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HomeMy WebLinkAboutA9344 - Citadel EHS CONTRACT ABSTRACT 1 Original: Contract Change Order No. 1 Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Citadel EHS Michael Roy, Associate Principal Plaza Theatre – Hazardous Material Survey, City Project 18-04 $17,705.00 (includes CCO#1 for $8,806.00) Measure J funds 160 Calendar Days Contract Administration Lead Department: Contract Administrator: Engineering Services Department Joel Montalvo/Francisco Jaime Contract Approvals City Engineer Approval: Contract Change Order #1: Agreement Number: December 12, 2022 TBD A9344 Contract Compliance Exhibits: Signatures: Insurance: Bonds: Attached Attached On file N/A Contract Prepared By: Engineering Services Department Submitted on: 02/08/2023 By: Vonda Teed DocuSign Envelope ID: 95A95C96-AA6B-4985-8A9C-F1DB4A14319C Page 1 of 1  CITY OF PALM SPRINGS CONTRACT CHANGE ORDER City Project No. 18-04 Plaza Theatre Improvements Contract Change Order No: 1 Date: February 8, 2023 Contractor: Citadel Environmental Services, Inc., d.b.a. Citadel EHS CONTRACT CHANGE ORDER SUMMARY Based on the results of the environmental testing done by the contractor, it is necessary to procure additional services to prepare construction documents as it relates to environmental concerns during construction. CONTRACT CHANGE ORDER COST Item No. DESCRIPTION UNIT AMOUNT 1 Construction Document Support LS $8,806.00 REASON FOR CHANGES: This is a change order in the amount of $8,806.00 and a one-time lump sum cost to provide support in updating the construction documents to address environmental concerns discussed during testing as set forth in Attachment A. CHANGES TO CONTRACT TIME: In accordance with Section 4.4 Term of the agreement, the term is hereby extended to June 30, 2023. Source of Funds: Sufficient funds are budgeted and available utilizing Measure J Plaza Theatre Improvements funds. Summary of Costs: Original Contract Amount: $8,899.00 Original Contract Time: 39 Calendar Days Previous Change Order Amount: $0.00 Previous Days Added: 0 This Change Order Amount: $8,806.00 Days Added: 121 Calendar Days Revised Contract Amount: $17,705.00 Revised Contract Time: 160 Calendar Days I have received a copy of this Change Order and the above AGREED PRICES are acceptable. Citadel EHS MICHAEL ROY, ASSOCIATE PRINCIPAL Date City of Palm Springs Recommended By: FRANCISCO JAIME, PROJECT MANAGER Date Approved By: JOEL MONTALVO, CITY ENGINEER Date Attest By: BRENDA PREE, CITY CLERK Date Attachment A: Citadel EHS Change Order Proposal DocuSign Envelope ID: 95A95C96-AA6B-4985-8A9C-F1DB4A14319C 2/8/2023 2/8/2023 2/8/2023 2/8/2023 TO:Mr. Francisco J. Jaime, P.E. FROM: PROJECT #:2162.1002.P PROJECT ID.: PROJECT SCOPE: DATE: # Units x Unit Price Subtotal 1 x $8,806.00 / flat $8,806.00 $8,806.00 $8,806.00 Sincerely, CITADEL EHS Michael K. Roy, CAC, CDPH, WELL AP Associate Principal, Building Sciences Acceptance of COR #1: Signature Name Date CITY OF PALM SPRINGS Project Total Perform Tasks 1.0 and 2.0 as noted above and as described in the attahced Scope of work. Referencing Citadel's Survey Report dated January 11, 2023, the Contract Services Agreement dated December 7, 2022, and PO 23000720. 3-Feb-23 PROJECT COST Task 2.0 Task 3.0 Lump Sum (Labor, Management, Expenses, Reporting, Etc.) Subtotal Task 1.0 Task 2.0 Construction Document Preparation VIA Email:Francisco.Jaime@palmspringsca.gov City of Palm Springs, Engineering Service Department Citadel EHS 28159 Avenue Stanford, Suite 224, Valencia, CA 91355 Phone (818) 650-1138 Plaza Theatre Rehabilitation, 128 S. Palm Canyon Drive, Palm Springs, CA 92262 Task 1.0 Construction Document Review 2162.1002.P_Plaza_Theatre_CDs_COR-1_02-03-23 2/3/2023 11:25 AM Michael Roy DocuSign Envelope ID: 95A95C96-AA6B-4985-8A9C-F1DB4A14319C CITADEL PROJECT NO. 2162.1002.P CITY OF PALM SPRINGS PLAZA THEATRE REHABILITATION 128 S. PALM CANYON DRIVE FEBRUARY 3, 2023 Plaza_Theatre_Scope of Work-CDs 1 SCOPE OF WORK TASK 1.0 CONSTRUCTION DOCUMENT REVIEW Citadel will conduct a review of the construction documents at the 100% Design Development and 50% Construction Document phase to review how the project design will impact the asbestos and lead materials identified and submit a report with our findings and recommendations. The review will include one site visit. TASK 2.0 CONSTRUCTION DOCUMENT PREPARATION Citadel will prepare technical sections 02 8200 – Asbestos Abatement, 02 8100 - Lead Removal, and 02 8200 – Miscellaneous Hazardous Materials Abatement. Specifications will be provided in electronic format at 50% Construction Document and 100% Construction Document submittal phases. Citadel will provide PDF drawings graphically depicting areas and materials to be demolished or abated, and notes referencing methodologies to be employed. Citadel will furnish the City of Palm Springs with electronic drawings in PDF format at 50% Construction Document and 100% Construction Document submittal phases. City of Palm Springs shall be responsible for reviewing, approving, assembling, soliciting, and distributing the construction documents to prospective bidders. DocuSign Envelope ID: 95A95C96-AA6B-4985-8A9C-F1DB4A14319C CONTRACT ABSTRACT 1 Original: Agreement and Insurance Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Citadel EHS Kier Deleo, Principal Plaza Theatre – Hazardous Material Survey, City Project 18-04 $8,899.00 2603080-80000 To be determined by the Notice to Proceed Contract Administration Lead Department: Contract Administrator: Engineering Services Department Joel Montalvo/Francisco Jaime Contract Approvals City Engineer Approval: Agreement Number: TBD A Contract Compliance Exhibits: Signatures: Insurance: Bonds: Attached Attached Attached N/A Contract Prepared By: Engineering Services Department Submitted on: 12/06/2022 By: Vonda Teed          =A@%Ä=%ĉ#)kh=#ĉ!eÅi@%ĉ!ĉ Â?!Î!ĉ%M!%) M!Ï!úAÉ#ĉÁ!%)h!?ĉ#Ê)kÍĉ ÇfN$ĉ¼Æ>¾>O7ĉdBPĉBO7P7ĉ$>PËNc$ĉ +<*2ĉ ĉ ĉĉ  ĉ ĉĉÒllÓÔÕĉˆĉL±LL,ĉĉ ĉ ĉ ĉXĉ"ĉ( ĉ$]ĉĉu/ĉ 'ĉ Xĉ w ĉ0 Fĉ ĉ +\ V*2,ĉ -ĉ 69Ćmo.Qĉ vr{zvó.yUDQĉ #.{98.ă‰ĉgõ8¢Šĉo£Ö¤D¥ĉ¸9UDØ.îĉ M#‹ĉ ĉ ãāĉ|Œĉ + *2¦ĉ 4ĉĉ ĉĉêH ĉqÿĉĉ ĉ<(V‚ĉ-ĉĉR &ĉÞ ĉĉĉ ĉƒ(*`ĉ )=g%!?