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Air Quality Compliance Solutions DBA AQCS Environmental - 2015
AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND AIR QUALITY COMPLIANCE SOLUTIONS, INC., DBA; AQCS ENVIRONMENTAL THIS AGREEMENT is entered into this 1st day of July, 2015, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Air Quality Compliance Solutions, Inc., DBA; AQCS Environmental, a California corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call environmental compliance management services; WHEREAS, on January 27, 2014, the Department of Engineering & Public Works advertised a Request for Qualifications (RFQ) for various engineering and construction support services; WHEREAS, on February 24, 2014, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ; WHEREAS, the CITY has determined that the CONSULTANT is a professional environmental consulting firm specializing in environmental compliance management; and WHEREAS, based on evaluation of the CONSULTANT'S SOQ and interview, the CITY has determined that the CONSULTANT is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services as needed, including, but not limited to, environmental compliance management involving water quality, air quality, hazardous materials, and occupational health and safety, further described and as set forth in Exhibit "A". 1 AQCS Agreement, July 2015 The CONSULTANT will be expected to submit proposals for individual task orders in a timely manner, consistent with the general scope of services in Exhibit "A". Task order proposals shall include a detailed scope of work, schedule of deliverables and "not -to - exceed" cost estimate. The Project Coordinator will issue a Notice to Proceed upon approval of each individual task order. After issuance of a Notice to Proceed for each individual task order, the CONSULTANT will only receive compensation for actual work performed, on a time and materials basis, consistent with the detailed scope of work and within the limits of the "not -to - exceed" cost estimate. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the Project Coordinator. The CONSULTANT shall appear at meetings as required by the Project Coordinator to keep staff and City Council advised of the progress on projects. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 15% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, Director of Public Works/City Engineer, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Scott Storms, President, thereby is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and materials, consistent with Exhibit `B". The billing rates presented in Exhibit `B" may not be increased without prior written authorization from the CITY. The total cost for services described in Exhibit "A" shall not exceed $50,000 (the Base amount) without prior written authorization from the CITY. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with the general scope of services in Exhibit "A", and the detailed scope of work and schedule of deliverables provided for individual task orders, as determined by the Project Coordinator. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 2 AQCS Agreement, July 2015 5. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement is effective as of July 1, 2015. The duration of this Agreement is for the period of July 1, 2015 through June 30, 2017. With mutual agreement of the parties, this Agreement may be extended for an additional period of up to one year, through June 30, 2018. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but -only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, 3 AQCS Agreement, July 2015 or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES. PERMITS. ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the 4 AQCS Agreement, July 2015 CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTWINFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the 5 AQCS Agreement, July 2015 CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. The CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. JNDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S negligent performance of this Agreement. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non - owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insured, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insured, and a separate additional insured 6 AQCS Agreement, July 2015 endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non - admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEFN. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 7 AQCS Agreement, July 2015 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten 8 AQCS Agreement, July 2015 (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Stephen Manganiello Director of Public Works/City Engineer Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Scott Storms President Air Quality Compliance Solutions, Inc. 2415 Poinsettia Drive San Diego, CA 92106 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City 9 AQCS Agreement, July 2015 Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. 10 AQCS Agreement, July 2015 K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY AIR QUALITY COMPLIANCE SOLUTIONS, INC., DBA; AQCS EVIROMENTAL 1 By: Leslie Deese City Manager APPROVED • S TO FORM: Claudia G. Silva City Attorn By: Sco President Edith Lederman Vice President 11 AQCS Agreement, July 2015 AQCS environmental 3/25/2015 1. Cover Letter EXHIBIT "A" Stephen Manganiello Director of Public Works/City Engineer City of National City Department of Engineering & Public Works 1243 National City Boulevard National City, CA 91950 Dear Mr. Mangeniello, Environmental Compliance Management and Consulting Thank you for this opportunity to provide a proposal for additional consulting services for the City of National City. As you know, we are already contracted to provide environmental health and safety compliance management services for several facilities at the City of National City and we look forward to expanding our services to meet the city's additional needs. AQCS Environmental is a small team of environmental consultants with a mission to help municipalities, businesses, hospitals and other institutions in Southern California comply with environmental regulations. We have been providing environmental compliance consulting services to entities in Southern California for 13 years. The company founder, Scott Storms, has worked as a laboratory and field environmental scientist and as a regulatory inspector with the local San Diego Air Pollution Control District. This unique combination of experience informs the methods AQCS uses to provide services to its clients. We are detail and data driven and we bring the perspective of a regulator to your facility to create a program that is thorough, cost effective, and objective based. AQCS Environmental has extensive experience in the municipal environmental compliance field. We currently provide services to the following municipal entities in Southern California: • City of Oceanside • City of San Marcos • City of La Mesa • City of Carlsbad • Vallecitos Water District • San Diego Metro Transit Service AQCS Environmental has an excellent reputation with regulatory agencies. We foster this relationship actively and leverage it to our clients' advantage whenever possible. We emphasize customer service to our clients while simultaneously understanding that the final consumers of our product are local regulatory agencies. Thank you again for this opportunity to provide services to the City of National City. Best regards, Scott Storms, President, AQCS Environmental AQCS Environmental 2415 Poinsettia Drive San Diego, CA 92106 www.aqcs-environmental.com Phone: 619-379-1457 Fax: 619-374-7133 Page 1 of 11 AQCS environmental Environmental Compliance Management and Consulting Statement of Qualifications: Environmental Health and Safety Compliance Consulting for the City of National City AQCS Environmental Version: 2.1 Submitted on: 3/25/2015 2. Executive Summary The City of National City operates numerous facilities with activities and equipment that are regulated by federal, state and local environmental agencies. While individual requirements are not often burdensome, the management of multiple programs with similar but different requirements can become difficult and confusing. AQCS proposes to provide expert and timely environmental Health and Safety compliance management consulting to the City of National City. The six environmental agencies that regulate the City of National City are: a. San Diego County Department of Environmental Health, Hazardous Materials Division b. San Diego County Air Pollution Control District c. California Air Resources Board d. State Water Resource Control Board e. Regional Water Quality Control Board f. Division of Occupational Safety and Health (DOSH) 3. Contact Information a. Legal name and address: Air Quality Compliance Solutions, Inc., DBA; AQCS Environmental b. Legal form of company: California Corporation as per Subchapter S c. Address of office working on project: 2415 Poinsettia Drive San Diego, CA 92106 d. Proposal contact information: Scott Storms Phone: 619-379-1457 Fax: 619-374-7133 Email: sstormsCa�agcs-environmental.com 4. Team Organization and Key Personnel a. Staffing plan AQCS currently has five persons on staff. We believe our current level of staffing will accommodate any anticipated projects required by the City of National City. If additional AQCS Environmental 2415 Poinsettia Drive San Diego, CA 92106 www.aqcs-environmental.com Phone: 619-379-1457 Fax: 619-374-7133 Page 2 of 11 AQCS environmental Environmental Compliance Management and Consulting staffing is required, AQCS will conduct appropriate hiring. Resumes of all AQCS staff can be found in Attachment A of this document. b. Organizational chart with staff roles and responsibilities Scott Storms, President Derryl Hadley, Operations Manager Rebecca Watkins, Technical Lead Marissa Lopez, Field inspector 5. Experience and Technical Competence Josh Jones, Field inspector a. Identification of services AQCS Environmental proposes to provide consulting services to maintain compliance with the following five regulatory agencies: San Diego County Department of Environmental Health, Hazardous Materials Division The San Diego County Department of Environmental Health, Hazardous Materials Division (SDDEH, HMD) is the local agency that is authorized to implement and enforce California's environmental health laws relating to: 1. Hazardous Materials 2. Hazardous Waste 3. Universal Waste 4. Medical Waste 5. Underground Storage Tanks 6. Above Ground Petroleum Storage Tanks 7. Accidental Release Program 8. California Environmental Reporting System (CERS) AQCS Environmental 2415 Poinsettia Drive San Diego, CA 92106 www.aqcs-environmental.com Phone: 619-379-1457 Fax: 619-374-7133 Page 3 of 11 AQCS environmental Environmental Compliance Management and Consulting San Diego County Air Pollution Control District The San Diego County Air Pollution Control District (SD-APCD) implements and enforces stationary and portable source air pollution regulations in the County of San Diego. These regulations are found in both the California Code of Regulations and in the SD-APCD local rule book. Cities such as the City of National City typically have a small number of regulated equipment and activities that include: 1. Emergency Generators 2. Boilers 3. Portable Equipment 4. Landfills California Air Resources Board The California Air Resources Board (CARB) regulates portable, stationary and mobile emission sources in the State of California. Cities typically have the following equipment that is regulated by CARB: 1. On -road, heavy-duty diesel vehicles 2. Off -road, heavy-duty diesel equipment 3. Portable diesel equipment State Water Resource Controls Board and Regional Water Quality Controls Board The State and Regional Water Quality Control Boards regulate stormwater runoff from industrial, municipal, and construction sources. Division of Occupational Safety and Health (DOSH), AKA CaI/OSHA, DOSH protects workers from health and safety hazards on the job in almost every workplace in California through its research, standards, enforcement, and consultation programs. DOSH compliance services will be subcontracted through EEAP, Inc. b. Matrix of services Agency Services San Diego County Department of Environmental Health, Hazardous Materials Division Planning, auditing, recordkeeping, training, electronic account management, citation defense San Diego County Air Pollution Control District Planning, auditing, recordkeeping, training, citation defense California Air Resources Board Planning, auditing, recordkeeping, training State Water Resource Controls Board and Regional Water Quality Controls Board Plan development: SWPPP, WQMP/WQRT MS4 permit development and management Division of Occupational Safety and Health Facility auditing, employee training, citation defense. AQCS Environmental 2415 Poinsettia Drive San Diego, CA 92106 www.aqcs-environmental.com Phone: 619-379-1457 Fax: 619-374-7133 Page 4 of 11 AQCS environmental Environmental Compliance Management and Consulting c. Expertise in regional environment AQCS Environmental has extensive experience in the municipal environmental compliance field. We currently provide services to the following municipal entities in Southern California: 1. City of Oceanside 2. City of San Marcos 3. City of La Mesa 4. City of Carlsbad 5. Vallecitos Water District 6. San Diego Metro Transit Service References for these clients and others can be found in Attachment B of this document. AQCS Environmental has an excellent reputation with regulatory agencies. We foster this relationship actively and leverage it to our clients' advantage whenever possible. We emphasize customer service to our clients while simultaneously understanding that the final consumers of our product are local regulatory agencies. d. Relevant experience AQCS provides these ongoing services for over thirty businesses in San Diego County. 1. Hazardous/universal waste management 2. Hazardous materials storage compliance 3. Underground storage tank compliance 4. Aboveground storage tank compliance 5. Diesel engine compliance 6. Grant writing 7. Stormwater compliance 8. Emission inventories 9. Greenhouse gas reporting compliance AQCS Environmental has been in business for thirteen years. e. Knowledge of applicable regulations AQCS routinely provides regulatory compliance services for customers with programs, processes, equipment or operations that are subject to: Regulation Subject RCRA, Chapter 42; 40 CFR, Parts 260-279; 22 CCR Division 4.5; California HSC, Division 20, Chapter 6.5; 8 CCR Hazardous waste 49 CFR; AB 2286; 8 CCR; 19 CCR Hazardous materials 13 CCR § 2420, 2449 et seq. In -use, off -road, diesel equipment ATCM 13 CCR § 2021, 2022 et seq. In -use, on -road, heavy-duty, diesel equipment ATOM 17 CCR § 93116 Portable diesel equipment ATCM 13 CCR § 2450 et seq. Portable diesel equipment registration program 17 CCR § 93115 Stationary diesel generators ATCM 23 CCR 2610 et seq. Underground Storage Tanks AQCS Environmental 2415 Poinsettia Drive San Diego, CA 92106 www.aqcs-environmental.com Page 5 of 11 Phone: 619-379-1457 Fax: 619-374-7133 AQCS environmental Environmental Compliance Management and Consulting HSC 6.67, 25270, 40 CFR part 112.1 (c) Above Ground Storage Tanks Order No. R9-2007-0001, NPDES CAS618033 Municipal Stormwater San Diego Air Pollution Control District Rule Book Stationary and portable air pollution sources 8 CCR Worker health and safety through EEAP, Inc. or other contracted DOSH compliance consultant. 6. Methods Proposed to Accomplish Work a. Scopes of work: i. DEH Compliance Inspection: 1. Verify current UPF Permit 2. Inspect storage of hazardous materials and hazardous/universal/medical waste to verify: a. Proper storage b. Proper labeling c. Allowed retention times are met d. Correct documentation of removal 3. Verify current required training 4. Provide inspection report ii. CERS Review 1. Facility information 2. Emergency contacts 3. Business activities 4. Hazardous materials inventory 5. Site map 6. Emergency response plan 7. Training plan iii. Generator Compliance Inspection: 1. Review permit 2. Review operational records 3. Verify operation is in compliance with permit limits 4. Review maintenance log 5. Review O&M manual availability 6. Provide inspection report iv. Stormwater Pollution Prevention Inspection 1. Review site for need to develop Stormwater Pollution Prevention Plan (SWPPP) or; 2. Review existing SWPPP 3. Inspect existing Best Management Practices (BMPs) 4. Inspect for additional BMPS that may be required 5. Develop or update SWPPP to reflect observations made during the inspection. AQCS Environmental 2415 Poinsettia Drive San Diego, CA 92106 www.aqcs-environmental.com Phone: 619-379-1457 Fax: 619-374-7133 Page 6 of 11 AQCS environmental Environmental Compliance Management and Consulting 6. Provide stormwater pollution prevention training for facility staff 7. Provide inspection report v. OSHA Compliance Inspection 1. Make determinations of applicable OSHA programs that require documentation 2. Provide documentation 3. Facility inspection that includes: a. Review of safety programs b. Review of training programs c. Consultation to: i. Abate hazards ii. Improve safety operations iii. Maintain compliance d. Identify CAL/OSHA violations e. Identify possible hazards f. Identify required machine guarding g. Provide inspection report 4. OSHA training is available in over 300 different safety lessons a. To be provided via web portal that is also available for smartphones b. Documentation of training is maintained on-line b. work plan and pricing For the activities listed in a: Scopes of Work Location Activity Proposed Frequency All locations NOSH start-up One time Public Works Yard DEH compliance inspection Monthly CERS update Every 6 months OSHA compliance inspection Every 4 months Stormwater pollution prevention inspection Every 6 months Fire Station #31 DEH compliance inspection with CERS update Every 6 months OSHA compliance inspection Annual Generator compliance inspection Every 6 months Fire Station #34 DEH compliance inspection with CERS update Every 6 months OSHA compliance inspection Annual Generator compliance inspection Every 6 months Police Station DEH compliance inspection with CERS update Every 6 months OSHA compliance inspection Annual Generator compliance inspection Every 6 months Municipal Pool D DEH compliance inspection with CERS update Every 6 months OSHA compliance inspection Every 6 months AQCS Environmental 2415 Poinsettia Drive San Diego, CA 92106 www.aqcs-environmental.com Page 7 of 11 Price each $3000 $300 $150 $315 $200 $400 $315 $150 $400 $315 $150 $400 $315 $150 $400 $315 Phone: 619-379-1457 Fax: 619-374-7133 AQCS environmental Environmental Compliance Management and Consulting Morgan and Kimball Towers DEH compliance inspection with CERS update Every 6 months $400 OSHA compliance inspection Annual $315 Generator compliance inspection Every 6 months $150 Stormwater pollution prevention inspection Annual $200 City Hall DEH compliance inspection with CERS update Every 6 months $400 OSHA compliance inspection Annual $315 Generator compliance inspection Every 6 months $150 Tradesman Shop DEH compliance inspection with CERS update Every 6 months $350 OSHA compliance inspection Every 6 months $315 Stormwater pollution prevention inspection Annual $200 Any location Additional services As needed $110/hr c. Hazardous Waste Removal Waste Stream Price Units Waste oil No charge Waste antifreeze $0.38 gallon Drained used oil filters $38.40 55 gallon drum Mixed fuels $192.00 55 gallon drum Grease $201.60 55 gallon drum Oily water $168.00 55 gallon drum Paint, latex $262.80 55 gallon drum Paint, oil $420.00 55 gallon drum Brake fluid $168.00 55 gallon drum Oily absorbent $168.00 55 gallon drum Oily soil $168.00 55 gallon drum Gasoline $192.00 55 gallon drum Diesel fuel $168.00 55 gallon drum Oily sludge $236.40 55 gallon drum Antifreeze/oil mixture $168.00 55 gallon drum Aerosols $324.00 55 gallon drum High halide Oils $283.20 55 gallon drum Brake shavings $192.00 55 gallon drum Fluorescent tubes $0.24 per inch New Drums 55 gallon open top $55.20 each 55 gallon closed top $58.80 each 85 gallon open top $156.60 each AQCS Environmental 2415 Poinsettia Drive San Diego, CA 92106 www.aqcs-environmental.com Page 8 of 11 Phone: 619-3 79-145 7 Fax: 619-374-7133 AQCS environmental d. Proposed Budget: Environmental Compliance Management and Consulting Category Price One Time Start -Up Fees for EEAP Services: $3,000.00 Compliance Inspections and Training: $15,580.00 Hazardous Waste Removal: $15,000.00 Additional services and materials: $2,500.00 First Year Total: $35,080.00 Subsequent Year Total: $33,080.00 e. Managerial approach AQCS Environmental is a small firm with a relatively flat management structure. In addition to regular communications between staff members, regular staff meetings are conducted both in the office and in the field to ensure consistency and continuity in our services and deliverables. f. Project deliverable QA/QC process Work will be self -assessed by persons assigned to the task. Larger project elements will be reviewed by the owner. Other projects will be subjected to scrutiny during regularly scheduled staff meetings. 