “Organic pathogen”includes all substances which cause both “bodily injury,”and “property damage,” and substances which only “bodily injury” or “property damage.” “Communicable disease”means illness,disease or infection that may be transmitted directly or indirectly from one individual to another, whether caused by “organic pathogen” or other means. This exclusion applies regardless of any other cause or event that contributed concurrently or in any sequence to the “bodily injury”, “property damage,” “personal and advertising injury” or “claim.” C)NUCLEAR ENERGY LIABILITY EXCLUSION A. Under any Liability Coverage, to "Bodily injury" or "Property damage": (1)With respect to which an "insured"under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association,Mutual Atomic Energy Liability Underwriters,Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (2)Resulting from the "hazardous properties" of "nuclear material" and with respect to w h i c h (a)any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954,or any law amendatory thereof,or (b)the "insured"is,or had this policy not been issued would be,entitled to indemnity from the United States of America,or any agency thereof,under any agreement entered into by the United States of America,or any agency thereof, with any person or organization. B.Under any Medical Payments c o v e r a g e ,to expenses incurred with respect to "bodily injury" resulting from the "hazardous properties"of "nuclear material"and arising out of the operation of a "nuclear facility" by a person or organization. C.Under any Liability Coverage,to "bodily injury"or "property damage"resulting from "hazardous properties" of "nuclear material", if: (1)The "nuclear material"(a)is at any "nuclear facility"owned by,or operated by or on behalf of, an "insured" or (b) has been discharged or dispersed therefrom; (2)The "nuclear material"is contained in "spent fuel"or "waste"at any time possessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an "insured"; or (3)The "bodily injury"or "property damage"arises out of the furnishing by an "insured"of services,materials,parts or equipment in connection with the planning,construction,maintenance, operation or use of any "nuclear facility",but if such facility is located within the United States of America,its territories or possessions or Canada,this exclusion (3)applies only to "property damage" to such "nuclear facility" and any property thereat. Harborside 5 185 Hudson Street, Suite 2600 Jersey City, NJ 07311 Tel: 855-275-6041 www.starstone.com SSI-EE-COM-03 (04-20) Includes copyrighted material of Insurance Services Office Inc. with its permission Page 3 of 4 As used in this Exclusion "Hazardous properties" includes radioactive, toxic or explosive properties. "Nuclear material" means "source material”, “Special nuclear material" or "by-product material". "Source material","special nuclear material",and "by-product material"have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel"means any fuel element or fuel component,solid or liquid,which has been used or exposed to radiation in a "nuclear r e a c t o r ". "Waste"means any waste material (a)containing "by-product material"other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material"content,and (b)resulting from the operation by any person or organization of any "nuclear facility”included under the first two paragraphs of the definition of "nuclear facility". "Nuclear facility" means: (1)Any "nuclear reactor"; (2)Any equipment or device designed or used f o r ( a ) separating the isotopes of uranium or plutonium,(b)processing or utilizing "spent fuel",or (c)handling,processing or packaging "waste"; (3)Any equipment or device used for the processing,fabricating or alloying of "special nuclear material"if at any time the total amount of such material in the custody of the "insured"at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof,or more than 250 grams of uranium 2 3 5 ; (4)Any structure,basin,excavation,premises or place prepared or used for the storage or disposal of “ waste";and includes the site on which any of the foregoing is located,all operations conducted on such site and all premises used for such operations; (5)Any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. "Property damage" includes all forms of radioactive contamination of property. D) EARTH MOVEMENT OR SUBSIDENCE EXCLUSION Any claim,action or liability,in any way,directly or indirectly,actually or allegedly,arising out of,caused b y , resulting from,contributed to,or aggravated by "earth movement"or subsidence.The term "earth movement"includes,but is not limited t o , settling,expansion,contraction,vibration,sinking,slipping, falling away,caving in,shifting,eroding,rising,tilting,mud flow,or any other movement of land or earth including earthquake,landslide and subsidence or resulting from improper compaction,site selection or any other external forces including collapse or subsidence of land along a body of water as a result of the action of water .This exclusion applies whether the earth movement or subsidence is caused by or resulting from human or animal forces or any act of nature. If the claim action or liability actually or allegedly arises out of,is caused by,results from,is contributed to,or is aggravated by "earth movement"and any other cause (in any sequence and irrespective of whether such other cause is proximate or remote)that would be covered under this Policy,no coverage exists under this Policy,and no duty to defend exists under this Policy,for the entirety of any claim, action or liability, irrespective of the existence of such other c a u s e . E)PUNITIVE OR EXEMPLARY DAMAGES EXCLUSION Harborside 5 185 Hudson Street, Suite 2600 Jersey City, NJ 07311 Tel: 855-275-6041 www.starstone.com SSI-EE-COM-03 (04-20) Includes copyrighted material of Insurance Services Office Inc. with its permission Page 4 of 4 Punitive, exemplary or any other damages awarded against any insured as a multiplier of actual damages under any statute or rule or order of court. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________________________________________ President Secretary SSI-EE-COM-04 03/16 Includes copyrighted material of Insurance Services Office Inc. with its permission Page 1 of 2 Named Insured: Black Sage Environmental Inc Policy No: 55564E214AEM Endorsement No: 1 Effective Date: January 15, 2021 Premium: Included THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ENVIRONMENTAL & ENERGY LIABILITY INSURANCE EXCLUSION OF CERTIFIED ACTS OF TERRORISM AND EXCLUSION OF OTHER ACTS OF TERRORISM COMMITTED OUTSIDE THE UNITED STATES This endorsement modifies insurance provided under each coverage part. A.The following exclusion is a d d e d : This insurance does not apply to: TERRORISM "Any injury or damage" arising, directly or indirectly, out of a "certified act of terrorism",or out of an "other act of terrorism"that is committed outside of the United States (including its territories and possessions and Puerto Rico),but within the "coverage territory".H o w e v e r , with respect to an "other act of terrorism”,this exclusion applies only when one or more of the following are attributed to such act: 1.The total of insured damage to all types of property exceeds $25,000,000 (valued in US dollars).In determining whether the $25,000,000 threshold is e x c e e d e d , we will include all insured damage sustained by property of all persons and entities affected by the terrorism and business interruption losses sustained by owners or occupants of the damaged property.For the purpose of this provision,insured damage means damage that is covered by any insurance plus damage that would be covered by any insurance but for the application of any terrorism exclusions; or 2.Fifty or more persons sustain death or serious physical injury.For the purposes of this provision, serious physical injury means: a.Physical injury that involves a substantial risk of d e a t h ; or b. Protracted and obvious physical disfigurement; or c. Protracted loss of or impairment of the function of a bodily member or organ; o r 3.The terrorism involves the use,release or escape of nuclear materials,or directly or indirectly results in nuclear reaction or radiation or radioactive contamination; or 4.The terrorism is carried out by means of the dispersal or application of pathogenic or poisonous biological or chemical materials; o r 5.Pathogenic or poisonous biological or chemical materials are released,and it appears that one purpose of the terrorism was to release such materials. With respect to this exclusion,Paragraphs 1.and 2.describe the thresholds used to measure the magnitude of an incident of an "other act of terrorism"and the circumstances in which the threshold will apply for the purpose of determining whether this exclusion will apply to that incident. B.The following definitions are a d d e d : 1.For the purposes of this endorsement,"any injury or damage"means any injury or damage covered under any Coverage Part to which this endorsement is applicable,and includes but is not limited to "bodily injury","property damage","personal and advertising injury","injury"or "environmental damage" as may be defined in any applicable Coverage Part. SSI-EE-COM-04 03/16 Includes copyrighted material of Insurance Services Office Inc. with its permission Page 2 of 2 2."Certified act of terrorism"means an act that is certified by the Secretary of the Treasury,in concurrence with the Secretary of State and the Attorney General of the United States,to be an act of terrorism pursuant to the federal Terrorism Risk Insurance Act.The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism” include the following: A.The act resulted in insured losses in excess o f $5 million in the aggregate,attributable to all types of insurance subject to the Terrorism Risk Insurance Act; B.The act resulted in damage: (1)Within the United States (including its territories and possessions and Puerto Rico); or (2)Outside of the United States in the case of: (a)An air carrier (as defined in Section 40102 of title 49,United States Code)or United States flag vessel (or a vessel based principally in the United States,on which United States income tax is paid and whose insurance coverage is subject to regulation in the United States), regardless of where the loss occurs; or (b)The premises of any United States mission; and (c)The act is a violent act or an act that is dangerous to human life,property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. (3)"Other act of terrorism"means a violent act or an act that is dangerous to human life, property or infrastructure that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion,and the act is not a "certified 'act of terrorism”. Multiple incidents of an "other act of terrorism"which occur within a seventy-two-hour period and appear to be carried out in concert or to have a related purpose or common leadership shall be considered to be one i n c i d e n t . C. In the event of any incident of a "certified act of terrorism" or an "other act of terrorism" that is not subject to this exclusion, coverage does not apply to any loss or damage that is otherwise excluded under this Coverage Part. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________________________________________ President Secretary SSI-EE-COM-05 03/16 Includes copyrighted material of Insurance Services Office Inc. with its permission Page 1 of 1 Named Insured: Black Sage Environmental Inc Policy No: 55564E214AEM Endorsement No: 2 Effective Date: January 15, 2021 Premium: Included THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT C A R E F U L L Y . ENVIRONMENTAL & ENERGY LIABILITY INSURANCE WAIVER OF SUBROGATION - Blanket This endorsement modifies insurance provided under each coverage part and supersedes any conflicting provision in any coverage part,including any provision addressing the transfer of rights of recovery against others to us: We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your 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, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________________________________________ President Secretary SSI-EE-COM-84 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 2 Named Insured: Black Sage Environmental Inc Policy No: 55564E214AEM Endorsement No: 3 Effective Date: January 15, 2021 Premium: Included THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENVIRONMENTAL & ENERGY LIABILITY INSURANCE ADDITIONAL INSURED ENDORSEMENT – OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the f o l l o w i n g : COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization that is: 1.An owner of real or personal property on which you are performing operations pursuant to a written contract or written agreement, but only when specifically required written contract or written agreement, only the extent required by the written contract or written agreement, and only i f : a.The written contract or written agreement is executed prior to the date of loss; and b.A Certificate of Insurance evidencing that request has been issued by an insurance professional prior to the date of loss. 2.A contractor on whose behalf you are performing operations pursuant to a written contract or agreement, but only when required by that written contract or agreement, only the extent required by the written contract or agreement, and only if: a.The written contract or written agreement is executed prior to the date of loss; and b.A Certificate of Insurance evidencing that request has been issued by an insurance professional prior to the date of loss. (If no entry appears above, information required to complete this endorsement will be shown in the Environmental & Energy Liability Insurance Package Policy Declarations as applicable to this endorsement) SECTION II – WHO IS AN INSURED is amended to include: A)SECTION II – WHO IS AN INSURED is amended to include as an additional insured the person or organization shown in the schedule above, but only with respect to liability arising out of your ongoing operations performed for the additional insureds, or in connection with premises owned by or rented to you. B)With respect to the insurance afforded to these additional insureds, the following exclusion is added: 1.Exclusions This insurance does not apply to “bodily injury” or “property damage” occurring after: SSI-EE-COM-84 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2 of 2 1)All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured at the site of the covered operations has been completed; or 2)That portion of “your work” out of which the injury or damage arises has been put to its intended use by any person or organization that than another contractors or subcontractor engaged in performing operations for a principal as part of the same project. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________________________________________ President Secretary SSI-EE-COM-88 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 Named Insured: Black Sage Environmental Inc Policy No: 55564E214AEM Endorsement No: 4 Effective Date: January 15, 2021 Premium: Included THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENVIRONMENTAL & ENERGY LIABILITY INSURANCE PRIMARY COVERAGE – BLANKET WHEN REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: PRIMARY - If required by written contract or written agreement executed prior to the date of loss such insurance as is afforded by this policy to any additional insureds under this policy shall be primary insurance, and any insurance or self-insurance maintained by such additional insured(s) and naming the additional insured as named insured shall be excess of this policy. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________________________________________ President Secretary SSI-EE-COM-App. Reliance 03/16 Named Insured: Black Sage Environmental Inc Policy No: 55564E214AEM Endorsement No: 5 Effective Date: January 15, 2021 Premium: Included ENVIRONMENTAL & ENERGY LIABILITY INSURANCE APPLICATION RELIANCE ENDORSEMENT It is agreed that: 1. The following definition is added to all coverage parts: Application means the EEUM REN APP application or proposal that was signed and dated on behalf of the Named Insured or Insureds as of 12.15.2020. 2.The following Condition is added to the Common Policy Conditions,SSI-EE-COM-02 (03-16)and applicable to all coverage parts: It is further agreed that all Insureds declare that the statements set forth in the Application are their statements and that thorough efforts have been made to obtain sufficient information from all Insureds in order to facilitate proper and accurate completion of the Application.All Insureds represent that the statements and representations contained in the Application are true and accurate and shall be deemed material to the acceptance of the risk and the Policy was issued in reliance upon the truth and accuracy of such statements and representations.It is agreed by all Insureds the Application has been completed as respects all Insureds and that if any significant change in the condition of any Insured was discovered, between the date the Application was signed and the effective date of the Policy which would render the information in the Application inaccurate or incomplete,any such information was immediately reported in writing to the Insurer.All Insureds agree the Application shall be maintained on file with the Insurer and shall be deemed to be attached to the Policy as if physically attached. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________________________________________ President Secretary SSI-EE-NOT-CA (05/16) STARSTONE SPECIALTY INSURANCE COMPANY Harborside Financial Center Plaza 5, Suite 2600 Jersey City, New Jersey 07311 888-220-8477 CALIFORNIA SURPLUS LINES POLICY NOTICE 1.THE INSURANCE POLICY THAT YOU HAVE PURCHASED IS BEING ISSUED BY AN INSURER THAT IS NOT LICENSED BY THE STATE OF CALIFORNIA. THESE COMPANIES ARE CALLED “NONADMITTED”OR “SURPLUS LINE” INSURERS. 2.THE INSURER IS NOT SUBJECT TO THE FINANCIAL SOLVENCY REGULATION AND ENFORCEMENT WHICH APPLIES TO CALIFORNIA LICENSED INSURERS. 3.THE INSURER DOES NOT PARTICIPATE IN ANY OF THE INSURANCE GUARANTEE FUNDS CREATED BY CALIFORNIA LAW.THEREFORE,THESE FUNDS WILL NOT PAY YOUR CLAIMS OR PROTECT YOUR ASSETS IF THE INSURER BECOMES INSOLVENT AND IS UNABLE TO MAKE PAYMENTS AS PROMISED. 4.CALIFORNIA MAINTAINS A LIST OF ELIGIBLE SURPLUS LINE INSURERS APPROVED BY THE INSURANCE COMMISSIONER.ASK YOUR AGENT OR BROKER IF THE INSURER IS ON THAT LIST,OR VIEW THAT LIST AT THE WEB SITE OF THE CALIFORNIA DEPARTMENT OF INSURANCE: WWW.INSURANCE.CA.GOV. SSI-EE-NOT-CA (05/16) 5.FOR ADDITIONAL INFORMATION ABOUT THE INSURER YOU SHOULD ASK QUESTIONS OF YOUR INSURANCE AGENT,BROKER,OR “SURPLUS LINE”BROKER OR CONTACT THE CALIFORNIA DEPARTMENT OF INSURANCE,AT THE FOLLOWING TOLL-FREE TELEPHONE NUMBER: 800-482-4833. 6.IF YOU,AS THE APPLICANT,REQUIRED THAT THE INSURANCE POLICY YOU HAVE PURCHASED BE BOUND IMMEDIATELY,EITHER BECAUSE EXISTING COVERAGE WAS GOING TO LAPSE WITHIN TWO BUSINESS DAYS OR BECAUSE YOU WERE REQUIRED TO HAVE COVERAGE WITHIN TWO BUSINESS DAYS, AND YOU DID NOT RECEIVE THIS DISCLOSURE FORM AND A REQUEST FOR YOUR SIGNATURE UNTIL AFTER COVERAGE BECAME EFFECTIVE,YOU HAVE THE RIGHT TO CANCEL THIS POLICY WITHIN FIVE DAYS OF RECEIVING THIS DISCLOSURE.IF YOU CANCEL COVERAGE,THE PREMIUM WILL BE PRORATED AND ANY BROKER FEE CHARGED FOR THIS INSURANCE WILL BE RETURNED TO YOU. IL P 001 01 04 U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your pol- icy.You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully. The Office of Foreign Assets Control (OFAC)administers and enforces sanctions policy,based on Presidential declarations of "national emergency". OFAC has identified and listed numerous: •Foreign agents; •Front organizations; •Terrorists; •Terrorist organizations; and •Narcotics traffickers; as "Specially Designated Nationals and Blocked Persons".This list can be located on the United States Treasury's web site - http//www.treas.gov/ofac. In accordance with OFAC regulations,if it is determined that you or any other insured,or any person or entity claiming the benefits of this insurance has violated U.S.sanctions law or is a Specially Designated National and Blocked Person,as identified by OFAC,this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC.When an insurance policy is considered to be such a blocked or frozen contract,no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. IL P 001 01 04 © ISO Properties, Inc., 2004 Page 1 of 1 POLICY #:55564E214AEM ITEM 1.NAMED INSURED:Black Sage Environmental Inc BROKER NAME:Hull & Company - Stockton ADDRESS:P.O. Box 154004 ADDRESS:3247 West March Lane, Suite 110 San Diego, CA 92195 Stockton, CA 95219 ITEM 2.POLICY PERIOD: FROM: January 15, 2021 TO: January 15, 2022 ITEM 3. $1,000,000 $50,000 Any one premises $5,000 Any one person $1,000,000 Any one person or organization $2,000,000 $2,000,000 ITEM 4. LOCATION # #1 #2 #3 President Secretary 1/8/2021 DATE SSI-EE-OCC-CGL-DEC (04-16) COMMERCIAL GENERAL LIABILITY COVERAGE PART OCCURRENCE SUPPLEMENTAL DECLARATIONS NOTICE: THIS INSURANCE CONTRACT IS WITH AN INSURER NOT LICENSED TO TRANSACT INSURANCE IN THE NAMEDINSURED’S STATE OF DOMICILE AND IS ISSUED AND DELIVERED AS A SURPLUS LINES COVERAGE PURSUANT TO THEINSURANCE STATUTES. IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. LIMITS OF INSURANCE: EACH OCCURRENCE LIMIT: DAMAGE TO PREMISES RENTED TO YOU LIMIT: MEDICAL EXPENSE LIMIT: PERSONAL & ADVERTISING INJURY LIMIT: GENERAL AGGREGATE LIMIT: PRODUCTS/COMPLETED OPERATIONS AGGREGATE LIMIT: ALL PREMISES YOU OWN, RENT OR OCCUPY ADDRESS OF ALL PREMISES YOU OWN, RENT OR OCCUPY P.O. Box 154004, San Diego, CA 92195 REFER TO PACKAGE POLICY DECLARATIONS SSI-EE-COM-01 (03-16) FOR THE SCHEDULE OF FORM(S) AND ENDORSEMENT(S) ATTACHED TO THIS COVERAGE PART, AS WELL AS POLICY PREMIUM AND INSTRUCTIONS ON HOW TO PROVIDE NOTICE TO THE INSURER. The Insurer hereby causes this Policy to be signed by a duly authorized representative of the Insurer. DECLARATIONS STARSTONE SPECIALTY INSURANCE COMPANY Harborside 5 185 Hudson Street, Suite 2600 Jersey City, New Jersey 07311 855-275-6041 CG 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 16 COMMERCIAL GENERAL LIABILITY CG 00 01 04 13 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisons in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you"and "your" refer to the Named Insured shown in the Declarations,and any other person or organization qualifying as a Named Insured under this policy. The words "we","us"and "our"refer to the company providing this insurance. The word "insured"means any person or organization qualifying as such under Section II - Who Is an Insured. Other words and phrases that appear in quotation marks have special meaning.Refer to Section V - Definitions. SECTION I - COVERAGES COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1.Insuring Agreement a.We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury"or "property damage"to which this insurance applies.We will have the right and duty to defend the insured against any "suit"seeking those damages.However,we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury"or "property damage"to which this insurance does not apply.We may,at our discretion, investigate any "occurrence"and