#ĉ § 3Gĉ THĉ  ĉ ĉ"ĉĉF -ĉ ' ĉĉ/ĉ [-~ĉ'  ĉĉ ĉ( [ĉÈ ĉ+<(ú *2¨ĉ ¶J  ĉĉ 0G ĉĉ 4ĉĉ  ĉĉ /}ĉ  à ,ĉ &n5 wĉ 0ćĉ+0'ĉ:W2ĉ"ĉ_ ĉ5ĉ+¿‡Žĉ _ 3ĉ 1xĉ  Rĉ +4À2ĉ 0 -ĉ ĉ  ĉ ĉ   ĉ ï,ĉ    ĉ    F1ĉ S¡~  ĉ SĉÚĉ ĉ([ĉ 7 ^ĉĉWĉ H 'ĉĉ ĉ "ĉĉ ¬ĉ K ·ĉ ĉ ĉ ;3^ĉ  Y ĉ ‘ĉ  ĉ 1’ĉ önĉ  þ1&áĉĉ ĉĉ-ĉ ĉ|ĉ ĉĉ4ĉ/ĉĉ(ìV`ĉ ¹K ĉ- ĉĉĉĉ ĉ"ĉ' ĉ/ĉ ĉ(:û ­ OBC“ĉ 7f>jdBj,ĉ ĉ  ĉ pĉ  ĉ ĉ  ĉ IĈðĉ  ”ĉ •ĉĉ  ĉ ĉ –ĉ ĉ  ĉ  Hĉ  —ĉ  ĉ  ĉ ĉ Yß ĉÛĉ ĉ ĉĉ s  ˜ĉ ĉ(:ĉĉĉä F µĉ ²®6A@%)!6%A)ĉ#)Ì6# !e)i@%ĉ b¯bĉ #8÷ü.ĉ øÜĉ #.Ă98ÙĄKĉ Nĉ  5 ĉ  ĉ u ĉ 'ĉ  ĉ  ĉ ù " ĉ  ç ëĉ ,ĉ ĉ  &ĉĉ ĉĉ4GZĉĉ   ĉĉĉ$ ĉ"ĉ$ aCíĉ X èĉĉ 5ĉĉĉ»;55ĉ„*ĉĉ 3 ' ĉ  ĉĉ Eĉ+ ĉ<$: *ĉ ĉ\Ct*2Jĉ c;  ĉ…†ĉ ×1 ĉĉ ĉYĉ  0ĉ"ĉ/' ĉ-ĉ  ĉ  0ĉ"ĉ q©ĉ  ĉ ĉĉ ĉ$ĉ  ĉĉ åĉĉĉ ™ĉE ñ,ĉ  ĉ Ý Zĉ ĉ ĉ ĉ  ĉ ĉ "ĉĉ  ĉ s&ĉ         ĉ ;3 ĉ   ĉ   ĉ T1 Zšĉ ;  ›ĉ  ĉ &ĉTI& âĉ ĉ"ĉ  ĉ E ĉ 1&ĉ  ĉI ĉ  ĉ  ªĉ ½ĉ ĉ ĉpĉĉ ĉ ĉ ĉ}ĉ ĉ ĉ ĉ$ ĉ "ĉ$: aCtĉĉ ĉ Āĉĉ /W ĉ3ĉ ĉœĉ ĉ'ĉĉ/Gĉĉ 3ĉĉ ą  ĉJĉ ³°´ĉ 6zôýQrmy8.ĉ €9Uéĉ ?D€«ĉ 4 ĉ  Sĉ  ĉ ĉ òĉ  ĉ E  ĉ ,ĉ ĉ &  ĉ& žĉ0ĉ  ĉ   ĉ xĉ  ĉ  æRĉ ]ĉI Ÿĉ  ĉ 1 ĉ ĉ                                                                                                !" 3 3!3  !3 &3 3 !% 3! 3 !&333  3  3 ! 3 $ !3 $ 3  3DB-3 ! 3  '+Š2'1#00Š3&#/$,%ŠzZPŠ-Gu]QvŠ[GƒPŠP†QL‚{RMŠ|Z^wŠXrQSiPjzŠGxŠnVŠ}\RŠNH~TwŠy}IROŠ KQdo…Š !J€UŠ45Š      $ 3 3!33 ‡  (SWQˆŠ0ŠHgh_kXQqŠ `{‰ŠzzntlT‡Š $ 3      "G{QŠ678Š      !! !3 ‡    rTlMIŠ.qUQŠ aˆŠ eRscŠ ˆŠ9::::;<=::Š>"I{PŠ?@ABCD@@E@ŠFŠ )pQfŠ*pm|Id„pŠ `{‡Š$m YbjRRq                                                                                                                                                                                                                                                                                              CITAENV-01 + 1,WY WBATESON ACORD CERTIFICATE OF LIABILITY INSURANCE D (MM/DIY YYY) DATE (MMID /Y THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Ames & Gough 8300 Greensboro Drive Suite 980 McLean, VA 22102 CONTACT NAME: PHONE AX (A/C. No, Ext): (703) 827-2277 (A/c, No):(703) 827-2279 noDRE : admin@amesgough.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Crum & Forster Specialty Insurance Company 623 INSURED INSURER B:Federal Insurance Company 20281 INSURER C: CrumpInsurance Services Citadel Environmental Services, Inc. dba: Citadel EHS INSURER D : 1725 Victory Boulevard Glendale, CA 91201-2833 INSURER E INSURER F cnVFRAGES CERTIFICATE Nt1MRFR- REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR T TYPE OF INSURANCE ADDL 1 SUBR POLICY NUMBER POLICY EFF Y POLICY EXP M I /Y LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1,000,000 S CLAIMS -MADE [X] OCCUR EPK-146970 3/1/2024 3/1/2025 DAMAGE TO R(EaENTOCCEDPREMISES rence S 300,000 MED EXP (Any oneperson) S 10,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE S 2,000,000 POLICY PECOT- LOC PRODUCTS-COMP/OPAGG $ 2,000,000 S OTHER B AUTOMOBILE LIABILITY(Ea acccidentSINGLE LIMIT $ 1,000,000 BODILY INJURY Perperson) S X ANY AUTO 7359-28-17 3/1/2024 3/1/2025 BODILY BODILY INJURY Per accident S OWNED SCHEDULED AUTOS ONLY AUTOS PROPERTY DAMAGE Per accident S HIRED U OS ONLY AUOTOS ED S C UMBRELLA LIAB X OCCUR EACH OCCURRENCE S 5,000,000 AGGREGATE S 5,000,000 X EXCESS LIAB CLAIMS -MADE EFX-124777 3/1/2024 3/1/2025 DED X RETENTIONS O S B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y ANY PROPRIETOR/PARTNERIEXECUTIVE � OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA 7174-98-91 3/1/2024 3/1/2025 X PER OTH- STATUTE I I ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE S 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 S f yes describe under DESCRIPTION OF OPERATIONS below A Contractors Pollut. EPK-146970 3/1/2024 3/1/2025 Per Claim/Aggregate 1,000,000 A Professional Liab. EPK-146970 311/2024 3/1/2025 Per Claim/Aggregate 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required' Excess Umbrella Liability (2nd Layer): Policy Number: EX04287079/ Effective Date: 3/1/2024 to 3/1/2025 / Carrier: Colony Insurance Company/ AM Best: A (Excellent) / Limit $4,000,000 Per Occurrence/$4,000,000 Per Aggregate RE: CITADEL PROJECT #2162.1001.P — PLAZA THEATRE RENOVATION The City of Palm Springs, CA, its officials, employees and agents are included as additional insured with respect to General Liability, Automobile Liability and Umbrella Liability when required by written contract. General Liability includes Additional Insured coverage for On -Going & Completed Operations as required SEE ATTACHED ACORD 101 [tla:��laNL•\�� RECEIVED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Palm Springs, CA THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y MAR 0 5 2.024 ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 City Hall AUTHORIZED REPRESENTATIVE Reception Desk b ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORO AGENCY CUSTOMER ID: CITAENV-01 LOC #: 1 ADDITIONAL REMARKS SCHEDULE 1A10 A rMenwi Page 1 of 1 AGENCY NAMED INSURED Citadel Environmental Services, Inc. dba: Citadel EHS Ames & Gough 9 1725 Victory Boulevard POLICY NUMBER Glendale, CA 91201-2833 EE PAGE 1 CARRIER NAIC CODE EFFECTIVE DATE: SEE PAGE 1 EE PAGE 1 SEE P 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles: by written contract. General Liability, Automobile Liability and Umbrella are primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by written contract. General Liability, Automobile Liability, Workers Compensation and Umbrella Liability policies include a waiver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract. Umbrella Liability coverage sits excess over General Liability, Automobile Liability, Employers Liability, Contractors Pollution Liability, and Professional Liability coverage. 30-day Notice of Cancellation will be issued for the General Liability, Automobile Liability, Umbrella Liability, Workers Compensation, and Professional Liability policies in accordance with policy terms and conditions. ACORD 101 (2008/01) © 2008 ACORD CORPORAI ION. Ali ngnts reservea. The ACORD name and logo are registered marks of ACORD Policy #EPK-146970 Crum Forster part of the FAIRFAX group THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - 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 Additional Insured Person(s) or Organization(s) Where Required By Written Contract SECTION III — WHO IS AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but only with respect to liability caused, in whole or in part. by "your work" for that insured which is performed by you or by those acting on your behalf. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0111-0211 Page 1 of 1 Policy #EPK-146970 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Oraanization(s): Location(s) of Covered Operations Blanket when specifically required in a written contract Blanket when specifically required in a written with the name insured. contract with the name insured. Information required to complete this Schedule if not shown above, will be shown in the Declarations. A. Section III — Who Is An Insured within the Common Provisions 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" cause, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 3. 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(s) at the location of the covered operations has been completed; or 4. 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. EN0321-0211 Page 1 of 1 Policy #EPK-146970 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART THIRD PARTY POLLUTION LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) or Organization(s): Blanket when specifically required in a written contract with the name insured. SECTION III — WHO IS AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but solely with respect to "claims" caused in whole or in part, by "your work" for that person or organization performed by you, or by those acting on your behalf. This insurance shall be primary and non-contributory, but only in the event of a named insured's sole negligence. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0119-0211 Page 1 of 1 Policy #EPK-146970 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDED WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART THIRD PARTY POLLUTION LIABILITY COVERAGE PART ONSITE CLEANUP COVERAGE PART SCHEDULE Name of Person(s) or Orqanization(s) Blanket when specifically required in a written contract with the name insured. Information required to complete this Schedule if not shown above will be shown in the Declarations. SECTION VI — COMMON CONDITIONS, item 17. Transfer Of Rights of Recovery Against Others To Us within the Common Provisions is amended by the addition of the following: Solely as respects the person(s) or organization(s) indicated in the Schedule shown above, we waive any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shown above because of payments we make for `damages" arising out of your ongoing operations or "your work' performed under a written contract with that person(s) or organization(s) and included in the "products - completed operations hazard". However, this waiver shall not apply to "damages" resulting from the sole negligence of the person(s) or organization(s) indicated in the Schedule shown above. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0109-0211 Page 1 of 1 POLICY NUMBER: (21)7359-28-17 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. — CANCELLATION - of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following. b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. 2. Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is an "insured" under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A. 1. — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.I. — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor, and (2) The "auto" is leased without a driver. Such leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You; 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating an "auto" with the permission of any of 1. and/or 2. above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following. f. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed under an express provision in a written "insured contract", written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an "insured". However, such person or organization is an "insured" only: Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" 4 5. —_ . (1) with respect to the operation, maintenance or use of a covered "auto'; and (2) for "bodily injury" or "property damage" caused by an "accident' which takes place after: (a) You executed the "insured contract' or written agreement; or (b) The permit has been issued to you. FELLOW EMPLOYEE COVERAGE EXCLUSION B.5. - FELLOW EMPLOYEE — of SECTION II — LIABILITY COVERAGE does not apply. PHYSICAL DAMAGE — ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. — TRANSPORTATION EXPENSES — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum limit of $1,000. AUTO LOAN/LEASE GAP COVERAGE Paragraph A. 4. — COVERAGE EXTENSIONS - of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: c. Unpaid Loan or Lease Amounts In the event of a total "loss" to a covered "auto', we will pay any unpaid amount due on the loan or lease for a covered "auto' minus- 1 . The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue loan/lease payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage: c. Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, and e. Carry-over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto'; 2. Specified Causes of Loss Coverage only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto'; or Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any covered "auto. RENTAL AGENCY EXPENSE Paragraph A. 4. — COVERAGE EXTENSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: d. Rental Expense We will pay the following expenses that you or any of your "employees" are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out of use because of actual damage to, or "loss" of, that vehicle, including income lost due to absence of that vehicle for use as a replacement; 2. $2,500 for decrease in trade-in value of the rental vehicle because of actual damage to that vehicle arising out of a covered "loss"; and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement. 4. $7,500 maximum total amount for paragraphs 1., 2. and 3. combined. 7. EXTRA EXPENSE — BROADENED COVERAGE Paragraph A.4. — COVERAGE EXTENSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: e. Recovery Expense We will pay for the expense of returning a stolen covered "auto' to you. 8. AIRBAG COVERAGE Paragraph B.3.a. - EXCLUSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. 9. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT - BROADENED COVERAGE Paragraph C.1.b. — LIMIT OF INSURANCE - of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: b. $2,000 is the most we will pay for "loss" in any one "accident' to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment, or (3) An integral part of such equipment. 10. GLASS REPAIR — WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" la`.— ___R�u'. ��� _ "ter L- tea. r'- .. ��.... �:cati.. ...a._.� _ _. � _. _� _._ — �� _� Sri__ _ _ _. _ �_-_ _T._ __.,_. _�. ��-- -. Under Paragraph D. - DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same "accident", the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A.2.a. - DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when the "accident" is known to: (1) You or your authorized representative, if you are an individual; (2) A partner, or any authorized representative, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an "accident", claim, "suit" or "loss" by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. 13. WAIVER OF SUBROGATION Paragraph A.S. - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or organization for "loss" to which this insurance applies, provided the "insured" has waived their rights of recovery against such person or organization under a contract or agreement that is entered into before such "loss". To the extent that the "insured's" rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. — CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV — BUSINESS AUTO CONDITIONS - is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 15. AUTOS RENTED BY EMPLOYEES Paragraph B.S. - OTHER INSURANCE of SECTION IV — BUSINESS AUTO CONDITIONS - is amended to add the following: e. Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 16. HIRED AUTO — COVERAGE TERRITORY Paragraph B.7.b.(5). - POLICY PERIOD, COVERAGE TERRITORY of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (5) A covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17. RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of - SECTION V — DEFINITIONS is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death as a result of the "bodily injury" sustained by that person. Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" POLICY NUMBER: (21)7359-28-17 COMMERCIAL AUTO 16-02-0316 Ed. 10 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY LIABILITY INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: CITADEL ENVIRONMENTAL SERVICES INC. Endorsement Effective Date: 03/01/2024 SCHEDULE Name(s) Of Person(s) Or Organization(s): PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT BETWEEN YOU AND SUCH PERSON OR ORGANIZATION, TO PROVIDE PRIMARY AND NON-CONTRIBUTORY INSURANCE. Information required to complete this Schedule if not shown above will be shown in the Declarations. The following is added to Item 5. — "Other Insurance" of Item B. —"General Conditions' under Section IV —"Business Auto Conditions": e. Regardless of the provisions of Paragraph 5.a. through d. above, for any liability arising out of the ownership, maintenance, use, rental, lease, loan, hire or borrowing by an "insured" of a covered "auto" for which an "insured" is contractually obligated to provide primary insurance coverage to a client, this Coverage Form will be primary and non-contributory with respect to the Persons or Organizations in the schedule, regardless of the availability or existence of other collectible insurance under any other Coverage Form or policy that applies on a primary basis. 16-02-0316 Ed. 10 14 Page 1 of 3 Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number CITADEL ENVIRONMENTAL SERVICES INC. Policy Number Number: 22) 7174-98-91 --Symbol: Policy Period Effective Date of 03/01/2024 TO 03/01/2025 Endorsement 03/01/2024 Issued By (Name of Insurance Company) Federal Insurance Company Insert the olic number The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the ph, CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule Specific Waiver Name of person or organization Blanket Waiver - Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. X Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations. All California Operations Premium: The premium charge for this endorsement shall be 1 % percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: WC 90 03 75 (05/18) Insured Copy Authorized Representative Policy #EFX-124777 ENVIRONMENTAL EXCESS LIABILITY POLICY Various provisions 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 stated in Item 1. of the Declarations. The term Insured means any person or organization qualifying as an insured in the "controlling underlying insurance". The words "we", "us" and 'bur" refer to the Company stated on the Declarations providing this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION III DEFINITIONS and other provisions of this policy for such meanings. I. INSURING AGREEMENT We will pay on behalf of the Insured the "ultimate net loss": 1. In excess of all "underlying insurance", 2. Provided the injury or offense takes place during the Policy Period of this policy, and 3. Only after all "underlying insurance" has been exhausted by the payments of the limits of such insurance for losses arising out of 'occurrences", "pollution conditions" or "wrongful acts" insured by all of the policies designated in the Declarations as "underlying insurance'. If any "underlying insurance" does not pay a loss for reasons other than the exhaustion of an aggregate limit of insurance, then we shall not pay such loss. We have no obligation under this insurance with respect to any claim or suit settled without our consent. The amount we pay is limited as described in SECTION IV. LIMIT OF LIABILITY. If we are prevented by law from paying on behalf of the Insured for coverage provided under this insurance, then we will indemnify the Insured. The Agreements, Definitions, Terms, Conditions, and Exclusions of the "controlling underlying insurance' scheduled in Item 5. of the Declarations, in effect at the inception date of this policy, apply to this coverage unless: 1. They are inconsistent with provisions of this policy; or 2. There are provisions in this policy for which a similar provision is not contained in the "controlling underlying insurance"; or 3. They relate to premium, subrogation, any obligation to defend, the payment of expenses, Limits of Insurance, cancellation or any