7. Financial Management and Accounting System Financial management and accounting is conducted on QuickBooks© software. Regular reports of accounts are reviewed for status. Billable hours and project billing are recorded on a shared spreadsheet. Compliance with Title 48 CFR: At AQCS Environmental, we believe compliance with environmental regulations should be affordable. We structure projects for our clients that are reasonable, prudent, and conform to generally accepted standards. Hours of work and materials for our projects are allocable. In the long term, we believe we will save the City of National City money by implementing cost- effective compliance programs, reducing fines and eliminating lost man-hours. AQCS Environmental 2415 Poinsettia Drive San Diego, CA 92106 www.aqcs-environmental.com Phone: 619-379-1457 Fax: 619-374-7133 Page 9 of 11 AQCS environmental Environmental Compliance Management and Consulting Conclusion AQCS Environmental has provided compliance solutions for the businesses in Southern California for twelve years. We solve environmental compliance challenges for six current municipal entity clients. Most of them have been clients for more than eight years. These municipalities face challenges that are very similar to the ones National City currently faces. We have an excellent reputation and relationship with local regulators and leverage this relationship for your benefit. We are certain that we can provide National City with an excellent compliance management solution. AQCS Environmental 2415 Poinsettia Drive San Diego, CA 92106 www.aqcs-environmental.com Phone: 619-379-1457 Fax: 619-374-7133 Page 10 of 11 AQCS environmental Appendix B: References Environmental Compliance Management and Consulting Entity Contact/Job Title Email Phone number City of Oceanside Jeffery Hart, Fleet Maintenance Supervisor JHart@ci.oceanside.ca.us (760) 435-5134 City of San Marcos Pete Armstrong, Fleet Maintenance Supervisor parmstrong@ci.san-marcos.ca.us (760)752-7550 ext. 3326 City of La Mesa Bryant Hill, Public Works Superintendent bhill@ci.la mesa.ca.us (619) 667-1450 City of Carlsbad Edwin Barr, Fleet Operations Supervisor ebarr@ci.carlsbad.ca.us (760) 594-4003 Vallecitos Water District@ g Dennis Bowman, PurchasingAgent dbowman@vwd.org g (760)644-4151 San Diego VA Medical Center Bill Dias, Operations Engineer p g bill.dias med.va. ov @ 9 (858) 552-7430 Stiver's Shells (retail gas stations) Ron Stivers, General Manager Currently unavailable r709@msn.com (619) 981-3106 AQCS Environmental 2415 Poinsettia Drive San Diego, CA 92106 www.aqcs-environmental.com Phone: 619-379-1457 Fax: 619-374-7133 Page 11 of 11 EXHIBIT "B" , A.CS environmental Compliance Management and Consulting for Small Business Location Activity Proposed Frequency Price each All locations NOSH start-up One time $3000 Public Works Yard DEH compliance inspection Monthly $300 CERS update Every 6 months $150 OSHA compliance inspection Every 4 months $315 Stormwater pollution prevention inspection Every 6 months $200 Fire Station #31 DEH compliance inspection with CERS update Every 6 months $400 OSHA compliance inspection Annual $315 Generator compliance inspection Every 6 months $150 Fire Station #34 DEH compliance inspection with CERS update Every 6 months $400 OSHA compliance inspection Annual $315 Generator compliance inspection Every 6 months $150 Police Station DEH compliance inspection with CERS update Every 6 months $400 OSHA compliance inspection Annual $315 Generator compliance inspection Every 6 months $150 Municipal Pool DEH compliance inspection with CERS update Every 6 months $400 OSHA compliance inspection Every 6 months $315 Morgan and Kimball Towers DEH compliance inspection with CERS update Every 6 months $400 OSHA compliance inspection Annual $315 Generator compliance inspection Every 6 months $150 Stormwater pollution prevention inspection Annual $200 City Hall DEH compliance inspection with CERS update Every 6 months $400 OSHA compliance inspection Annual $315 Generator compliance inspection Every 6 months $150 Tradesman Shop DEH compliance inspection with CERS update Every 6 months $350 OSHA compliance inspection Every 6 months $315 Stormwater pollution prevention inspection Annual $200 Any location Additional services As needed $110/hr AQCS Environmental 2415 Poinsettia Drive San Diego, CA 92106 www.agcs_environmental_com Phone: 619-379-1457 Fax: 619-374-7133 A, CS environmental a. Hazardous Waste Removal Waste Stream Waste oil Waste antifreeze Drained used oil filters Mixed fuels Price No charge $0.38 $38.40 $192.00 Grease $201.60 Oily water Paint, latex $168.00 $262.80 Paint, oil $420.00 Brake fluid $168.00 Oily absorbent Oily soil Gasoline $168.00 $168.00 $192.00 Diesel fuel $168.00 Oily sludge Antifreeze/oil mixture Aerosols High halide Oils Brake shavings Fluorescent tubes $236.40 $168.00 $324.00 $283.20 $192.00 $0.24 Compliance Management and Consulting for Small Business Units gallon 55 gallon drum 55 gallon drum 55 gallon drum 55 gallon drum 55 gallon drum 55 gallon drum 55 gallon drum 55 gallon drum 55 gallon drum 55 gallon drum 55 gallon drum 55 gallon drum 55 gallon drum 55 gallon drum 55 gallon drum 55 gallon drum per inch New Drums 55 gallon open top 55 gallon closed top 85 gallon open top b. Proposed Budget: $55.20 $58.80 $156.60 each each each Category Price One Time Start -Up Fees for EEAP Services: $3,000.00 Compliance Inspections and Training: $15,580.00 Hazardous Waste Removal: $15,000.00 Additional services and materials: $2,500.00 First Year Total: $35,080.00 Subsequent Year Total: $33,080.00 AQCS Environmental 2415 Poinsettia Drive San Diego, CA 92106 www.agcs-environmental.com Phone: 619-379-1457 Fax: 619-374-7133 ACCPREP DATE (MM/DD/YYYY) 15 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATEI4/2HO ODER. 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 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 Frenkel & Company 350 Hudson Street New York NY 10014 INSURED Air Quality Compliance Solutions, Inc. 2415 Poinsettia Drive San Diego CA 92106 COVERAGES CERTIFICATE OF LIABILITY INSURANCE CONTACT NAME: PHO NE No Fxt) 212 488 1869 E-MAIL ADDRESS' INSURER(S) AFFORDING COVERAGE INSURER A:Westchester Surplus Lines Ins INSURER B : FAX (A/C. No): 212-954-5399 NAIC # 10172 INSURER C : INSURER D : INSURER E : INSURER F : CERTIFICATE NUMBER: 1746836863 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 SUBR LTR WVD A A X TYPE OF INSURANCE COMMERCIAL GENERAL LIABILITY X CLAIMS -MADE ontr. Pollution -Occurrence Form X OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: X AUT X POLICY OTHER: PRO- JECT LOC OMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS A UMBRELLA LIAB EXCESS LIAB ADDL INSD Y Y POLICY NUMBER G24367022 002 POLICY EFF (MM/DD/YYYY) 2/16/2015 POLICY EXP (MM/DDIYYYY) 2/16/2017 LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE $2,000,000 $50,000 $10,000 $2,000,000 $4,000,000 PRODUCTS - COMP/OP AGG $2,000,000 SCHEDULED X NON -OWNED AUTOS N N G24367022 002 2/16/2015 2/16/2017 COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) OCCUR CLAIMS -MADE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Professional Liability -Claims Made Form Y/N N/A N N G24367022 002 2/16/2015 2/16/2017 EACH OCCURRENCE $1,000,000 $ $ AGGREGATE PER OTH- STATUTE IER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ Per Claim: $1,000,000 General Aggregate: 4,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of National City is added as Additional Insured to the General Liability as required by written contract but only as respects all covered operations of the Named Insured performed on behalf of the Additional Insured. A Waiver of Subrogation applies to the General Liability in favor of the Additional Insured. CERTIFICATE HOLDER City of National City 1243 National City Blvd. National City CA 91950 ACORD 25 (2014/01) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT OWNERS, LESSEES OR CONTRACTORS — SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE CONTRACTOR'S POLLUTION LIABILITY COVERAGE SCHEDULE: Name of Person or Organization: Any person or organization that is an owner of real property or personal property on which you are performing operations, or a contractor on whose behalf you are performing operations, and only at the specific written request of such person or organization to you, wherein such request is made prior to commencement of operations. (If no entry appears above, information required to complete this endorsement will be shown in the 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 operations performed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to bodily injury or property damage occurring after: (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(s) 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 other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. ENV-3100 (08-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT - OWNERS, LESSEES OR CONTRACTORS (PRIMARY AND NON-CONTRIBUTORY) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE CONTRACTOR'S POLLUTION LIABILITY COVERAGE SCHEDULE: Name of Person or Organization: Any person or organization that is an owner of real property or personal property on which you are performing operations, or a contractor on whose behalf you are performing operations, and only at the specific written request of such person or organization to you, wherein such request is made prior to commencement of operations. (If no entry appears above, information required to complete this endorsement will be shown in the 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 insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to bodily injury or property damage occurring after: (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(s) 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 other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. The coverage provided hereunder shall be primary and not contributing with any other insurance available to those designated above under any other third party liability policy. ENV-3101 (08-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 1-1 Illinois Union Insurance Company C Westchester Surplus Lines Insurance Company ace usa Insured: Air Quality Compliance Solutions, Inc. 2415 Poinsettia Drive San Diego, CA 92106 Attached To Policy No.: G24367022 002 Effective Date: 02/16/2015 CALIFORNIA SURPLUS LINES NOTIFICATION 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 THAT APPLY 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. THE INSURER SHOULD BE LICENSED EITHER AS A FOREIGN INSURER IN ANOTHER STATE IN THE UNITED STATES OR AS A NON -UNITED STATES (ALIEN) 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: 1- 800-927-4357. ASK WHETHER OR NOT THE INSURER IS LICENSED AS A FOREIGN OR NON -UNITED STATES (ALIEN) INSURER AND FOR ADDITIONAL INFORMATION ABOUT THE INSURER. YOU MAY ALSO CONTACT THE NAIC'S INTERNET WEB SITE AT WWW.NAIC.ORG. 5. FOREIGN INSURERS SHOULD BE LICENSED BY A STATE IN THE UNITED STATES AND YOU MAY CONTACT THAT SL-17888 (Ed. 07/11) Page 1 of 2 STATE'S DEPARTMENT OF INSURANCE TO OBTAIN MORE INFORMATION ABOUT THAT INSURER. 6. FOR NON -UNITED STATES (ALIEN) INSURERS, THE INSURER SHOULD BE LICENSED BY A COUNTRY OUTSIDE OF THE UNITED STATES AND SHOULD BE ON THE NAIC'S INTERNATIONAL INSURERS DEPARTMENT (HD) LISTING OF APPROVED NONADMITTED NON -UNITED STATES INSURERS. ASK YOUR AGENT, BROKER, OR "SURPLUS LINE" BROKER TO OBTAIN MORE INFORMATION ABOUT THAT INSURER. 7. CALIFORNIA MAINTAINS A LIST OF ELIGIBLE SURPLUS LINE INSURERS. ASK YOUR AGENT OR BROKER IF THE INSURER IS ON THAT LIST, OR VIEW THAT LIST AT THE INTERNET WEB SITE OF THE CALIFORNIA DEPARTMENT OF INSURANCE: WWW.INSURANCE.CA.GOV. 8. 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'S FEE CHARGED FOR THIS INSURANCE WILL BE RETURNED TO YOU. NOTHING HEREIN CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, OR LIMITATIONS OF THE POLICY TO WHICH THIS NOTICE IS ATTACHED OTHER THAN AS STATED ABOVE. SL-17888 (Ed. 07/11) Page 2 of 2 Westchester Surplus Lines Insurance Company Royal Centre Two 11575 Great Oaks Way, Suite 200 Alpharetta, GA 30022 POLICY NO. NAME OF INSURED: ADDRESS: NOTICE G24367022 002 Air Quality Compliance Solutions, Inc. 2415 Poinsettia Drive San Diego, CA 92106 We are pleased to enclose your policy for this account. Please be advised that by binding this risk with the above referenced Surplus Lines Insurance Company, you agree that as the Surplus Lines Broker responsible for the placement of this insurance policy, it is your obligation to comply with all States Surplus Lines Laws including completion of any declarations/affidavits that must be filed as well as payment of any and all Surplus Lines taxes that must be the remitted to the State(s). We will look to you for indemnification if controlling Surplus Lines Laws are violated by you as the Surplus Lines broker responsible for the placement. You further confirm that any applicable state requirement concerning a diligent search for coverage by admitted carriers has been fulfilled in accordance with state law. Thank you for this placement and your regulatory compliance. Date: 01/28/2015 WSG-084 (05/11) Westchester Surplus Lines INSURANCE COMPANY Environmental General Liability Policy Declarations THE DECLARATIONS, TOGETHER WITH THE COMPLETED AND SIGNED APPLICATION, THIS POLICY AND ANY ENDORSEMENTS OR SCHEDULES ATTACHED HERETO, CONSTITUTE THE INSURANCE POLICY. Policy Number: G24367022 002 Renewal of: G24367022 001 Item 1. Named Insured: Air Quality Compliance Solutions, Inc. 2415 Poinsettia Drive San Diego, CA 92106 The Named Insured is a: Ti Individual [TPartnership riLimited Liability Company i Corporation n Other: Item 2. Producer: FRENKEL BENEFITS LLC 350 HUDSON STREET 4TH FLOOR NEW YORK, NY 10014 Item 3. Policy Period: Inception Date: 02/16/2015 Item 4. Expiration Date: 02/16/2017 (12:01 A.M. Standard time at the address shown in Item 1.) If "NOT INCLUDED" appears, then no such Coverage is provided under this policy. Limits of Insurance: Commercial General Liability Coverage Each Occurrence Limit General Aggregate Limit (Other than Products/Completed Operations) Products/Completed Operations Aggregate Limit Personal & Advertising Injury Limit Damage to Premises Rented to You Medical Payments Contractors Pollution Liability Coverage Part Professional Liability Coverage Part $1,000,000 $2,000,000 $2,000,000 $1,000,000 $50,000 $10,000 $1,000,000 $1,000,000 Any One Person or Organization Any One Premises Any One Person Each Pollution Condition Each Claim Item 5. Deductible: Commercial General Liability Coverage Contractors Pollution Liability Coverage Part Professional Liability Coverage Part $2,500 Each Occurrence $2,500 Each Pollution Condition $2,500 Each Claim Item 6. Item 7. Item 8. Advance Premium: Rate: Estimated Basis: $ 5,366 $ Flat - Not Auditable $ 250,000 (Estimated Revenue) (25% minimum earned) Item 9. Retroactive Date: ENV-1501 (03-06) Page 1 of 3 Commercial General Liability Coverage: Contractors Pollution Liability Coverage Part: Professional Liability Coverage Part: Not Applicable Not Applicable 02/16/2007 Item 10. Covered Locations: Not Applicable Item 11. Forms and Endorsements: SL-17888 - WSG084 (05/11) - LD-5S23j (03/14) - CG0001 (10/01)- ENV-1203 (03/10) - ENV-1205 (03/14) - ENV-1230 (03/10) - ALL-21101 (11/06) - CG 21 87 (01/07) - ENV-3100 (08/04) - ENV-3101 (08/04) - ENV-3103 (12/10) - ENV-3107 (09/04) - ENV-3110 (09/04) - ENV-3137 (08/04) - ENV-3138 (08/04) - ENV-3141 (08/04) - ENV-3143 (03/05) - ENV-3147 (05-12) - ENV-3210 (05/12) - ENV-3225 (10/08) - ENV-3226 (10/08) - ENV-5100 (06/11 ENV-5102 (10/04 ENV-5519 (09/04 ENV-6100 (08/04 ENV-6101 (08/04 ENV-6102 (08/04) ENV-6103 (08/04) ENV-6104 (08/04) ENV-6105 (08/04) ENV-6106 (01/05) ENV-7110 (02/05) ENV-7113 (09/04) ENV-9950 (01/08) ENVM-205 - TR-41203 (09/13) TRIA15c (01/08) - ALL-20887 (10/06) ILP0010104- MA-608255e (08/09) - SL-34255 (09/11) - California Notice to Insured Surplus Lines Broker Notice Signature Endorsement Commercial General Liability Coverage Form Contractors Pollution Liability Coverage Endorsement - Occurrence - Elite Professional Liability Coverage Endorsement - Claims -Made - Elite Non -Owned Disposal Site(s) Liability - Elite Trade or Economic Sanctions Endorsement Conditional Exclusion Of Terrorism (Relating To Disposition Of Federal Terrorism Risk Insurance Act Of 2002) Additional Insured Endorsement Additional Insured Endorsement - Primary and Non -Contributory All Known or Reported Incidents Exclusion Common Policy Conditions Deductible Liability Insurance Endorsement Separate Defense Limit Endorsement - Contractors Pollution Liability Coverage Separate Defense Limit Endorsement - Professional Liability Coverage Subsidence Exclusion Waiver of Transfer of Rights of Recovery Against Others to Us Global Program Solutions Amendatory (Foreign Indemnity) Endorsement Mold Exclusion Additional Insured Endorsement - Products -Completed Operations Hazard Additional Insured Endorsement - Products -Completed Operations Hazard Primary & Non - Contributory Asbestos Amendatory Endorsement Nuclear Hazard Liability Exclusion Earned Premium Endorsement - 25% Minimum Earned Construction Management Professional Exclusion - General Liability Coverage Engineers, Architects and Surveyors Professional Exclusion - General Liability Coverage Inspection, Appraisal and Survey Exclusion - General Liability Coverage Testing or Consulting Professional Liability Exclusion - General Liability Coverage Total Pollution Exclusion - General Liability Coverage Employment Related Practices Exclusion Defined Words and Phrases Endorsement Hired and Non -Owned Auto Liability Coverage Endorsement Employee Benefits Liability Coverage Endorsement Exclusion of Certified Acts of Terrorism Transportation Pollution Liability Coverage Endorsement (Owned) Notice to Policyholders Restrictions of Terrorism Coverage When the Policy Includes the Conditional Exclusion of Terrorism Policyholders Disclosure Notice of Terrorism Insurance Coverage ACE Producer Compensation Practices & Policies U.S. Treasury Departments' Office of Foreign Assets Control ("OFAC") Advisory Notice to Policyholders Claims Directory - Umbrella/Excess Casualty/Environmental Service of Suit Endorsement ENV-1501 (03-06) Page 2of3 Item 12. ENV-1501 (03-06) JOHN J. LUP1CA. President Authorized Representative Date: 01/28/2015 Page 3 of 3 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP SIGNATURES Endorsement Number Policy Number G24367022 002 Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THE ONLY SIGNATURES APPLICABLE TO THIS POLICY ARE THOSE REPRESENTING THE COMPANY NAMED ON THE FIRST PAGE OF THE DECLARATIONS. By signing and delivering the policy to you, we state that it is a valid contract. ILLINOIS UNION INSURANCE COMPANY (A stock company) 525 W. Monroe Street, Suite 400, Chicago, Illinois 60661 WESTCHESTER SURPLUS LINES INSURANCE COMPANY (A stock company) Royal Centre Two, 11575 Great Oaks Way, Suite 200, Alpharetta, GA 30022 &21.14/' REBECCA L. COLLINS, Secretary JOHN J. LUPICA President Authorized Representative LD-5S23j (03/14) Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG00011001 COMMERCIAL GENERAL LIABILITY COVERAGE FORM 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 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 11I — 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. CG00011001 © ISO Properties, Inc., 2000 Page 1 of 16 D 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". 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 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. Page 2 of 16 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 only if you are in the business of manufacturing, distributing, 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: (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. This exclusion does not apply to liability assumed by the insured under an "insured contract". © ISO Properties, Inc., 2000 CG 00 01 10 01 0 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 from equipment used to heat that building; (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 CG 00 01 10 01 © ISO Properties, Inc., 2000 (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". Page 3 of 16 0 g• (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". (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. 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; Page 4 of 16 (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 the operation of any of the 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" due to war, whether or not declared, or any act or condition incident to war. War includes civil war, insurrection, rebellion or revolution. This exclusion applies only to liability assumed under a contract or agreement. 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 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. © ISO Properties, Inc., 2000 CG 00 01 10 01 ❑ 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 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — 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. CG00011001 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". 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 III — 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 III — 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. © ISO Properties, Inc., 2000 Page 5 of 16 D 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 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 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". Page 6 of 16 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". 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. 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. © ISO Properties, Inc., 2000 CG 00 01 10 01 0 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 or order 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". 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: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within one year of the date of the accident; and (3) 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; CG00011001 (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and 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 taking part in athletics. f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. h. War Due to war, whether or not declared, or any act or condition incident to war. War includes civil war, insurrection, rebellion or revolution. 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. AU expenses we incur. (3) © ISO Properties, Inc., 2000 Page 7 of 16 ❑ 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 costs taxed against the insured in the "suit". 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. 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; 9. Page 8 of 16 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: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. © ISO Properties, Inc., 2000 CG 00 01 10 01 0 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. 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; CG00011001 (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 Paragraphs (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. With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. © ISO Properties, Inc., 2000 Page 9 of 16 D 4. 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 III — 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. 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 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. Page 10 of 16 5. Subject to 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 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 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 The nature and location of any injury or damage arising out of the "occurrence" or offense. (3) © ISO Properties, Inc., 2000 CG 00 01 10 01 0 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; 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) 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. CG00011001 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 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 c. below. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) 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 (d) 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 — Coverage A — Bodily Injury And Property Damage Liability. (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an additional insured by attachment of an endorsement. © ISO Properties, Inc., 2000 Page 11 of 16 0 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. 