settle any claim or "suit" that may result. But: (1)The amount we will pay for damages is limited as described in Section Ill -Limits of Insurance; and (2)Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments - Coverages A and B. b.This insurance applies to "bodily injury"and "property damage" only if: (1)The "bodily injury"or "property damage"is caused by an "occurrence"that takes place in the "coverage territory"; (2)The "bodily injury"or "property damage" occurs during the policy period; and (3)Prior to the policy period,no insured listed under Paragraph 1.of Section II -Who Is an Insured and no "employee"authorized by you to give or receive notice of an "occurrence"or claim,knew that the "bodily injury"or "property damage"had occurred,in whole or in part.If such a listed insured or authorized "employee" knew,prior to the policy period,that the "bodily injury"or "property damage" occurred,then any continuation,change or resumption of such "bodily injury"or "property damage"during or after the policy period will be deemed to have been known prior to the policy period. c."Bodily injury"or "property damage"which occurs during the policy period and was not, prior to the policy period,known to have occurred by any insured listed under Paragraph 1.of Section II -Who Is an Insured or any "employee"authorized by you to give or receive notice of an "occurrence"or claim,includes any continuation,change or resumption of that "bodily injury"or "property damage" after the end of the policy period. d."Bodily injury"or "property damage"will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1.of Section II -Who Is an Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1)Reports all,or any part,of the "bodily injury"or "property damage"to us or any other insurer; (2)Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3)Becomes aware by any other means that "bodily injury"or "property damage"has occurred or has begun to occur. e.Damages because of "bodily injury"include damages claimed by any person or organization for care,loss of services or death resulting at any time from the "bodily injury". Page 2 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 2.Exclusions This insurance does not apply to: a.Expected or Intended Injury "Bodily injury"or "property damage"expected or intended from the standpoint of the insured.This exclusion does not apply to "bodily injury"resulting from the use of reasonable force to protect persons or property. b.Contractual Liability "Bodily injury"or "property damage"for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages: (1)That the insured would have in the absence of the contract or agreement; or (2)Assumed in a contract or agreement that is an "insured contract",provided the "bodily injury"or "property damage" occurs subsequent to the execution of the contract or agreement.Solely for the purposes of liability assumed in an "insured contract",reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury"or "property damage", provided: (a)Liability to such party for,or for the cost of,that party's defense has also been assumed in the same "insured contract"; and (b)Such attorneys'fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c.Liquor Liability "Bodily injury"or "property damage"for which any insured may be held liable by reason of: (1)Causing or contributing to the intoxication of any person; (2)The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3)Any statute,ordinance or regulation relating to the sale,gift,distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a)The supervision,hiring,employment, training or monitoring of others by that insured; or (b)Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence"which caused the "bodily injury"or "property damage",involved that which is described in Paragraph (1),(2)or (3) above. However,this exclusion applies only if you are in the business of manufacturing, distributing,selling,serving or furnishing alcoholic beverages.For the purposes of this exclusion,permitting a person to bring alcoholic beverages on your premises,for consumption on your premises,whether or not a fee is charged,or a license is required for such activity,is not by itself considered the business of selling,serving or furnishing alcoholic beverages. d.Workers' Compensation and Similar Laws Any obligation of the insured under a workers'compensation,disability benefits or unemployment compensation law or any similar law. e.Employer's Liability "Bodily injury" to: (1)An "employee"of the insured arising out of and in the course of: (a)Employment by the insured; or (b)Performing duties related to the conduct of the insured's business; or (2)The spouse,child,parent,brother or sister of that "employee"as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". CG 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 3 of 16 f.Pollution (1)"Bodily injury"or "property damage" arising out of the actual,alleged or threatened discharge,dispersal,seepage, migration,release or escape of "pollutants": (a)At or from any premises,site or location which is or was at any time owned or occupied by,or rented or loaned to,any insured.However,this subparagraph does not apply to: (i)"Bodily injury"if sustained within a building and caused by smoke, fumes,vapor or soot produced by or originating from equipment that is used to heat,cool or dehumidify the building,or equipment that is used to heat water for personal use,by the building's occupants or their guests; (ii)"Bodily injury"or "property damage" for which you may be held liable,if you are a contractor and the owner or lessee of such premises,site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises,site or location and such premises,site or location is not and never was owned or occupied by,or rented or loaned to,any insured,other than that additional insured; or (iii)"Bodily injury"or "property damage" arising out of heat,smoke or fumes from a "hostile fire"; (b)At or from any premises,site or location which is or was at any time used by or for any insured or others for the handling,storage,disposal, processing or treatment of waste; (c)Which are or were at any time transported,handled,stored,treated, disposed of,or processed as waste by or for: (i)Any insured; or (ii)Any person or organization for whom you may be legally responsible; or (d)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants"are brought on or to the premises,site or location in connection with such operations by such insured, contractor or subcontractor.However, this subparagraph does not apply to: (i)"Bodily injury"or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical,hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts,if such fuels,lubricants or other operating fluids escape from a vehicle part designed to hold,store or receive them.This exception does not apply if the "bodily injury"or "property damage" arises out of the intentional discharge,dispersal or release of the fuels,lubricants or other operating fluids,or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged,dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii)"Bodily injury"or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii)"Bodily injury"or "property damage"arising out of heat,smoke or fumes from a "hostile fire". (e)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for,monitor, clean up,remove,contain,treat, detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants". Page 4 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 (2)Any loss,cost or expense arising out of any: (a)Request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor, clean up,remove,contain,treat, detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants"; or (b)Claim or suit by or on behalf of a governmental authority for damages because of testing for,monitoring, cleaning up,removing,containing, treating,detoxifying or neutralizing, or in any way responding to,or assessing the effects of, "pollutants". However,this paragraph does not apply to liability for damages because of "property damage"that the insured would have in the absence of such request,demand,order or statutory or regulatory requirement,or such claim or "suit"by or on behalf of a governmental authority. g.Aircraft, Auto or Watercraft "Bodily injury"or "property damage"arising out of the ownership,maintenance,use or entrustment to others of any aircraft,"auto" or watercraft owned or operated by or rented or loaned to any insured.Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring,employment,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage"involved the ownership,maintenance,use or entrustment to others of any aircraft,"auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1)A watercraft while ashore on premises you own or rent; (2)A watercraft you do not own that is: (a)Less than 26 feet long; and (b)Not being used to carry persons or property for a charge; (3)Parking an "auto"on,or on the ways next to,premises you own or rent, provided the "auto"is not owned by or rented or loaned to you or the insured; (4)Liability assumed under any "insured contract"for the ownership, maintenance or use of aircraft or watercraft; or (5)"Bodily injury"or "property damage"arising out of: (a)The operation of machinery or equipment that is attached to,or part of, a land vehicle that would qualify under the definition of "mobile equipment"if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b)The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3)of the definition of "mobile equipment". h.Mobile Equipment "Bodily injury" or "property damage" arising out of: (1)The transportation of "mobile equipment" by an "auto"owned or operated by or rented or loaned to any insured; or (2)The use of "mobile equipment"in,or while in practice for,or while being prepared for, any prearranged racing,speed,demolition, or stunting activity. i.War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1)War, including undeclared or civil war; (2)Warlike action by a military force,including action in hindering or defending against an actual or expected attack,by any government,sovereign or other authority using military personnel or other agents; or (3)Insurrection,rebellion,revolution,usurped power,or action taken by governmental authority in hindering or defending against any of these. j.Damage to Property "Property damage" to: (1)Property you own,rent,or occupy, including any costs or expenses incurred by you,or any other person,organization CG 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 5 of 16 or entity,for repair,replacement,enhancement, restoration or maintenance of such property for any reason,including prevention of injury to a person or damage to another's property; (2)Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises; (3)Property loaned to you; (4)Personal property in the care,custody or control of the insured; (5)That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations,if the "property damage" arises out of those operations; or (6)That particular part of any property that must be restored,repaired or replaced because "your work"was incorrectly performed on it. Paragraphs (1),(3)and (4)of this exclusion do not apply to "property damage"(other than damage by fire)to premises,including the contents of such premises,rented to you for a period of seven or fewer consecutive days.A separate limit of insurance applies to Damage to Premises Rented to You as described in Section Ill - Limits of Insurance. Paragraph (2)of this exclusion does not apply if the premises are "your work"and were never occupied,rented or held for rental by you. Paragraphs (3),(4),(5)and (6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6)of this exclusion does not apply to "property damage"included in the "products- completed operations hazard". k.Damage to Your Product "Property damage"to "your product"arising out of it or any part of it. I. Damage to Your Work "Property damage"to "your work"arising out of it or any part of it and included in the "products- completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m.Damage to Impaired Property or Property Not Physically Injured "Property damage"to "impaired property"or property that has not been physically injured, arising out of: (1)A defect,deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2)A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product"or "your work"after it has been put to its intended use. n.Recall of Products, Work or Impaired Property Damages claimed for any loss,cost or expense incurred by you or others for the loss of use, withdrawal,recall,inspection,repair, replacement, adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; if such product,work,or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect,deficiency,inadequacy or dangerous condition in it. o.Personal and Advertising Injury "Bodily injury"arising out of "personal and advertising injury". p.Electronic Data Damages arising out of the loss of,loss of use of,damage to,corruption of,inability to access, or inability to manipulate electronic data. However,this exclusion does not apply to liability for damages because of "bodily injury". As used in this exclusion,electronic data means information,facts or programs stored as or on, created or used on,or transmitted to or from computer software,including systems and applications software,hard or floppy disks,CD- ROMs,tapes,drives,cells,data processing devices or any other media which are used with electronically controlled equipment. q.Recording and Distribution of Material or Information in Violation of Law "Bodily injury"or "property damage"arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act (TCPA),including any amendment of or Page 6 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 addition to such law; (2)The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3)The Fair Credit Reporting Act (FCRA),and any amendment of or addition to such law,including the Fair and Accurate Credit Transactions Act (FACTA); or (4)Any federal,state or local statute, ordinance or regulation,other than the TCPA,CAN-SPAM Act of 2003 or FCRA and their amendments and additions,that addresses,prohibits,or limits the printing, dissemination,disposal,collecting, recording,sending, transmitting,communicating or distribution of material or information. Exclusions c.through n.do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner.A separate limit of insurance applies to this coverage as described in Section Ill - Limits of Insurance. COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY 1.Insuring Agreement a.We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury"to which this insurance applies.We will have the right and duty to defend the insured against any "suit"seeking those damages.However,we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury"to which this insurance does not apply.We may,at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1)The amount we will pay for damages is limited as described in Section Ill -Limits of Insurance; and (2)Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments - Coverages A and B. b.This insurance applies to "personal and advertising injury"caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2.Exclusions This insurance does not apply to: a.Knowing Violation Of Rights Of Another "Personal and advertising injury"caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury". b.Material Published with Knowledge Of Falsity "Personal and advertising injury"arising out of oral or written publication,in any manner, of material,if done by or at the direction of the insured with knowledge of its falsity. c.Material Published Prior To Policy Period "Personal and advertising injury"arising out of oral or written publication,in any manner, of material whose first publication took place before the beginning of the policy period. d.Criminal Acts "Personal and advertising injury"arising out of a criminal act committed by or at the direction of the insured. e.Contractual Liability "Personal and advertising injury"for which the insured has assumed liability in a contract or agreement.This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f.Breach of Contract "Personal and advertising injury"arising out of a breach of contract,except an implied contract to use another's advertising idea in your "advertisement". g.Quality or Performance of Goods - Failure to Conform to Statements "Personal and advertising injury"arising out of the failure of goods,products or services to conform with any statement of quality or performance made in your "advertisement". h.Wrong Description of Prices "Personal and advertising injury"arising out of the wrong description of the price of goods,products or services stated in your "advertisement". CG 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 7 of 16 i.Infringement of Copyright, Patent, Trademark or Trade Secret "Personal and advertising injury"arising out of the infringement of copyright,patent, trademark,trade secret or other intellectual property rights.Under this exclusion,such other intellectual property rights do not include the use of another's advertising idea in your "advertisement". However,this exclusion does not apply to infringement,in your "advertisement",of copyright, trade dress or slogan. j.Insureds in Media and Internet Type Businesses "Personal and advertising injury"committed by an insured whose business is: (1)Advertising,broadcasting,publishing or telecasting; (2)Designing or determining content of web sites for others; or (3)An Internet search,access,content or service provider. However,this exclusion does not apply to Paragraphs 14.a.,b.and c.of "personal and advertising injury"under the Definitions section. For the purposes of this exclusion,the placing of frames,borders or links,or advertising,for you or others anywhere on the Internet,is not by itself,considered the business of advertising,broadcasting, publishing or telecasting. k.Electronic Chatrooms or Bulletin Boards "Personal and advertising injury"arising out of an electronic chatroom or bulletin board the insured hosts,owns,or over which the insured exercises control. I. Unauthorized Use of Another's Name or Product "Personal and advertising injury"arising out of the unauthorized use of another's name or product in your e-mail address,domain name or metatag,or any other similar tactics to mislead another's potential customers. m.Pollution "Personal and advertising injury"arising out of the actual,alleged or threatened discharge,dispersal,seepage,migration, release or escape of "pollutants" at any time. n.Pollution-related Any loss, cost or expense arising out of any: (1)Request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor,clean up,remove, contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants"; or (2)Claim or suit by or on behalf of a governmental authority for damages because of testing for,monitoring, cleaning up,removing,containing, treating,detoxifying or neutralizing,or in any way responding to,or assessing the effects of, "pollutants". o.War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1)War, including undeclared or civil war; (2)Warlike action by a military force, including action in hindering or defending against an actual or expected attack,by any government,sovereign or other authority using military personnel or other agents; or (3)Insurrection,rebellion,revolution,usurped power,or action taken by governmental authority in hindering or defending against any of these. p.Recording and Distribution of Material or Information in Violation of Law "Personal and advertising injury"arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act (TCPA),including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003,including any amendment of or addition to such law; (3)The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law,including the Fair and Accurate Credit Transactions Act (FACTA); or (4)Any federal,state or local statute, ordinance or regulation,other than the TCPA,CAN-SPAM Act of 2003 or FCRA and their amendments and additions,that addresses,prohibits,or limits the printing, dissemination,disposal,collecting, recording,sending, transmitting, communicating or distribution of material or information. Page 8 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 COVERAGE C- MEDICAL PAYMENTS 1.Insuring Agreement a.We will pay medical expenses as described below for "bodily injury" caused by an accident: (1)On premises you own or rent; (2)On ways next to premises you own or rent; or (3)Because of your operations; provided that: (a)The accident takes place in the "coverage territory"and during the policy period; (b)The expenses are incurred and reported to us within one year of the date of the accident; and (c)The injured person submits to examination,at our expense,by physicians of our choice as often as we reasonably require. b.We will make these ·payments regardless of fault.These payments will not exceed the applicable limit of insurance.We will pay reasonable expenses for: (1)First aid administered at the time of an accident; (2)Necessary medical,surgical,X-ray and dental services,including prosthetic devices; and (3)Necessary ambulance, hospital,professional nursing and funeral services. 2.Exclusions We will not pay expenses for "bodily injury": a.Any Insured To any insured, except "volunteer workers". b.Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c.Injury on Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d.Workers' Compensation and Similar Laws To a person,whether or not an "employee"of any insured,if benefits for the "bodily injury" are payable or must be provided under a workers'compensation or disability benefits law or a similar law. e.Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games,sports,or athletic contests. f.Products-Completed Operations Hazard Included within the "products-completed operations hazard". g.Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1.We will pay,with respect to any claim we investigate or settle,or any "suit"against an insured we defend: a.All expenses we incur. b.Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c.The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance.We do not have to furnish these bonds. d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. e.All court costs taxed against the insured in the "suit".However,these payments do not include attorneys'fees or attorneys' expenses taxed against the insured. f.Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance,we will not pay any prejudgment interest based on that period of time after the offer. CG 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 9 of 16 g.All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid,offered to pay,or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2.If we defend an insured against a "suit"and an indemnitee of the insured is also named as a party to the "suit",we will defend that indemnitee if all of the following conditions are met: a.The "suit"against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b.This insurance applies to such liability assumed by the insured; c.The obligation to defend,or the cost of the defense of,that indemnitee,has also been assumed by the insured in the same "insured contract"; d.The allegations in the "suit"and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e.The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit"and agree that we can assign the same counsel to defend the insured and the indemnitee; and f.The indemnitee: (1)Agrees in writing to: (a)Cooperate with us in the investigation, settlement or defense of the "suit"; (b)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the "suit"; (c)Notify any other insurer whose coverage is available to the indemnitee; and (d)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2)Provides us with written authorization to: (a)Obtain records and other information related to the "suit"; and (b)Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys'fees incurred by us in the defense of that indemnitee,necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2)of Section I -Coverage A -Bodily Injury and Property Damage Liability,such payments will not be deemed to be damages for "bodily injury"and "property damage"and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys'fees and necessary litigation expenses as Supplementary Payments ends when we have used up the applicable limit of insurance in the payment of judgments or settlements or the conditions set forth above,or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II - WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual,you and your spouse are insureds,but only with respect to the conduct of a business of which you are the sole owner. b.A partnership or joint venture,you are an insured.Your members,your partners,and their spouses are also insureds,but only with respect to the conduct of your business. c.A limited liability company,you are an insured.Your members are also insureds, but only with respect to the conduct of your business.Your managers are insureds,but only with respect to their duties as your managers. d.An organization other than a partnership, joint venture or limited liability company,you are an insured.Your "executive officers"and directors are insureds,but only with respect to their duties as your officers or directors. Your stockholders are also insureds,but only with respect to their liability as stockholders. e.A trust,you are an insured.Your trustees are also insureds,but only with respect to their duties as trustees. Page 10 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 2.Each of the following is also an insured: a.Your "volunteer workers"only while performing duties related to the conduct of your business,or your "employees",other than either your "executive officers"(if you are an organization other than a partnership, joint venture or limited liability company)or your managers (if you are a limited liability company),but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business.However,none of these "employees"or "volunteer workers"are insureds for: (1)"Bodily injury"or "personal and advertising injury": (a)To you,to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company),to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business,or to your other "volunteer workers"while performing duties related to the conduct of your business; (b)To the spouse,child,parent,brother or sister of that co-"employee"or "volunteer worker"as a consequence of Paragraph ( 1 ) ( a ) above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d)Arising out of his or her providing or failing to provide professional health care services. (2)"Property damage" to property: (a)Owned, occupied or used by; (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: (1)With respect to liability arising out of the maintenance or use of that property; and (2)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 Coverage Part. 3.Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company,and over which you maintain ownership or majority interest,will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b.Coverage A does not apply to "bodily injury" or "property damage"that occurred before you acquired or formed the organization; and c.Coverage B does not apply to "personal and advertising injury"arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION Ill - LIMITS OF INSURANCE 1.The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 2.The General Aggregate Limit is the most we will pay for the sum of: a.Medical expenses under Coverage C; b.Damages under Coverage A,except damages because of "bodily injury"or "property damage"included in the "products- completed operations hazard"; and c.Damages under Coverage B. © Insurance Services Office, Inc., 2012CG00010413 Page 11 of 16 3.The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury"and "property damage"included in the "products- completed operations hazard". 4.Subject to Paragraph 2.above,the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5.Subject to Paragraph 2.or 3.above,whichever applies,the Each Occurrence Limit is the most we will pay for the sum of: a.Damages under Coverage A; and b.Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6.Subject to Paragraph 5.above,the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage"to any one premises,while rented to you,or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7.Subject to Paragraph 5.above,the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations,unless the policy period is extended after issuance for an additional period of less than 12 months.In that case,the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS 1.Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2.Duties in The Event of Occurrence, Offense, Claim or Suit a.You must see to it that we are notified as soon as practicable of an "occurrence"or an offense which may result in a claim.To the extent possible, notice should include: (1)How, when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence"or offense. b.If a claim is made or "suit"is brought against any insured, you must: (1)Immediately record the specifics of the claim or "suit" and the date received; and (2)Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit"as soon as practicable. c.You and any other involved insured must: (1)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the claim or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4)Assist us,upon our request,in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d.No insured will,except at that insured's own cost,voluntarily make a payment,assume any obligation,or incur any expense,other than for first aid, without our consent. 3.Legal Action Against Us No person or organization has a right under this Coverage Part: a.To join us as a party or otherwise bring us into a "suit"asking for damages from an insured; or b.To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured;but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance.An agreed settlement means a settlement and release of liability signed by us,the insured and the claimant or the claimant's legal representative. Page 12 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 4.Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a.Primary Insurance This insurance is primary except when Paragraph b.below applies.If this insurance is primary,our obligations are not affected unless any of the other insurance is also primary.Then,we will share with all that other insurance by the method described in Paragraph c. below. 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)If the loss arises out of the maintenance or use of aircraft, "autos"or watercraft to the extent not subject to Exclusion g.of Section I -Coverage A -Bodily Injury and Property Damage Liability. (b)Any other primary insurance available to you covering liability for damages arising out of the premises or operations,or the products and completed operations,for which you have been added as an additional insured. (2)When this insurance is excess,we will have no duty under Coverages A or B to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit".If no other insurer defends,we will undertake to do so,but we will be entitled to the insured's rights against all those other insurers. (3)When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any,that exceeds the sum of: (a)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b)The total of all deductible and self - insured amounts under all that other insurance. (4)We will share the remaining loss,if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c.Method of Sharing If all of the other insurance permits contribution by equal shares,we will follow this method also.Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5.Premium Audit a.We will compute all premiums for this Coverage Part in accordance with our rules and rates. b.Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill.If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium,we will return the excess to the first Named Insured. c.The first Named Insured must keep records of the information we need for premium computation,and send us copies at such times as we may request. 6.Representations By accepting this policy, you agree: a.The statements in the Declarations are accurate and complete; © Insurance Services Office, Inc., 2012CG00010413 Page 13 of 16 b.Those statements are based upon representations you made to us; and c.We have issued this policy in reliance upon your representations. 7.Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom claim is made or "suit" is brought. 8.Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring "suit"or transfer those rights to us and help us enforce them. 9.When We Do Not Renew If we decide not to renew this Coverage Part,we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed,proof of mailing will be sufficient proof of notice. SECTION V - DEFINITIONS 1."Advertisement"means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters.For the purposes of this definition: a.Notices that are published include material placed on the Internet or on similar electronic means of communication; and b.Regarding web sites,only that part of a web site that is about your goods,products or services for the purposes of attracting customers or supporters is considered an advertisement. 2."Auto" means: a.A land motor vehicle,trailer or semitrailer designed for travel on public roads,including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However,"auto"does not include "mobile equipment". 3."Bodily injury"means bodily injury,sickness or disease sustained by a person,including death resulting from any of these at any time. 4."Coverage territory" means: a.The United States of America (including its territories and possessions),Puerto Rico and Canada; b.International waters or airspace,but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in Paragraph a. above; (2)The activities of a person whose home is in the territory described in Paragraph a. above,but is away for a short time on your business; or (3)"Personal and advertising injury"offenses that take place through the Internet or similar electronic means of communication; provided the insured's responsibility to pay damages is determined in a "suit"on the merits, in the territory described in Paragraph a.above or in a settlement we agree to. 5."Employee"includes a "leased worker". "Employee"does not include a "temporary worker". 6."Executive officer"means a person holding any of the officer positions created by your charter, constitution,bylaws or any other similar governing document. 7."Hostile fire"means one which becomes uncontrollable or breaks out from where it was intended to be. 8."Impaired property"means tangible property, other than "your product"or "your work",that cannot be used or is less useful because: a.It incorporates "your product"or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair,replacement,adjustment or removal of "your product"or "your work"or your fulfilling the terms of the contract or agreement. Page 14 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 9."Insured contract" means: a.A contract for a lease of premises.However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b.A sidetrack agreement; c.Any easement or license agreement,except in connection with construction or demolition operations on or within 50 feet of a railroad; d.An obligation,as required by ordinance,to indemnify a municipality,except in connection with work for a municipality; e.An elevator maintenance agreement; f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality)under which you assume the tort liability of another party to pay for "bodily injury"or'"property damage"to a third person or organization.Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1)That indemnifies a railroad for "bodily injury"or "property damage"arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks,road-beds,tunnel,underpass or crossing; (2)That indemnifies an architect,engineer or surveyor for injury or damage arising out of: (a)Preparing,approving,or failing to prepare or approve,maps,shop drawings,opinions,reports,surveys, field orders,change orders or drawings and specifications; or (b)Giving directions or instructions,or failing to give them,if that is the primary cause of the injury or damage; or (3)Under which the insured,if an architect, engineer or surveyor,assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services,including those listed in (2)above and supervisory, inspection,architectural or engineering activities. 10."Leased worker"means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm,to perform duties related to the conduct of your business."Leased worker"does not include a "temporary worker". 11."Loading or unloading"means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b.While it is in or on an aircraft,watercraft or "auto"; or c.While it is being moved from an aircraft, watercraft or "auto"to the place where it is finally delivered; but "loading or unloading"does not include the movement of property by means of a mechanical device,other than a hand truck,that is not attached to the aircraft, watercraft or "auto". 12."Mobile equipment"means any of the following types of land vehicles,including any attached machinery or equipment: a.Bulldozers,farm machinery,forklifts and other vehicles designed for use principally off public roads; b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles,whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1)Power cranes,shovels,loaders,diggers or drills; or (2)Road construction or resurfacing equipment such as graders,scrapers or rollers; e.Vehicles not described in Paragraph a.,b., c.or d.above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors,pumps and generators, including spraying,welding,building cleaning,geophysical exploration,lighting and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower workers; f.Vehicles not described in Paragraph a.,b., c.or d.above maintained primarily for purposes other than the transportation of persons or cargo. © Insurance Services Office, Inc., 2012CG00010413 Page 15 of 16 However,self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment"but will be considered "autos": (1)Equipment designed primarily for: (a)Snow removal; (b)Road maintenance,but not construction or resurfacing; or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3)Air compressors,pumps and generators, including spraying,welding,building cleaning,geophysical exploration,lighting and well servicing equipment. However,"mobile equipment"does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged.Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law considered "autos". 13."Occurrence"means an accident,including continuous or repeated exposure to substantially the same general harmful conditions. 14."Personal and advertising injury"means injury, including consequential "bodily injury",arising out of one or more of the following offenses: a.False arrest, detention or imprisonment; b.Malicious prosecution; c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room,dwelling or premises that a person occupies,committed by or on behalf of its owner, landlord or lessor; d.Oral or written publication,in any manner,of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e.Oral or written publication,in any manner,of material that violates a person's right of privacy; f.The use of another's advertising idea in your "advertisement"; or g.Infringing upon another's copyright,trade dress or slogan in your "advertisement". 15."Pollutants"mean 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. 16."Products-completed operations hazard": a.Includes all "bodily injury"and "property damage"occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned.However,"your work"will be deemed completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance,correction,repair or replacement,but which is otherwise complete, will be treated as completed. b.Does not include "bodily injury"or "property damage" arising out of: (1)The transportation of property,unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you,and that condition was created by the "loading or unloading"of that vehicle by any insured; (2)The existence of tools,uninstalled equipment or abandoned or unused materials; or (3)Products or operations for which the classification,listed in the Declarations or in a policy Schedule,states that products- completed operations are subject to the General Aggregate Limit. 17."Property damage" means: a.Physical injury to tangible property,including all resulting loss of use of that property.All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is not physically injured.All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. Page 16 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 For the purposes of this insurance, electronic data is not tangible property. As used in this definition,electronic data means information,facts or programs stored as or on, created or used on,or transmitted to or from computer software,including systems and applications software,hard or floppy disks,CD- ROMs,tapes,drives,cells,data processing devices or any other media which are used with electronically controlled equipment. 18."Suit"means a civil proceeding in which damages because of "bodily injury","property damage"or "personal and advertising injury"to which this insurance applies are alleged."Suit" includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 19."Temporary worker"means a person who is furnished to you to substitute for a permanent "employee"on leave or to meet seasonal or short- term workload conditions. 20."Volunteer worker"means a person who is not your "employee",and who donates his or her work and acts at the direction of and within the scope of duties determined by you,and is not paid a fee,salary or other compensation by you or anyone else for their work performed for you. 21."Your product": a.Means: (1)Any goods or products,other than real property,manufactured,sold,handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2)Containers (other than vehicles), materials,parts or equipment furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness,quality, durability,performance or use of "your product"; and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 22."Your work": a.Means: (1)Work or operations performed by you or on your behalf; and (2)Materials,parts or equipment furnished in connection with such work or operations. b.Includes: (1)Warranties or representations made at any time with respect to the fitness,quality, durability,performance or use of "your work"; and (2)The providing of or failure to provide warnings or instructions. Page 1 of 2 DCG 03 00 01 96 Copyright, Insurance Services Office, Inc., 1994 POLICY NUMBER: 55564E214AEM COMMERCIAL GENERAL LIABILITY CG 03 00 01 96 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DEDUCTIBLE LIABILITY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Coverage Bodily Injury Liability OR SCHEDULE Amount and Basis of Deductible PER CLAIM or PER OCCURRENCE $1,000 $ Property Damage Liability $1,000 $ OR Bodily Injury Liability and/or $1,000 $ Property Damage Liability Combined (If no entry appears above,information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) APPLICATION OF ENDORSEMENT (Enter below any limitations on the application of this endorsement.If no limitation is entered,the deductibles apply to damages for all "bodily injury"and "property damage",however caused): A.Our obligation under the Bodily Injury Liability and Property Damage Liability Coverages to pay damages on your behalf applies only to the amount of damages in excess of any deductible amounts stated in the Schedule above as applicable to such coverages. B.You may select a deductible amount on either a per claim or a per "occurrence"basis.Your selected deductible applies to the coverage option and to the basis of the deductible indicated by the placement of the deductible amount in the Schedule above.The deductible amount stated in the Schedule above applies as follows: 1.PER CLAIM BASIS.If the deductible amount indicated in the Schedule above is on a per claim basis, that deductible applies as follows: a.Under Bodily Injury Liability Coverage,to all damages sustained by any one person because of "bodily injury"; b.Under Property Damage Liability Cover- age,to all damages sustained by any one person because of "property damage"; or c.Under Bodily Injury Liability and/or Property Damage Liability Coverage Combined,to all damages sustained by any one person because of: (1)"Bodily injury"; (2)"Property damage"; or (3)"Bodily injury"and "property damage" combined as the result of any one "occurrence". If damages are claimed for care,loss of serv- ices or death resulting at any time from "bodily injury",a separate deductible amount will be applied to each person making a claim for such damages. With respect to "property damage",person includes an organization. CG 03 00 01 96 DPage 2 of 2 Copyright, Insurance Services Office, Inc., 1994 2.PER OCCURRENCE BASIS.If the deductible amount indicated in the Schedule above is on a "per occurrence"basis,that deductible amount applies as follows: a.Under Bodily Injury Liability Coverage,to all damages because of "bodily injury"; b.Under Property Damage Liability Cover- age,to all damages because of "property damage"; or c.Under Bodily Injury Liability and/or Property Damage Liability Coverage Combined,to all damages because of: (1)"Bodily injury"; (2)"Property damage"; or (3)"Bodily injury"and "property damage" combined as the result of any one "occurrence",regard- less of the number of persons or organizations who sustain damages because of that "occurrence". C.The terms of this insurance,including those with respect to: 1.Our right and duty to defend the insured against any "suits"seeking those damages; and 2.Your duties in the event of an "occurrence", claim, or "suit" apply irrespective of the application of the deductible amount. D.We may pay any part or all of the deductible amount to effect settlement of any claim or "suit" and,upon notification of the action taken,you shall promptly reimburse us for such part of the deductible amount as has been paid by us. COMMERCIAL GENERAL LIABILITY CG 22 33 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - TESTING OR CONSULTING ERRORS AND OMISSIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury and Property Damage Liability and paragraph 2. Exclusions of Section I - Coverage B - Personal and Advertising Injury Liability: This insurance does not apply to "bodily injury","property damage" or "personal and advertising injury" arising out of: 1.An error, omission, defector deficiency in: a.Any test performed; or b.An evaluation, a consultation or advice given; by or on behalf of any insured; 2.The reporting of or reliance upon any such test, evaluation, consultation or advice; or 3.An error,omission,defect or deficiency in experimental data or the insured's interpretation of that data. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring,employment,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage",or the offense which caused the "personal and advertising injury",involved that which is described in Paragraph 1., 2. or 3. CG 22 33 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 22 43 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - ENGINEERS, ARCHITECTS OR SURVEYORS PROFESSIONAL LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury and Property Damage Liability and Paragraph 2. Exclusions of Section I -Coverage B -Personal and Advertising Injury Liability: This insurance does not apply to "bodily injury", "property damage"or "personal and advertising injury" arising out of the rendering of or failure to render any professional services by you or any engineer,architect or surveyor who is either employed by you or performing work on your behalf in such capacity. Professional services include: 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. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring,employment,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage",or the offense which caused the "personal and advertising injury",involved the rendering of or failure to render any professional services by you or any engineer,architect or surveyor who is either employed by you or performing work on your behalf in such capacity. CG 22 43 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 21 49 09 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TOTAL POLLUTION EXCLUSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Exclusion f.under Paragraph 2.,Exclusions of Section I - Coverage A -Bodily Injury and Property Damage Liability is replaced by the following: This insurance does not apply to: f. Pollution (2) Any loss, cost or expense arising out of any: (a)Request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor,clean up,remove, contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of "pollutants"; or Claim or suit by or on behalf of a govern-mental authority for damages because of testing for, monitoring,cleaning up,removing,containing, treating,detoxifying or neutralizing,or in any way responding to,or assessing the effects of, "pollutants". (1)"Bodily injury"or "property damage"which would not have occurred in whole or part but for the actual, alleged or threatened discharge,dispersal,seepage, migration,release or escape of "pollutants"at any time. (b) Page 1 of 1CG 21 49 09 99 Copyright, Insurance Services Office, Inc., 1998 SSI-EE-CGL-95 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 Named Insured: Black Sage Environmental Inc Policy No: 55564E214AEM Endorsement No: 6 Effective Date: January 15, 2021 Premium: Included THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENVIRONMENTAL & ENERGY LIABILITY INSURANCE COMMERCIAL GENERAL LIABILITY COVERAGE PRIMARY/NON-CONTRIBUTORY COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION – IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 4 Other Insurance Condition and supersedes any provision to the contrary: PRIMARY/NON-CONTRIBUTORY - If required by written contract or written agreement executed prior to the date of loss, the insurance afforded by this policy to the additional shall be primary, and any insurance or self-insurance maintained by such additional insured(s) and naming such additional insured as the named insured shall not contribute to the insurance afforded to such additional insured by this policy. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________________________________________ President Secretary POLICY N UMBER: COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OW NERS, LESSEES ORCONTRACTORS...... SCHEDULED PE RSON OR ORGANIZATIO N This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Location(s) Of Covered Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.Section II - Who Is An Insured is amended toinclude as an additional insured the person(s) ororganization(s) shown in the Schedule, but onlywith respect to liability for "bodily injury", "propertydamage" or "personal and advertising injury"caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on yourbehalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additionalinsured only applies to the extent permitted bylaw; and 2.If coverage provided to the additional insured isrequired by a contract or agreement, theinsurance afforded to such additional insuredwill not be broader than that which you arerequired by the contract or agreement toprovide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additionalexclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts orequipment furnished in connection with suchwork, on the project other ( than service,maintenance or repairs) to be performed by oron behalf of the additional insured(s) at thelocation of the covered operations has beencompleted; or 2.That portion of "your work" out of which theinjury or damage arises has been put to itsintended use by any person or organizationother than another contractor or subcontractorengaged in performing operations for a principal as a part of the same project. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 City of San Diego, its officers, officials, employees, and volunteers City of San Diego "all operations"1200 Third Avenue, Suite 200 San Diego, CA 92101 Section III- Limits of Insurance: If coverage provided to the additional Insured is required by a contract agreement The most we will pay on behalf of the insured Is the amount of insurance: 1.Required by the contract agreement Or Insurance shown in the Declarations Whichever is less. This endorsement shall not increase applicable limits of insurance shown in the Declarations. 55564E214AEM POLICY NUMBER:55564E214AEM COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Section II -Who Is an Insured is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule,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: 1.In the performance of your ongoing operations; or 2.In connection with your premises owned by or rented to you. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A.B.With respect to the insurance afforded to these additional insureds, the following is added to Section Ill - Limits of Insurance: If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional insured is the amount of insurance: 1. 2. Required by the contract or agreement; or Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the shown in theapplicable Limits of Insurance Declarations. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 SCHEDULE Name of Additional Insured Person(s) Or Organization(s): City of San Diego, its officers, officials, employees, and volunteers City of San Diego "all operations" 1200 Third Avenue, Suite 200 San Diego, CA 92101 Information required to complete this Schedule if not shown above, will be shown in the Declarations.1 POLICY NUMBER: 55564E214AEM COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations City of San Diego, its officers, officials, employees, and volunteers City of San Diego "all operations"1200 Third Avenue, Suite 200 San Diego, CA 92101 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.Section II - Who Is An Insured is amended toinclude as an additional insured the person(s) ororganization(s) shown in the Schedule, but only withrespect to liability for "bodily injury" or "propertydamage" caused, in whole or in part, by "your work"at the location designated and described in theSchedule of this endorsement performed for thatadditional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additionalinsured only applies to the extent permitted bylaw; and 2.If coverage provided to the additional insured isrequired by a contract or agreement, theinsurance afforded to such additional insured willnot be broader than that which you are requiredby the contract or agreement to provide for suchadditional insured. B.With respect to the insurance afforded to theseadditional insureds, the following is added to Section Ill-Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits ofInsurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: 55564E214AEM COMMERCIAL GENERAL LIABILITY CG 22 64 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PESTICIDE OR HERBICIDE APPLICATOR- - LIMITED POLLUTION COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE With respect to the operations shown in the Schedule, Paragraph (1)(d)of Exclusion f.of Section I -Coverage A -Bodily Injury and Property Damage Liability does not apply if the operations meet all standards of any statute,ordinance,regulation or license requirement of any federal,state or local government which apply to those operations CG 22 64 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 Description of Operations: Pest Control Operator/Ground Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. POLICY #:55564E214AEM ITEM 1.NAMED INSURED:Black Sage Environmental Inc BROKER NAME:Hull & Company - Stockton ADDRESS:P.O. Box 154004 ADDRESS:3247 West March Lane, Suite 110 San Diego, CA 92195 Stockton, CA 95219 ITEM 2.POLICY PERIOD: FROM: January 15, 2021 TO: January 15, 2022 ITEM 3. $1,000,000 $2,000,000 ITEM 4. Each Claim: $1,000 President Secretary 1/8/2021 DATE SSI-EE-OCC-CPL-DEC (04-16) CONTRACTORS POLLUTION LIABILITY COVERAGE PART OCCURRENCE SUPPLEMENTAL DECLARATIONS NOTICE: THIS INSURANCE CONTRACT IS WITH AN INSURER NOT LICENSED TO TRANSACT INSURANCE IN THE NAMEDINSURED’S STATE OF DOMICILE AND IS ISSUED AND DELIVERED AS A SURPLUS LINES COVERAGE PURSUANT TO THEINSURANCE STATUTES. IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. LIMITS OF INSURANCE Each Pollution Condition Limit: In the Aggregate: DEDUCTIBLE REFER TO PACKAGE POLICY DECLARATIONS SSI-EE-COM-01 (03-16) FOR THE SCHEDULE OF FORM(S) AND ENDORSEMENT(S) ATTACHED TO THIS COVERAGE PART, AS WELL AS POLICY PREMIUM AND INSTRUCTIONS ON HOW TO PROVIDE NOTICE TO THE INSURER. The Insurer hereby causes this Policy to be signed by a duly authorized representative of the Insurer. DECLARATIONS STARSTONE SPECIALTY INSURANCE COMPANY Harborside 5 185 Hudson Street, Suite 2600 Jersey City, New Jersey 07311 855-275-6041 Harborside 5 185 Hudson Street, Suite 2600 Jersey City, NJ 07311 Tel: 855-275-6041 www.starstone.com SSI-EE-CPL-31 03-16 “Includes copyrighted material of Insurance Services Office, Inc. with its permission” Page 1 of 12 ENVIRONMENTAL & ENERGY LIABILITY INSURANCE CONTRACTORS POLLUTION LIABILITY COVERAGE OCCURRENCE FORM THIS COVERAGE FORM PROVIDES OCCURRENCE COVERAGE. CLAIMS EXPENSES ARE INCLUDED WITHIN THE DEDUCTIBLE AMOUNT AND THE LIMITS OF INSURANCE WILL BE REDUCED BY CLAIMS EXPENSES. PLEASE READ THE ENTIRE FORM CAREFULLY. Various provisions in this policy restrict coverage. This is limited insurance. It does not provide Commercial General Liability Coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Contractors Pollution Liability Coverage Supplemental Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II – Who Is an Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V–Definitions. SECTION I – COVERAGES CONTRACTOR’S POLLUTION LIABILITY 1.Insuring Agreement A.We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any “claim” or "suit" that may result. But: (1)The amount we will pay for damages and “claims expenses” is limited as described in Section III -Limits of Insurance and Deductible; and (2)Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or “claims expenses”. No other obligation or liability to pay sums or perform acts or services is covered. B.This insurance applies to "bodily injury" and "property damage" only if: (1)The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2)The "bodily injury" or "property damage" occurs during the policy period; and (3) The “bodily injury” or “property damage” results from a “pollution condition” that arises out of “your work”. If such "bodily injury" or "property damage" takes place during multiple policy periods for policies issued by us, all "bodily injury" or "property damage" will be deemed to have taken place during the earliest period during which the "bodily injury" or "property damage" commenced. C.Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". 2.Exclusions This insurance does not apply to: SSI-EE-CPL-31 03-16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2 of 12 A.Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. B.Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1)That the insured would have in the absence of the contract or agreement; or (2)Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a)Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b)Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. C.Workers' Compensation and Similar Laws “Claims” or “suits” arising as a result of any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. D. Employer's Liability "Bodily injury" to: (1)An "employee" of the insured arising out of and in the course of: (a)Employment by the insured; or (b)While performing duties related to the conduct of the insured's business; or (2)The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (A) Whether the insured may be liable as an employer or in any other capacity; and (B) To any obligation to share damages with or repay someone else who must pay damages because such “bodily injury”. This exclusion does not apply to liability assumed by the insured under an "insured contract". E.Aircraft, Auto or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto", rolling stock or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and loading or unloading of property into, onto or from an aircraft, watercraft, rolling stock or "auto". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto", rolling stock or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to liability for damages arising from (1) The transportation of materials; (a) If not on public roads, by an “auto” or rolling stock; and (b) By any “auto”, forklift or watercraft that is owned or operated by or rented or loaned to any insured within the boundaries of the job site where “your work” is being performed. SSI-EE-CPL-31 03-16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 3 of 12 F. Transportation “Bodily injury” or “property damage” arising from any waste, products or materials transported, shipped or delivered via aircraft, “auto,” rolling stock, watercraft or any other mode of transportation to a location beyond the boundaries of the job site where “your work” is being performed, whether by you or on your behalf. This exclusion does not apply to liability for damages arising from 1) The transportation of materials; (a) If not on public roads, by an “auto” or rolling stock; and (b) By any “auto”, forklift or watercraft that is owned or operated by or rented or loaned to any insured within the boundaries of the job site where “your work” is being performed. G.War "Bodily injury" or "property damage" based upon, arising out of any consequence, whether direct or indirect, of war, invasion, act of foreign enemy, terrorism, civil war, rebellion, revolution, insurrection or military or usurped power. H.Damage to Property "Property damage" to: (1)Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2)Premises you sell, give away or abandon, or (3)Property loaned to you. This exclusion does not apply to "Property damage" arising from a “pollution condition” at or from the insured’s temporary rental, lease of use or non owned property used to house equipment and materials in connection with and located within the boundaries of the job site where “your work” is being performed. I. Products Liability "Bodily injury" or "property damage" arising out of "your product," including but not limited to damage to “your product.” This exclusion does not apply to materials, parts or equipment furnished in connection with “your work” or operations. J.Damage to Your Work "Property damage"to "your work"arising out of it or any part of it and included in the "products- completed operations hazard". This exclusion does not apply A)To “Replacement cost”, or B)If the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. K. Non Owned Disposal Sites “Bodily injury” or “property damage” resulting from a “pollution condition” at or from a “non-owned disposal site”. SSI-EE-CPL-31 03-16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 4 of 12 L.Executive Officer “Bodily injury” or “property damage” arising from your services and/or capacity as an “executive officer”, director, partner, trustee or “employee” of a business enterprise not named in the Contractors Pollution Liability Coverage Supplemental declarations. M.Other Enterprises “Bodily injury” or “property damage” 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 Contractors Pollution Liability Coverage Supplemental Declarations. This exclusion does not apply to organization which you newly acquire or form that the named insured has at least fifty percent (50%) or more of the outstanding stock or ownership interest and 1) The named insured advises us within thirty (30) days of your acquiring or forming such organization, and 2) There shall be no coverage for any “Bodily injury” or “property damage” resulting from a “pollution condition” arising prior the named insured advising us of such organization N. Non-Compliance “Bodily injury” or “property damage” arising out of your intentional, willful or deliberate non- compliance with any statute, regulation, ordinance, administrative complaint, notice of violation, notice letter, executive order or instruction of any governmental or public agency or body either before or after coverage inception. O. Injunctive Relief, Declaratory Relief, Fines, Assessments and Penalties 1. Any “suits” or “claims” seeking solely injunctive relief or declaratory relief; or 2. Any fines, assessments, and penalties unless insuring fines, assessments and penalties is allowed by law. P.Professional Services “Bodily injury” or “property damage” arising out of the rendering of or failure to render professional services by you or any contractor or subcontractor working on your behalf, including the preparation or approval of maps, drawings, opinions, reports, surveys, designs, specifications or engineering services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured which resulted in the “bodily injury” or “property damage, except this exclusion does not apply to damaged work or the work out of which the damage arises due to improper supervision or lack of supervision of a subcontractor of the insured. Q.Other Insured Any “claim” made or “suit” brought by or on behalf of: (1) Your parent corporation, a subsidiary of your parent corporation or your subsidiary; or (2) Any insured against any other insured covered under this insurance. This exclusion does not apply to a person or organization who would not be an insured under this policy except for an endorsement to this policy adding them as an additional insured. R. Known Injury or Damage “Bodily injury” or “property damage” arising out of any “pollution condition” which occurred prior to the inception date of this policy, if any insured knew or could have reasonably foreseen that such “pollution condition” would give rise to a “claim” or “suit” and did not disclose to us. S. Owned, Leased or Occupied Locations “Bodily injury” or “property damage” arising out of any work performed or operations taking place at any location that is or previously was owned, leased or occupied by the named insured. SSI-EE-CPL-31 03-16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 5 of 12 T. Exterior Insulation and Finish Systems (EIFS) “Bodily injury” or “property damage” arising out of, caused by, or attributable to, whether in whole or in part, the following: (1) The design, manufacture, construction, fabrication, preparation, distribution and sale, installation, application, maintenance or repair, including remodeling, service, correction, or replacement of an “exterior insulation and finish system” or any part thereof, or any substantially similar system or any part thereof, including the application or use of conditioners, primers, accessories, flashings, coatings, caulking or sealants in connection with such a system. (2) “Your product,” “your work” or any work or operations with respect to any exterior component, fixture or feature of any structure if an “exterior insulation and finish system”, or any substantially similar system, is used on the part of that structure containing that compound, feature or fixture. This exclusion applies to all work performed by you or on your behalf. SECTION II – WHO IS AN INSURED 1.If you are designated in the Contractors Pollution Liability Coverage Supplemental Declarations as: A.An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. B.A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. C.A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. D.An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. E.A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2.Each of the following is also an insured: A.Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of “your work” 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: (1)With respect to liability arising out of the maintenance or use of that property; and (2)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 Coverage Part. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Contractors Pollution Liability Coverage Supplemental Declarations. SSI-EE-CPL-31 03-16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 6 of 12 SECTION III – LIMITS OF INSURANCE AND DEDUCTIBLE 1.The Limits of Insurance shown in the Contractors Pollution Liability Coverage Supplemental Declarations and the and the rules below fix the most we will pay under this Coverage Part regardless of the number of: A. Insureds; B. “Claims” made or "suits" brought; or C. Persons or organizations making “claims” or bringing "suits’; or D. Governmental actions taken with respect to “cleanup costs” 2.The Contractors Pollution Liability Aggregate Limit is the most we will pay for the sum of all damages and “claims expenses” under this Coverage Part. 3.Subject to 2. above, the Each Pollution Condition Limit is the most we will pay for the sum of all damages and “claims expenses” because of all “bodily injury” or “property damage” arising out of any one “pollution condition”. 4.Subject to 3. above, our obligation under this insurance to pay damages and “claims expenses” on behalf of the insured only applies in excess of the Deductible Amount shown in the Contractors Pollution Liability Coverage Supplemental Declarations for the sum of all damages and “claims expenses” because of all "bodily injury” or “property damage” arising out of any one “pollution condition”. If we attempt to settle any “claim” by “mediation”, the Deductible Amount shown in the Contractors Pollution Liability Coverage Supplemental Declarations shall be waived up to a maximum of $25,000.00. We will reimburse the insured as soon as practical for any qualifying deductible amount which was already paid by the insured prior to the “mediation”. 5.All "claims expenses" shall first be subtracted from the available Limits of Insurance under this Coverage Part, with the remainder, if any, being the amount available to pay damages. If an available Limit of Insurance is exhausted prior to settlement or judgment of any pending “claim” or "suit", we shall have the right to withdraw from the further investigation or defense thereof by tendering control of such investigation or defense to the insured. 6.If we have paid any amount as a result of this Coverage Part, for damages or "claims expenses" in excess of the Limits of Insurance or within the Deductible Amount, you shall be liable to us for such amounts and, upon demand, shall pay such amounts to us. We shall not make any payment in excess of the Limits of Insurance without your consent. 7.We, at our sole election and option, may either: A.Pay any part or all of the Deductible Amount to effect settlement of any “claim”; or B.Simultaneously upon receipt of notice of any “claim” or at any time thereafter, call upon you to pay or deposit with us all or any part of the Deductible Amount, to be held and applied by us as herein provided. 8.The Limits of Insurance of this Coverage Part apply to the policy period as shown in the Contractors Pollution Liability Coverage Supplemental Declarations and to any extension or contraction of that policy period. SECTION IV – CONDITIONS 1.Duties in The Event of a “Pollution Condition”, “Claim” Or “Suit” A.You must see to it that we are notified as soon as practicable of a “pollution condition” which may result in a “claim” or “suit”. To the extent possible, notice should include: (1)How, when and where the “pollution condition” took place; (2)The names and addresses of any injured persons and witnesses; (3)The nature and location of any injury or damage arising out of the “pollution condition”; and SSI-EE-CPL-31 03-16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 7 of 12 (4) The actions taken by or on behalf of the insured to respond to the “pollution condition”, including “emergency response expenses” incurred. B.If a “claim” is made or "suit" is brought against any insured, you must: (1)Immediately record the specifics of the “claim” or "suit" and the date received; and (2) You must see to it that we receive written notice of the “claim” or "suit" as soon as practicable. C.You and any other involved insured must: (1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the “claim” or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation or settlement of the “claim” or defense against the "suit"; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. D.No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 2.Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this Coverage Part, our obligations are limited as follows: A. Excess Insurance This insurance is excess over any other applicable insurance, whether or not such insurance is stated to be primary, excess, catastrophe, umbrella, contingent or on any other basis. We will have no duty to defend the insured against any “suit” that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured’s rights against all those other insurers. We will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Contractors Pollution Liability Coverage Supplemental Declarations. B.Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 3.Endorsements to This Coverage Part Reference to Contractors Pollution Liability Coverage Part in any endorsement that is attached to or made a part of this Coverage Part, shall be understood to mean this Coverage Part. SECTION V – DEFINITIONS 1."Auto" means: A.A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or SSI-EE-CPL-31 03-16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 8 of 12 B.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 2."Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. “Bodily injury” includes A.Mental anguish or other mental injury, including shock or medical monitoring resulting from “bodily injury”. and B.Civil fines, penalties or assessments and where allowable by law, punitive, exemplary, or multiple damages. 3. “Claim” or “claims” means a written request or a written demand, including the institution of “suit” or arbitration proceedings against any insured, received by you or us and seeking the payment of damages by an insured. 4.“Claim expenses” means fees and expenses that are incurred by us, or by an attorney retained by us, in the investigation, settlement, defense or appeal of a “claim” or “suit”. Such expenses include: A. Reasonable expenses an insured incurs at our request while helping us to investigate or defend a “claim” or “suit”, but we will not pay more than $500 a day to any insured who attends as a witness any trial, deposition or interrogatory at which the company has requested the insured’s attendance, or when such attendance is required by the court. The maximum amount payable for all such expenses shall not exceed $5,000 as a total aggregate for the policy period. B. If incurred by us, or by the insured with our written consent, costs taxed against the insured in the “suit”, pre-judgment interest and post-judgment interest. “Claim expenses” do not include salaries of our employees or our officials. 5. “Cleanup costs” means reasonable and necessary expenses incurred in the investigation, evaluation, monitoring, testing, removal, containment, treatment, response, disposal, remediation, detoxification or neutralization of any “pollutants” from property or “natural resources”, provided that such expenses result from “your work”, and that such expenses: A. Are required by applicable environmental laws, rules, regulations, or ordinances, or specifically mandated by court order, the government or any political subdivision or agency of the United States of America or any state or municipality thereof, or Canada or any province thereof; or B. Have actually been incurred by the government or any political subdivision or agency of the United States of America or any state or municipality thereof,or Canada or any province thereof,or by any third parties; or C. result from “Emergency response expenses” “Cleanup cost” also includes “replacement cost” 6."Coverage territory" means: A. The United States of America (including its territories and possessions), Gulf of Mexico, Puerto Rico and Canada; B. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in A. above; or C.All other parts of the world if the injury or damage arises out of: (1)The injury or damage arises out of the activities of a person whose home is in the territory described in A. above, but is away for a short time on your business; or (2) The insured's responsibility to pay damages is determined in a "suit" on the merits, in the territory described in A. above or in a settlement we agree to. 7.“Emergency response expenses” means reasonable cost incurred by the named insured or affiliated entity in response to a “pollution condition, subject to all requirements and provisions set forth in the policy, and additionally: SSI-EE-CPL-31 03-16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 9 of 12 A) The “pollution condition” is discovered no later than seven (7) calendar days after its commencement, and B) The “pollution condition” is reported to us no later than thirty (30) calendar days after its commencement “Emergency response expenses” are considered damages under this policy and are not “claim expense.” 8."Employee" includes a "leased worker" and/or "temporary worker" working on behalf of and under direct supervision of you, but only for “your work”. 9."Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. “Exterior insulation and finish system” means a non-load bearing exterior cladding or finish system, and all component parts therein, used on any part of any structure, and consisting of: A. A rigid or semi-rigid insulation board made of expanded polystyrene and other materials; B. This adhesive and/or mechanical fasteners used to attach the insulation board to the substrate; C. A reinforced or unreinforced base coat; D. A finish coat providing surface texture to which color may be added; and E. Any flashing, caulking or sealant used with the system for any purpose. 11. “Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: A.It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or B.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: A.The repair, replacement, adjustment or removal of "your product" or "your work"; or B.Your fulfilling the terms of the contract or agreement. 12."Insured contract" means that part of any contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. “Insured Contract” does not include that part of any contract or agreement: (1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b)Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2)Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14.“Mediation” means the intervention of a neutral third party to effect resolution or closure of a “claim”. 15."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: SSI-EE-CPL-31 03-16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 10 of 12 A.Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; B.Vehicles maintained for use solely on or next to premises you own or rent; C.Vehicles that travel on crawler treads; D.Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1)Power cranes, shovels, loaders, diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapers or rollers. E.Vehicles not described in A., B., C. or D. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower workers. F.Vehicles not described in A., B., C. or D. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a)Snow removal; (b)Road maintenance, but not construction or resurfacing; or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law is considered "autos". 16.“Natural resources” means land, surface water, subsurface strata or air. 17. “Natural resources damages”means physical injury to or destruction of, as well as the assessment of such injury or destruction, including the resulting loss of value of land, fish, wildlife, biota, air, water, groundwater, drinking water supplies, and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States (including the resources of the fishery conservation zone established by the Magnuson-Stevens Fishery Conservation and Management Act (16 U.S.C. 1801 et. seq.)), any State, Local or Provincial government, any foreign government, any Native American tribe or, if such resources are subject to a trust restriction on alienation, any member of a Native American tribe. 18. “Non Owned Disposal Site” means a facility or site that is used for treatment, transfer, landfill, storage or disposal of any “pollutants” which is not owned, operated, leased or maintained by the named insured or affiliated entity. 19.“Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 20. "Pollutants" mean any solid, liquid, gaseous or thermal or biological substance, material, matter, medical, infectious or pathological waste, irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste and naturally occurring radioactive material. SSI-EE-CPL-31 03-16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 11 of 12 21.“Pollution condition” means the discharge, dispersal, seepage, migration, release or escape of “pollutants”. In the event of related “pollution conditions”, or of the continuation of the same or related “pollution conditions” over any period of time, such “pollution conditions” shall be deemed to be one “pollution condition”. 22. "Products-completed operations hazard": A. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. B. Does not include "bodily injury" or "property damage" arising out of: (1)The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2)The existence of tools, uninstalled equipment or abandoned or unused material. 23. "Property damage" means: A. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or B.Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time such loss of use first manifests itself; or C.“Cleanup cost” or D.“Natural Resource Damages.” 24. “Replacement cost” means reasonable expenses incurred by the named insured to repair or replace real property or physical improvements to such real property that were made prior to the “pollution condition” and damaged during the course of responding to the “pollution condition”. “replacement cost” does not include cost associated with improvements of real property. 25. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" to which this insurance applies are alleged. "Suit" includes: A.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or B.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 26."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 27."Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 28."Your product": A.Means: SSI-EE-CPL-31 03-16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 12 of 12 (1)Any goods or products, including waste, other than real property, manufactured, sold, handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2)Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. B.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2)The providing of or failure to provide warnings or instructions. C.Does not include vending machines or other property rented to or located for the use of others but not sold. 29."Your work": A.Means: (1)Work or operations performed by you or on your behalf; and (2)Materials, parts or equipment furnished in connection with such work or operations. B.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2)The providing of or failure to provide warnings or instructions. __________________________________________________________________ President Secretary SSI-EE-CPL-38 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 Named Insured: Black Sage Environmental Inc Policy No: 55564E214AEM Endorsement No: 7 Effective Date: January 15, 2021 Premium: Included THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENVIRONMENTAL & ENERGY LIABILITY INSURANCE CONTRACTORS POLLUTION LIABILITY COVERAGE SAMPLE DISPOSAL LIABILITY ENDORSEMENT This endorsement modifies insurance provided under the f o l l o w i n g : CONTRACTORS POLLUTION LIABILITY COVERAGE PART SECTION V – DEFINITIONS is amended add the following to the definition of 29. “Your Work,”, Part B (3).The collection, storage and disposal of “samples” The following definition is added: “Samples” means any solid, liquid, gaseous, biological material, naturally occurring radioactive m a t e r i a l , matter including smoke, soot, vapors, fumes, acids, alkalis, chemicals, hazardous substances, hazardous materials or waste materials collected for analytical testing. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________________________________________ President Secretary SSI-EE-CPL-40 (04-20) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 4 Named Insured: Black Sage Environmental Inc Policy No: 55564E214AEM Endorsement No: 8 Effective Date: January 15, 2021 Premium: Included MOLD COVERAGE ENDORSEMENT THIS ENDORSEMENT PROVIDES CLAIMS-MADE COVERAGE. CLAIMS EXPENSES ARE INCLUDED WITHIN THE DEDUCTIBLE AMOUNT AND THE LIMITS OF INSURANCE WILL BE REDUCED BY CLAIMS EXPENSES. PLEASE READ THE ENTIRE ENDORSEMENT CAREFULLY. This endorsement modifies insurance provided under the following: CONTRACTORS POLLUTION LIABILITY COVERAGE PART RETROACTIVE DATE: 1/15/2018 1)For the purposes of this endorsement,CONTRACTORS POLLUTION LIABILITY COVERAGE PART, DEFINITIONS is amended to include the following additional DEFINITIONS “Mold Pollution Condition”means the discharge,dispersal,seepage,migration,growth,release or escape of any mold,or mildew,or their spores,scent,vapor or gas or byproducts,or any reproductive body or matter produced by any such mold or,mildew.In the event of related “mold pollution conditions”,or of the continuation, progression,change or resumption of the same or related “pollution conditions”over any period of time,such“pollution conditions” shall be deemed to be one “mold pollution condition”. 2) In consideration of the premium paid for purposes of this Mold Coverage Endorsement,Common Policy Exclusions,B)Mold,Organic Pathogen and Communicable Disease Exclusion is hereby deleted,and the following exclusion is added: MOLD, ORGANIC PATHOGEN and COMMUNICABLE DISEASE EXCLUSION This Coverage does not apply to: (1) "Bodily i n j u r y , ” "personal and advertising injury" or "claim" arising from the actual, alleged, threatened or suspected discharge, dispersal, seepage, migration, g r o w t h , release or escape of, inhalation of, ingestion of, exposure to, transmission of, or contact with any "organic pathogen”, except mold or mildew, or “communicable disease,” at any time, whether indoors or outdoors. (2) "Property damage" or "claim" arising from the actual, alleged, threatened, or suspected discharge, dispersal, seepage, migration, g r o w t h , release, escape of, exposure to, transmission of, or contact with any "organic pathogen," except mold or mildew, or “communicable disease,” at any t i m e , w h e t h e r SSI-EE-CPL-40 (04-20) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2 of 4 i n d o o r s o r o u t d o o r s . (3)Any loss, cost or expense arising out of a n y : (a)Request,demand,order or statutory or regulatory requirement that any insured or others test for, monitor,clean up,remove,contain treat,detoxify or neutralize,or in any way respond to,or assess the effects of any "organic pathogen",except for mold or mildew that results from a Mold Pollution Condition, or “communicable disease”; or (b) "Claim" or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding t o , or assessing the effects of, any "organic pathogen", except mold or mildew that results from a Mold Pollution Condition, or “communicable disease” "Organic pathogen" means any organic contaminant, bacteria, virus, fungus, mold, mildew, mycotoxin or other metabolic products, or their spores, scent, vapor or gas or byproducts, or any reproductive body they produce, whether capable of causing capable of being transmitted directly or indirectly from surface to surface, person to person, contact with surfaces, by water, by air or any other means. “Organic pathogen” includes all substances which cause both “bodily injury,” and “property damage,” and all substances which only cause “bodily injury” or “property damage.” “Communicable disease” means illness, disease or infection that may be transmitted directly or indirectly from one individual to another, whether caused by “organic pathogen” or other means. This exclusion applies regardless of any other cause or event that contributed concurrently or in any sequence to the “bodily injury”, “property damage,” “personal and advertising injury” or “claim.” 3)For the purposes of this endorsement,CONTRACTORS POLLUTION LIABILITY COVERAGE,SECTION I – COVERAGES,CONTRACTOR’S POLLUTION LIABILITY,Paragraph 1.Insuring Agreement is deleted in its entirety and replaced by the following: Section I - COVERAGES – CONTRACTORS POLLUTION LIABILITY 1.Insuring Agreement A.We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any “claim” or "suit" that may result. But: (1) The amount we will pay for damages and “claims expenses” is limited as described in Section III – Limits of Insurance and Deductible; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements or “claims expenses” No other obligation or liability to pay sums or perform acts or services is covered. B.This insurance applies to "bodily injury" and "property damage" only if: (1)The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) “Your work” is not performed before the Retroactive Date as stated above, or after the end of the policy period; (3) The “bodily injury” or “property damage” results from a “Mold Pollution Condition” that arises out of “your work”; and SSI-EE-CPL-40 (04-20) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 3 of 4 (4)A claim for damages because of the "bodily injury" or "property damage" is first made against any insured, in accordance with Paragraph C. below, during the policy period or any Extended Reporting Period we provide under the Extended Reporting Periods as set forth in this endorsement. C. A claim by a person or organization seeking damages will be deemed to have been made at the earlier of the following times: (a)When notice of such “claim” is received and recorded by any “insured” or by us; or (b)When we make settlement in accordance with Paragraph 1.A. above. All “claims” for damages because of "bodily injury" to the same person, including damages claimed by any person or organization for care, loss of services, or death resulting at any time from the "bodily injury", will be deemed to have been made at the time the first of those “claims” is made against any insured. All “claims” for damages because of "property damage" causing loss to the same person or organization will be deemed to have been made at the time the first of those “claims” is made against any insured. 4)For the purposes of this endorsement, the following Extended Reporting Period Provisions are added: EXTENDED REPORTING PERIODS 1.This section applies only if; A.This Coverage is canceled or not renewed for any reason except non-payment of the premium, or any Deductible Amount, payable to us; or B. We renew or replace this Coverage with other Contractors Pollution Liability insurance that: (1) Has a Retroactive Date later than the date as shown in this endorsement; or (2) Does not apply on a claims made basis to "bodily injury" or "property damage" resulting from a “mold pollution condition”. 2.Extended Reporting Periods do not extend the policy period or change the scope of coverage provided. They apply to a “claim” for "bodily injury" or "property damage" only if: A."Bodily injury" or "property damage" results from a “mold pollution condition” that arises out of “your work”; and B.Your work” is not performed before the Retroactive Date as shown in this endorsement, or after the end of the policy period. Once in effect, Extended Reporting Periods may not be canceled. 3.A Basic Extended Reporting Period is automatically provided without additional charge. This period starts with the end of the policy period and lasts for: A. One year with respect to “claims”: (1)Because of "bodily injury" and "property damage" resulting from a “mold pollution condition” that arises out of “your work”; and (2)If that “pollution condition” arising out of “your work” is reported to and received by us not later than 60 days after the end of the policy period. B.Sixty days with respect to “claims” resulting from a “mold pollution condition” that arises out of “your work” and not previously reported to and received by us. The Basic Extended Reporting Period does not apply to “claims” that are covered under any subsequent insurance you purchase, or that would be covered but for exhaustion of the amount of insurance applicable to such “claims”. 4.Neither the Basic Extended Reporting Period nor the Supplemental Extended Reporting Period reinstates or increases the Limits of Insurance. 5.A Supplemental Extended Reporting Period of twelve (12), twenty-four (24), thirty-six (36), forty-eight (48) or sixty (60) months duration is available, but only by an endorsement and for an extra charge. This supplemental period starts when the Basic Extended Reporting Period, set forth in Paragraph 3. above, ends. We must receive from you a written request for the endorsement within 60 days after the end of the policy period. The Supplemental Extended Reporting Period will not go into effect unless you pay the additional premium promptly when due. SSI-EE-CPL-40 (04-20) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 4 of 4 We will determine the additional premium in accordance with our rules and rates. In doing so, we may take into account the following: A.The exposures insured; B.Previous types and amounts of insurance; C.Limits of Insurance available under this Coverage Part for future payment of damages; and D.Other related factors. Subject to a minimum premium, the additional premium for any Supplemental Extended Reporting Period shown below will not exceed the percentage shown next to it of the annual premium for this Coverage. Supplemental Extended Reporting Period Percentage of Annual Premium 12 months 100% 24 months 150% 36 months 200%This endorsement shall set forth the terms, not inconsistent with this Section, applicable to the Supplemental Extended Reporting Period, including a provision to the effect that the insurance afforded for claims first received during such period is excess over any other valid and collectible insurance available under policies in force after the Supplemental Extended Reporting Period starts. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________ President SSI-EE-CPL-41 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 4 Named Insured: Black Sage Environmental Inc Policy No: 55564E214AEM Endorsement No: 9 Effective Date: January 15, 2021 Premium: Included ENVIRONMENTAL & ENERGY LIABILITY INSURANCE CONTRACTORS POLLUTION LIABILITY COVERAGE NON OWNED DISPOSAL SITE(S) LIABILITY ENDORSEMENT PLEASE READ THE ENTIRE ENDORSEMENT CAREFULLY. THIS ENDORSEMENT PROVIDES CLAIMS-MADE COVERAGE. CLAIMS EXPENSES ARE INCLUDED WITHIN THE DEDUCTIBLE AMOUNT AND THE LIMITS OF INSURANCE WILL BE REDUCED BY CLAIMS EXPENSES. This endorsement modifies insurance provided under the following: CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE OF COVERED SITE(s): Any site storing or disposing of any material or waste generated from a job site where the insured is performing or has performed "your work" DEDUCTIBLE: Ded: $1,000 RETROACTIVE DATE: Retro Date: 01/15/2017 1)In consideration of the premium paid,SECTION I,Coverages,Paragraph 2,Exclusion K,Non Owned Disposal Site is hereby deleted. 2)For the purposes of this endorsement,CONTRACTORS POLLUTION LIABILITY COVERAGE, SECTION I –COVERAGES,CONTRACTOR’S POLLUTION LIABILITY,Paragraph 1.Insuring Agreement is deleted in its entirety and replaced by the following: 1.Insuring Agreement A.We will pay those sums in excess of the deductible shown in the above SCHEDULE that the insured becomes legally obligated to pay as damages because of “property damage" to which this insurance applies. We will have the right and duty to defend the insured against any “claim” or "suit" seeking those damages. However, we will have no duty to defend the insured against any “claim” or "suit" seeking damages for "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any “claim” or "suit" that may result. But: (1)The amount we will pay for damages and “claims expenses” is limited as described in Section III – Limits of Insurance. And (2)Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements or “claims expenses”. (3)The deducible amount stated in the SCHEDULE set forth above is applicable to each “claim” or “suit” and applies once to each “claim” or “suit” and applies to defense expense, investigation, settlement, compromise or indemnification. No other obligation or liability to pay sums or perform acts or services is covered. SSI-EE-CPL-41 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2 of 4 B.This insurance applies to "property damage" only if: (1)The "property damage" is caused by a “site pollution condition” that emanates from and migrated beyond the boundaries of a “non owned disposal site” as a result of the disposal of any material or waste generated from a job site where the insured is performing or has performed “your work” and emanates from a “covered site”; (2)The "property damage" is caused by a “site pollution condition” that first commences on or after the Retroactive Date shown in the Declarations; (3)A “claim”for damages because of the "property damage"is first made against any insured,in accordance with Paragraph C.below,during the policy period or any Extended Reporting Period we provide under the Extended Reporting Periods as set forth in this endorsement. (4) The “non owned disposal site” is not (a)owned, rented, or occupied by an insured (b)sold, given away or abandoned by an insured; (c)loaned to an insured; (5) The “non owned disposal site” is currently permitted and/or licensed by an applicable federal, state, provincial, or municipal authority as a treatment, storage or disposal facility at the time the material or waste is delivered or transferred to the “non owned disposal site;” and (6).The “non owned disposal site” is not listed on a proposed or final federal National Priorities List or Superfund database, or any state, provincial and/or municipal equivalent of the National Priorities List or Superfund database, at or prior to the time the material or waste is transferred to the “non owned disposal site” for treatment,storage or disposal, C.A “claim” by a person or organization seeking damages will be deemed to have been made at the earlier of the following times: (1)When notice of such “claim” is received and recorded by any “insured” or by us, (2)When we make settlement in accordance with Paragraph 1.a. above. All “claims”for damages because of "property damage"causing loss to the same person or organization will be deemed to have been made at the time the first of those “claims”is made against any insured. C)For the purposes of this endorsement, the following Extended Reporting Period Provisions are added: 1.This section applies only if; A.This Coverage Part is canceled or not renewed for any reason except non-payment of the premium, or any Deductible Amount, payable to us; or B. We renew or replace this Coverage Part with other Site Specific Pollution Liability insurance that: (1)Has a Retroactive Date later than the date shown in the Declarations of this endorsement; or (2)Does not apply on a claims made basis to "property damage" resulting from a “site pollution condition”. 2.The Extended Reporting Period does not extend the policy period or change the scope of coverage provided. The Extended Reporting Period applies to a “claim” for “property damage” only if: SSI-EE-CPL-41 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 3 of 4 A.The “property damage” results from a “site pollution condition” that emanates from a “non owned disposal site” and is scheduled as a “covered site”, and B.The “property damage” is caused by a “site pollution condition” that first commences on or after the Retroactive Date identified in the Declarations, and before the end of the policy period. 3.The Basic Extended Reporting Period is automatically provided without additional charge. This period starts with the end of the policy period and lasts for: A.One year with respect to “claims”: (1)Because of "property damage" resulting from a “site pollution condition” that emanates from a “non owned disposal site”, and (2)If that “site pollution condition” is reported to and received by us not later than 60 days after the end of the policy period. B.Sixty days with respect to “claims” resulting from a “site pollution condition” that emanates from a“non owned disposal site” and not previously reported to and received by us. The Basic Extended Reporting Period does not apply to “claims” that are covered under any subsequent insurance you purchase, or that would be covered but for exhaustion of the amount of insurance applicable to such “claims”. 4.Neither the Basic Extended Reporting Period nor the Supplemental Extended Reporting Period reinstates or increases the Limits of Insurance. 5.A Supplemental Extended Reporting Period of twelve (12), twenty-four (24) or thirty-six (36), months duration is available, but only by an endorsement and for an extra charge This supplemental period starts when the Basic Extended Reporting Period, set forth in Paragraph 3. above, ends. We must receive from you, a written request for the endorsement, and the applicable additional premium within 60 days after the end of the policy period. We will determine the additional premium in accordance with our rules and rates. In doing so, we may take into account the following: A.The exposures insured; B.Previous types and amounts of insurance; C.Limits of Insurance available under this Coverage for future payment of damages; and D.Other related factors. Subject to a minimum premium, the additional premium for any Supplemental Extended Reporting Period shown below will not exceed the percentage shown next to it of the annual premium for this Coverage. Supplemental Extended Reporting Period Percentage of Annual Premium 12 months 100% 24 months 150% 36 months 200% This endorsement shall set forth the terms, not inconsistent with this Section, applicable to the Supplemental Extended Reporting Period, including a provision to the effect that the insurance afforded for claims first received during such period is excess over any other valid and collectible insurance available under policies in force after the Supplemental Extended Reporting Period starts. D)For the purposes of this endorsement,CONTRACTORS POLLUTION LIABILITY COVERAGE PART, DEFINITIONS is amended to include the following additional DEFINITIONS 1.“Covered site” means a location as shown in the Schedule of Covered Site(s) above. SSI-EE-CPL-41 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 4 of 4 2.“Non Owned Disposal Site” means a facility or site that is used for treatment, transfer, landfill, storage or disposal of any “pollutants” which is not owned, operated, leased or maintained by the named insured or affiliated entity. 3.“Site pollution condition” means the discharge, dispersal, seepage, migration, release or escape of “pollutants” from a “Non Owned Disposal Site” that is scheduled as a “covered site”. In the event of related “site pollution conditions”, or the continuation, progression, change or resumption of the same or related “site pollution conditions” over any period of time, such “site pollution conditions” shall be deemed to be one “site pollution condition”. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________________________________________ President Secretary SSI-EE-CPL-43 (02-17) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 Named Insured: Black Sage Environmental Inc Policy No: 55564E214AEM Endorsement No: 10 Effective Date: January 15, 2021 Premium: Included THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENVIRONMENTAL & ENERGY LIABILITY INSURANCE CONTRACTORS POLLUTION LIABILITY COVERAGE ADDITIONAL INSURED ENDORSEMENT – OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the f o l l o w i n g : CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE: Name of Person or Organization: Any person or organization that is: 1.An owner of real or personal property on which you are performing operations or have performed operations pursuant to a written contract or written agreement, but only when specifically required written contract or written agreement, only the extent required by the written contract or written agreement, and only i f : a.The written contract or written agreement is executed prior to the date of loss; and b.A Certificate of Insurance evidencing that requirement has been issued by an insurance professional prior to the date of loss. 2.A contractor on whose behalf you are performing operations or have performed operations pursuant to a written contract or agreement, but only when required by that written contract or agreement, only the extent required by the written contract or agreement, and only if: a.The written contract or written agreement is executed prior to the date of loss; and b.A Certificate of Insurance evidencing that requirement has been issued by an insurance professional prior to the date of loss. SECTION II – WHO IS AN INSURED is amended to include as an additional insured the person or organization shown in the schedule above, but only with respect to liability caused, in whole or in part, by: your ongoing operations performed for the additional insureds pursuant to the written contract or written agreement; ”your work” performed pursuant to the written contract or written agreement and included in the “products-completed operations hazard”; or in connection with premises owned by or rented to you. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________________________________________ President Secretary SSI-EE-CPL-52 01/18 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 3 Named Insured: Black Sage Environmental Inc Policy No: 55564E214AEM Endorsement No: 11 Effective Date: January 15, 2021 Premium: Included THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY TRANSPORTATION POLLUTION LIABILITY ENDORSEMENT This endorsement modifies the insurance provided under: CONTRACTORS POLLUTION LIABILITY COVERAGE PART Schedule of Covered Autos All Owned & Leased Autos DEDUCTIBLE $1,000 1.For the purposes of this endorsement,Contractors Pollution Liability Coverage Part,Section I. Coverages,Contractor’s Pollution Liability,Paragraph B.(3)is deleted in its entirety and replaced by the following: B. This insurance applies to “bodily injury” or “property damage” only if: (3)The “bodily injury”or “property damage”arising out of a “pollution condition”that arises from the transportation of “cargo” in or on a “covered auto.” 2.For purposes of this endorsement, Section I – Coverages, Contractor’s Pollution Liability, Paragraph 2: A. Exclusions E, F, H, I, J, S and T are deleted in their entirety. B. The following exclusions are added: 1. Handling of Cargo “Bodily injury” or “property damage” arising out of the handling of “cargo”: (a) Before it is moved from the place where it is accepted by the insured for movement into or onto the “covered auto”; or (b) After it is moved from the “covered auto” to the place where it is finally delivered by the insured. 2. Wrongful Delivery “Bodily injury” or “property damage” arising out of the delivery of: (a) Any material into the wrong receptacle or to the wrong address or wrong location; or (b) The wrong material. SSI-EE-CPL-52 01/18 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2 of 3 3. Fuel and Lubricants “Bodily injury” or “property damage” arising out of the discharge, dispersal, seepage, migration, release or escape of fuels, lubricants, fluids, exhaust gases or other similar “pollutants” that are: (a) Used to further the operation, or (b) Needed for or result from the normal functioning, of a “covered auto” or its parts, or any attached “auto”, machinery, equipment or trailer. 4. Mechanical Device “Bodily injury" or “property damage" resulting from the movement of “cargo” by a mechanical device (other than a hand truck) unless the device is attached to the “covered auto”. 5. Storage “Bodily injury” or “property damage” arising out the discharge, dispersal, seepage, migration, release or escape of “pollutants” that: (a) Are being stored, disposed of, treated or processed in or upon any “covered auto”; or (b) Contained in any property that is, being stored, disposed of, treated or processed in or upon any “covered auto”. This exclusion does not apply to any “covered auto” that is parked for less than sixteen hours at a location during the transportation of “cargo” to its intended destination. 3.For purposes of this endorsement,Contractors Pollution Liability Coverage Part,Section III,paragraph 4 is deleted in its entirety and replaced by the following: 4.Subject to 3.Above,our obligation under this insurance to pay damages and “claims expenses”on behalf of the insured only applies in excess of the Deductible Amount shown in the Transportation Pollution Liability Endorsement Schedule for the sum of all damages and “claims expenses”because of all “bodily injury”or “property damage”arising out of any one “claim” or “suit.” 4.For purposes of this endorsement,the following definitions are added to the Contractors Pollution Coverage Part Definitions: A. “Cargo” means goods, products or waste that are: (1) Being transported by you or on your behalf; and (2)Carried for delivery on or located within a “covered auto” while in the course of transit. However,“cargo”does not include any goods,products or waste that the “covered auto”is not properly licensed to transport. B.“Covered auto” means any “auto” that: (1)Is shown in the Transportation Pollution Liability Endorsement as a “Covered auto,”including any vehicle acquire to replace a scheduled “Covered auto”when such “Covered auto”is removed from service.Replacement vehicles must be reported to the Insurer within thirty (30) days of acquiring. (2) Up to five (5)additional “autos”acquired within the policy period,not including vehicles which constitute a replacement vehicle for a “Covered auto”shown in the Transportation Pollution Liability Coverage Part Supplemental Declarations, except as set forth below: (a)Any additional autos above five (5)must be reported to the Insurer and an additional premium will be charged. SSI-EE-CPL-52 01/18 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 3 of 3 (b)For vehicles acquired contemporaneously or as part of the same transaction that would cause the number of additional autos to exceed five (5),each such vehicle will be deemed to exceed the five (5)additional autos and must be reported and an additional premium will be charged for the number vehicles above five before coverage will attach. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________________________________________ President Secretary SSI-EE-CPL-96 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 Named Insured: Black Sage Environmental Inc Policy No: 55564E214AEM Endorsement No: 12 Effective Date: January 15, 2021 Premium: Included THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENVIRONMENTAL & ENERGY LIABILITY INSURANCE CONTRACTORS POLLUTION LIABILITY COVERAGE PRIMARY/NON-CONTRIBUTORY COVERAGE This endorsement modifies insurance provided under the following: CONTRACTORS POLLUTION LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: PRIMARY/NON-CONTRIBUTORY - If required by written contract or written agreement, executed prior to the date of loss, such insurance as is afforded by this policy to any additional insured(s) under this policy shall be primary insurance, and any insurance or self-insurance maintained by such additional insured(s) and naming the additional insured as insured shall not contribute to the insurance afforded by this policy. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________________________________________ President Secretary POLICY #:55564E214AEM ITEM 1.NAMED INSURED:Black Sage Environmental Inc BROKER NAME:Hull & Company - Stockton ADDRESS:P.O. Box 154004 ADDRESS:3247 West March Lane, Suite 110 San Diego, CA 92195 Stockton, CA 95219 ITEM 2.POLICY PERIOD: FROM: January 15, 2021 TO: January 15, 2022 ITEM 3. $1,000,000 $2,000,000 ITEM 4. Each Claim: $1,000 ITEM 5.1/15/2011 1/15/2011 ITEM 6. #2: President Secretary 1/8/2021 DATE SSI-EE-CM-EO-DEC (04-16) ENVIRONMENTAL AND ENERGY ERRORS & OMISSIONS LIABILITY COVERAGE PART SUPPLEMENTAL DECLARATIONS NOTICE: THIS INSURANCE CONTRACT IS WITH AN INSURER NOT LICENSED TO TRANSACT INSURANCE IN THE NAMEDINSURED’S STATE OF DOMICILE AND IS ISSUED AND DELIVERED AS A SURPLUS LINES COVERAGE PURSUANT TO THEINSURANCE STATUTES. NOTICE: THIS POLICY PROVIDES COVERAGE ON A CLAIMS-MADE AND REPORTED BASIS SUBJECT TO ITS TERMS. THECOVERAGE PROVIDED BY THIS POLICY IS LIMITED TO ONLY THOSE CLAIMS FIRST MADE AGAINST THE INSURED ANDREPORTED IN WRITING TO THE INSURER DURING THE POLICY PERIOD OR AN EXTENDED REPORTING PERIOD, IFAPPLICABLE. THE LIMIT OF INSURANCE WILL BE REDUCED BY PAYMENT OF DEFENSE COSTS AND DAMAGES. PLEASEREAD THE ENTIRE POLICY CAREFULLY. IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. LIMITS OF INSURANCE Each Claim: In the Aggregate: DEDUCTIBLE RETROACTIVE DATE: PRIOR & PENDING DATE: PROFESSIONAL SERVICES #1: Professional Services Performed by the Named Insured for others for a fee. #3: REFER TO PACKAGE POLICY DECLARATIONS SSI-EE-COM-01 (03-16) FOR THE SCHEDULE OF FORM(S) AND ENDORSEMENT(S) ATTACHED TO THIS COVERAGE PART, AS WELL AS POLICY PREMIUM AND INSTRUCTIONS ON HOW TO PROVIDE NOTICE TO THE INSURER. The Insurer hereby causes this Policy to be signed by a duly authorized representative of the Insurer. DECLARATIONS STARSTONE SPECIALTY INSURANCE COMPANY Harborside 5 185 Hudson Street, Suite 2600 Jersey City, New Jersey 07311 855-275-6041 SSI-EE-EO-52 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 12 ENVIRONMENTAL & ENERGY LIABILITY INSURANCE ENVIRONMENTAL & ENERGY ERRORS & OMISSIONS LIABILITY COVERAGE PART NOTICE:THIS ENVIRONMENTAL &ENERGY ERRORS &OMISSIONS LIABILITY COVERAGE PART PROVIDES COVERAGE ON A CLAIMS-MADE BASIS SUBJECT TO ITS TERMS.THE COVERAGE PROVIDED BY THIS POLICY IS LIMITED TO ONLY THOSE CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD OR AN EXTENDED REPORTED PERIOD,IF APPLICABLE,AND REPORTED IN WRITING TO THE INSURER AS REQUIRED BY THE POLICY.THE LIMIT OF INSURANCE WILL BE REDUCED BY PAYMENT OF CLAIMS EXPENSES AND DAMAGES. PLEASE READ THE ENTIRE POLICY CAREFULLY. Various provisions in this Environmental &Energy Errors &Omissions Liability Coverage Part restrict coverage. This is limited insurance.Read the entire Environmental &Energy Errors &Omissions Liability Coverage Part carefully to determine rights, duties and what is and is not covered. Throughout this Environmental &Energy Errors &Omissions Liability Coverage Part the words “you”and “your” refer to the Named Insured shown in the Environmental &Energy Errors &Omissions Liability Coverage Part Supplemental Declarations,and any other person or organization qualifying as a Named Insured under this Environmental &Energy Errors &Omissions Liability Coverage Part.The words “we”,“us”and “our”refer to the Company providing this insurance. The word “insured” means any person or organization qualifying as such under Section II – Who Is an Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section VI – Definitions. SECTION I – COVERAGES ERRORS & OMISSIONS LIABILITY 1.Insuring Agreement A.We will pay those sums that the “insured”becomes legally obligated to pay as “damages”because of any “claim”that results from a “professional services incident”to which this insurance applies.We will have the right and duty to defend the “insured”against any “suit”seeking those “damages”.However, we will have no duty to defend the “insured”against any “suit”seeking “damages”because of any “claim” that results from a “professional services incident”to which this insurance does not apply.We may,at our discretion,investigate any “professional services incident”and settle any “claim”or “suit”that may result. But: (1)The amount we will pay for “damages”and “claims expenses”is limited as described in Section III – Limits of Insurance and Deductible; and (2)Our right and duty to defend ends when we have used up the applicable Limit of Insurance in the payment of “damages” or “claims expenses”. B.This insurance applies to a “claim” that results from a “professional services incident” only if: (1)The “professional services incident” takes place in the “coverage territory”; (2)The “professional services incident”did not occur before the Retroactive Date shown in the Environmental &Energy Errors &Omissions Liability Coverage Part Supplemental Declarations or after the end of the policy period; (3)A “claim”for “damages”because of the “professional services incident”is first made against any“insured”,in accordance with Paragraph C.below,during the policy period or any Extended Reporting Period we provide under Section V – Extended Reporting Periods; and (4) No policy provisions preclude coverage. C.A “claim”by a person or organization seeking “damages”will be deemed to have been made when notice of such “claim” is received by any “insured” or by us, whichever comes first. SSI-EE-EO-52 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2 of 12 All “claims”for “damages”that result from a “professional services incident”to the same person, including damages claimed by any person or organization for care,loss of services,or death resulting at any time from the “bodily injury”,will be deemed to have been made at the time the first of those “claims” is made against any “insured”. All “claims”for “damages”that result from a “professional services incident”causing loss to the same person or organization will be deemed to have been made at the time the first of those “claims”is made against any “insured”. 2.Exclusions This insurance does not apply to “damages”or “claims expenses”arising from a “claim”made against any“insured”: A.Prior Knowledge Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving any “professional services incident”occurring prior to the policy period if any “insured”,on or before the inception date of the first Environmental &Energy Errors &Omissions Liability Coverage Part issued by the Company providing this insurance to the Named Insured,which has been continuously renewed and maintained in effect to the inception date of this policy period,knew or could have reasonably foreseen that such “professional services incident” might reasonably be expected to be the basis of a “claim”. B.Fraud, Dishonesty or Intent Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving any criminal,dishonest,fraudulent,deliberate,intentional or willful act or omission or any deliberate, intentional or willful violation of or non-compliance with any statute,regulation,ordinance,administrative complaint,notice of violation,notice letter,executive order or instruction of any governmental or public agency or body either committed by an “insured”either before or after inception of this Environmental & Energy Errors & Omissions Liability Coverage Part. C.Profit or Remuneration Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving any “insured”gaining any profit,remuneration or financial advantage to which such “insured”was not legally entitled. D.Contractual Liability Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving the liability of others assumed by the “insured”in a contract or agreement.This exclusion does not apply to liability for “damages”that the “insured”would have in the absence of the contract or agreement and that results from a “professional services incident”. E.Prior Notice or Pending Claims Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving any: (1)fact,circumstance,situation,transaction,event or “professional services incident”that was the subject of any written notice given under any policy of insurance prior to the inception date of this insurance policy as specified in Item 2 of the Declarations;or any other “professional services incident”,whenever occurring,that is related to the “professional services incident”described previously in this paragraph; or (2)prior or pending written demand,suit,complaint,proceeding,investigation,order,judgment,or notice of violation,that is against any “insured”and received by any “insured”prior to the beginning of the policy period for this insurance. F.Workers’ Compensation and Similar Laws “Claims”or “suits”arising as a result of any obligation of the “insured”under a workers’compensation, disability benefits or unemployment compensation law or any similar law. G.Employer’s Liability Based upon,arising out of,directly or indirectly resulting from,inconsequence of,or in any way involving any injury or damage to an “employee”, “executive officer”, partner, director or officer of the “insured”. SSI-EE-EO-52 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 3 of 12 This exclusion applies: (1)Whether the “insured” may be liable as an employer or in any other capacity; and (2)To any obligation to share “damages”with or repay someone else who must pay “damages”because of the injury. H.Price Fixing, Trade Practices and Communications Statutes Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving any actual or alleged price fixing,restraint of trade,anti-trust,monopolization or unfair competition or any actual or alleged violation of the: (1)Federal Trade Commission Act, Sherman Act, Clayton Act or any rules or regulations promulgated thereunder or any similar provision of any federal, state, local or foreign regulation, statute, rule or law; or (2) Telephone Consumer Protection Act 47 U.S.C. Section 227, CAN-SPAM Act of 2003, or any Federal Communications Commission regulation or any similar provision of any federal,state,local or foreign regulation, statute, rule or law prohibiting facsimile, electronic mail or any other means of communication. I.ERISA, Securities, FDCPA, FCPA and RICO Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving any actual or alleged violation of: (1)The Employee Retirement Income Security Act of 1974; (2)The Securities Act of 1933, The Securities Exchange Act of 1934 or any state Blue Sky or Securities laws,or any other law,rule,or regulation governing the registration,offering,issuance,purchase,or sale of securities; (3)The Fair Debt Collection Practices Act, Fair Credit Reporting Act; or (4)The Racketeer Influenced and Corrupt Organizations Act 18 U.S.C. § 1961 et seq.; or any amendments,regulations or orders issued pursuant thereto,or any similar provision of any federal, state, local or foreign regulation, statute, rule or law. J.Employment-Related Practices Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving any: (1)employment-related practices including but not limited to any workplace discrimination or harassment,abusive or hostile work environment,wrongful discharge or termination,wrongful demotion or discipline, retaliation, employment-related misrepresentation,negligent hiring, supervision, evaluation, retention, performance evaluation, wrongful reference or any violation of the: (a)National Labor Relations Act,Worker Adjustment and Retraining Notification Act,Consolidated Omnibus Budget Reconciliation Act, Occupational Safety and Health Act, or Family Medical Leave Act,including amendments thereto or any similar provision of any federal,state,local or foreign regulation, statute, rule or law; or (b)Fair Labor Standards Act,including amendments thereto or any similar provision of any federal, state,local or foreign regulation,statute,rule or law governing the classification of employees to determine their eligibility for compensation or the payment of wages,overtime, on-call time, rest periods, expense reimbursement, or minimum wages; (2)sexual harassment, including any unwelcome sexual advance, request for a sexual favor, or other conduct of a sexual nature against another; or (3)discrimination against another based upon such other’s race,color,religion,creed,age,sex, disability, marital status,national origin,pregnancy,HIV status,sexual orientation or preference, Vietnam Era Veteran status,or other status that is protected pursuant to any federal,state,local or foreign regulation, statute,rule or law;provided however,this subsection 3 shall not apply to a Fair Housing Claim; SSI-EE-EO-52 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 4 of 12 K.Aircraft, Auto or Watercraft Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving the ownership,maintenance,use or entrustment to others of any aircraft,“auto”,rolling stock or watercraft owned or operated by or rented or loaned to any “insured”.Use includes operation and loading or unloading of property into, onto or from an aircraft, watercraft, rolling stock or “auto”. L.Damage to Your Property Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving injury or damage to: (1)Property you or any other “insured”owns,rents,or occupies,including any costs or expenses incurred by you,or any other person,organization or entity,for repair,replacement,enhancement, restoration or maintenance of such property for any reason,including prevention of injury to a person or damage to another’s property; (2)Premises you or any other “insured” sells, gives away or abandons; (3)Property loaned to you or any other “insured”; or (4)Personal property in the care, custody or control of any “insured”. M.Officer or Employee Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving any act, error or omission by any “insured” as: (1) An officer, director, partner, trustee or employee, or as temporary or leased staff, of a: (a)Business enterprise or other organization not named in the Environmental &Energy Errors & Omissions Liability Coverage Part Supplemental Declarations; or (b)Pension, welfare, profit sharing, mutual or investment fund or trust; (2) A public official or an employee of a governmental body, subdivision or agency; or (3) A fiduciary under: (a) The Employment Retirement Income Security Act of 1974 and its amendments or any regulation or order issued pursuant thereto; or (b)Any other employee benefit plan. N.Geotechnical Engineering, Testing of Construction Materials and Other Services Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving any “claim” resulting from: (1)Foundation engineering, design or assessment; (2) Slope stability engineering, design or assessment; (3)Seismic engineering, design or assessment; (4)Soil compaction studies or assessment; or (5)Testing of Construction Materials,unless done for the sole purpose of determining the presence, condition or absence of pollutants by or on behalf of the Named Insured or any other “insured”. O.Insurance and Bonds That results from any act, error or omission in: (1) Advising with respect to, or interpreting; (2) Requiring or failing to require; or (3) Failing to obtain or maintain,any form of insurance,suretyship or bond,either with respect to you, any other entity or company, the Named Insured or any other “insured”. P.Health and Cosmetic Services Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving the: SSI-EE-EO-52 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 5 of 12 (1) Rendering,or failing to render,medical,surgical,dental,x-ray,or nursing service or treatment, including; (a)Related furnishing of food or beverages; (b) Any health service or treatment; (c)Any cosmetic or tonsorial service or treatment; (d)Any medical laboratory service or treatment; (2) The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances; or (3) The handling or treatment of dead bodies,including autopsies,organ donation or other related procedures. Q.Faulty Workmanship Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving any loss,cost or expense incurred to withdraw,recall,inspect,repair,replace,adjust,remove or dispose of “your work”.This includes,but is not limited to,the cost to investigate “your work”,or the cost of any materials,parts,labor or equipment furnished in connection with such withdrawal,recall,inspection, repair replacement, adjustment, removal or disposal. R.Insured Versus Insured Against an “insured”by any other “insured”under this Environmental &Energy Errors &Omissions Liability Coverage Part. This exclusion does not apply to a person or organization who would not be an “insured”under this Environmental &Energy Errors &Omissions Liability Coverage Part except for an endorsement to this Environmental &Energy Errors &Omissions Liability Coverage Part adding them as an additional insured. S.Other Enterprises Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving any act, error or omission by any business enterprise or organization that is: (1) Not named in the Environmental &Energy Errors &Omissions Liability Coverage Part Supplemental Declarations; and (2) Owned, operated or managed by: (a) An “insured” or its parent company; or (b) An affiliate, successor or assignee of an “insured” or its parent company. This exclusion does not apply to organization which you newly acquire or form that the Named Insured has at least fifty percent (50%) or more of the outstanding stock or ownership interest and A)The Named Insured advises us within thirty (30)days of your acquiring or forming such organization, and B)There shall be no coverage for any act,error or omission arising prior the Named Insured advising us of such organization. T.Express or Implied Warranties Based upon, as a consequence of or arising out of: (1) Any express or implied warranties or guarantees, or (2) Any cost or other estimates for any product or services including but not limited to construction, renovation, removal or demolition being exceeded or inaccurate. However,this exclusion does not apply to a warranty or guaranty by you that your “professional services” are in conformity with generally accepted standards in your field. SSI-EE-EO-52 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 6 of 12 U.Failure to Complete Specifications Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving any failure to complete any drawings,specifications or schedules of specifications in a timely manner or within a prescribed period of time or the failure to act upon shop drawings on time,but this exclusion does not apply if such failure is the result of a negligent act,error omission in the drawings, specifications, schedules or shop drawings. V. Bodily Injury Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving any actual or alleged “bodily injury”;provided,however,that this exclusion shall not apply to “damages” for “bodily injury” based upon or as a result of a “professional services incident”. W. Property Damage Based upon,arising out of,directly or indirectly resulting from,in consequence of,or in any way involving any actual or alleged “property damage”to the property of an entity or individual that is not an “insured”; provided,however,that this exclusion shall not apply to “damages”for “property damage”based upon or as a result of a “professional services incident”. SECTION II – WHO IS AN INSURED 1.If you are designated in the Environmental &Energy Errors &Omissions Liability Coverage Part Supplemental 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. E.A trust,you are an “insured”.Your trustees are also “insureds”,but only with respect to their duties as trustees. 2.Each of the following is also an “insured”: A.Your “volunteer workers”only while performing duties related to the conduct of your business,or your“employees”,other than either your “executive officers”(if you are an organization other than a partnership,joint venture or limited liability company)or your managers (if you are a limited liability company),but only for acts within the scope of their employment by you or while performing duties required in the conduct of your business. B.Your legal representative if you die,but only with respect to duties as such.That representative alone will have all your rights and duties under this Coverage Part. No person or organization is an “insured”with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Environmental &Energy Errors & Omissions Liability Coverage Part Supplemental Declarations. SECTION III – LIMITS OF INSURANCE AND DEDUCTIBLE 1.The Limits of Insurance shown in the Environmental &Energy Errors &Omissions Liability Coverage Part Supplemental Declarations and the rules below fix the most we will pay regardless of the number of: A. “Insureds”; B.“Claims” made or “suits” brought; or C.Persons or organizations making “claims” or bringing “suits”. SSI-EE-EO-52 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 7 of 12 2.The Aggregate Limit for this Environmental &Energy Errors &Omissions Liability Coverage Part is the most we will pay for the sum of all “damages”and “claims expenses”regardless of the number of “claims”,“suits” or “professional services incidents”. 3.Subject to 2.above,the Each Incident Limit is the most we will pay for the sum of all “damages”and “claims expenses” because of all “claims” arising out of any one “professional services incident”. 4.Subject to 3.above,our obligation under this insurance to pay “damages”and “claims expenses”on behalf of the “insured”only applies in excess of the Deductible Amount shown in the Professional Liability Coverage Part Supplemental Declarations for the sum of all “damages”and “claims expenses”because of all “claims” arising out of any one “professional services incident”. If the Company has the opportunity to resolve any demand,“claim”or “suit”by settlement of any demand,“claim”or “suit”within ninety (90)days of notice of the demand,“claim”,or “suit”,and the Named Insured consents to said settlement,the Deductible Amount shown in the Environmental &Energy Errors & Omissions Liability Coverage Part Supplemental Declarations shall be reduced by fifty percent (50%)up to a maximum of $25,000.00.We will reimburse the Named Insured as soon as practical for any qualifying Deductible Amount which was already paid by the Named Insured prior to the “mediation”. 5.All “claims expenses”shall first be subtracted from the Deductible Amount and then the available Limits of Insurance under this Environmental &Energy Errors &Omissions Liability Coverage Part,with the remainder,if any,being the amount available to pay “damages”.If an available Limit of Insurance is exhausted prior to settlement or judgment of any pending “claim”or “suit”,we shall have the right to withdraw from the further investigation or defense thereof by tendering control of such investigation or defense to the“insured”. 6.If we have paid any amount as a result of this Environmental &Energy Errors &Omissions Liability Coverage Part for “damages”or “claims expenses”in excess of the Limits of Insurance or within the Deductible Amount, you shall be liable to us for such amounts and, upon demand, shall pay such amounts to us. 7.We, at our sole election and option, may either: A.Pay any part or all of the Deductible Amount to effect settlement of any “claim”; or B.Simultaneously upon receipt of notice of any “claim”or at any time thereafter,call upon you to pay or deposit with us all or any part of the Deductible Amount, to be held and applied by us as herein provided. 8.The Limits of Insurance of this Environmental &Energy Errors &Omissions Liability Coverage Part apply to the policy period as shown in the Environmental &Energy Errors &Omissions Liability Coverage Part Supplemental Declarations and to any extension or contraction of that policy period. SECTION IV – CONDITIONS 1.Duties in The Event of Act, Error, Omission, Claim or Suit A.You must see to it that we are notified as soon as practicable of an act,error or omission which may result in a “claim” or “suit”. Notice should include: (1)How, when and where the act, error or omission took place; (2)The names and addresses of any injured persons and witnesses; (3)The nature and location of any injury or damage that results from the act, error or omission; and (4) The actions taken by or on behalf of the “insured” upon learning of the act, error or omission. B.If a “claim” is made or “suit” is brought against any “insured”, you must: (1)Immediately document the specifics of the “claim” and the date received in your internal records; and (2)You must see to it that we receive written notice of the “claim” as soon as practicable. C.You and any other involved “insured” must: (1)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the” claim” or a “suit”; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation or settlement of the “claim” or defense against the “suit”; and SSI-EE-EO-52 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 8 of 12 (4)Assist us,upon our request,in the enforcement of any right against any person or organization which may be liable to the “insured” because of injury or damage to which this insurance may also apply. D.No “insured”will,except at that “insured’s”own cost,voluntarily make a payment,assume any obligation, or incur any expense, other than for first aid, without our consent. 2.Other Insurance If other valid and collectible insurance is available to the “insured”for a “claim”we cover under this Coverage Part, our obligations are limited as follows: A. Excess Insurance This insurance is excess over any other applicable insurance,whether or not such insurance is stated to be primary, excess, catastrophe, umbrella, contingent or on any other basis. We will have no duty to defend the “insured”against any “suit”for which any other insurer has a duty to defend.If no other insurer defends,we will undertake to do so,but we will be entitled to the “insured’s” rights against all those other insurers. We will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for “damages”and “claims expenses”in the absence of this insurance; and (2)The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining “damages”and “claims expenses”,if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Environmental &Energy Errors &Omissions Liability Coverage Part Supplemental Declarations. B.Method of Sharing If all of the other insurance permits contribution by equal shares,we will follow this method also.Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits. Under this method,each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 3.Endorsements to This Coverage Part Reference to Environmental &Energy Errors &Omissions Liability Coverage Part in any endorsement that is attached to or made a part of this Environmental &Energy Errors &Omissions Liability Coverage Part,shall be understood to mean this Environmental & Energy Errors & Omissions Liability Coverage Part. 4.Application Representations The “insureds”and the Company agree that the “application”is the basis for this Environmental &Energy Errors &Omissions Liability Coverage Part and is incorporated in and constitutes a part of this Environmental &Energy Errors &Omissions Liability Coverage Part.The “application”shall be maintained on file with the Company and shall be deemed to be attached hereto as if physically attached.All “insureds”represent that the statements and representations contained in the “application”are true and shall be deemed material to the acceptance of the risk and this Environmental &Energy Errors &Omissions Liability Coverage Part is issued in reliance upon the truth and accuracy of such statements and representations.All “insureds”agree that if the “application”contains statements or representations that are untrue,this Environmental &Energy Errors & Omissions Liability Coverage Part shall be void and of no effect whatsoever. SECTION V – EXTENDED REPORTING PERIODS 1.This section applies only if: A.This Coverage Part is canceled or not renewed for any reason except non-payment of the premium,or any Deductible Amount, payable to us; or B.We renew or replace this Coverage Part with other errors & omissions liability insurance that: SSI-EE-EO-52 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 9 of 12 (1)Has a Retroactive Date later than the date shown in the Errors Professional Liability Coverage Part Supplemental Declarations of this Coverage Part; or (2)Does not apply on a claims-made basis to “claims” that result from a “professional services incident”. 