renewal agreement. With respect to the exceptions described in 1., 2. or 3. above, the provisions of this policy will apply. II. DEFENSE PROVISIONS AND SUPPLEMENTAL PAYMENTS A. DEFENSE PROVISIONS We shall not be called upon to assume charge of the investigation, settlement or defense of any claim made or suit brought against the Insured, but we shall have the right and be given the opportunity to be associated in the defense and trial of any claims or suits relative to any "occurrence", "pollution condition" or "wrongful act" which, in our opinion, may create liability on the part of us under the terms of this policy. If we assume such right and opportunity, we shall not be obligated to defend any suit after the EN0028-0714 c0 2011 United States Fire Insurance Company, all rights reserved. Page 1 of 10 Policy #EFX-124777 applicable limits of this policy have been exhausted by payment of the "ultimate net loss'. B. SUPPLEMENTAL PAYMENTS The only supplemental payments and expense that we shall pay under this policy are as follows: 1. All expenses incurred by us and solely at our discretion; 2. All interest on that part of any judgment which accrues after entry of the judgment and before we have paid, offered to pay, or deposited into court that part of the judgment, payable under this policy, which does not exceed the Limits of Insurance, and to which this policy applies; 3. If all "underlying insurance" pays pre -judgment interest, then we will pay related pre- judgment interest awarded against the Insured on the part of the judgment we pay. If we make an offer to pay the applicable Limits of Insurance, we will not pay any pre -judgment interest based on that period of time after the offer. C. DEFENSE AND SUPPLEMENTAL PAYMENTS CONDITION Defense provisions and supplemental payments are subject to all of the foregoing and: 1. If defense and/or supplemental payment expenses are included within the limit of insurance of any "underlying insurance", then any such expense payment we make shall reduce the Limits of Insurance of this policy. 2. If none of the policies of "underlying insurance" includes defense and/or supplemental payment expenses within the limit of insurance of the "underlying insurance", then any such expense payment we make shall not reduce the Limits of Insurance of this policy. III. DEFINITIONS A. "Controlling underlying insurance" means the policy or policies of insurance as stated in Item 5. of the Declarations. B. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. C. "Pollution condition" means the discharge, dispersal, seepage, migration, release, escape, presence or movement of "pollutants'. Two or more "pollution conditions" arising out of the same or related acts of discharge, dispersal, seepage, migration, release, escape or movement of "pollutants" shall be deemed to be a single "pollution condition". D. "Ultimate net loss" means the amount of the principal sum, award or verdict actually paid or payable in cash in the settlement or satisfaction of claims for which the insured is liable, either by adjudication or compromise with the written consent of us, after making proper deduction for all recoveries and salvages. Defense and supplemental expense payments shall be included within the "ultimate net loss', provided that such expense payments are included within the agreements, terms, conditions, and limits of insurance of any "underlying insurance" in accordance with SECTION II., Paragraph C. DEFENSE AND SUPPLEMENTAL PAYMENTS CONDITION. E. "Underlying insurance" means the policy or policies of insurance as described in Item 5. of the Declarations, including "controlling underlying insurance". F. "Wrongful act' means an act, error or omission in the rendering or failure to render "professional services" by any insured covered under an underlying Errors and Omissions policy. EN0028-0714 Gc 2011 United States Fire Insurance Company. all rights reserved. Page 2 of 10 Policy #EFX-124777 IV. LIMIT OF LIABILITY The Limit of Liability stated in the Declarations as applicable to Each Occurrence shall be the total limit of our liability for all loss sustained as the result of any one 'occurrence", "pollution condition" or "wrongful act". If a deductible amount is stated in Item 4. of the Declarations, our liability for loss sustained as the result of any one 'occurrence", "pollution condition" or "wrongful act" shall be limited to amounts in excess of that deductible. The Limit of Liability stated in the Declarations as "aggregate" shall be the total limit of our liability for all losses sustained during each annual period of this policy except for losses covered in the "underlying insurance" to which no underlying aggregate limit applies and for which any "underlying insurance' provides coverage that is subject to an aggregate limit. This policy shall apply in excess of the "underlying insurance" limits shown in the Declarations. However, if the "underlying insurance" limit has been reduced or exhausted solely by reason of losses paid thereunder arising out of 'occurrences", "pollution conditions" or "wrongful acts" which take place during the policy period of this policy, then this policy shall: 1. In the event of reduction, pay the excess of the reduced underlying limit; 2. In the event of exhaustion, continue in force as "underlying insurance". However, when 1. or 2. above apply, we will not pay that portion of a loss that is within the underlying limits of insurance which you have agreed to fund by self-insurance or means other than insurance. The Limit of Liability of this policy shall apply to the entire policy period and will not reinstate annually if the policy period is greater than twelve months. If the Policy Period is extended after issuance for an additional period of less than 12 months, the additional period will be deemed part of the last preceding period for purposes of determining the Limit of Liability. V. EXCLUSIONS This insurance does not apply to: A. ASBESTOS AND LEAD Any liability arising out of or in any way related to: 1. Asbestos, asbestos fibers, or any product containing asbestos or asbestos fibers; or 2. The actual, alleged, or threatened exposure to lead or any substance containing lead. This policy does not apply to Economic