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: (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 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. Page 12 of 16 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; 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 land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". © ISO Properties, Inc., 2000 CG 00 01 10 01 0 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 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 a. above; (2) 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 "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 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, by-laws 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: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. (3) CG 00 01 10 01 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 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. (3) © ISO Properties, Inc., 2000 Page 13 of 16 0 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 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; Page 14 of 16 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. 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. b. c. d. e. f. 9. False arrest, detention or imprisonment; Malicious prosecution; 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; 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; Oral or written publication, in any manner, of material that violates a person's right of privacy; The use of another's advertising idea in your "advertisement"; or Infringing upon another's copyright, trade dress or slogan in your "advertisement". © ISO Properties, Inc., 2000 CG 00 01 10 01 D 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: 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. 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 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 (3) (a) (c) CG00011001 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. 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. © ISO Properties, Inc., 2000 Page 15 of 16 0 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. Page 16 of 16 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. © ISO Properties, Inc., 2000 CG 00 01 10 01 D CONTRACTORS POLLUTION LIABILITY COVERAGE ENDORSEMENT — OCCURRENCE Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART In consideration of the premium charged, it is hereby agreed the following coverage is added to the policy: COVERAGES - CONTRACTORS POLLUTION LIABILITY A. Insuring Agreement B. We will pay those sums in excess of the deductible shown in the Declarations that the insured becomes legally obligated to pay as damages because of bodily injury or property damage to which this insurance applies. We shall have the right and duty to defend the Insured against any claim or suit seeking those damages. However, we shall have no duty to defend the insured against any claim or suit seeking damages for bodily injury or property damage to which this insurance does not apply. We may, at our discretion, investigate any Toss and settle any claim(s) or suit(s) that may result. But the amount we will pay for damages is limited as described in the LIMITS OF INSURANCE Section; and our right and duty to defend ends when the applicable limit of insurance has been exhausted in the payment of judgments, settlements or supplementary payments under all attached Coverage Parts and all Supplementary Payments which reduce the Limit of Insurance. This insurance applies to a loss only if: 1. The loss occurs during the policy period; and 2. The loss takes place in the coverage territory; and 3. The loss arises out of your work. In the event a Toss continues to take place during multiple policy periods for policies issued by us, all bodily injury and property damage arising out of such loss will be deemed to take place during the earliest period during which the loss commenced. Exclusions This insurance does not apply to: 1. Contractual Liability Bodily injury or property damage arising out of any liability of others assumed contract or agreement. This exclusion shall not apply to liability for damages: a. That would have otherwise attached to the insured in the absence of such ENV-1203 (03-10) or Copyright © 2010 Includes copyrighted material of Insurance Services Office, Inc. with its permission by the insured through contract or agreement; Page 1 of 11 b. Assumed in a contract or agreement that is an insured contract, provided the bodily injury and property damage occurs subsequent to the execution of the contract or agreement. Solely for the purpose 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 and property damage provided: (1) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same insured contract; and (2) 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. 2. 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 replacements costs; or b. If the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. 3. Employer's Liability Bodily injury to: a. An insured or an employee of the Insured, its parent, subsidiary or affiliate: (1) Arising out of and in the course of employment; or (2) While performing duties related to the conduct of the Insured's business. b. The spouse, child, parent, brother or sister of that employee of the Insured, its parent, subsidiary or affiliate as a consequence of Paragraph a. 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 of such bodily injury. This exclusion does not apply to liability assumed by the insured under an insured contract. 4. 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 Declarations. 5. Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the insured. 6. Fines and Penalties Any suit(s) or claim(s) seeking injunctive relief; or payment for fines, penalties, punitive, exemplary or multiplied damages unless allowed by law. ENV-1203 (03-10) Copyright ©2010 Ei Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2of11 7. Insured's Internal Expenses Claim(s) arising from expenses incurred by the insured for services performed by the salaried staff and employees of the insured. However, this exclusion shall not apply to emergency response expense. 8. Impaired Property Any suit(s) or claim(s) arising out of property damage to impaired property or property that has not been physically injured, arising out of: a. A defect, deficiency, inadequacy or dangerous condition in your product or your work; or b. 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. 9. Insured's Real Property Bodily Injury or property damage arising from the insured's ownership, rental, lease, maintenance, operation, use, repair, voluntary or involuntary sale, transfer, exchange, gift, abandonment, or condemnation of insured's real property. However, this exclusion does not apply to: a. Bodily injury or property damage arising from the insured's temporary rental, lease or use of non -owned real property used solely to house materials, parts or equipment furnished in connection with your work during the duration of your work performed for a specific job or project; or b. Asbestos that was transported, stored, or otherwise handled as a result of your work performed in accordance with applicable environmental laws during the policy period that is stored for a period of time not to exceed ten (10) days at premises owned or leased by you during the policy period. 10. Intentional Acts Bodily injury or property damage based upon or arising from any acts of the insured which are based upon or otherwise attributed to the insured's: a. Dishonest, intentional, fraudulent, malicious, willful, deliberate or knowingly wrongful act or; b. Dishonest, intentional, fraudulent, malicious, willful, deliberate non-compliance with any statute, regulation, ordinance, administrative complaint, notice of violation, notice letter, executive order, or instruction of any governmental agency or body prior to or after inception of this policy. This exclusion does not apply to a responsible insured that did not commit, participate in, or have knowledge of an act described above. 11. Non -Owned Disposal Sites Bodily injury or property damage arising out of pollution conditions on, at, under or migrated from a Non -Owned Disposal Site. 12. 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 Declarations. ENV-1203 (03-10) Copyright ©2010 El Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 3 of 11 13. Other Named Insureds Bodily injury or property damage arising out of claim(s) against you by any other Named Insured. 14. Products Liability Bodily injury or property damage arising out of your product. However, this exclusion does not apply to bodily injury or property damage resulting in a pollution condition that commences during the transportation of your product by a carrier. 15. Professional Liability Bodily injury or property damage arising from or in any way related to the rendering of or failure to render professional services by the insured or any contractor or subcontractor working on the insured's behalf. 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 by the insured. 16. Vehicles Bodily injury or property damage arising from the ownership, maintenance, use or entrustment to others, beyond the boundaries of job sites where your work is being performed by any aircraft, auto, or watercraft owned or operated by or rented or loaned to you. However, this exclusion does not apply to bodily injury or property damage resulting in a pollution condition that commences during the transportation of your product by a carrier. 17. War Bodily injury and 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. 18. Workers' Compensation Claim(s) or suit(s) arising as a result of any obligation of any insured under any workers compensation, disability benefits, or unemployment compensation law or any similar law. C. Supplementary Payments We will pay, with respect to any claim(s) we investigate or settle, or any suit(s) against an insured we defend: 1. All expenses we incur. 2. All premiums on appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. The company does not have the obligation to apply or furnish these bonds. 3. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim(s) or suit(s), including actual loss of earnings up to $250 a day because of time off of work. 4. All costs taxed against the Insured in the suit(s). 5. Pre -judgment 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 pre judgment interest based on that period of time after the offer. 6. 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 reduce the Limits of Insurance shown in the Declarations. ENV-1203 (03-10) Copyright © 2010 lig Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 4 of 11 LIMITS OF INSURANCE ENV-1203 (03-10) For the purposes of this endorsement, it is agreed that the following conditions are added to the COMMERCIAL GENERAL LIABILITY POLICY, SECTION III. LIMITS OF INSURANCE: The Contractors Pollution Liability Limit shown in the Declarations is the most we will pay for the sum of all damages because of a loss or emergency response expense arising out of any one pollution condition under this policy. The most we will pay with respect to any pollution condition that continues during the policy periods of more than one Pollution Liability Policy is the Each Pollution Condition Limit shown in the Declarations applicable to the first policy period during which the pollution condition commenced. The General Aggregate Limit will be amended to include damages and Supplementary Payments under the Contractors Pollution Liability coverage part. The General Aggregate Limit shown in the Declarations is the most we will pay for the sum of damages under all Coverage Parts and Supplementary Payments afforded by this policy. The Limits of Insurance apply to the policy period shown in the Declarations or as amended by endorsement. The deductible amount stated on the Declarations is applicable to each pollution condition or emergency response expense. The deductible amount applies once to each pollution condition or emergency response expense and applies to defense expenses, investigation, settlement, compromise, or indemnification. We, at our sole election and option, may either: 1. Pay any part of the deductible amount to effect settlement or expense of any claim, and upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount that has been paid by us; or 2. 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 at our sole discretion. If a claim has not entered into litigation, and we and the Named Insured mutually agree to mediation as a means to settle a claim made against the insured, and if such claim is settled as a direct result of and during the mediation, the deductible stated in the Declarations or applicable endorsement(s) shall be waived up to a maximum of $25,000. When this occurs, 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. GENERAL CONDITIONS For the purposes of this endorsement, it is agreed that the following conditions are added to the COMMERCIAL GENERAL LIABILITY POLICY, SECTION IV. — COMMERCIAL GENERAL LIABILITY CONDITIONS: Duties in the event of a Loss, Claim or Suit: 1. You must see to it that we are notified as soon as practicable of a pollution condition or loss, which may result in a claim or suit. To the extent possible, notice should include: a. How, when and where the pollution condition or loss took place; b. The names and addresses of any injured persons and witnesses; c. The nature and location of any injury or damage arising out of the pollution condition or loss; and d. The steps undertaken by the insured to respond to the pollution condition or Toss. 2. If a claim is made or suit is brought against any insured, you must: a. Immediately record the specifics of the claim or suit and the date received; Copyright © 2010 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 5 of 11 b. 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. 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 or settlement of the claim or defense against the suit; and d. 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. 4. No insured will, except at your own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for emergency response expense or first aid, without our consent. Inspection With reasonable notice to the insured, the Insurer shall be permitted, but not obligated, to inspect the insured's premises, equipment, and/or operations. Neither the Insurer's right to make inspections nor the making thereof nor any report thereon shall constitute an undertaking, on behalf of or for the benefit of the insured or others, to determine or warrant that such property or operations are safe or in compliance with any applicable law, regulation or rule. Any recommendations or information provided is not intended as a substitute for advice from a safety expert or legal counsel you may retain for your own purposes. It is not intended to supplant any legal duty you may have to provide a safe premises, workplace, product or operation. Headings The descriptions in the headings and sub -headings of this policy are inserted solely for convenience and do not constitute any part of the terms or conditions hereof. DEFINITIONS For the purposes this endorsement, it is agreed that the following definitions will apply: A. Auto means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But auto does not include mobile equipment. B. Bodily injury means: 1. Physical injury, illness or disease, sustained by any person, including death resulting there from, and any associated medical monitoring; and 2. Mental anguish, emotional distress or shock. C. Carrier means a person or entity, other than the Insured or any subsidiary or affiliated company of the Insured, engaged in the business of transporting property for hire by auto, rolling stock, aircraft or watercraft. D. Claim means any written demand, notice, or request for defense, request for indemnity, or other legal or equitable proceeding against any insured by a person, entity or asserted class for loss. E. 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 pollution conditions: ENV-1203 (03-10) Copyright © 2010 El Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 6of11 1. To the extent required by applicable environmental laws; or 2. In absence of any applicable environmental laws, to the extent recommended in writing by an environmental consultant. Cleanup costs also include replacement costs. F. Coverage territory means: 1. The United States of America, its territories and possessions, Puerto Rico and Canada. 2. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Item 1. above. G. Emergency response expense means reasonable cleanup costs incurred by the Named Insured in response to an imminent and substantial threat to human health or the environment arising from a pollution condition. Such reasonable cleanup costs must be incurred within seven (7) days of the discovery of a pollution condition. H. Employee includes temporary and/or leased staff working on behalf of and under direct supervision by you, but only for your work. I• Environmental consultant means a person approved by us in writing who is duly certified and licensed in a recognized field of environmental science as required by an applicable state or provincial board, a professional association, or both, and fulfills certain minimum qualifications and maintains errors and omissions insurance. We shall consult with the insured in conjunction with the selection of the environmental consultant. J. Environmental laws mean federal, state, provincial, municipal or other local laws, statutes, ordinances, regulations, and all amendments thereto, including state voluntary cleanup or risk -based corrective action guidance, governing the liability of the Insured with respect to pollution conditions. K. Executive officer means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. L. Impaired property means tangible property, other than your product or your work, that cannot be used or is less useful because: 1. It incorporates your product or your work that is known or thought to be defective, deficient, inadequate or dangerous; or 2. You have failed to fulfill the terms of the contract or agreement; If such property can be restored to use by: 1. The repair, replacement, adjustment or removal of your product or your work; or 2. Your fulfilling the terms of the contract or agreement. M. Insured contract means: 1. A sidetrack agreement; 2. Any easement or license agreement; 3. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; 4. An elevator maintenance agreement; ENV-1203 (03-10) Copyright ©2010 Page 7 of 11 112 Includes copyrighted material of Insurance Services Office, Inc. with its permission 5. 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 5. does not include that part of any contract or agreement: a. That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (1) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or b. 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 Item 5.a. above and supervisory, inspection, architectural or engineering activities. N. Loss means bodily injury or property damage, neither expected nor intended from the standpoint of the Insured, caused by or resulting from a pollution condition and which results in a claim or suit. O. Mediation means the non -binding intervention of a neutral third -party to effect resolution of a claim. P. Mobile equipment means any of the following types of land vehicles, including any attached machinery or equipment: 1. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; 2. Vehicles maintained for use solely on or next to premises you own or rent; 3. Vehicles that travel on crawler treads; 4. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: a. Power cranes, shovels, loaders, diggers or drills; or b. Road construction or resurfacing equipment such as graders, scrapers or rollers; 5. Vehicles not described in 1., 2., 3. or 4. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: a. Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or b. Cherry pickers and similar devices used to raise or lower workers; 6. Vehicles not described in 1., 2., 3. or 4. 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 auto: ENV-1203 (03-10) a. Equipment designed primarily for: Copyright © 2010 El Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 8 of 11 (1) Snow removal; (2) Road maintenance, but not construction or resurfacing; or (3) Street cleaning; b. Cherry pickers and similar devices mounted on auto or truck chassis and used to raise or lower workers; and c. Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. Q. Mold means mildew, fungus, or mold; including mycotoxins, spores or byproducts produced or released by fungi. R. Named Insured means the person or entity shown in Item 1. of the Declarations. S. Natural resource damage means damage for, injury to, destruction of, or loss of fish, wildlife, biota, land, air, water, groundwater, drinking water supplies, and other similar resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States, and state or local government, any foreign government, or any Indian Tribe, including the reasonable costs of assessing such injury, destruction or loss resulting there from. T. Non -Owned Disposal Site means a facility or site that is used for treatment, storage or disposal of any material or waste provided the Non -Owned Disposal Site is not owned, operated, leased or maintained by the insured or affiliated entity. U. Pollution condition means the discharge, dispersal, release, escape, migration, or seepage of any solid, liquid, gaseous or thermal, material matter, irritant or contaminant, including smoke, soot, vapors, fumes, acids, alkalis, chemicals, hazardous substances, hazardous materials, low level radiological material, or waste materials including medical, infectious, or pathological wastes, on, in, into, or upon land and structures thereupon, the atmosphere, surface water or groundwater. Pollution condition includes electromagnetic fields, mold, virus(es), and bacteria including Legionella pneumophila. V. Products - completed operations hazard: 1. Includes all bodily injury and property damage occurring away from premises you own or rent and caused by pollution conditions arising out of your product or your work except: a. Products that are still in your physical possession; or b. Work that has not yet been completed or abandoned. However, your work will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract has been completed. (2) 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. 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. (3) 2. Does not include bodily injury or property damage arising out of ENV-1203 (03-10) Copyright ©2010 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 9 of 11 a. 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; b. The existence of tools, uninstalled equipment or abandoned or unused materials. W. Professional services means those architectural, engineering, consulting, project management or construction management services that are performed by you or on your behalf. Professional services includes making recommendations for the site selection, transportation, disposal or treatment of pollution condition(s). X. Property damage means: 1. 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 physical injury that caused it; or 2. 