2.Extended Reporting Periods do not extend the policy period or change the scope of coverage provided. They apply only to “claims”that results from a “professional services incident”,only if the “professional services incident”did not occur before the Retroactive Date identified in the Environmental &Energy Errors & Omissions Liability Coverage Part Supplemental Declarations, or after the end of the policy period. Once in effect, Extended Reporting Periods may not be canceled. 3.A Basic Extended Reporting Period is automatically provided without additional charge.This period starts with the end of the policy period and lasts for: A.One year with respect to “claims”: (1)That results from a “professional services incident”; and (2) If that “professional services incident”is reported to and received by us,not later than sixty (60)days after the end of the policy period,in accordance with Paragraph 2.A.of the Section IV –Duties in The Event of Act. Error, Omission, Claim or Suit; B.Sixty (60)days with respect to “claims”that results from a “professional services incident”not previously reported to and received by us. The Basic Extended Reporting Period does not apply to “claims”that are covered under any subsequent insurance you purchase,or that would be covered but for exhaustion of the amount of insurance applicable to such “claims”. 4.A Supplemental Extended Reporting Period of twelve (12),twenty-four (24),thirty-six (36),forty-eight (48)or sixty (60)months duration is available,but only by an endorsement and for an extra premium.This supplemental period starts when the Basic Extended Reporting Period,set forth in Paragraph 3.above, ends. In order for the Supplemental Extended Reporting Period to go into effect,we must receive from you,a written request for the endorsement within sixty (60)days after the end of the policy period.The Supplemental Extended Reporting Period will not go into effect until receipt of payment of the additional premium. We will determine the additional premium in accordance with our rules and rates.In doing so,we may take into account the following: A.The exposures insured; B.Previous types and amounts of insurance; C.Limits of Insurance available under this Environmental &Energy Errors &Omissions Liability Coverage Part for future payment of “damages”; and D.Other related factors. Subject to a minimum premium,the additional premium for any Supplemental Extended Reporting Period shown below will not exceed the percentage shown next to it of the annual premium for this Environmental & Energy Errors & Omissions Liability Coverage Part. Supplemental Extended Reporting Period Percentage of Annual Premium 12 months 50% 24 months 100% 36 months 125% 48 months 150% 60 months 200% SSI-EE-EO-52 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 10 of 12 The Supplemental Extended Reporting Period endorsement shall set forth the terms,not inconsistent with this Section,applicable to the Supplemental Extended Reporting Period,including a provision to the effect that the insurance afforded for “claims”first received during such period is excess over any other valid and collectible insurance available under policies in force after the Supplemental Extended Reporting Period starts. 5.Neither the Basic Extended Reporting Period nor the Supplemental Extended Reporting Period reinstates or increases the Limits of Insurance under this Environmental &Energy Errors &Omissions Liability Coverage Part.The available Limits of Insurance shall be the remaining Limits of Insurance on this policy at the time the Basic Extended Reporting Period or the Supplemental Extended Reporting Period go into effect. SECTION VI – DEFINITIONS 1.“Application”means the application for insurance and any material submitted therewith or incorporated therein and any other documents submitted in connection with the underwriting of this Environmental & Energy Errors &Omissions Liability Coverage Part or any previous Environmental &Energy Errors & Omissions Liability Coverage Parts issued by the Company of which this Environmental &Energy Errors & Omissions Liability Coverage Part is a direct or indirect replacement or renewal. 2.“Auto” means: A.A land motor vehicle,trailer or semitrailer designed for travel on public roads,including any attached machinery or equipment; or B.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. 3.“Bodily injury”means physical injury,sickness,disease,disability,mental anguish,mental injury,emotional distress or death sustained by any natural person,including loss of consortium,support,companionship or services of any kind. 4.“Claim”or “claims”means a written request or a demand,including the institution of “suit”or arbitration proceedings against any “insured”,received by us,as soon as practicable,and seeking the payment of“damages” by an “insured”, by reason of a “professional services incident”. 5.“Claims expenses”means fees and expenses that are incurred by us,or by an attorney retained by us,in the investigation,settlement,defense or appeal of a “claim”or “suit”against an “insured”.Such expenses include: A.Reasonable expenses an “insured”incurs at our request while helping us to investigate or defend a“claim”or “suit”.However,we will not pay more than $500 a day to any “insured”who attends as a witness at trial,deposition at which the Company has requested the “insured’s”attendance,or when such attendance is required by the court.The maximum amount payable for all such expenses shall not exceed $5,000 as a total aggregate for the policy period. B.If incurred by us,or by the “insured”with our written consent,costs taxed against the “insured”in the“suit”, pre-judgment interest and post-judgment interest. “Claims expenses” do not include salaries of our employees, our attorneys, our agents, or our officials. 6. “Coverage territory” means: A.The United States of America (including its territories and possessions),Gulf of Mexico,Puerto Rico and Canada; B.International waters or airspace,but only if the injury or damage occurs in the course of travel or transportation between any places included in A. above; or SSI-EE-EO-52 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 11 of 12 C.All other parts of the world if: (1)The “professional services incident”arises out of the activities of a person whose home is in the territory described in A. above, but is away for a short time on your business; or (2) The “insured’s”responsibility to pay “damages”is determined in a “suit”on the merits,in the territory described in A. above or in a settlement we agree to. 7.“Damages”means the monetary portion of any judgment or award,including pre-judgment and post- judgment interest,or any settlement compensating a claimant for a “claim”covered by the terms and conditions of this Environmental &Energy Errors &Omissions Liability Coverage Part and shall include“damages” based upon emotional distress. “Damages” also includes any loss due to diminution in value or loss of use of land, property, or buildings “Damages” shall not include: 1.taxes,civil fines,criminal fines,sanctions,fees,restitution or penalties imposed by law,statute, regulation or court rule, or any amount awarded in a Licensing Proceeding; 2.punitive or exemplary damages, or the multiplied portion of multiplied damages; 3.any amounts deemed uninsurable under the law pursuant to which this Environmental &Energy Errors & Omissions Liability Coverage Part may be construed; 4.the cost to comply with any form of injunctive or other non-monetary or declaratory relief,including but not limited to, specific performance; 5.any amounts payable by any “insured”for,or for the restitution,reduction,disgorgement,setoff, return or payment of any form of an “insured’s”fees,commissions,profits,expenses or charges for services or consideration; 6.any loss of income or revenue to any “insured”,regardless of the cause or reason for the loss of income or revenue. 8.“Employee”means any natural person whose labor or service is engaged by and directed by the Named Insured and is on the payroll of the Named Insured,but solely with respect to “professional services” performed on behalf of the Named Insured.“Employee”shall also include an independent contractor or a“leased worker”and/or “temporary worker”and/or “volunteer worker”working on behalf of and under direct supervision by you,but only for “your work”and solely with respect to “professional services”performed on behalf of the Named Insured. 9. “Executive officer”means a person holding any of the officer positions created by your charter,constitution, by-laws or any other similar governing document. 10.“Leased worker”means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties directed by you in the conduct of your business. 11. “Mediation” means the intervention of a neutral third party to effect resolution or closure of a “claim”. 12.“Professional services”means those services stated in the Environmental &Energy Errors &Omissions Liability Coverage Part Supplemental Declarations as Professional Services; A.That are performed by or for you in your practice as defined in Item 6 of the Environmental &Energy Errors & Omissions Liability Coverage Part Supplemental Declarations; B.For which you, or any person performing such services for you, are licensed where required by law; and C.That are part of your usual and customary services. 13.“Professional services incident” means any negligent act, error or omission: A.In your rendering, or your failing to render, “professional services”; and B.That results in injury or damage to another entity or individual not an “insured” under this policy. 14.“Property damage”means physical injury to tangible property including all resulting loss of use of that property, or loss of use or theft of tangible property that is not physically injured. 15.“Suit”means a civil proceeding in which “damages”because of any act,error or omission to which this insurance applies are alleged. “Suit” includes: SSI-EE-EO-52 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 12 of 12 A.An arbitration proceeding in which such “damages”are claimed and in which the “insured”must participate or participates with our consent; or B.Any other alternative dispute resolution proceeding in which such “damages”are claimed and in which the “insured” participates with our consent. 16.“Temporary worker”means a person who is furnished to you by an outside staffing or placement agency,or other similar entity,to substitute for a permanent “employee”on leave or to meet seasonal or short-term workload conditions. 17.“Volunteer worker”means a person who is not your “employee”,and who donates his or her work and acts at the direction of and within the scope of duties determined by you,and is not paid a fee,salary or other compensation by you or anyone else for their work performed for you. 18.“Your work”: A.Means: (1)Work or operations performed by you or on your behalf; and (2)Materials, parts or equipment furnished in connection with such work or operations. B.Includes: (1)Warranties or representations made at any time with respect to the fitness,quality,durability, performance or use of “your work” and (2)The providing of or failure to provide warnings or instructions. __________________________________________________________________ President Secretary SSI-EE-E&O-56 03/16 Page 1 of 2 Named Insured: Black Sage Environmental Inc Policy No: 55564E214AEM Endorsement No: 13 Effective Date: January 15, 2021 Premium: Included THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENVIRONMENTAL & ENERGY LIABILITY INSURANCE ENVIRONMENTAL & ENERGY ERRORS & OMISSIONS LIABILITY COVERAGE WAR OR TERRORISM EXCLUSION This endorsement modifies insurance provided under the following: ENVIRONMENTAL & ENERGY ERRORS & OMISSIONS LIABILITY COVERAGE FORM A.Exclusion G.under Paragraph 2.,Exclusions of Section I -Coverages ProfessionalLiability is replaced by the following: 2. Exclusions This insurance does not apply to: G. War Or Terrorism “Claims” arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; (3)Insurrection, rebellion, revolution, usurped power, or action t a k e n b y governmental authority in hindering or defending against any of these; or (4)“Terrorism”,including any action taken in hindering or defending against an actual or expected incident of “terrorism”regardless of any other cause or event that contributes concurrently or in any sequence to the injury or damage. However,with regard to “terrorism”this exclusion only applies if one or more of the following are attributable to an incident of “terrorism”: (1)The total of insured damage to all types of property exceeds $25,000,000.In determining whether the $25,000,000 threshold is exceeded,we will include all insured damage sustained by property of all persons and entities affected by the “terrorism”and business interruption losses sustained by owners or occupants of the damaged property.For the purpose of this provision,insured damage means damage that is covered by any insurance plus damage that would be covered by any insurance but for the application of any terrorism exclusions; or (2)Fifty or more persons sustain death or serious physical injury.For the purposes of this provision, serious physical injury means: (a) Physical injury that involves a substantial risk of death; or (b) Protracted and devious physical disfigurement; or (c) Protracted loss of or impairment of lie function of a bodily member or organ; or (3)The “terrorism”involves the use,release or escape of nuclear materials,or directly or indirectly SSI-EE-E&O-56 03/16 Page 2 of 2 results in nuclear reaction or radiation or radioactive contamination; or (4) The “terrorism”is carried out by means of the dispersal or application of pathogenic or poisonous biological or chemical materials; or (5)Pathogenic or poisonous biological or chemical materials are released,and it appears that one purpose of the “terrorism” was to release such materials. Paragraphs (1)and (2),immediately preceding,describe the thresholds used to measure the magnitude of an incident of “terrorism”and the circumstances in which the threshold will apply for the purpose of determining whether the Terrorism Exclusion will apply to that incident.When the Terrorism Exclusion applies to an incident of “terrorism”,there is no coverage under this Environmental & Energy Errors & Omissions Liability Coverage Part. In the event of any incident of “terrorism”that is not subject to the Terrorism Exclusion,coverage does not apply to any loss or damage that is otherwise excluded under this Environmental & Energy Errors & Omissions Liability Coverage Part. Multiple incidents of “terrorism”which occur within a seventy-two (72)hour period and appear to be carried out in concert or to have a related purpose or common leadership shall be considered to be one incident. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________________________________________ President Secretary SSI-EE-EO-58 (04-20) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 2 Named Insured: Black Sage Environmental Inc Policy No: 55564E214AEM Endorsement No: 14 Effective Date: January 15, 2021 Premium: Included THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENVIRONMENTAL & ENERGY LIABILITY INSURANCE ENVIRONMENTAL & ENERGY ERRORS & OMISSIONS LIABILITY COVERAGE Mold Coverage Endorsement This endorsement modifies insurance provided under the f o l l o w i n g : ENVIRONMENTAL & ENERGY ERRORS & OMISSIONS LIABILITY COVERAGE PART In consideration of the premium paid,Common Policy Exclusions,Exclusion B)Mold,Organic Pathogen and Communicable Disease Exclusion, is hereby deleted and the following exclusion is added: MOLD, ORGANIC PATHOGEN and COMMUNICABLE DISEASE EXCLUSION This Coverage does not apply to: (1)"Bodily i n j u r y , "personal and advertising injury"or "claim"arising from the actual,alleged, threatened or suspected discharge,dispersal,seepage,migration,g r o w t h , release or escape of, inhalation of,ingestion of,exposure to,transmission of,or contact with any "organic pathogen”, except mold or mildew, or “communicable disease,” at any time, whether indoors or outdoors. (2)Property damage"or "claim"arising from the actual,alleged,threatened,or suspected discharge, dispersal,seepage,migration,g r o w t h , release,escape of,exposure to,transmission of,or contact with any "organic pathogen,"except mold or mildew,or “communicable disease,”at any t i m e , w h e t h e r i n d o o r s o r o u t d o o r s . (3)Any loss, cost or expense arising out of a n y : (a)Request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor,clean up,remove,contain treat,detoxify or neutralize,or in any way respond to,or assess the effects of any "organic pathogen",except for mold or mildew that results from a Mold Pollution Condition, or “communicable disease”; or (b)"Claim"or "suit"by or on behalf of a governmental authority for damages because of testing for,monitoring,cleaning up,removing,containing,treating,detoxifying or neutralizing,or in any way responding t o , or assessing the effects of,any "organic pathogen",except mold or mildew that results from a Mold Pollution Condition, or “communicable disease” "Organic pathogen"means any organic contaminant,bacteria,virus,fungus,mold,mildew,mycotoxin or other metabolic products,or their spores,scent,vapor or gas or byproducts,or any reproductive body they produce,whether capable of causing capable of being transmitted directly or indirectly from surface to surface,person to person,contact with surfaces,by water,by air or any other means. SSI-EE-EO-58 (04-20) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2 of 2 “Organic pathogen”includes all substances which cause both “bodily injury,”and “property damage,” and all substances which only cause “bodily injury” or “property damage.” “Communicable disease”means illness,disease or infection that may be transmitted directly or indirectly from one individual to another, whether caused by “organic pathogen” or other means. This exclusion applies regardless of any other cause or event that contributed concurrently or in any sequence to the “bodily injury”, “property damage,” “personal and advertising injury” or “claim.” Retroactive Date:1/15/2018 Solely for the purposes of coverage granted under this endorsement,it is hereby understood and agreed that this insurance does not apply to any “claim”or “suit”that results from a “professional services incident”which occurs prior to the Retroactive Date shown above. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________________________________________ President Secretary SSI-EE-E&O-100 03/16 Page 1 of 1 Named Insured: Black Sage Environmental Inc Policy No: 55564E214AEM Endorsement No: 15 Effective Date: January 15, 2021 Premium: Included THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENVIRONMENTAL & ENERGY LIABILITY INSURANCE ENVIRONMENTAL & ENERGY ERRORS & OMISSIONS LIABILITY COVERAGE ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: ENVIRONMENTAL & ENERGY ERRORS & OMISSIONS LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. (If no entry appears above,information required to complete this endorsement will be shown in the Environmental &Energy Errors &Omissions Liability Coverage Part Supplemental Declarations as applicable to this endorsement. A.Section II –Who Is an Insured is amended to include as an insured the person or organization shown in the Schedule,but only with respect to liability arising out of your ongoing “professional service”performed for that “insured”. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: Exclusions This insurance does not apply to any “claim” that results from injury or damage occurring after: (1)All “professional services”,including materials,parts or equipment furnished in connection with such services,on the project (other than maintenance or repairs)to be performed by or on behalf of the additional insured (s) at the site of the covered operations have been completed; or (2)That portion of “your work”out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________________________________________ President Secretary SSI-EE-COM-84 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 2 Named Insured:Black Sage Environmental Inc Policy No:55564E214AEM Endorsement No:3 Effective Date:January 15, 2021 Premium: Included THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENVIRONMENTAL & ENERGY LIABILITY INSURANCE ADDITIONAL INSURED ENDORSEMENT OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization that is: 1.An owner of real or personal property on which you are performing operations pursuant to a written contract or written agreement, but only when specifically required written contract or written agreement, only the extent required by the written contract or written agreement, and only if: a.The written contract or written agreement is executed prior to the date of loss; and b.A Certificate of Insurance evidencing that request has been issued by an insurance professional prior to the date of loss. 2.A contractor on whose behalf you are performing operations pursuant to a written contract or agreement, but only when required by that written contract or agreement, only the extent required by the written contract or agreement, and only if: a.The written contract or written agreement is executed prior to the date of loss; and b.A Certificate of Insurance evidencing that request has been issued by an insurance professional prior to the date of loss. (If no entry appears above, information required to complete this endorsement will be shown in the Environmental & Energy Liability Insurance Package Policy Declarations as applicable to this endorsement) SECTION II WHO IS AN INSURED is amended to include: A)SECTION II WHO IS AN INSURED is amended to include as an additional insured the person or organization shown in the schedule above, but only with respect to liability arising out of your ongoing operations performed for the additional insureds, or in connection with premises owned by or rented to you. B) With respect to the insurance afforded to these additional insureds, the following exclusion is added: 1. Exclusions This insurance does not apply to bodily injury or property damage occurring after: SSI-EE-COM-84 03/16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2 of 2 1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured at the site of the covered operations has been completed; or 2) That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization that than another contractors or subcontractor engaged in performing operations for a principal as part of the same project. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. __________________________________________________________________ President Secretary