Loss, Diminution of Property, Abatement Costs, or any other loss, cost, or expense including Equitable Relief, in any way or to any extent arising out of or involving: 1. Asbestos, asbestos fibers or any product containing asbestos, or asbestos fibers; or 2. Lead or any substance containing lead. This policy provides no coverage for any fees, costs, or expenses of any nature whatsoever in the investigation or defense of any claim or suit arising out of or involving: 1. Asbestos, asbestos fibers, or any product containing asbestos or asbestos fibers; or 2. Lead or any substance containing lead. As used in this exclusion: EN0028-0714 © 2011 United States Fire Insurance Company, all rights reserved. Page 3 of 10 Policy #EFX-124777 Abatement Costs means any actual or potential damages, costs, fees, or expenses, including the costs of inspection, removal, or replacement. Diminution of Property means the diminishing or lessening in value of property. Economic Loss means any actual or potential damages, costs, fees, expenses, or lost profits arising out of or involving the manufacture or utilization of a good or product. Equitable Relief means any remedy of relief, including restitution or injunctive relief, sought in a court with equitable powers. B. POLLUTION 1. Any liability arising directly or indirectly out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants at any time. 2. Any loss, cost or expense arising out of any: a. Request, demand or order that you 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 effect of pollutants. Pollutants means any solid, liquid, gaseous, or thermal irritant or contaminant including smoke, vapor, soot, fumes, acid alkalis, chemicals and waste. Waste includes material to be recycled, reconditioned or reclaimed. C. CONTROLLING UNDERLYING INSURANCE Any liability excluded by "controlling underlying insurance". D. NUCLEAR ENERGY 1. Under any Liability Coverage to injury, sickness, disease, death or destruction. a. 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 or Nuclear Insurance Association of Canada, or would be an Insured under any such policy but for its termination upon exhaustion of its limits of liability; or b. Resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof of (2) 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. 2. Under any Medical Payments coverage or under any Supplementary Payments provision relating to immediate medical or surgical relief to expenses incurred with respect to bodily injury, sickness, disease or death resulting from the hazardous properties of nuclear facility by any person or organization. 3. Under any Liability coverage, to injury, sickness, disease, death or destruction resulting from the hazardous properties of nuclear material, if a. The nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of an Insured or (2) has been discharged or dispersed there from; b. 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 EN0028-0714 O 2011 United States Fire Insurance Company. all rights reserved. Page 4 of 10 Policy #EFX-124777 Insured; or c. The injury, sickness, disease, death or destruction arises out of the furnishing by an insured of services, materials, parts or equipment in connection with 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 (c) applies only to injury to or destruction of property at such nuclear facility. 4. As used in this policy: "hazardous properties" include radioactive, toxic or explosive properties; "nuclear material" means source material, special nuclear 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 reactor; "waste" means any waste material (1) 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 (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facilities under paragraph (a) or (b) thereof; "nuclear facility" means: a. any nuclear reactor; b. any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste; c. 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 235; d. 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 operation; "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material; With respect to injury to or destruction of property, the word "injury" or "destruction" includes all forms of radioactive contamination of property. "Property damage" includes all forms of radioactive contamination of property E. E.R.I.S.A Any obligation or liability for which the Insured or any of its insurers may be held liable under the Employees' Retirement Income Security Act of 1974 (E.R.I.S.A.), and any amendments thereto or any similar federal, state, local, or foreign law. F. PUNITIVE OR EXEMPLARY DAMAGES Punitive or exemplary damages, fines or penalties. EN0028-0714 c0 2011 United States Fire Insurance Company, all rights reserved. Page 5of10 Policy #EFX-124777 G. COMPUTER -RELATED AND OTHER ELECTRONIC PROBLEMS Liability arising directly or indirectly out of: 1. Any actual of alleged failure, malfunction or inadequacy of: a. Any of the following, whether belonging to Insured or to others: (1) Computer hardware, including microprocessors; (2) Computer application software; (3) Computer operating systems and related software; (4) Computer networks; (5) Microprocessors (computer chips) not part of any computer system; or (6) Any other computerized or electronic equipment or components; or b. Any other products, and any services, data or functions that directly or indirectly use or rely upon, in any manner, any of the items listed in paragraph a. above due to the inability to correctly recognize, process, distinguish, interpret or accept one or more dates or times, including the year 2000 and beyond. 2. Any advice, consultation, design, evaluation, inspection, installation, maintenance, repair, replacement or supervision provided or done by the Insured or for the Insured to determine, rectify or test for, any potential or actual problems described in paragraph 1. above. H. 