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 loss; or 3. Cleanup costs; or 4. Natural Resource Damage; or 5. Diminished value of property owned by third parties. Y. Replacement costs means reasonable expenses necessarily incurred by the 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 costs do not include costs associated with improvements or betterments. Z. Responsible Insured means any employee of the insured responsible for environmental affairs, control, or compliance, or any officer, director, partner, branch manager, operations manager, or project manager of the Named Insured. AA. Suit means a civil proceeding in which damages because of bodily injury or property damage to which this insurance applies are alleged. Suit includes: 1. An arbitration proceeding in which such damages are claimed and to which the Insured must submit or does submit with our consent; or 2. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the Insured submits with our consent. BB. Your product: 1. Means: a. Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (1) You; (2) Others trading under your name; or (3) A person or organization whose business or assets you have acquired; and b. Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. 2. Includes: ENV-1203 (03-10) Copyright © 2010 Ea Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 10 of 11 a. Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of your product; and b. The providing of or failure to provide warnings or instructions. 3. Does not include vending machines or other property rented to or located for the use of others but not sold. CC. Your work: 1. Means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or operations. 2. Includes: ENV-1203 (03-10) a. Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of your work; and b. The providing of or failure to provide warnings or instructions. Copyright © 2010 El Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 11 of 11 ENV-1205 (03-14) PROFESSIONAL LIABILITY COVERAGE ENDORSEMENT — CLAIMS MADE Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART THIS IS A CLAIMS -MADE AND REPORTED POLICY WHICH COVERS ONLY CLAIMS FIRST MADE AGAINST THE INSURED AND REPORTED TO THE INSURER, IN WRITING, DURING THE POLICY PERIOD OR EXTENDED REPORTING PERIOD, IF ANY. In consideration of the premium charged, it is hereby agreed the following coverage is added to the policy: I. SECTION I., COVERAGES, of the policy to which this endorsement is attached is hereby amended by addition of the following: COVERAGES - PROFESSIONAL LIABILITY A. Insuring Agreement 1. We will pay those sums in excess of the deductible shown in the Declarations that the insured becomes legally obligated to pay as damages because of claim(s) that result from the rendering or failure to render professional services for others to which this insurance applies. We shall have the right and duty to defend the insured against any suit(s) seeking those damages. However, we have no duties to pay damages as a result of claim(s) nor shall we have any duty to defend the insured against any suit(s) seeking damages that result from rendering or failure to render professional services to which this insurance does not apply. We may, at our discretion, investigate any alleged act, error, or omission and settle any claim(s) that may result. But the amount we will pay for damages is limited as described in III. LIMITS OF INSURANCE Section; and our right and duty to defend ends when the applicable limit of insurance has been exhausted in the payment of judgments, settlements or supplementary payments under all attached Coverage Parts and all Supplementary Payments which reduce the Limit of Insurance. 2. This insurance applies to claim(s) that result from the rendering or failure to render professional services only if: a. The alleged act, error, or omission takes place after the Retroactive Date, if any, shown in the Declarations and before the end of the policy period; and b. The damages are caused by an alleged act, error, or omission that takes place in the coverage territory; and c. The claim(s) are first made against any Insured and reported to the insurer, in writing: 1) During the policy period: 2) During the sixty (60) day period after the end of the policy period in accordance with Section VI. EXTENDED REPORTING PERIOD, A. Automatic Extended Reporting Period; or 3) During the thirty-six (36) month period after the end of the policy period, if any, in accordance with Section VI. EXTENDED REPORTING PERIOD, B. Optional Extended Reporting Period. Copyright 2014 M Page 1 of 8 Includes copyrighted material of Insurance Services Office, Inc. with its permission 3. 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 a notice of such claim is received and recorded by any insured or by us, whichever comes first; or b. When we make a settlement in accordance with Paragraph 1. above. If additional claims are subsequently made which arise out of the same specific set of facts as a claim already made in accordance with Paragraph 2. above, then all such additional claims shall be deemed first made within the policy period in which the earliest claim arising out of such specific set of facts was made, and all such claims shall be subject to the same Limit of Insurance. B. Exclusions The insurance does not apply to: 1 Contractual Liability Claim(s) based upon or arising from any liability of others assumed by the insured through contract or agreement. This exclusion shall not apply to liability: a. That the insured would have in the absence of a contract or agreement; or b. That would result from the rendering or failure to render professional services. 2. Employer's Liability Claim(s) based upon or arising from the injury to any present or former employee or executive officer of any insured, including but not limited to wrongful termination, discrimination, or any unfair employment practices. 3. Executive Officer Claim(s) based upon or arising from your services and/or capacity as an executive officer, director, partner, trustee or employee of a business enterprise not named in the Declarations. 4. Express Warranties and Guarantees Claim(s) based upon or arising from express warranties and guarantees. However, this exclusion shall not apply to liability that an insured would have in the absence of such express warranties or guarantees. 5. Fines and Penalties or Injunctive Relief Any suit(s) or claim(s) seeking injunctive relief; or payment for fines, penalties, punitive, exemplary or multiplied damages unless allowed by law. 6. Insured's Property Claim(s) based upon or arising from the insured's ownership, rental, lease, maintenance, operation, use, repair, voluntary or involuntary sale, transfer, exchange, gift, abandonment, or condemnation of real or personal property. 7. Insurance and Suretyship Claim(s) based upon or arising from your advising or requiring others, or the failure to advise or require others, to maintain any form of insurance, suretyship or bond. 8. Insured's Internal Expenses Claim(s) based upon or arising from expenses incurred by an insured for services performed by its salaried staff and employees. This exclusion shall not apply to re -work or reconstruction costs incurred by a named insured as part of the settlement of any claim(s) to which this insurance applies, but solely to the extent that such re -work or reconstruction costs: 1) have been pre -approved by Insurer; and 2) constitute the named insured's actual out- of-pocket labor and expense costs that are not marked -up using multipliers for fringe benefits, overhead or profit. ENV-1205 (03-14) Copyright 2014 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2 of 8 9. Intentional Acts Claim(s) based upon or arising from a responsible insured's: a. Dishonest, intentional, fraudulent, malicious, willful, deliberate or knowingly wrongful act; or b. Dishonest, intentional, fraudulent, malicious, willful or deliberate non-compliance with any statute, regulation, ordinance, administrative complaint, notice of violation, notice letter, executive order, or instruction of any governmental agency or body prior to or after inception of this policy. 10. Other Enterprises Claim(s) based upon or arising from any business enterprise owned, operated or managed by an insured or its parent company or the affiliate, successor or assignee of such company not named in the Declarations. 11. Products Liability Damage to your product arising out of it or any part of it. 12. Prior Claims Claim(s) made against you prior to the inception of this policy. 13. Vehicles Claim(s) based upon or arising from the use, maintenance, entrustment to others, or operation of any auto, aircraft, watercraft or other conveyance. 14. War Claim(s) 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. 15. Workers' Compensation Claim(s) based upon or arising from any obligation of an insured under any workers compensation, disability benefits, or unemployment compensation law or any similar law. C. Supplementary Payments We will pay, with respect to any claim(s) we investigate or settle, or any suit(s) against an insured we defend: 1. All expenses we incur. 2. All premiums on appeal bonds or bonds to release attachments, but only for bond amounts within the applicable Limit of Insurance. The company does not have the obligation to apply for or furnish these bonds. 3. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim(s) including actual loss of earnings up to $250 a day because of time off of work. 4. All costs taxed against the insured in the suit(s). 5. 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. 6. 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 reduce the Limits of Insurance shown in the Declarations. II. LIMITS OF INSURANCE For the purpose of the insurance provided by this endorsement, the following apply: The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of insureds, claim(s) made or suit(s) brought or persons or organizations making claim(s) or bringing suit(s). ENV-1205 (03-14) Copyright 2014 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 3 of 8 The General Aggregate Limit shown in the Declarations is the most we will pay for the sum of damages under all Coverage Parts and Supplementary Payments afforded by this policy. The Limits of Insurance apply to the policy period shown in the Declarations or as amended by endorsement. The Each Claim Limit shown in the Declarations is the most we will pay for the sum of damages including Supplementary Payments under this policy because of all claim(s) arising out of any alleged act, error or omission. We will pay covered claim(s) in excess of the deductible amount shown on the Declarations page. The deductible amount stated on the Declarations is applicable to each claim. The deductible amount applies once to each claim and can be applied either for defense expenses, investigation, settlement, compromise, or indemnification. We, at our sole election and option, may either: 1. Pay any part of the deductible amount to effect settlement or expense of any claim, and upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount that has been paid by us; or 2. 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 at our sole discretion. If a claim has not entered into litigation, and we and the Named Insured mutually agree to mediation as a means to settle a claim made against the insured, and if such claim is settled as a direct result of and during the mediation, the deductible stated in the Declarations or applicable endorsement(s) shall be waived up to a maximum of $25,000. When this occurs, 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. III. GENERAL CONDITIONS For the purpose of the insurance provided by this endorsement, the following apply and any conflicting provisions of Section IV., GENERAL CONDITIONS, of the policy to which this endorsement is attached shall not control coverage afforded herein: Duties in the event of a Claim: 1. When you first become aware of any act, error, omission or circumstance which may subsequently give rise to a claim you must give us written notice of such act, error, omission or circumstance as soon as practicable in accordance with the reporting provisions in COVERAGES — PROFESSIONAL LIABILITY, A. Insuring Agreement, 2.c. Written notice should include: a. A description of the act, error, omission or circumstance; and b. The identity(ies) of potential claimant(s) and involved insured(s); and c. The injury or damages which have resulted and/or may result from such act, error, omission or circumstance; and d. The manner and date on which you first became aware of such act, error, omission or circumstance; and e. The reasons why you believe a claim is likely to be made. If the above act, error, omission or circumstance is reported to us as stated above, then any claim(s) subsequently made against you arising out of such act, error, omission or circumstance will be treated as if it had been first made during the policy period. 2. If a claim is made or suit is brought against any insured, you must: a. Immediately record the specifics of the claim or suit and the date received; b. Notify us, in writing, of the claim or suit as soon as practicable. 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; ENV-1205 (03-14) Copyright 2014 el Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 4 of 8 b. Authorize us to obtain records and other information; c. Cooperate with us in the investigation or settlement of the claim or defense against the suit; and d. 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. 4. No insured will, except at your own cost, voluntarily make a payment, assume any obligation, or incur any expense without our consent. Duty to Defend 1. The Insurer will have the right and the duty to defend the insured against a claim to which this insurance applies. However, such duty to defend ends once the Limits of Insurance are exhausted or are tendered into a court of applicable jurisdiction, or once the insured refuses a settlement offer as provided in Paragraph 3., below. 2. The Insurer will have the right, but not the duty, to select legal counsel for the investigation, adjustment, and defense of any claim(s) covered under this Policy. 3. The Insurer will present all settlement offers to the insured. The Insurer will not settle without the consent of the insured. If the Insurer recommends a settlement which is acceptable to a claimant, which exceeds any applicable deductible, is within the Limits of Insurance, and the insured refuses to consent to such settlement offer, then the Insurer's duty to defend shall end. The Insurer's liability for claim(s) or supplementary payments shall not exceed the amount for which the claim could have been settled if the recommendation made by the Insurer had been accepted, exclusive of the deductible. Inspection With reasonable notice to the insured, the Insurer shall be permitted, but not obligated, to inspect the insured's premises, equipment, and/or operations. Neither the Insurer's right to make inspections nor the making thereof nor any report thereon shall constitute an undertaking, on behalf of or for the benefit of the insured or others, to determine or warrant that such property or operations are safe or in compliance with any applicable law, regulation or rule. Any recommendations or information provided is not intended as a substitute for advice from a safety expert or legal counsel you may retain for your own purposes. It is not intended to supplant any legal duty you may have to provide a safe premises, workplace, product or operation. Headings The descriptions in the headings and sub -headings of this policy are inserted solely for convenience and do not constitute any part of the terms or conditions hereof. IV. DEFINITIONS For the purpose of this endorsement the following definitions apply and any conflicting provisions of Section VI., DEFINITIONS, of the policy to which this endorsement is attached shall not control coverage afforded herein: A. Auto means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But auto does not include mobile equipment. B. Claim(s) means: 1. A request or a demand received by you or us for money or services, including the institution of suit, seeking damages arising from an act, error, or omission in the rendering or failure to render professional services; and 2. A request or a demand received by you or us for money or services, including the institution of suit, seeking damages that result from a mold condition arising from an act, error, or omission in the rendering or failure to render professional services. C. Coverage territory means: 1. The United States of America, its territories and possessions, and Puerto Rico; and 2. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Item 1., above. ENV-1205 (03-14) Copyright 2014 M. Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 5 of 8 D. Employee includes temporary and/or leased staff working on behalf of and under direct supervision by you, but only while performing professional services for others to which this insurance applies. E. Executive officer means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document. F. Mediation means the non -binding intervention of a neutral third -party to effect resolution of a claim. G. Mobile equipment means any of the following types of land vehicles, including any attached machinery or equipment: 1. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; 2. Vehicles maintained for use solely on or next to premises you own or rent; 3. Vehicles that travel on crawler treads; 4. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: a. Power cranes, shovels, loaders, diggers or drills; or b. Road construction or resurfacing equipment such as graders, scrapers or rollers; 5. Vehicles not described in items 1., 2., 3. or 4. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: a. Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or b. Cherry pickers and similar devices used to raise or lower workers; 6. Vehicles not described in items 1., 2., 3. or 4. 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 auto: a. Equipment designed primarily for: 1) Snow removal; 2) Road maintenance, but not construction or resurfacing; or 3) Street cleaning; b. Cherry pickers and similar devices mounted on auto or truck chassis and used to raise or lower workers; and c. Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. H. Mold means mildew, fungus, or mold; including mycotoxins, spores or byproducts produced or released by fungi. I. Mold condition means the discharge, dispersal, seepage, migration, release or escape of mold or bacteria provided such conditions are not naturally occurring in the environment in the amounts and concentrations discovered. J. Named Insured means the person or entity shown in item 1. of the Declarations. K. Pollution condition means the discharge, dispersal, release, escape, migration, or seepage of any solid, liquid, gaseous or thermal, material matter, irritant or contaminant, including smoke, soot, vapors, fumes, acids, alkalis, chemicals, hazardous substances, hazardous materials, low level radiological material, or waste materials including medical, infectious, or pathological wastes, on, in, into, or upon land and structures thereupon, the atmosphere, surface water or groundwater. Pollution condition includes electromagnetic fields, mold, bacteria, including Legionella pneumophila, and silt or sedimentation. L. Policy period means the period shown on the Declarations, or any shorter period resulting from the cancellation or termination of this policy, or any other period as amended by endorsement. ENV-1205 (03-14) Copyright 2014 MI Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 6of8 M. Professional services mean those architectural, engineering, consulting, testing, data evaluation or interpretation, project management or construction management services that are performed by you or on your behalf. Professional services include making recommendations for the site selection, transportation, disposal or treatment of pollution condition(s). Professional services do not mean your work. N. Responsible insured means any employee of the insured responsible for environmental affairs, control, or compliance, or any officer, director, partner, branch manager, operations manager or project manager of the Named Insured. O. Suit(s) means a civil proceeding in which damages because of any acts, errors, or omissions to which this insurance applies are alleged. Suit includes: 1. An arbitration proceeding in which such damages are claimed and to which the Insured must submit or does submit with our consent; or 2. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the Insured submits with our consent. P. Your product: 1. Means: a. Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: 1) You; 2) Others trading under your name; or 3) A person or organization whose business or assets you have acquired; and b. Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. 2. Includes: a. Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of your product; and b. The providing of or failure to provide warnings or instructions. 3. Does not include vending machines or other property rented to or located for the use of others but not sold. Q. Your work: 1. Means: a. Faulty workmanship, construction or operations, including, but not limited to, any erection, fabrication, installation, assembly, manufacture or remediation work performed, executed, or completed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such workmanship, construction or operations. 2. Includes: a. Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of your work; and b. The providing of or failure to provide warnings or instructions. V. EXTENDED REPORTING PERIOD In the event that this policy expires or is cancelled or non -renewed by the insured or the Company, for any reason, except for non-payment of premium or deductible amounts, the following shall apply to coverage afforded by this endorsement: ENV-1205 (03-14) Copyright 2014 [yi Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 7 of 8 A. Automatic Extended Reporting Period 1. We shall provide the insured at no additional premium an Automatic Extended Reporting Period of sixty (60) days for any claim(s) first made against the insured during the policy period, or during this Automatic Extended Reporting Period provided: a. The claim(s) arises out of a professional service(s) to which this insurance applies; and b. The professional service(s) commence on or after the Retroactive Date shown in the Declarations and before the end of the policy period; and c. The claim(s) is reported in writing to us within sixty (60) days after the end of the policy period in accordance with GENERAL CONDITIONS, Duties in the Event of a Claim. 2. The Automatic Extended Reporting Period shall become effective after the end of the policy period. 3. The Automatic Extended Reporting Period shall not reinstate or increase the Limits of Insurance, nor shall it extend the policy period or change the scope of the coverage provided. 4. The Automatic Extended Reporting Period shall not be provided if the insured has purchased other insurance to replace the coverage provided under this endorsement, unless the other insurance is purchased from us concurrent with the end of this policy period. B. Optional Extended Reporting Period 1. The Named Insured, upon payment of a maximum additional premium of 200% of the total annual policy premium, shall be entitled to purchase an Optional Extended Reporting Period of thirty-four (34) months for any claim(s) first made against the insured during the policy period, during the Automatic Extended Reporting Period, or during this Optional Extended Reporting Period provided: a. The claim(s) arises out of a professional service(s) to which this insurance applies; and b. The professional service(s) commence on or after the Retroactive Date shown in the Declarations and before the end of the policy period; and c. The claim(s) is reported in writing to us more than sixty (60) days after the end of the policy period and no later than thirty-six (36) months after the end of the policy period in accordance with GENERAL CONDITIONS, Duties in the Event of a Claim. 2. A written request for the Optional Extended Reporting Period must be received by us within thirty (30) days immediately following the end of the policy period. 3. Upon payment of the additional premium, the Optional Extended Reporting Period may not be cancelled and no return premiums will be provided. 4. The Optional Extended Reporting Period shall become effective at the end of the Automatic Extended Reporting Period. 5. The Optional Extended Reporting Period shall not reinstate or increase the Limits of Insurance, nor shall it extend the policy period or change the scope of the coverage provided. 6. The Optional Extended Reporting Period shall not be provided if the insured has purchased any other insurance to replace the coverage provided under this endorsement. ENV-1205 (03-14) Copyright 2014 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 8 of 8 NON -OWNED DISPOSAL SITE(S) LIABILITY ENDORSEMENT Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: CONTRACTOR'S POLLUTION LIABILITY COVERAGE PART THIS IS A CLAIMS -MADE ENDORSEMENT WHICH COVERS ONLY CLAIMS FIRST MADE AGAINST THE INSURED AND REPORTED TO THE INSURER, IN WRITING, DURING THE POLICY PERIOD. PLEASE READ THIS ENDORSEMENT CAREFULLY. SOME OF THE PROVISIONS CONTAINED IN THIS ENDORSEMENT RESTRICT COVERAGE, SPECIFY WHAT IS AND IS NOT COVERED AND DESIGNATE RIGHTS AND DUTIES. LEGAL DEFENSE EXPENSES ARE SUBJECT TO AND WILL ERODE THE LIMITS OF INSURANCE AND ANY APPLICABLE DEDUCTIBLES. SCHEDULE Limits of Insurance: Deductible: Retroactive Date: $ 1,000,000 Each Claim $ 1,000,000 $ 10,000 02/16/2013 Non -Owned Disposal Site Aggregate Limit (serves to reduce the General Aggregate Limit shown on the Declarations page) Each Claim No coverage is provided under this policy for Non -Owned Disposal Site(s) unless this endorsement is attached as a part of the policy; coverage then applies only for the Limits of Insurance specifically listed in above SCHEDULE. A. For the purposes of this endorsement, CONTRACTORS POLLUTION LIABILITY COVERAGE PART, COVERAGES, A. Insuring Agreement is deleted in its entirety and replaced by the following: COVERAGES — NON -OWNED DISPOSAL SITE LIABILITY Insuring Agreement 1. We will pay those sums in excess of the deductible shown in the above SCHEDULE that the insured becomes legally obligated to pay for claim(s) or suit(s) seeking damages for bodily injury, property damage, or cleanup costs arising from liability of the insured that results from pollution condition(s) on, at, under, or migrated beyond the boundaries of a Non -Owned Disposal Site as a result of the disposal of any material or waste by the insured provided: a. Such pollution condition(s) first commence after the Retroactive Date listed in the above SCHEDULE, if any, and before the end of the policy period and any resulting claim(s) are reported to us in writing, during the policy period or any applicable Extended Reporting Period; and b. The material or waste is from a job site where your work is being performed or has ever been performed; and ENV-1230 (03-10) Copyright © 2010 CI Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 4 c. The Non -Owned Disposal Site is not owned, operated, leased, or maintained by the Named Insured or any related entity; and d. The Non -Owned Disposal Site is a treatment, storage or disposal facility that: Is currently permitted and/or licensed by the applicable federal, state, provincial, or municipal authorities; and ii. Is permitted at the time the material or waste is transferred to the Non -Owned Disposal Site for treatment, storage or disposal; and e. 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. We shall have the right and duty to defend the insured against any claim or suit seeking those damages. However, we shall have no duty to defend the insured against any claim or suit seeking damages for bodily injury or property damage to which this insurance does not apply. We may, at our discretion, investigate any loss and settle any claim(s) or suit(s) that may result. But the amount we will pay for damages is limited as described in C. LIMITS OF INSURANCE below; and our right and duty to defend ends when the applicable limit of insurance has been exhausted in the payment of judgments, settlements or supplementary payments under all attached Coverage Parts and all Supplementary Payments which reduce the Limit of Insurance. In the event a loss continues to take place during multiple policy periods for policies issued by us, all bodily injury and property damage arising out of such loss will be deemed to take place during the earliest period during which the loss commenced. B. For the purposes of this endorsement, CONTRACTORS POLLUTION LIABILITY COVERAGE PART, COVERAGES, Exclusions, Non -Owned Disposal Sites is deleted in its entirety and replaced by the following: Bodily injury or property damage arising out of pollution conditions on, at, under or migrated from a Non - Owned Disposal Site. This exclusion does not apply to Non -Owned Disposal Site(s) described above in COVERAGES, NON -OWNED DISPOSAL SITE LIABILITY, Insuring Agreement. C. For the purposes of this endorsement, CONTRACTORS POLLUTION LIABILITY COVERAGE PART, LIMITS OF INSURANCE is amended to include the following: The Each Claim Limit shown in the SCHEDULE set forth above is the most we will pay for the sum of all damages because of a loss arising out of any one claim(s) or suit(s) under this endorsement. The most we will pay with respect to any pollution condition that continues during the policy periods of more than one Non -Owned Disposal Site Liability Coverage Part is the Each Claim Limit shown in the SCHEDULE set forth above applicable to the first policy period during which the pollution condition commenced. The Contractors Pollution Liability Limit shown in the Declarations is amended to include damages and Supplementary Payments under the Non - Owned Disposal Site Liability Coverage Part. The Non -Owned Disposal Site Aggregate Limit shown in the SCHEDULE set forth above is the most we will pay for the sum of damages under all Coverage Parts and Supplementary Payments afforded by this endorsement. The General Aggregate Limit shown in the Declarations is amended to include damages and Supplementary Payments under the Non -Owned Disposal Site Liability Coverage Part. The deductible amount stated in the SCHEDULE set forth above is applicable to each claim and applies once to each claim and applies to defense expenses, investigation, settlement, compromise, or indemnification. ENV-1230 (03-10) Copyright © 2010 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2 of 4 D. For the purposes of this endorsement, CONTRACTORS POLLUTION LIABILITY COVERAGE PART, DEFINITIONS is amended to include the following additional DEFINITION: Non -Owned Disposal Site means a facility or site that is used for treatment, storage or disposal of any material or waste. E. For the purposes of this endorsement, the following Extended Reporting Period Provisions are added: EXTENDED REPORTING PERIOD In the event that the coverage provided by this endorsement is deleted or the policy is cancelled or non -renewed by the insured or the Company, for any reason, except for non-payment of premium or non-payment of deductible amounts, the following shall apply: A. Automatic Extended Reporting Period 1. The Insurer shall provide the insured at no additional premium an Automatic Extended Reporting Period of sixty (60) days for any claim(s) first made against the insured during this automatic extended reporting period provided: a. The claim(s) arises out of a pollution condition(s) to which this insurance applies; and b. The pollution condition(s) commences on or after the Retroactive Date shown in the Declarations and before the expiration or cancellation date of the Policy; and c. The claim(s) is reported in writing to the Insurer within sixty (60) days immediately following the expiration or cancellation date of the Policy. 2. The Automatic Extended Reporting Period shall become effective on the expiration or cancellation date of the Policy. 3. The Automatic Extended Reporting Period shall not reinstate or increase the Limits of Insurance, nor shall it extend the policy period or change the scope of the coverage provided. 4. The Automatic Extended Reporting Period shall not be provided if the insured has purchased other insurance to replace the coverage provided under this Policy. B. Optional Extended Reporting Period 1. The Named Insured, upon payment of a maximum additional premium of 200% of the annual policy premium, shall be entitled to purchase an Optional Extended Reporting Period of thirty-four (34) months for any claim(s) first made against the insured during this optional extended reporting period or the automatic extended reporting period provided: a. The claim(s) arises out of a pollution condition(s) to which this insurance applies; and b. The pollution condition(s) commences on or after the Retroactive Date shown in the Declarations and before the expiration or cancellation date of the Policy; and c. The claim(s) is reported in writing to the Insurer within 36 months immediately following the expiration or cancellation date of the Policy. 2. A written request for the Optional Extended Reporting Period must be received by the Insurer within thirty (30) days immediately following the expiration or cancellation date of the Policy. ENV-1230 (03-10) Copyright © 2010 M Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 3 of 4 3. Upon payment of the additional premium, the Optional Extended Reporting Period may not be cancelled and no return premiums will be provided. 4. The Optional Extended Reporting Period shall become effective on the expiration date of the Automatic Extended Reporting Period. 5. The Optional Extended Reporting Period shall not reinstate or increase the Limits of Insurance, nor shall it extend the policy period or change the scope of the coverage provided. All other terms and conditions remain the same. ENV-1230 (03-10) Copyright © 2010 i. i Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 4 of 4 Named Insured TRADE OR ECONOMIC SANCTIONS ENDORSEMENT Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This insurance does not apply to the extent that trade or economic sanctions or other laws or regulations prohibit us from providing insurance, including but not limited to, the payment of claims. All other terms and conditions of policy remain unchanged. Authorized Agent ALL-21101 (11-06) Ptd. In U.S.A. Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG21870107 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONDITIONAL EXCLUSION OF TERRORISM (RELATING TO DISPOSITION OF FEDERAL TERRORISM RISK INSURANCE ACT) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY A. Applicability Of The Provisions Of This Endorsement 1. The provisions of this endorsement be- come applicable commencing on the date when any one or more of the following first occurs. But if your policy (meaning the pol- icy period in which this endorsement ap- plies) begins after such date, then the pro- visions of this endorsement become applicable on the date your policy begins. a. The federal Terrorism Risk Insurance Program ("Program"), established by the Terrorism Risk Insurance Act, has ter- minated with respect to the type of in- surance provided under this Coverage Part or Policy; or b. A renewal, extension or replacement of the Program has become effective with- out a requirement to make terrorism coverage available to you and with revi- sions that: (1) Increase our statutory percentage deductible under the Program for ter- rorism losses. (That deductible de- termines the amount of all certified terrorism losses we must pay in a calendar year, before the federal gov- ernment shares in subsequent pay- ment of certified terrorism losses.); or (2) Decrease the federal government's statutory percentage share in poten- tial terrorism losses above such de- ductible; or (3) Redefine terrorism or make insur- ance coverage for terrorism subject to provisions or requirements that differ from those that apply to other types of events or occurrences under this policy. 2. If the provisions of this endorsement be- come applicable, such provisions: a. Supersede any terrorism endorsement already endorsed to this policy that ad- dresses "certified acts of terrorism" and/or "other acts of terrorism", but only with respect to an incident(s) of terror- ism (however defined) which results in injury or damage that occurs on or after the date when the provisions of this en- dorsement become applicable (for claims made policies, such an endorse- ment is superseded only with respect to an incident of terrorism (however de- fined) that results in a claim for injury or damage first being made on or after the date when the provisions of this en- dorsement become applicable); and b. Remain applicable unless we notify you of changes in these provisions, in re- sponse to federal law. CG21870107 © ISO Properties, Inc., 2005 Page 1 of 3 ❑ 3. If the provisions of this endorsement do NOT become applicable, any terrorism en- dorsement already endorsed to this policy, that addresses "certified acts of terrorism" and/or "other acts of terrorism", will con- tinue in effect unless we notify you of changes to that endorsement in response to federal law. B. The following definitions are added and apply under this endorsement wherever the term terror- ism, or the phrase any injury or damage, are en- closed in quotation marks: 1. "Terrorism" means activities against persons, organizations or property of any nature: a. That involve the following or preparation for the following: (1) Use or threat of force or violence; or (2) Commission or threat of a dangerous act; or (3) Commission or threat of an act that interferes with or disrupts an electronic, communication, information, or me- chanical system; and b. When one or both of the following applies: (1) The effect is to intimidate or coerce a government or the civilian population or any segment thereof, or to disrupt any segment of the economy; or (2) It appears that the intent is to intimidate or coerce a government, or to further political, ideological, religious, social or economic objectives or to express (or express opposition to) a philosophy or ideology. 2. "Any injury or damage" means any injury or damage covered under any Coverage Part or Policy 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 or Policy. C. The following exclusion is added: EXCLUSION OF TERRORISM We will not pay for "any injury or damage" caused directly or indirectly by "terrorism", including action in hindering or defending against an actual or ex- pected incident of "terrorism". "Any injury or dam- age" is excluded regardless of any other cause or event that contributes concurrently or in any se- quence to such injury or damage. But this exclu- sion applies only when one or more of the fol- lowing are attributed to an incident of "terrorism": 1. The "terrorism" is carried out by means of the dispersal or application of radioactive material, or through the use of a nuclear weapon or de- vice that involves or produces a nuclear reac- tion, nuclear radiation or radioactive contami- nation; or 2. Radioactive material is released, and it ap- pears that one purpose of the "terrorism" was to release such material; or 3. The "terrorism" is carried out by means of the dispersal or application of pathogenic or poi- sonous biological or chemical materials; or 4. Pathogenic or poisonous biological or chemical materials are released, and it appears that one purpose of the "terrorism" was to release such materials; or 5. The total of insured damage to all types of property exceeds $25,000,000. In determining whether the $25,000,000 threshold is ex- ceeded, we will include all insured damage sustained by property of all persons and enti- ties affected by the "terrorism" and business in- terruption losses sustained by owners or occu- pants of the damaged property. For the purpose of this provision, insured damage means damage that is covered by any insur- ance plus damage that would be covered by any insurance but for the application of any ter- rorism exclusions; or 6. Fifty or more persons sustain death or serious physical injury. For the purposes of this provi- sion, serious physical injury means: a. Physical injury that involves a substantial risk of death; or b. Protracted and obvious physical disfigure- ment; or c. Protracted loss of or impairment of the function of a bodily member or organ. Page 2 of 3 © ISO Properties, Inc., 2005 CG 21 87 01 07 0 Multiple incidents of "terrorism" which occur within a 72-hour period and appear to be carried out in concert or to have a related purpose or common leadership will be deemed to be one incident, for the purpose of determining whether the thresholds in Paragraphs C.S. or C.6. are exceeded. With respect to this Exclusion, Paragraphs C.S. and C.6. describe the threshold 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 this Exclusion will apply to that incident. When the Exclusion ap- plies to an incident of "terrorism", there is no cov- erage under this Coverage Part or Policy. In the event of any incident of "terrorism" that is not subject to this Exclusion, coverage does not apply to "any injury or damage" that is otherwise excluded under this Coverage Part or Policy. CG21870107 © ISO Properties, Inc., 2005 Page 3 of 3 0 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE CONTRACTOR'S POLLUTION LIABILITY COVERAGE SCHEDULE: Name of Person or Organization: Any person or organization that is an owner of real property or personal property on which you are performing operations, or a contractor on whose behalf you are performing operations, and only at the specific written request of such person or organization to you, wherein such request is made prior to commencement of operations. (If no entry appears above, information required to complete this endorsement will be shown in the 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 operations performed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to bodily injury or property damage occurring after: (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(s) 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 other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. ENV-3100 (08-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Endorsement Number Policy Number G24367022 002 Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT - OWNERS, LESSEES OR CONTRACTORS (PRIMARY AND NON-CONTRIBUTORY) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE CONTRACTOR'S POLLUTION LIABILITY COVERAGE SCHEDULE: Name of Person or Organization: Any person or organization that is an owner of real property or personal property on which you are performing operations, or a contractor on whose behalf you are performing operations, and only at the specific written request of such person or organization to you, wherein such request is made prior to commencement of operations. (If no entry appears above, information required to complete this endorsement will be shown in the 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 insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to bodily injury or property damage occurring after: (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(s) 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 other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. The coverage provided hereunder shall be primary and not contributing with any other insurance available to those designated above under any other third party liability policy. ENV-3101 (08-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 ALL KNOWN OR REPORTED INCIDENTS EXCLUSION Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY CONTRACTORS POLLUTION LIABILITY PROFESSIONAL LIABILITY This insurance does not apply to bodily Injury, property damage, personal and advertising injury, or pollution conditions from any incident, claim, suit, act, error, omission or accident: 1) of which the insured is aware, or reasonably should have been aware; or 2) committed by the insured or alleged to have been committed by the insured which is known or reported to the insured, his agent, broker or insurance company prior to the inception date of this policy are excluded from coverage under this policy. All other terms and conditions remain the same. ENV-3103 (12/10) Copyright 2010 ta Page 1 of 1 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions: A. 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 least: a. Ten (10) days before the effective date of cancellation if we cancel for nonpayment of premium; or b. Thirty (30) days before the effective date of cancellation if we cancel for any other reason. 3. We will mail or deliver our notice of cancellation to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. B. 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. C. Examination of Your Books and Records We may examine and audit your books and records as they relate to this policy at any time. D. Inspections and Surveys 1. We have the right to: a. Make inspections and surveys at any time; ENV-3107 (09-04) b. Give you reports on the conditions we find; and Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 2 c. Recommend changes. 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 charged. 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. E. 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; 3. Is responsible for the prompt payment of all deductibles under this policy. F. 