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. However, this exclusion does not apply to infringement, in your "advertisement" of copyright, trade dress or slogan. VI. CONDITIONS A. APPEALS If you or any of your underlying insurers elect not to appeal a judgment in excess of the limits of liability afforded by the "underlying insurance", we may elect to appeal. Our Limits of Insurance shall not be increased because of the appeal, except that we will make the appeal at our cost and expense. B. ASSIGNMENT Your interest in this policy may not be transferred to another, except by an endorsement issued by us which gives our consent. If you are bankrupt or insolvent or if you die, this policy shall cover your legal representative(s), but only while acting within the scope of their duties as such. C. AUDIT OF YOUR BOOKS AND RECORDS We may examine and audit your books and records as they relate to this policy at any time during this policy period and within three (3) years after the final termination of this policy. D. BANKRUPTCY OR INSOLVENCY Bankruptcy or insolvency of you or your estate will not relieve us of our obligations under this policy. E. BANKRUPTCY OR INSOLVENCY OF UNDERLYING INSURER For all purposes of this policy, if any "underlying insurance" is not available or collectible EN0028-0714 Oc 2011 United States Fire Insurance Company, all rights reserved. Page 6 of 10 Policy #EFX-124777 because of: 1. The bankruptcy or insolvency of the underlying insurer(s) providing such "underlying insurance"; or 2. The inability or failure for any other reason of such underlying insurer(s) to comply with any of the obligations of its policy; then this policy shall apply as if "underlying insurance" were available and collectible. F. CANCELLATION OR NON -RENEWAL 1. The First Named Insured, as stated in Item 1. of the Declarations, may cancel this policy by mailing or delivering to us this policy or written notice of cancellation, stating when thereafter the cancellation is to be effective. 2. We may cancel or non -renew this policy by mailing or delivering to the First Named Insured written notice at least: a. 10 days before the effective date of cancellation, if we cancel for nonpayment of Premium as stated in Item 6. of the Declarations; or b. 20 days before the effective date of cancellation or non -renewal, if we cancel for any other reason, or non -renew. 3. We will mail or deliver our notice to the First Named Insured's last mailing address known to us. 4. Notice of cancellation or non -renewal will state the effective date of cancellation or non - renewal and will be effective for all Insureds. The Policy Period will end on that date. 5. If this policy is canceled, we will send the First Named Insured any Premium refund due. If we cancel, return Premium will be pro rata, subject to a minimum premium earned by us of 25% of the Premium stated in Item 6. of the Declarations. If cancellation is at the request of the First Named Insured, return Premium will be computed at 90% of pro rata unless prohibited by law or statute. Any cancellation by the First Named Insured is subject to the Minimum Earned Premium stated in Item 6. of the Declarations. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. G. CHANGES This policy (including the Declarations and any schedules and endorsements attached) contains all the agreements between you and us concerning this insurance. You are authorized to make changes in the terms of this policy, with our consent. This policy's terms and conditions can be amended or waived only by written endorsement issued by us and made a part of this policy. H. DUTIES IN THE EVENT OF OCCURRENCE, CLAIM OR SUIT 1. You must see to it that we are notified as soon as possible of an "occurrence", "pollution condition" or "wrongful act" which may result in a claim or suit under this policy. To the extent possible notice should include: a. How, when and where the "occurrence", "pollution condition" or "wrongful act" took place; b. The names and addresses of any injured persons and witnesses; and c. The nature and location of any injury or damage arising out of the "occurrence", "pollution condition" or "wrongful act". 2. If a claim is made or suit is brought against any Insured that is likely to involve this policy, you must see to it that we receive prompt written notice of the claim or suit. EN0028-0714 O 2011 United States Fire Insurance Company, all rights reserved. Page 7 of 10 Policy #EFX-124777 3. You and any other involved Insured must: a. Immediately send us copies of any demands, notices, summons, or legal papers received in connection with the claim or suit; b. Authorize us to obtain records and other information; c. Cooperate with us in the investigation, settlement or defense of the claim or suit; d. Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to any Insured because of injury or damage to which this policy may also apply; 4. You shall not make or authorize an admission of liability, attempt to settle, incur any expense, make any payment other than for first aid, or otherwise dispose of any claim or suit without our written consent. 5. You must see to it that we are notified promptly of any 'occurrence", "pollution condition" or "wrongful act" which involves any of the following injuries or events: a. Any brain damage; b. Spinal cord injury with paralysis; c. Severe burns resulting in disfigurement; d. Amputations and/or multiple fractures; e. Fatal injuries; f. Permanent disabilities; sexual molestation and/or rape; g. Massive internal injuries; h. Any coverage issue which may trigger a reservation of rights or coverage declination; or i. Any claim with an incurred exposure of $250,000 or above. You will also promptly advise us of the estimated amount of loss and of adjustment expenses in connection with each claim or loss and of any subsequent changes to those estimates. I. INSPECTION AND SURVEYS We have the right, but are not obligated, to 1. Make inspections and surveys at any time; 2. Give you reports on the conditions we find; and 3. Recommend changes. Any inspections, surveys, reports or recommendations relate only to insurability and the Premiums to be charged. We do not: 1. Make safety inspections; 2. Undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public; or 3. Warrant that conditions are safe or healthful or comply with laws, regulations, codes or standards. This condition applies not only to us but also to any rating service or similar organization that makes insurance inspections, surveys, reports or recommendations. EN0028-0714 n 2011 United States Fire Insurance Company. all rights reserved. Page 8of10 Policy #EFX-124777 J. LEGAL ACTION AGAINST US No person or organization has a right under this policy to: 1. Join us as a party or otherwise bring us into a suit asking for damages from you; 2. Sue us, unless all of the terms of this policy have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against you obtained after trial. 