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 die, 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. ENV-3107 (09-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2 of 2 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DEDUCTIBLE LIABILITY INSURANCE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE SCHEDULE Coverage Per Claim Deductible Per Occurrence Deductible Bodily Injury & Property Damage Liability Combined Not Applicable $2,500 A. Our obligation under the Bodily Injury Liability behalf applies only to the amount of damages applicable to such coverage. B. Deductible amounts may be on either a Per Schedule above applies as follows: and Property Damage Liability coverage parts to pay damages on your in excess of any Deductible amounts stated in the Schedule above, as Claim or Per Occurrence basis. The Deductible amount stated in the 1. Per Claim Basis If the Deductible amount indicated in the Schedule above is on a Per Claim basis that Deductible amount applies to all damages sustained by any one person because of: a. bodily injury; or b. property damage; or c. bodily injury and property damage combined as the result of any one occurrence If damages are claimed for care, loss of services 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; the definition of person includes an organization. 2. Per Occurrence Basis If the Deductible amount indicated in the Schedule above is on a Per Occurrence basis that Deductible amount applies to all damages because of: a. bodily injury; or b. property damage; or c. bodily injury and property damage combined as the result of any one occurrence, regardless 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: ENV-3110 (09-04) Page 1 of 2 1. Our right and duty to defend the Insured against any claim(s) or suit(s) seeking those damages; and 2. Your duties in the event of an occurrence, claim or suit, apply irrespective of the application to 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. All other terms and conditions remain the same. ENV-3110 (09-04) Page 2of2 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SEPARATE DEFENSE LIMIT ENDORSEMENT - CONTRACTOR'S POLLUTION LIABILITY This endorsement modifies insurance provided under the following: CONTRACTORS POLLUTION LIABILITY COVERAGE PART SECTION I - COVERAGES, C. Supplementary Payments is deleted in its entirety and replaced by the following: C. Supplementary Payments We will pay, with respect to any claim(s) we investigate or settle, or any suit(s) against an insured we defend: 1. All expenses we incur. 2. All premiums on appeal bonds or bonds to release attachments, but only for bond amounts within the applicable Limit of Insurance. The company does not have the obligation to apply for or furnish these bonds. 3. All reasonable expense(s) incurred by the insured at our request to assist us in the investigation or defense of the claim(s) or suit(s), including actual loss of earnings up to $250 per day because of time off from work. 4. All costs taxed against the insured in the suit(s). 5. 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. 6. 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 shown in the Declarations until we have paid $1,000,000 in total Supplementary Payments, after which these payments will reduce the Limits of Insurance shown in the Declarations. ENV-3137 (08-04) Page 1 of 1 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SEPARATE DEFENSE LIMIT ENDORSEMENT - PROFESSIONAL LIABILITY COVERAGE This endorsement modifies insurance provided under the following: PROFESSIONAL LIABILITY COVERAGE PART SECTION I - COVERAGES, C. Supplementary Payments is deleted in its entirety and replaced by the following: C. Supplementary Payments We will pay, with respect to any claim(s) we investigate or settle, or any suit(s) against an insured we defend: 1. All expenses we incur. 2. All premiums on appeal bonds or bonds to release attachments, but only for bond amounts within the applicable Limit of Insurance. The company does not have the obligation to apply for or furnish these bonds. 3. All reasonable expense(s) incurred by the insured at our request to assist us in the investigation or defense of the claim(s) or suit(s), including actual loss of earnings up to $250 per day because of time off from work. 4. All costs taxed against the insured in the suit(s). 5. 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. 6. 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 shown in the Declarations until we have paid $1,000,000 in total Supplementary Payments, after which these payments will reduce the Limits of Insurance shown in the Declarations. ENV-3138 (08-04) Page 1 of 1 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol 1 Policy Number ECP G24367022 002 Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Endorsement Number Effective Date of Endorsement 02/16/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SUBSIDENCE EXCLUSION This insurance does not apply to claim(s) or suit(s) for bodily injury, property damage, and personal and advertising injury claimed, in whole or in part, to arise from or be aggravated by, or claimed to result from or be the consequence of subsidence, whether the subsidence is combined with any other cause. This exclusion applies regardless of the cause of subsidence and includes defects or negligence in design, construction or materials, or any other event, conduct or misconduct which may have or is claimed to have precipitated, caused or acted jointly, concurrently or in any sequence with subsidence in causing damages. For the purpose of this endorsement, the following definition shall apply: Subsidence includes, but is not limited to, settling, sinking, slipping, falling away, caving in, shifting, eroding, mud -flow, rising, tilting, upheaval, or any other movement of land or earth, including earthquake, landslide, sinkhole, and volcanic eruption. All other terms and conditions remain the same. ENV-3141 (08-04) Page 1 of 1 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 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 SCHEDULE Name of Person or Organization: Any person or organization that is an owner of real property or personal property on which you are performing operations, or a contractor on whose behalf you are performing operations, and only at the specific written request of such person or organization to you, wherein such request is made prior to commencement of operations. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above 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. This waiver applies only to the person or organization shown in the Schedule above. All other terms and conditions remain the same. ENV-3143 (03-05) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 GLOBAL PROGRAM SOLUTIONS AMENDATORY (Foreign Indemnity) ENDORSEMENT Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTOR'S POLLUTION LIABILITY COVERAGE PART PROFESSIONAL LIABILITY COVERAGE PART THIRD -PARTY PREMISES POLLUTION LIABILITY COVERAGE PART ONSITE CLEANUP PREMISES POLLUTION LIABILITY COVERAGE PART SUDDEN AND ACCIDENTAL PREMISES POLLUTION LIAIBLITY COVERAGE PART Notwithstanding anything in this policy that might be construed otherwise, including any definitions or provisions governing Defense and Claims Expense that discuss the geographic scope of coverage to be provided herein, the Coverage Territory of this policy shall include the following: 1. The United States of America, including its territories and possessions, and Puerto Rico; 2. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any of the places included in Item 1., above; and 3. All other parts of the world, except: a. The People's Republic of China: and b. Any of the former member states of the Union of Soviet Socialist Republics, including Armenia, Azerbaijan, Belarus, Estonia, Georgia, Kazakhstan, Kyrgyzstan, Latvia, Lithuania, Moldova, Russia, Tajikistan, Turkmenistan, Ukraine and Uzbekistan. This policy shall not afford coverage for any risk which would otherwise be in violation of the laws of the United States of America, including, but not limited to, economic or trade sanction laws or export control laws administered by the government of the United States of America. I. FOREIGN COVERAGE When a foreign occurrence arising out of one or more otherwise covered exposures of the insured or foreign entity causes injury or damage to which this insurance applies, rather than directly pay on behalf of the insured or foreign entity, we shall indemnify the insured for the foreign Toss or foreign entity Toss caused by a foreign occurrence subject to the following provisions. II. WHO IS AN INSURED The WHO IS AN INSURED provisions of this policy and any other associated definitions or schedules are hereby amended to confirm that foreign entities are not insureds on whose behalf we have a direct duty to pay settlements or judgments or to whom we owe any duty to defend. III. DEFENSE AND SUPPLEMENTARY PAYMENTS Rather than directly defend an insured or foreign entity, we shall indemnify the insured for defense costs incurred in defending a suit brought against it or its foreign entity, provided that the insured complies with Section IV., ADDITIONAL CONDITIONS, of this Endorsement, below, and all other policy terms, conditions and limitations. ENV-3147 (05-12) Copyright 2012 Page 1 of 3 IV. LIMITS OF INSURANCE The insurance provided by this Endorsement is subject to all applicable limits of insurance, limits of liability, deductibles and self -insured retentions (if any) identified in the Declarations of, or elsewhere in, this policy, including any aggregate limits and sublimits (collectively "limits"). Any foreign Toss or foreign entity loss for which we pay indemnity shall erode and be counted against such limits. Such limits apply on the same basis (e.g., per occurrence, per claim, in the aggregate etc.) with respect to the insureds as would apply if the foreign occurrence had taken place within the United States of America, including its territories and possessions, or Puerto Rico. The applicability of limits to Supplementary Payments or allocated Toss adjustment expense applies on the same basis (pursuant to the applicable coverage part) as would apply if the foreign occurrence had taken place directly with respect to an insured within the United States of America, including its territories and possessions, or Puerto Rico. V. ADDITIONAL CONDITIONS The following conditions apply in addition to the conditions and limitations provided elsewhere in this policy. A. Claims Made and/or Reported Coverage (to the extent applicable) Any requirements in this policy that a claim be first made and/or reported, or deemed made and/or reported, during the policy period, or any discovery or extended reporting period, shall also apply to all claims made against a foreign entity for which an insured seeks indemnification. Any provisions regarding notice of circumstances which may become a claim pursuant to this policy shall apply to circumstances known or which reasonably should have been known by the insured. B. Additional Duties of the Insured 1. With respect to a foreign occurrence which may result in a claim to which this insurance applies, the insured assumes the duty to notify us, and must notify us in accordance with the conditions in the applicable coverage part or endorsement of this policy. 2. The insured shall, when directed by us: a. Retain in its own name, but, subject to any relevant retention or deductible obligations herein, a loss adjusting expert approved by us that is authorized in the jurisdiction in which the foreign Toss or foreign entity loss occurred; b. Where permitted by applicable law, grant us the full right to collaborate with such loss adjusting expert; c. Grant us full access to any records produced by such loss adjusting expert; and d. Obtain the right to control the investigation, adjustment, defense and settlement of the foreign loss or foreign entity Toss using experts approved by us, including access to books, records, bills, invoices, vouchers and other information. C. Payment as Discharge of Liability With respect to any foreign loss or foreign entity Toss, payment to the insured shall, in all circumstances, to the extent of such payment, discharge us from any liability or alleged liability to any other person or entity, whether or not such person or entity is named as an insured pursuant to this policy. D. Truthfulness and Accuracy of Information 1. The insured shall make a good faith effort to provide truthful and accurate information to us with respect to the applicable foreign entity, foreign occurrence, claim, suit, foreign loss or foreign entity Toss; and 2. The insured shall not, at any time, intentionally conceal or misrepresent facts concerning any foreign entity; any foreign loss; any foreign entity loss; any claim or suit; or any foreign occurrence. VI. Additional Definitions The following definitions apply to this Endorsement in addition to definitions set forth elsewhere in this policy: A. Allocated loss adjustment expense means any: 1. Expenses, costs and interest provided for pursuant to this policy that responds to a loss, claim, suit or demand; and ENV-3147 (05-12) Copyright 2012 CI Page 2 of 3 2. Other expenses, costs, or interest incurred in connection with the investigation, administration, adjustment, settlement or defense of any Toss, claim, suit or demand arising pursuant to this policy that we directly allocate to a particular claim, whether or not a payment indemnifying the claimant(s) is made by any person or entity. Such expenses shall include: subrogation; all court costs, fees and expenses; fees for service of process; fees and expenses to attorneys for legal services; the cost of services of undercover operations and detectives; fees to obtain medical cost containment services; the cost of employing experts for the purpose of preparing maps, photographs, diagrams, or chemical or physical analysis, or for expert advice or opinion; the cost of obtaining copies of any public records; and the cost of obtaining depositions and court reporters or recorded statements. However, allocated Toss adjustment expense does not include: 1. The salaries of the employees of any foreign entity or of the insured; 2. Fees, expenses and interest for legal services not provided to or for the benefit of the insured; and 3. Amounts otherwise reimbursed to the insured or foreign entity. B. Foreign entity means any person or entity which would otherwise qualify as an insured or additional insured as defined in or identified in any coverage part, endorsement or schedule attached to this policy, but for the fact that such person or entity is domiciled or its principal place of business is located within a jurisdiction outside of the United States of America, including its territories and possessions, or Puerto Rico. C. Foreign loss means: 1. Damages or other amounts to which this insurance applies, that an insured has incurred or becomes legally obligated to pay within a jurisdiction outside of the United States of America, including its territories and possessions, or Puerto Rico, as the result of injury, damage, Toss, or liability to which this insurance would apply if the foreign occurrence had taken place within the United States of America, including its territories and possessions, or Puerto Rico; and 2. Any reasonable and necessary expenses or costs incurred by the insured to which this insurance would apply if we defended the claim or suit, which have not been paid, indemnified or reimbursed pursuant to any other insurance. D. Foreign entity loss means: 1. Damages, or other amounts to which this insurance applies, that a foreign entity has incurred or becomes legally obligated to pay because of injury, damage, loss, or liability to which this insurance would apply if the insured were directly liable for such amounts with respect to covered exposures located within the United States of America, including its territories and possessions, or Puerto Rico; and 2. Any reasonable and necessary expenses or costs incurred by a foreign entity to which this insurance would apply if we defended the claim or suit, which have not been paid, indemnified or reimbursed pursuant to any other insurance. E. Foreign occurrence means an accident, occurrence, pollution condition, loss, act, error or omission (as any of these terms may be defined in the applicable coverage parts), which may result in a foreign loss or foreign entity loss. AU other terms and conditions of this policy remain unchanged. ENV-3147 (05-12) Copyright 2012 Page 3 of 3 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 MOLD EXCLUSION Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART PROFESSIONAL LIABILITY COVERAGE PART A. COMMERCIAL GENERAL LIABILITY COVERAGE FORM , if part of this policy, is amended as follows: 1. The following are added to DEFINITIONS: Mold means mildew, fungus, or mold; including mycotoxins, spores or byproducts produced or released by fungi. 2. The following exclusion is added to SECTION 1- COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions and SECTION I - COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY, 2. Exclusions: Mold The coverage afforded by this policy does not apply to bodily injury, property damage or personal and advertising injury arising out of mold. B. CONTRACTORS POLLUTION LIABILITY COVERAGE, if part of this policy, is amended as follows: 1. DEFINITIONS, Pollution Conditions is deleted in its entirety and replaced with the following: Pollution condition means the discharge, dispersal, release, escape, migration, or seepage of any solid, liquid, gaseous or thermal, material matter, irritant or contaminant, including smoke, soot, vapors, fumes, acids, alkalis, chemicals, hazardous substances, hazardous materials, low level radiological material, or waste materials including medical, infectious, or pathological wastes, on, in, into, or upon land and structures thereupon, the atmosphere, surface water or groundwater. Pollution condition includes electromagnetic fields, virus(es), and bacteria including Legionella pneumophila. 2. The following is added to EXCLUSIONS: Mold Bodily injury or property damage arising out of mold. C. PROFESSIONAL LIABILITY COVERAGE, if part of this policy, is amended as follows: 1. The following is added to EXCLUSIONS: ENV-3210 (05-12) Copyright 2012 la Page 1 of 2 Mold Suit(s) or claims(s) seeking damages that result from a mold condition arising from an act, error, or omission in the rendering or failure to render professional services. 2. DEFINITIONS, Claim(s) is deleted in its entirety and replaced with the following: Claim(s) means a request or a demand received by you or us for money or services, including the institution of suit, seeking damages arising from an act, error, or omission in the rendering or failure to render professional services. 3. DEFINITIONS, Pollution condition is deleted in its entirety and replaced with the following: Pollution condition means the discharge, dispersal, release, escape, migration, or seepage of any solid, liquid, gaseous or thermal, material matter, irritant or contaminant, including smoke, soot, vapors, fumes, acids, alkalis, chemicals, hazardous substances, hazardous materials, low level radiological material, or waste materials including medical, infectious, or pathological wastes, on, in, into, or upon land and structures thereupon, the atmosphere, surface water or groundwater. Pollution condition includes electromagnetic fields, virus(es), and bacteria including Legionella pneumophila. All other terms and conditions remain the same. ENV-3210 (05-12) Copyright 2012 IRI Page 2 of 2 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 ADDITIONAL INSURED ENDORSEMENT — PRODUCTS -COMPLETED OPERATIONS HAZARD Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTOR'S POLLUTION LIABILITY COVERAGE PART SCHEDULE Any person or organization that is an owner of real property or personal property on which you are performing operations, or a contractor on whose behalf you are performing operations, and only at the specific written request of such person or organization to you, wherein such request is made prior to commencement of operations. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) 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 or property damage caused, in whole or in part, by your work performed for that additional insured and included in the products -completed operations hazard. All other terms and conditions remain the same. ENV-3225 (10-08) Copyright © 200 Page 1 of 1 ADDITIONAL INSURED ENDORSEMENT — PRODUCTS -COMPLETED OPERATIONS HAZARD PRIMARY & NON-CONTRIBUTORY Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol Policy Number Policy Period ECP I G24367022 002 I O2/16/2015 to 02/16/2017 Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Endorsement Number Effective Date of Endorsement 02/16/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTOR'S POLLUTION LIABILITY COVERAGE PART SCHEDULE Any person or organization that is an owner of real property or personal property on which you are performing operations, or a contractor on whose behalf you are performing operations, and only at the specific written request of such person or organization to you, wherein such request is made prior to commencement of operations. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) 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 or property damage caused, in whole or in part, by your work performed for that additional insured and included in the products -completed operations hazard. Furthermore, the coverage provided hereunder shall be primary and not contributing with any other insurance available to those designated above under any other third party liability policy. All other terms and conditions remain the same. ENV-3226 (10-08) Copyright © 2008e Page 1 of 1 ASBESTOS AMENDATORY ENDORSEMENT Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: This insurance does not apply to bodily injury or property damage at any time arising out of the manufacture of, mining of, sale or distribution of, or installation of asbestos products, asbestos fibers or asbestos dust, or to any obligation of the insured to indemnify any party because of damages arising out of such bodily injury or property damage at any time as a result of the manufacture of, mining of, sale or distribution of, or installation of asbestos products, asbestos fibers or asbestos dust. Furthermore, the Company shall not be obligated to defend any claim or suit against any insured alleging bodily injury or property damage resulting from or contributed to, by any and all manufacture of, mining of, sale or distribution of, or installation of asbestos products, asbestos fibers or asbestos dust. For the purpose of this endorsement, bodily injury shall include disability, disease, occupational disease, sickness, and shock. All other terms and conditions of this Policy remain unchanged. ENV-5100 (06/11) Copyright 2011 lal Page 1 of 1 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NUCLEAR HAZARD LIABILITY EXCLUSION This insurance does not apply to: A. Bodily injury or property damage: 1. With respect to which the 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 insurance; 2. Resulting from the hazardous properties of nuclear material and with respect to which: (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. Resulting from the 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 the 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 the Insured; or 3. The bodily injury or property damage arises out of the furnishing by the Insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, located within the United States of America, its territories or possessions or Canada. C. As used in this exclusion: ENV-5102 (10-04) 1. Hazardous properties include radioactive, toxic, or explosive properties. 2. Nuclear material means source material, special nuclear material, or byproduct material. Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 2 ENV-5102 (10-04) 3. Source material, special nuclear material, and byproduct material have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. 4. Spent fuel means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor. 5. Waste means any waste material: (a) Containing byproduct 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; (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; 6. Nuclear facility means: (a) Any nuclear reactor; (b) Any equipment or device designed or used for: Separating the isotopes of uranium or plutonium; ii. Processing or utilizing spent fuel; or 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; (e) The site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. 7. 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. 8. Property damage includes all forms of radioactive contamination of property. Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2 of 2 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARNED PREMIUM ENDORSEMENT — 25% MINIMUM EARNED The Minimum Earned Premium due for this policy shall be calculated in accordance with the following: 1. In the event of cancellation of this policy by the first Named Insured the minimum earned premium due if this policy remains in effect for ninety (90) days or less shall be twenty-five percent (25%) of the amount entered as advance premium on the Declarations of this policy; and 2. In the event of cancellation of this policy by the first Named Insured after this policy has been in effect for more than ninety (90) days, the return premium due, if any, shall be computed at a rate equal to ninety percent (90%) of the pro-rata unearned policy premium, subject, however, to final premium adjustment in accordance with our rules, rates and the Premium Audit provisions of this policy; and 3. In the event of cancellation of this policy by the Company for reasons other than non-payment of premium, the earned premium for this policy shall be computed on a pro-rata basis, subject, however, to final premium adjustment in accordance with our rules, rates and Premium Audit provisions of this policy; and 4. The following supersedes any provision to the contrary contained in the policy to which this endorsement is attached: The premium entered in the Declarations of this policy as advance premium is a provisional premium only and is subject to adjustment in accordance with our rules, rates and the Premium Audit provisions of this policy. Premium adjustments effected as a result of premium audits will be done after the policy is no longer in effect but may be done by the Company while the policy is in effect. Premium audit adjustment calculations will be made to determine additional premiums only. The first Named Insured agrees that there will be no downward adjustment of the advance premium resulting from the Premium Audit provisions of this policy. You agree that 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 (3) years afterward. All other terms and conditions remain the same. ENV-5519 (09-04) Page 1 of 1 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONSTRUCTION MANAGEMENT PROFESSIONAL EXCLUSION - GENERAL LIABILITY COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to SECTION 1- COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions and SECTION I - COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY, 2. Exclusions: Construction Management The coverage afforded by this policy does not apply to bodily injury, property damage or personal and advertising injury arising out of: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawing, opinions, reports, surveys, field orders, change orders or drawing and specifications by any architect, engineer or surveyor performing services on a project on which you serve as construction manager; or (2) Inspection, supervision, quality control, architectural or engineering activities down by or for you on a project on which you serve as construction manager. This exclusion does not apply to bodily injury or property damage arising out of construction work or demolition work done by you, your employees, or your subcontractors. All other terms and conditions remain the same. ENV-6100 (08-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENGINEERS, ARCHITECTS AND SURVEYORS PROFESSIONAL EXCLUSION — GENERAL LIABILITY COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to SECTION 1- COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions and SECTION I - COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY, 2. Exclusions: Engineers, Architects or Surveyors The coverage afforded by this policy 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 your 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 failure to prepare or approve maps, shop drawing, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities. All other terms and conditions remain the same. ENV-6101 (08-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INSPECTION, APPRAISAL AND SURVEY EXCLUSION — GENERAL LIABILITY COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to SECTION 1- COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions and SECTION I - COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY, 2. Exclusions: Inspection, Appraisal and Survey The coverage afforded by this policy does not apply to bodily injury, property damage or personal and advertising injury for which the Insured may be held liable because of the rendering or failure to render professional services in the performance of any claim, investigation, adjustment, engineering, inspection, appraisal, survey, or audit services. All other terms and conditions remain the same. ENV-6102 (08-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TESTING OR CONSULTING PROFESSIONAL LIABILITY EXCLUSION — GENERAL LIABILITY COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to SECTION I - COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions and SECTION I - COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY, 2. Exclusions: Testing or Consulting The coverage afforded by this policy does not apply to bodily injury, property damage or personal and advertising injury arising out of: (1) An error, omission, defect or deficiency in: (a) Any test performed; or (b) Any evaluation, 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 such data. All other terms and conditions remain the same. ENV-6103 (08-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Endorsement Number Policy Number G24367022 002 Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TOTAL POLLUTION EXCLUSION — GENERAL LIABILITY COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Exclusions, f. under Paragraph 2., Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability, is deleted in its entirety and replaced by the following: This insurance does not apply to: f. Pollution (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. (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. All other terms and conditions remain the same. ENV-6104 (08-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMPLOYMENT RELATED PRACTICES EXCLUSION This insurance does (1) (2) (3) not apply to bodily injury or personal injury arising out of: Any refusal to employ; or Any termination of employment; or Any coercion, demotion, performance evaluation, reassignment, harassment, humiliation, discrimination or other employment related omission; or discipline, defamation, practice, policy, act or (4) Consequential bodily injury or personal injury as a result of (1), (2) or (3) above. This exclusion applies whether the insured may be held liable as an employer or in any other capacity and to any obligation to share damages with or to repay someone else who must pay damages because of the bodily injury. All other terms and conditions remain the same. ENV-6105 (08-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DEFINED WORDS AND PHRASES ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The fourth paragraph in the preamble of form CG 00 01, COMMERCIAL GENERAL LIABILITY COVERAGE FORM, is deleted and replaced as follows: Other words and phrases appearing in quotation marks or in bold print have special meaning. Refer to Section V — Definitions. Words and phrases appearing in bold print in endorsements attached hereto are subject to the definitions in Section V unless specifically defined within the endorsement. All other terms and conditions remain the same. ENV- 6106 (01-05) Page 1 of 1 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AND NON -OWNED AUTO LIABILITY COVERAGE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Limits of Insurance: $1,000,000 $1,000,000 Each Occurrence Aggregate Limit (included in the General Aggregate) With respect to the insurance provided by this endorsement, the following is added to Section I - COVERAGES: A. HIRED AUTO LIABILITY The insurance provided under this Coverage Part applies to bodily injury or property damage arising out of the maintenance or use of a hired auto by you or your employee in the course of your business. B. NON -OWNED AUTO LIABILITY The insurance provided under this Coverage Part applies to bodily injury or property damage arising out of the use of a non -owned auto in your business. With respect to the insurance provided by this endorsement: A. The COMMERCIAL GENERAL LIABILITY COVERAGE FORM, SECTION I - COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2, Exclusions, Items c., e., g., h., i., j., k., m., n. and o. are deleted in their entirety. B. The following additional exclusions are added: 1. Employee Indemnification and Employer's Liability Bodily Injury: 1. To an employee of the insured arising out of and in the course of employment by the insured; or 2. To the spouse, child, parent, brother or sister of that employee as a consequence of 1. above. 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 injury. This exclusion does not apply to: 1. Liability assumed by the insured under an insured contract; or ENV-7110 (02-05) Page 1 of 3 2. Bodily injury arising out of and in the course of domestic employment by the insured unless benefits for such injury are in whole or in part either payable or required to be provided under any workers compensation law. 2. Care, Custody or Control Property Damage: 1. To property owned or transported by, or rented or loaned to the insured; or 2. Property in the care, custody or control of the insured. 3. Fellow Employee Bodily injury to any fellow employee of the insured arising out of and in the course of the fellow employee's employment or while performing duties related to the conduct of your business. With respect to the insurance provided by this endorsement the COMMERCIAL GENERAL LIABILITY COVERAGE FORM, SECTION II - WHO IS AN INSURED is deleted in its entirety and replaced by the following: 1. Each of the following is an insured under this insurance to the extent set forth below: a. You; b. Anyone else while using with your permission a non -owned auto or hired auto except: 1. The owner or anyone else from whom you hire or borrow a non -owned auto or hired auto. 2. Your employee if the non -owned auto is owned by that employee or a member of his or her household. 3. A partner (if you are a partnership), or a member (if you are a limited liability company) for a non -owned auto owned by him or her or a member of his or her household. 4. Any person while employed in or otherwise engaged in duties in connection with an auto business,other than an auto business you own or operate. c. Any other person or organization, but only with respect to their liability because of acts or omissions of an insured under a., b. or c. above. With respect to the insurance provided by this endorsement, SECTION III - LIMITS OF INSURANCE, Items 1. and 2. are deleted in their entirety and replaced by the following: 1. Regardless of the number of hired autos or non -owned autos, premiums paid, claims made or vehicles involved in the occurrence, the most we will pay for the total of all damages resulting from any one occurrence is the Each Occurrence Limit shown in the schedule of this endorsement. 2. The Aggregate Limit shown in the schedule of this endorsement is the most we will pay for the sum of all damages under this Coverage Part. The Aggregate Limit shown in the schedule of this endorsement is included within the General Aggregate Limit shown in the policy declarations. The General Aggregate Limit is the most we will pay for the sum of all damages under all Coverage Parts provided within this policy except damages because of bodily injury or property damage included in the products -completed operations hazard. ENV-7110 (02-05) Page 2 of 3 With respect to the insurance provided by this endorsement, the COMMERCIAL GENERAL LIABILITY COVERAGE FORM, SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS are not changed with respect to HIRED AUTO LIABILITY or NON -OWNED AUTO LIABILITY Insurance. With respect to the insurance provided by this endorsement, the COMMERCIAL GENERAL LIABILITY COVERAGE FORM, SECTION V. DEFINITIONS is amended as follows: A. Item 9. Insured contract is amended to include the following: f. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your employees, of any auto. However, such contract or agreement shall not be considered an insured contract to the extent that it obligates you or any of your employees to pay for property damage to any auto rented or leased by you or any of your employees. An insured contract 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, roadbeds, tunnel, underpass or crossing; or 2. That pertains to the loan, lease or rental of an auto to you or any of your employees, if the auto is loaned, leased or rented with a driver; or 3. That holds a person or organization engaged in the business of transporting property by auto for hire harmless for your use of a covered auto over a route or territory that person or organization is authorized to serve by public authority. B. The following additional DEFINITIONS are added: 1. Auto business means the business or occupation of selling, repairing, servicing, storing or parking autos. 2. Domestic employment means the employment of persons engaged in household or domestic work performed principally in connection with residential premises. 3. Hired auto means any auto you lease, hire or borrow. This does not include: a. any auto you lease, hire or borrow from any of your employees or members of their households, or from any of your partners or executive officers; b. any substitute, replacement or extra auto needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor; or c. any auto you lease, hire, rent or borrow for a period of time longer than six (6) months. 4. Non -owned auto means any auto you do not own, lease, hire or borrow which is used in connection with your business. This includes autos owned by your employees, partners (if you are a partnership), members (if you are a limited liability company), or members of their households but only while used in your business. All other terms and conditions remain the same. ENV-7110 (02-05) Page 3 of 3 Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. EMPLOYEE BENEFITS LIABILITY COVERAGE ENDORSEMENT THIS IS A CLAIMS -MADE ENDORSMENT WHICH COVERS ONLY CLAIMS FIRST MADE AGAINST THE INSURED AND REPORTED TO THE INSURER, IN WRITING, DURING THE EXTENDED REPORTING PERIOD. PLEASE READ THIS ENDORSEMENT CAREFULLY. SOME OF THE PROVISIONS CONTAINED IN THIS ENDORSEMENT RESTRICT COVERAGE, SPECIFY WHAT IS AND IS NOT COVERED AND DESIGNATE RIGHTS AND DUTIES. LEGAL DEFENSE EXPENSES ARE SUBJECT TO AND WILL ERODE THE LIMITS OF INSURANCE AND ANY APPLICABLE DEDUCTIBLES. SCHEDULE Limits of Insurance: $ 1,000,000 Each Claim $ 1,000,000 Aggregate Limit (included in the General Aggregate) Deductible: $ 5,000 Each Claim Retroactive Date: 02/16/2011 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE A. For the purpose of this endorsement, the following is added to SECTION I — COVERAGES: EMPLOYEE BENEFITS LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of any act, error or omission, of the insured, or of any other person for whose acts the insured is legally liable, 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 to which this insurance does not apply. We may, at our discretion, investigate any report of an act, error or omission and settle any claim or suit that may result. But: (1) The amount we will pay for damages is limited as described in Paragraph E. (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. No other obligation or liability to pay sums or perform acts or services is covered ENV-7113 (09-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 8 unless explicitly provided for under Supplementary Payments. b. This insurance applies to damages only if: (1) The act, error or omission, is negligently committed in the administration of your employee benefit program; (2) The act, error or omission, did not take place before the Retroactive Date, if any, shown in the Schedule nor after the end of the policy period; and A claim for damages, because of an act, error or omission, is first made against any insured, in accordance with Paragraph c. below, during the policy period or an Extended Reporting Period we provide under Paragraph G. of this endorsement. c. A claim seeking damages will be deemed to have been made at the earlier of the following times: (3) (1) When notice of such claim is received and recorded by any insured or by us, whichever comes first; or (2) When we make settlement in accordance with Paragraph 1.a. above. A claim received and recorded by the insured within 60 days after the end of the policy period will be considered to have been received within the policy period, if no subsequent policy is available to cover the claim. d. All claims for damages made by an employee because of any act, error or omission, or a series of related acts, errors or omissions, including damages claimed by such employee's dependents and beneficiaries, 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: a. Dishonest, Fraudulent, Criminal or Malicious Act Damages arising out of any intentional, dishonest, fraudulent, criminal or malicious act, error or omission, committed by any insured, including the willful or reckless violation of any statute. b. Bodily Injury, Property Damage, or Personal and Advertising Injury Bodily injury, property damage or personal and advertising injury. c. Failure to Perform a Contract Damages arising out of failure of performance of contract by any insurer. d. Insufficiency of Funds Damages arising out of an insufficiency of funds to meet any obligations under any plan included in the employee benefit program. e. Inadequacy of Performance of Investment/Advice Given With Respect To Participation Any claim based upon: (1) Failure of any investment to perform; ENV-7113 (09-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2 of 8 (2) Errors in providing information on past performance of investment vehicles; or (3) Advice given to any person with respect to that person's decision to participate or not to participate in any plan included in the employee benefit program f. Workers' Compensation and Similar Laws Any claim arising out of your failure to comply with the mandatory provisions of any workers' compensation, unemployment compensation insurance, social security or disability benefits law or any similar law 9. ERISA Damages for which any insured is liable because of liability imposed on a fiduciary by the Employee Retirement Income Security Act of 1974, as now or hereafter amended, or by any similar federal, state or local laws. h. Available Benefits Any claim for benefits to the extent that such benefits are available, with reasonable effort and cooperation of the insured, from the applicable funds accrued or other collectible insurance. i. Taxes, Fines or Penalties Taxes, fines or penalties, including those imposed under the Internal Revenue Code or any similar state or local law. j. Employment -Related Practices Damages arising out of wrongful termination of employment, discrimination, or other employment -related practices. B. For the purposes of the coverage provided by this endorsement: 1. All references to Supplementary Payments — Coverages A and B are replaced by Supplementary Payments — Coverages A, B and Employee Benefits Liability. 2. Paragraphs 1.b. and 2. of the Supplementary Payments provision do not apply. C. For the purposes of the coverage provided by this endorsement, Paragraphs 2. and 4. of Section II — Who Is An Insured are replaced by the following: 2. Each of the following is also an insured: a. Each of your employees who is or was authorized to administer your employee benefit program. b. Any persons, organizations or employees having proper temporary authorization to administer your employee benefit program if you die, but only until your legal representative is appointed. c. 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 Endorsement. 4. 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 no other similar insurance applies to that organization. However: ENV-7113 (09-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 3 of 8 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 under this provision does not apply to any act, error or omission that was committed before you acquired or formed the organization. D. For the purposes of the coverage provided by this endorsement, Paragraph 3. of Section II — Who Is An Insured does not apply. E. For the purposes of the coverage provided by this endorsement, Section III — Limits of Insurance is replaced by the following: 1. Limits of Insurance a. The Limits of Insurance shown in the Schedule and the rules below fix the most we will pay regardless of the number of: (1) Insureds; (2) Claims made or suits brought; (3) Persons or organizations making claims or bringing suits; (4) Acts, errors or omissions; or (5) Benefits included in your employee benefit program. b. The Aggregate Limit is the most we will pay for all damages because of acts, errors or omissions negligently committed in the administration of your employee benefit program. c. Subject to the Aggregate Limit, the Each Employee Limit is the most we will pay for all damages sustained by any one employee, including damages sustained by such employee's dependents and beneficiaries, as a result of: (1) An act, error or omission; or (2) A series of related acts, errors or omissions negligently committed in the administration of your employee benefit program. However, the amount paid under this endorsement shall not exceed, and will be subject to, the limits and restrictions that apply to the payment of benefits in any plan included in the employee benefit program. The Limits of Insurance of this endorsement 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 of the policy to which this endorsement is attached, 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. 