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 this policy. An agreed settlement means a settlement and release of liability signed by us, you, and the claimant or the claimant's legal representative. K. MAINTENANCE OF UNDERLYING INSURANCE The policy or policies referred to in the Declarations and Schedule of "Underlying Insurance" or renewals or replacements thereof not more restrictive in coverage shall be maintained in full effect during this policy period, except for any reduction in the aggregate limits solely by payment of claims and/or claims expense. If such "underlying insurance" is not maintained in full effect by you, if there is any material change in the coverage of any "underlying insurance", or if any limits of liability of "underlying insurance" are: 1. Less than as stated in the Schedule of "Underlying Insurance"; 2. Unavailable to you due to bankruptcy or insolvency of an underlying insurer; or then the insurance afforded by this policy shall apply in the same manner as if such "underlying insurance" and limits of liability had been in effect, available, so maintained unchanged and collectible. L. OTHER INSURANCE If other insurance (whether such insurance is stated to be primary, contributing, excess or contingent) collectable or not, is available to you covering a loss also covered by this policy, other than a policy that is specifically written to apply in excess of this policy, the insurance afforded by this policy shall apply in excess of and shall not contribute with such other insurance. However, if a written contract between you and an additional insured specifically requires that this insurance be primary, then this insurance will be primary to and noncontributing with other insurance maintained by the additional insured; however this primary and noncontributing coverage is limited to the amount of insurance required as specified in the contract. M. PREMIUM The First Named Insured is responsible for the payment of all Premiums. All other Insureds are contingently liable for payment of Premium if the First Named Insured fails to do so. The Premium for this policy, as stated in Item 6. of the Declarations, is a flat Premium. It is not subject to an adjustment unless stated in the Declarations or an endorsement attached to this policy. N. REPRESENTATIONS, FRAUD, OR CONCEALMENT By accepting this policy, you agree that: 1. The statements in the Declarations, Schedule of "Underlying Insurance", and Application for this policy are accurate and complete; 2. Those statements are based upon representations you made to us; EN0028-0714 2011 United States Fire Insurance Company. all rights reserved. Page 9of10 - - - __ �- - i�_ s. - - - - - - - - - - - - - - _ - - Policy'#EFX-124777 3. This policy has been issued in reliance upon your representations; and 4. This policy is void in any case of fraud by you or if you intentionally conceal or misrepresent any material fact as it relates to this policy or any claim under this policy. O. SEPARATION OF INSUREDS Except with respect to the Limits of Insurance, this policy applies: 1. As if each Insured were the only Insured; 2. Separately to each Insured against whom claim is made or suit brought. P. SUBROGATION In the event of any payment under this policy by us, we shall be subrogated to all of your rights of recovery against any person or organization, and you shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. You shall do nothing after loss to prejudice such rights. The amount recovered as subrogation shall be apportioned in the inverse order of payment of the "ultimate net loss" to the extent of the actual payment. The expenses of all recovery proceedings shall be apportioned in the ratio of respective recoveries. We have no duty to provide coverage under this policy unless you and any other involved insured have fully complied with the conditions of this policy. However, if a written contract between you and an additional insured specifically requires it, we will waive any right of recovery we may have against that person or organization because of payments we make for injury or damage arising out of your work performed for that person or organization under such written contract, but only if the injury or damage does not result from the sole negligence of that person or organization. Q. TITLES OR CAPTIONS OF POLICY PROVISIONS The title or caption of the sections and paragraphs of this policy and any attached endorsements are solely for convenience or reference. They do not affect the provisions to which they relate. R. SERVICE OF SUIT It is agreed that service of process in any suit on this policy against us may be made upon the highest one in authority bearing the title of commissioner, director or superintendent of insurance of the state or commonwealth wherein this policy is delivered or issued. The one in authority bearing the title commissioner, director, or superintendent of insurance of the state or commonwealth where this policy is delivered is hereby authorized and directed to accept service of process on behalf of this Company in any such suit; provided such commissioner, director, or superintendent has a procedure for forwarding suits to insurance companies by registered or certified mail and agrees to abide by such procedure by mailing via certified mail all documents so served to Crum and Forster Specialty Insurance Company, Attention: Claims, 305 Madison Avenue, Morristown, NJ 07960. It is further agreed that the Insured shall, by registered mail, send to Crum and Forster Specialty Insurance Company, Attention: Claims, 305 Madison Avenue, Morristown, NJ 07962 a copy of all documents relating to the service of process and suit as the Insured has delivered to the highest one in authority of the insurance department of the state in which the suit has been instituted. EN0028-0714 C 2011 United States Fire Insurance Company, all rights reserved. Page 10 of 10