2. Deductible a. Our obligation to pay damages on behalf of the insured applies only to the amount of damages in excess of the deductible amount stated in the Schedule as applicable to Each Employee. The limits of insurance shall not be reduced by the amount of this deductible. ENV-7113 (09-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 4 of 8 b. The deductible amount stated in the Schedule applies to all damages sustained by any one employee, including such employee's dependents and beneficiaries, because of all acts, errors or omissions to which this insurance applies. c. The terms of this insurance, including those with respect to: (1) Our right and duty to defend any suits seeking those damages; and (2) Your duties, and the duties of any other involved insured, in the event of an act, error or omission, or claim 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 we have paid. F. For the purposes of the coverage provided by this endorsement, Conditions 2. and 4. of Section IV — Conditions are replaced by the following: 2. Duties In The Event of an Act, Error or Omission, or 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. To the extent possible, notice should include: (1) What the act, error or omission was and when it occurred; and (2) The names and addresses of anyone who may suffer damages as a result of the act, error or omission. 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 an act, error or omission 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 without our consent. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this endorsement, our obligations are limited as follows: ENV-7113 (09-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 5 of 8 a. Primary Insurance This insurance is primary except when 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 c. below. b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is effective' prior to the beginning of the policy period shown in the Schedule of this insurance and that applies to an act, error or omission on other than a claims -made basis, if: (a) No Retroactive Date is shown in the Schedule of this insurance; or (b) The other insurance has a policy period which continues after the Retroactive Date shown in the Schedule of this insurance. (2) When this insurance is excess, we will have no duty 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. 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 the total amount that all such other insurance would pay for the loss in absence of this insurance; and 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 Schedule of this endorsement. (3) c. Method of Sharing If all of the other insurance also. Under this approach applicable limit of insurance If any of the other insurance by limits. Under this method, of insurance of all insurers. permits contribution by equal shares, we will follow this method each insurer contributes equal amounts until it has paid its or none of the loss remains, whichever comes first. does not permit contribution by equal shares, we will contribute each insurer's share is based on the ratio of its applicable limits G. For the purposes of the coverage provided by this endorsement, the following Extended Reporting Period provisions are added, or, if this endorsement is attached to a claims -made Coverage Part, replaces any similar Section in that Coverage Part: EXTENDED REPORTING PERIOD 1. You will have the right to purchase an Extended Reporting Period, as described below, if: a. This endorsement is canceled or not renewed; or b. We renew or replace this endorsement with insurance that: (1) Has a Retroactive Date later than the date shown in the Schedule of this endorsement; or ENV-7113 (09-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 6 of 8 (2) Does not apply to an act, error or omission on a claims -made basis. 2. The Extended Reporting Period does not extend the policy period or change the scope of coverage provided. It applies only to claims for acts, errors or omissions that were first committed before the end of the policy period but not before the Retroactive Date, if any, shown in the Schedule. Once in effect, the Extended Reporting Period may not be canceled. 3. An Extended Reporting Period of five years is available, but only by an endorsement and for an extra charge. You must give us a written request for the endorsement within 60 days after the end of the policy period. The Extended Reporting Period will not go into effect unless you pay the additional premium promptly when due. 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 employee benefit programs insured; b. Previous types and amounts of insurance; c. Limits of insurance available under this endorsement for future payment of damages; and d. Other related factors. The additional premium will not exceed 100% of the annual premium. The Extended Reporting Period endorsement applicable to this coverage shall set forth the terms, not inconsistent with this Section, applicable to the 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 Extended Reporting Period starts. 4. If the Extended Reporting Period is in effect, we will provide an extended reporting period aggregate limit of insurance described below, but only for claims first received and recorded during the Extended Reporting Period. The extended reporting period aggregate limit of insurance will be equal to the dollar amount shown in the Schedule of this endorsement under Limits of Insurance. Paragraph E.1.b. of this endorsement will be amended accordingly. The Each Employee Limit shown in the Schedule will then continue to apply as set forth in Paragraph E.1.c. H. For the purposes of the coverage provided by this endorsement, the following definitions are added to the Definitions Section: 1. Administration means: a. Providing information to employees, including their dependents and beneficiaries, with respect to eligibility for or scope of employee benefit programs; b. Handling records in connection with the employee benefit programs; or c. Effecting, continuing or terminating any employee's participation in any benefit included in the employee benefit programs. ENV-7113 (09-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 7 of 8 However, administration does not include handling payroll deductions. 2. Cafeteria plans means plans authorized by applicable law to allow employees to elect to pay for certain benefits with pre-tax dollars. 3. Claim means any demand, or suit, made by an employee or an employee's dependents and beneficiaries, for damages as the result of an act, error or omission. 4. Employee benefit program means a program providing some or all of the following benefits to employees, whether provided through a cafeteria plan or otherwise: a. Group life insurance; group accident or health insurance; dental, vision and hearing plans; and flexible spending accounts; provided that no one other than an employee may subscribe to such benefits and such benefits are made generally available to those employees who satisfy the plan's eligibility requirements; b. Profit sharing plans, employee savings plans, employee stock ownership plans, pension plans and stock subscription plans, provided that no one other than an employee may subscribe to such benefits and such benefits are made generally available to all employee who are eligible under the plan for such benefits; c. Unemployment insurance, social security benefits, workers' compensation and disability benefits; d. Vacation plans, including buy and sell programs; leave of absence programs, including military, maternity, family, and civil leave; tuition assistance plans; transportation and health club subsidies; and e. Any other similar benefits designated in the Schedule or added thereto by endorsement. For the purposes of the coverage provided by this endorsement, Definitions 5. and 18. in the Definitions Section are replaced by the following: 5. Employee means a person actively employed, formerly employed, on leave of absence or disabled, or retired. Employee includes a leased worker. Employee does not include a temporary worker. 18. Suit means a civil proceeding in which damages because of an act, error or omission 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. ENV-7113 (09-04) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 8 of 8 EXCLUSION OF CERTIFIED ACTS OF TERRORISM Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol Policy Number ECP l G24367022 002 Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Endorsement Number Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. A. The following exclusion is added to all coverage parts: This insurance does not apply to: TERRORISM Any injury or damage arising, directly or indirectly, out of a certified act of terrorism. B. The following definitions are added: 1. For the purposes of this endorsement, "any injury or damage means any injury or damage covered under this Policy or any Coverage Part to which this endorsement is applicable, and includes but is not limited to bodily injury, property damage, personal and advertising injury, corrective action costs or cleanup costs as may be defined in any applicable Coverage Part. ENV-9950 (01/08) Copyright ©2008 . 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 of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and b. 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. Copyright ©2008e . Includes copyrighted nfapl gfdifsylrance Services Office, Inc., with its permission Page 1 of 1 TRANSPORTATION POLLUTION LIABILITY COVERAGE ENDORSEMENT Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol ECP Policy Number G24367022 002 Endorsement Number Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Effective Date of Endorsement 02/16/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: CONTRACTORS POLLUTION LIABILITY COVERAGE PART COVERAGES - CONTRACTORS POLLUTION LIABILITY, Section B., Exclusions, 16. Vehicles is deleted in its entirety and replaced with the following: 16. Vehicles Bodily injury or property damage arising from the use, maintenance, entrustment to others, or operation of any auto, aircraft, watercraft or other conveyance. However, this exclusion does not apply to: a. Bodily injury or property damage resulting from a pollution condition that commences during the transportation of your product by a carrier; or b. Bodily injury or property damage resulting from a pollution condition arising out of the ownership, maintenance or use of any autos or watercraft used in the operations performed by or on behalf of the insured. With respect to item b. above, the following Limits of Insurance apply: Limits of Insurance: $ 1,000,000 $ 1,000,000 Each Occurrence Transportation Pollution Aggregate Limit (serves to reduce the General Aggregate shown on the Declarations page) The Limits of Insurance are subject to the terms and conditions of the LIMITS OF INSURANCE section of the policy to which this endorsement is attached. All other terms and conditions remain the same. ENVM-205 Copyright © 2010 Page 1 of 1 ace group NOTICE TO POLICYHOLDERS RESTRICTIONS OF TERRORISM COVERAGE WHEN THE POLICY INCLUDES THE CONDITIONAL EXCLUSION OF TERRORISM This Notice has been prepared in conjunction with the POTENTIAL implementation of changes related to coverage of terrorism under your policy. The Terrorism Risk Insurance Act established a program (Terrorism Risk Insurance Program) within the Department of the Treasury, under which the federal government shares, with the insurance industry, the risk of loss from future terrorist attacks. That Program is subject to a termination date of December 31, 2014 unless extended by the federal government. If the federal Program terminates, or is extended with certain changes prior to or during the term of your policy, then the treatment of terrorism under your policy will change. This Notice is being provided to you for the purpose of summarizing potential impact on your coverage. The summary is a brief synopsis of significant exclusionary provisions and limitations. This Notice does not form a part of your insurance contract. The Notice is designed to alert you to coverage restrictions and to other provisions in certain terrorism endorsement(s) in this policy. If there is any conflict between this Notice and the policy (including its endorsements), the provisions of the policy (including its endorsements) apply. Carefully read your policy, including the endorsements attached to your policy. YOUR POLICY DURING TENURE OF THE TERRORISM RISK INSURANCE PROGRAM AS THAT PROGRAM EXISTS PURSUANT TO THE TERRORISM RISK INSURANCE PROGRAM REAUTHORIZATION ACT OF 2007: If an endorsement entitled "Cap On Losses From Certified Acts Of Terrorism" or "Alaska Cap On Losses From Certified Acts Of Terrorism" was attached to your policy: Except as described below, this policy does not contain a terrorism exclusion. However, the policy contains an endorsement under which coverage for "certified acts of terrorism" (which is more fully defined in the endorsement) is subject to a limit on our liability pursuant to the federal Terrorism Risk Insurance Act. Further, the absence of a terrorism exclusion does not create coverage for any injury or damage that would otherwise be excluded under the policy, such as losses excluded by the nuclear hazard or war exclusions. If an endorsement entitled "Exclusion Of Certified Acts Of Terrorism" or "Alaska Exclusion Of Certified Acts Of Terrorism" was attached to your policy: This policy contains an endorsement excluding coverage for "certified acts of terrorism", which is more fully defined in the endorsement. POTENTIAL CHANGE TO YOUR POLICY: An endorsement for the Conditional Exclusion of Terrorism is attached to your policy. Its provisions become applicable to your policy only if certain events (one or more of them) occur. Those events include the following: TR-41203 (09/13) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 2 • If the federal Terrorism Risk Insurance Program (TRIP) terminates with respect to the type of insurance provided under this policy. (TRIP is/was scheduled to terminate at the end of December 31, 2014 unless extended by the federal government.); or • If TRIP is extended with changes that redefine terrorism, and we are not required to make such revised coverage available to you; or • If TRIP is extended with changes that make insurance coverage for terrorism subject to provisions or requirements that differ from those that apply to other events or occurrences under this policy, and we are not required to make such revised coverage available to you; or • If TRIP is extended with changes that increase insurers' statutory percentage deductible under TRIP for terrorism losses, or decrease the federal government's statutory percentage share in potential terrorism losses, and we are not required to make terrorism coverage available to you. Our deductible is 20% of the total of our previous year's direct earned premiums. The government's share is 85% of the terrorism losses paid by us above the deductible. This Conditional Terrorism Endorsement treats terrorism as follows: • Coverage for injury or damage arising out of a terrorism incident is excluded only if: • The total of all insured damage to all types of property (including business interruption losses sustained by owners or occupants of damaged property), from the incident, exceeds $25 million. The $25 million property damage threshold is based on losses sustained by all persons and entities who are affected by an incident of terrorism, and who are insured for the damage, or who would be insured but for a terrorism exclusion; or • Fifty or more persons sustain death or serious physical injury; or (To determine whether the threshold for property damage ($25 million) or persons injured (fifty) is exceeded, multiple incidents of terrorism which occur within a seventy-two hour period and appear to be linked together or have a related purpose or common leadership behind them shall be considered to be one incident of terrorism.) • The terrorism event involves nuclear materials or results in nuclear reaction or radiation or radioactive contamination; or • The terrorism event involves the release of radioactive material, and it appears that one purpose of the terrorism was to release such material; or • The terrorism event is carried out by means of the dispersal or application of pathogenic or poisonous biological or chemical materials; or • The terrorism event involves the release of pathogenic or poisonous biological or chemical materials, and it appears that one purpose of the terrorism was to release such materials. • With respect to policies providing coverage for the peril of fire, the Exception Covering Certain Fire Losses applies only in certain states. If the exception applies in any states under your policy, that is indicated in the Schedule of the terrorism endorsement. If the Exception applies, the Schedule indicates the affected types of insurance in affected states. When the Exception applies, the exclusion of terrorism does not apply to direct loss or damage by fire to Covered Property, with respect to affected types of insurance in affected states. See the definition of terrorism for purposes of the terrorism exclusion. TR-41203 (09/13) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 2 Westchester Surplus Lines Insurance Company Insurance Company Air Quality Compliance Solutions, Inc. Policyholder G24367022 002 Policy Number FRENKEL BENEFITS LLC Broker/Producer POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE You were notified that under the Terrorism Risk Insurance Act, as amended, that you have the right to purchase insurance coverage for losses resulting from acts of terrorism, as defined in Section 102(1) of the Act: The term "act of terrorism" means any 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; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been 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. YOU SHOULD KNOW THAT WHERE COVERAGE IS PROVIDED FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM, SUCH LOSSES MAY BE PARTIALLY REIMBURSED BY THE UNITED STATES GOVERNMENT UNDER A FORMULA ESTABLISHED BY FEDERAL LAW. HOWEVER, SUCH POLICIES MAY CONTAIN OTHER EXCLUSIONS WHICH MIGHT AFFECT COVERAGE, SUCH AS AN EXCLUSION FOR NUCLEAR EVENTS. UNDER THE FORMULA, THE UNITED STATES GOVERNMENT GENERALLY REIMBURSES 85% OF COVERED TERRORISM LOSSES EXCEEDING THE STATUTORILY ESTABLISHED DEDUCTIBLE PAID BY THE INSURANCE COMPANY PROVIDING THE COVERAGE. THE PREMIUM FOR THIS COVERAGE IS PROVIDED BELOW AND DOES NOT INCLUDE ANY CHARGES FOR THE PORTION OF LOSS THAT MAY BE COVERED BY THE FEDERAL GOVERNMENT UNDER THE ACT. YOU SHOULD ALSO KNOW THAT THE TERRORISM RISK INSURANCE ACT, AS AMENDED, CONTAINS A $100 BILLION CAP THAT LIMITS U.S. GOVERNMENT REIMBURSEMENT AS WELL AS INSURERS' LIABIITY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM WHEN THE AMOUNT OF SUCH LOSSES IN ANY ONE CALENDAR YEAR EXCEEDS $100 BILLION. IF THE AGGREGATE INSURED LOSSES FOR ALL INSURERS EXCEED $100 BILLION, COVERAGE MAY BE REDUCED. You elected NOT to purchase terrorism coverage under the Act at the price indicated. ACCORDINGLY, WE WILL NOT PROVIDE THIS COVERAGE AND YOU DO NOT OWE THE ADDITIONAL PREMIUM FOR THAT COVERAGE INDICATED BELOW Terrorism coverage described by the Act under your policy was made available to you for additional premium in the amount of $250, however you elected to decline such coverage. TRIA15c (01/08) Page 1 of 1 4t, ACE Producer Compensation Practices & Policies ACE believes that policyholders should have access to information about ACE's practices and policies related to the payment of compensation to brokers and independent agents. You can obtain that information by accessing our website at http://www.aceproducercompensation.com or by calling the following toll -free telephone number: 1-866-512-2862. ALL-20887 (10/06) Page 1 of 1 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 policy. 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 Claims Directory Umbrella/Excess Casualty/Environmental Claims or Loss Notices related to this policy should be reported to the following: Claim Office ACE Westchester Claims Email and Fax First Notices Email: W S GUMB -L TE CLAIMS (a)ACEGROUP . COM First Notices Fax: 215.640.5055 or 1.877.518.3494 General Correspondence Fax: 1-866-635-5688 Location P.O.Box 5119 Scranton, PA 18505-0549 MA-608255e (08/09) Page 1 of 1 SERVICE OF SUIT ENDORSEMENT Named Insured Air Quality Compliance Solutions, Inc. Policy Symbol Policy Number ECP G24367022 002 Issued By (Name of Insurance Company) Westchester Surplus Lines Insurance Company Policy Period 02/16/2015 to 02/16/2017 Endorsement Number Effective Date of Endorsement 02/16/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Information about service of suits upon the company is given below. Service of process of suits against the company may be made upon the following person, or another person the company may designate: Saverio Rocca, Assistant General Counsel ACE Group of Insurance Companies 436 Walnut Street Philadelphia, PA 19106-3703 The person named above is authorized and directed to accept service of process on the company's behalf in any action, suit or proceeding instituted against the company. If the insured requests, the company will give the insured a written promise that a general appearance will be entered on the company's behalf if a suit is brought. If the insured requests, the company will submit to the jurisdiction of any court of competent jurisdiction. The company will accept the final decision of that court or any Appellate Court in the event of an appeal. However, nothing in this endorsement constitutes a waiver of company's right to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. The law of some jurisdictions of the United States of America requires that the Superintendent, Commissioner or Director of Insurance (or their successor in office) be designated as the company's agent for service of process. In these jurisdictions, the company designates the Director of Insurance as the company's true and lawful attorney upon whom service of process on the company's behalf may be made. The company also authorizes the Director of Insurance to mail process received on the company's behalf to the company person named above. If the insured is a resident of Canada, the insured may also serve suit upon the company by serving the government official designated by the law of the insured's province. NOTHING HEREIN CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, OR LIMITATIONS OF THE POLICY TO WHICH THIS ENDORSEMENT IS ATTACHED OTHER THAN AS ABOVE STATED. Authorized Representative S1-34255 (09/11) CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk September 23, 2015 Mr. Scott Storms Air Quality Compliance Solutions dba AQCS Environmental 2415 Poinsettia Drive San Diego, CA 92106 Dear Mr. Storms, On July 1st, 2015, an Agreement was entered into between the City of National City and Air Quality Compliance Solutions dba AQCS Environmental. We are enclosing for your records a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosure