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2022/02/14 Leighton Consulting, Inc. (35)INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Lexington Insurance Company Travelers Property Casualty Co of Amer Travelers Indemnity Co of CT 9/23/2022 McGriff Insurance Services 130 Theory, Ste. 200 Irvine, CA 92617 714 941-2800 CertsCA@McGriff.com Leighton Consulting Inc 17781 Cowan Irvine, CA 92614 19437 25674 25682 A X X X BI/PD Ded: $25,000 X X 065463440 Overall Policy 02/14/2022 General 02/14/2023 Aggregate 1,000,000 50,000 EXCLUDED 1,000,000 2,000,000 2,000,000 5,000,000 C X X X BA3R7084312243G 02/14/2022 02/14/2023 1,000,000 A X X X $10,000 006546318 02/14/2022 02/14/2023 5,000,000 5,000,000 B UB1R5099812243G 09/01/2022 09/01/2023 X 1,000,000 1,000,000 1,000,000 A Prof/Pollutn Liab Claims Made 013001524 02/14/2022 02/14/2023 $2,000,000 Per Claim $4,000,000 Aggregate $100,000 Ded. RE: Contract Agreement: Project #11051.014; Project Name: CIP 22-20&21 Sun City & Lazy Creek Community Pedestrian; Location: Menifee; Geotechnical Construction Services Certificate is subject to policy limits, conditions and exclusions. Certificate Holders name is amended to include: City of Menifee and its officers, employees, agents, and authorized volunteers are included as additional insured as respects to General Liability and Commercial (See Attached Descriptions) City of Menifee 29844 Haun Road Menifee, CA 92586 1 of 2 #S30776662/M30612089 305LEIGHGROClient#: 1257049 KSELF 1 of 2 #S30776662/M30612089 DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) Auto coverages as required by written Contract. General Liability and Auto Liability coverages are primary and noncontributory as required by written contract. Waiver of Subrogation is included with respect General Liability, Auto Liability, Workers Compensation as required by written contract. Umbrella Liability is follow form subject to policy forms, terms, conditions, exclusions and endorsements. 90-Day Notice of Cancellation, Except for 10-Days for Nonpayment of Premium applies to General Liability as required by written contract. 2 of 2 #S30776662/M30612089 DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 &'& &     1-,+.-* %      /+ " + )+          @/ .+8:74:6;97?        !        2 ( &("*!$&&*!!"*)"!"!"( (#&'!&   * "    32 !   (        32 :5;:9;8:95 :79499:73 '0-)"%&.%&"!# .!)%&+#% $>)&.< (,)&+!%&)&" #0&.,.%'$0&        )          ">  >  -   */  ""0 "* "           @ ?    @ ?    ">              A  A>   A   A  >     >  A   A           "              A  =       A< * 2 -/!                 1  ,/)                         >                                           < )/                    >        """0! "   2 )                >             2                          065463440 02/14/2022 Leighton Consulting Inc DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 -/#        1 ,/0   ( )    -   1    < !         ( )    -   0            < *                             DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 ADDITIONAL INSURED - OWNERS, LESSEES ORCONTRACTORS - SCHEDULED PERSON ORORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Exclusions COMMERCIAL GENERAL LIABILITY CG 20 10 10 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 10 10 01 ISO Properties, Inc., 2000 Page 1 of 1 2. LX9605 ENDORSEMENTPOLICYNUMBER: (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 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. A. With respect to the insurance afforded to these additional insureds, the following exclusion is added: B. This insurance does not apply to "bodily in- jury" or "property damage" occurring after: 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 (1) 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. (2) AS REQUIRED BY WRITTEN CONTRACT Leighton Consulting Inc 065463440 DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 This page has been left blank intentionally. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 $ %$!$         /+*),+(! #       .) "  ) ') "!(-  & "'$ %$!$                          (     &     1"     0                                                   !                                    02/14/2022 065463440 Leighton Consulting Inc DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 This page has been left blank intentionally. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 (!) ("(!     732-43," '       6- %  - +- ,%( '+ &,% ! 9+#,!$(8             #( **2109335418 #40./ ,      *     9%     8                                                                                           02/14/2022 065463440 Leighton Consulting Inc DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 This page has been left blank intentionally. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 1 of 24 Administrative Offices: COMMERCIAL GENERAL LIABILITY POLICY OCCURRENCE FORM Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. 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 IV - 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 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 under Coverages A or B. 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 described in Paragraph 1 of SECTION II – WHO IS AN INSURED and no "employee" authorized by you to give or receive notice of an "occurrence", claim or "suit", 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" claim, or "suit", 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", claim or "suit": (1)Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; LEXINGTON INSURANCE COMPANY 99 High Street, Boston, Massachusetts 02110 Leighton Consulting Inc 065463440 DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 2 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. (2)Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3)Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. e.Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services, loss of consortium 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. 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 (1)"Bodily injury" to 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 DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 3 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. (2)Any claim or "suit" brought by the spouse, child, parent, brother or sister of that "employee" as a consequence of paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1)"Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a)At or from any premises, site or location, which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i)"Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use by the building's occupants or their guests; (ii)"Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b)At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c)Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i)Any insured; or (ii)Any person or organization for whom you may be legally responsible; (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 DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 4 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire". (e)At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effect 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" not otherwise excluded that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1)A watercraft while ashore on premises you own or rent; (2)A watercraft you do not own that is: (a)Less than 26 feet long; and (b)Not being used to carry persons or property for a charge; (3)Parking an "auto" on or on the ways next to premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or any insured; (4)Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; or (5)"Bodily injury" or "property damage" arising out of: (a)The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged; or (b)The operation of any of the machinery or equipment listed in paragraph f.(2) or f.(3) of the definition of "mobile equipment". DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 5 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1)The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2)The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i.War "Bodily injury" or "property damage", however caused, arising directly or indirectly out of: (1)War, including undeclared or civil war; or (2)Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3)Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. This exclusion does not apply to the use or threatened use of "terrorism". As used in this exclusion, "terrorism" means the use or threatened use of force or violence against person or property, or commission of an act dangerous to human life or property, or commission of an act that interferes with or disrupts an electronic or communication system, undertaken by any person or group, whether or not acting on behalf of or in any connection with any organization, government, power, authority or military force, when the effect is to intimidate, coerce or harm: (1)A government; (2)The civilian population of a country, state or community; or (3)To disrupt the economy of a country, state or community. So long as the Terrorism Risk Insurance Act of 2002 (the "Act") is in effect, "terrorism" includes an act of terrorism as defined by Section 102. Definitions of the Act and any revisions or amendments thereto. 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. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 6 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. 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. However, 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. l. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m.Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1)A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2)A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 7 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. "Bodily injury" arising out of "personal and advertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. q.Fungus/Mold "Bodily injury" or "property damage" or any other loss, cost or expense, including, but not limited to, losses, costs or expenses related to, arising from or associated with clean-up, remediation, containment, removal or abatement, caused directly or indirectly, in whole or in part, by: (1)Any "fungus(i)", "mold(s)", mildew or yeast, or (2)Any "spore(s)" or toxins created or produced by or emanating from such "fungus(i)", "mold(s)", mildew or yeast, or (3)Any substance, vapor, gas, or other emission or organic or inorganic body substance produced by or arising out of any "fungus(i)", "mold(s)", mildew or yeast, or (4)Any material, product, building component, building or structure, or any concentration of moisture, water or other liquid within such material, product, building component, building or structure, that contains, harbors, nurtures or acts as a medium for any "fungus(i)", "mold(s)", mildew, yeast or "spore(s)" or toxins emanating therefrom, regardless of any other cause, event, material, product and/or building component that contributed concurrently or in any sequence to that "bodily injury" or "property damage", loss, cost or expense. For the purposes of this exclusion, the following definitions are added to the policy: "Fungus(i)" includes, but is not limited to, any of the plants or organisms belonging to the major group fungi, lacking chlorophyll, and including molds, rusts, mildews, smuts, and mushrooms. "Mold(s)" includes, but is not limited to, any superficial growth produced on damp or decaying organic matter or on living organisms, and fungi that produce molds. "Spore(s)" means any dormant or reproductive body produced by or arising or emanating out of any "fungus(i)", "mold(s)", mildew, plants, organisms or microorganisms. r. Employment Related Practices Any claim or "suit" alleging or asserting in any respect loss, injury, or damage (including consequential "bodily injury") in connection with "wrongful termination", and/or "discrimination", and/or "sexual harassment". The following definitions apply to this exclusion: "Wrongful termination" means termination of an employment relationship in a manner which is against the law, wrongful, or in breach of an implied or written agreement to continue employment. "Discrimination" means termination of an employment relationship or a demotion, or a failure or refusal to hire or promote an individual because of race, color, religion, age, sex, disability, pregnancy, natural origin, sexual orientation or other protected category or characteristic established pursuant to any applicable United States federal, state, or local law, regulation or ordinance. "Sexual harassment" means unwelcome sexual advances and/or requests for sexual favors DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 8 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. and/or other verbal or physical conduct of a sexual nature that: (1) are made a condition of employment and/or (2) are used as a basis for employment decisions and/or (3) create a work environment that interferes with performance. s. Asbestos (1)"Bodily injury" in any way arising out of the use by any person or organization of or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust; (2)"Property damage" to real property arising out of the use by any person or organization of asbestos, asbestos products, asbestos fibers, asbestos dust, including, without limitation, the costs incurred with respect to the removal or abatement of asbestos, asbestos products, asbestos fibers or asbestos dust from or in such real property; (3)Any obligation of the insured to indemnify any party because of damages arising out of such "property damage", "bodily injury", sickness, disease, occupational disease, disability, shock, death, mental anguish or mental injury, at any time as a result of the manufacture of, mining of, use of, sale of, removal of, distribution of, or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust; or (4)Any obligation to defend any "suit" or claim against the insured alleging "bodily injury", sickness, disease, occupational disease, disability, shock, death, mental anguish or mental injury or "property damage" resulting from or contributed to, by any and all manufacture of, mining of, use of, sale of, removal of, distribution of, or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust. t.Lead (1)"Bodily injury" or "property damage", for past, present or future claims arising in whole or in part, either directly or indirectly, out of the manufacture, distribution, sale, resale, re-branding, installation, repair, removal, encapsulation, abatement, replacement or handling of, exposure to, ingestion of or testing for, lead whether or not the lead is or was at any time airborne as a particle, contained in a product, carried on clothing, inhaled, transmitted in any fashion or found in any form whatsoever; (2)The costs of clean up or removal of lead or products and materials containing lead; (3)The costs of such actions as may be necessary to monitor, assess and evaluate the release or threat of same, or lead or products and material containing lead; (4)The cost of disposal of lead substances or the taking of such other action as may be necessary to temporarily or permanently prevent, minimize or mitigate damage to the public health or welfare or to the environment, which may otherwise result; (5)The cost of compliance with any law or regulation regarding lead. u.Nuclear (1)"Bodily injury" or "property damage": (a)With respect to which an insured under this policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b)Resulting from the "hazardous properties" of "nuclear material" and with respect to which: (i) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (ii) the insured is or, had this policy not been issued, would be entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof with any person or organization. (2)"Bodily injury" or "property damage" resulting from the "hazardous properties" of "nuclear material", if: DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 9 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. (a)The "nuclear material": (i) is at any "nuclear facility" owned by, or operated by or on behalf of, an insured or (ii) has been discharged or dispersed therefrom; (b)The "nuclear material" is contained in "spent fuel" or "waste" at anytime possessed, handled, used, processed, stored, transported or disposed of by or on behalf of the insured; or (c)The "bodily injury" or "property damage" arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility", but if such facility is located within the United States of America, its territories or possessions or Canada, this subparagraph (2)(c) applies only to "property damage" to such "nuclear facility" and any property thereat. (3)"Bodily injury" or "property damage" arising out of the intentional or unintentional detonation of any nuclear bomb or nuclear device or release of radioactive matter. (4)As used in this exclusion, the following definitions apply: (a)"Hazardous properties" include radioactive, toxic or explosive properties; (b)"Nuclear material" means "source material", "special nuclear material" or "by-product material"; (c)"Source material", "special nuclear material" and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; (d)"Spent fuel" means any fuel element of fuel component, solid or liquid which has been used or exposed to radiation in a "nuclear reactor"; (e)"Waste" means any waste material: (i) containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content, and (ii) 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". (f)"Nuclear facility" means: (i)Any "nuclear reactor"; (ii)Any equipment or device designed or used for: (a) separating the isotopes of uranium or plutonium, (b) processing or utilizing "spent fuel", or (c) handling, processing or packaging "waste"; (iii)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; (iv)Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. (g)"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. "Property damage" includes all forms of radioactive contamination of property. v.Securities And Financial Interest (1)Any violation of any securities law or similar law or any regulation promulgated thereunder; (2)The purchase, sale, offer of sale or solicitation of any security, debt, insurance policy, bank DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 10 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. deposit or financial interest or instrument; (3)Any representation made at any time in relation to the price or value of any security, debt, insurance policy, bank deposit or financial interest or instrument; or (4)Any depreciation or decline in price or value of any security, debt, insurance policy, bank deposit or financial interest or instrument. w.Silica (1)"Bodily injury" or "property damage" or any other loss, cost or expense arising out of the presence, ingestion, inhalation, or absorption, of or exposure to silica products, silica fibers, silica dust or silica in any form; or (2)Any obligation of the insured to defend and/or indemnify any party because of damages arising out of such "bodily injury" or "property damage" arising out of the presence, ingestion, inhalation, or absorption of or exposure to silica products, silica fibers, silica dust or silica in any form. x.Violation Of Statutes In Connection With Sending, Transmitting Or Communicating Any Material Or Information Any loss, injury, damage, claim, "suit", cost or expense arising out of or resulting from, caused directly or indirectly, in whole or in part by, any act that violates any statute, ordinance or regulation of any federal, state or local government including, any amendment of or addition to such laws, that includes, addresses or applies to the sending, transmitting or communicating of any material or information, by any means whatsoever. 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 ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B. 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. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 11 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. 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". 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. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your "advertisement". However, this exclusion does not apply to infringement, in your "advertisement", of copyright, trade dress or slogan. j.Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1)Advertising, broadcasting, publishing or telecasting; (2)Designing or determining content of websites 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 the definition of "personal and advertising injury" in SECTION IV - DEFINITIONS. 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. l.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 DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 12 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution-Related Any loss, cost or expense arising out of any: (1)Request, demand, order, or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2)Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". Exclusions i. War, q. Fungus/Mold, r. Employment Related Practices, s. Asbestos, t. Lead, u. Nuclear, v. Securities and Financial Interest, w. Silica and x. Violation of Statutes in Connection With Sending, Transmitting or Communicating Any Material or Information pertaining to "bodily injury" or "property damage" under COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY shall apply equally to "personal and advertising injury" under this COVERAGE B. PERSONAL AND ADVERTISING INJURY LIABILITY. SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1.We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a.All expenses we incur. b.Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c.The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. e.All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f.Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g.Interest on that part of any judgment we pay 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; DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 13 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. 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 COVERAGES - COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys fees and necessary litigation expenses as Supplementary Payments ends when we have used up the applicable Limit of Insurance in the payment of judgments or settlements or the conditions set forth above, or the terms of the agreement described in subparagraph 2.f. above, are no longer met. SECTION II - WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b.A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c.A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d.An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 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" is an insured for: DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 14 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. (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), or to a co-"employee" while that co-"employee" is either 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. In addition, this insurance does not apply to any claim or "suit" brought by the spouse, child, parent, brother or sister of you, your partner, your member, your co-"employee" or your "volunteer worker" as a consequence of the above paragraph. (b)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraphs (1)(a) above; or (c)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", or "volunteer workers"; or 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 policy. 3.Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b.Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c.Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION 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: DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 15 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. a.Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and b.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. 5.Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for damages under Coverage A 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. No "defense expenses" shall be paid under the Damage To Premises Rented To You Limit. The Limits of Insurance of this policy 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 - 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 websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2."Auto" means: a.A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 3."Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. 4."Coverage territory" means: a.The United States of America, including its territories and possessions, Puerto Rico and Canada; DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 16 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. b.International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c.Anywhere else in the world with the exception of any country or jurisdiction which is subject to trade or other economic sanction or embargo by the United States of America if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in Paragraph a. above; (2)The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; and (3)"Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in a "suit" on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. Payment of loss under this policy shall only be made in full compliance with all United States of America economic or trade sanction laws or regulations, including, but not limited to, sanctions, laws and regulations administered and enforced by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"). 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 the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 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: DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 17 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. (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; (2)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b)Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3)Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. 10."Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 11."Loading or unloading" means the handling of property: a.After it is moved from the place where it is accepted for movement into 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; 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 DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 18 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 13."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. In the event of continuing or progressively deteriorating damage over any length of time, such damage shall be deemed to be one "occurrence", and shall be deemed to occur only when such damage first commences. 14."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a.False arrest, detention or imprisonment; b.Malicious prosecution; c.The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d.Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e.Oral or written publication of material that violates a person's right of privacy; f.The use of another's advertising idea in your "advertisement"; or g.Infringing upon another's copyright, trade dress or slogan in your "advertisement". 15."Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 16."Products-completed operations hazard": a.Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be deemed 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 DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 19 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2)The existence of tools, uninstalled equipment or abandoned or unused materials; or (3)Products or operations for which the classification, listed in the Declarations or in a policy schedule, states that products-completed operations are subject to the General Aggregate Limit. 17."Property damage" means: a.Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. 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", "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 19."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 20."Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 21."Your product" a.Means: (1)Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2)Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 22."Your work" a.Means: (1)Work or operations performed by you or on your behalf; and (2)Materials, parts or equipment furnished in connection with such work or operations. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 20 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. 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. SECTION V - CONDITIONS 1.Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this policy. 2.Duties In The Event Of Occurrence, Offense, Claim or Suit a.You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1)How, when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence" or offense. b.If a claim is made or "suit" is brought against any insured; you must: (1)Immediately record the specifics of the claim or "suit" and the date received; and (2)Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c.You and any other involved insured must: (1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d.No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3.Legal Action Against Us No person or organization has a right under this policy: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable Limit of Insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 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 policy, our obligations are limited as follows: a.Primary Insurance DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 21 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. This insurance is primary except when b. Excess Insurance, 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. Method of Sharing, below. b. Excess Insurance (1)This insurance is excess over: (a)Any of the other insurance, whether primary, excess, contingent or on any other basis: (i)That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii)That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii)That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (iv)If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I – COVERAGES, COVERAGE A.BODILY INJURY AND PROPERTY DAMAGE LIABILITY. (b)Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations for which you have been added as an additional insured by attachment of an endorsement. (2)When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3)When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b)The total of all deductible and self-insured amounts under all that other insurance. (4)We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this policy. 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 and Audit a.We will compute all premiums for this policy in accordance with our rules and rates. b.If the premium for this policy is a flat premium, it is not subject to adjustment, except that additional premiums may be required for any additional exposure and/or insureds, or as provided for in Condition 9 Cancellation. The Premium shown in Item 4.A. of the Declarations as the Total Advance Premium is a deposit premium only. If the policy is subject to audit adjustment, the actual exposure base will be used to compute the earned premium. If the earned premium is greater than the Total Advance Premium, DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 22 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. the first Named Insured will pay the difference to us due and payable upon notice. Subject to the Annual Minimum Premium shown in Item 4.B. of the Declarations, if the earned premium is less than the Total Advance Premium, we will return the difference 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. The first Named Insured shown on the Declarations is responsible for the payment of all premiums and will be the payee for any return premiums we pay. 6.Representations By accepting this policy, you agree that: 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 policy 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 policy, 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.Cancellation a.The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. b.We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: (1)10 days before the effective date of cancellation if we cancel for nonpayment of premium; or (2)30 days before the effective date of cancellation if we cancel for any other reason. c.We will mail or deliver our notice to the first Named Insured's last mailing address known to us. d.Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. e.If this policy is canceled, 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, earned premium will be calculated in accordance with the customary short-rate table and procedure, or the Minimum Earned Premium at Inception of the policy shown in Item 4.C. of the Declarations, which ever is greater. The cancellation will be effective even if we have not made or offered a refund. f.If notice is mailed, proof of mailing will be sufficient proof of notice. 10.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. 11.Examination of your Books and Records DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 23 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. We may examine and audit your books and records as they relate to this policy at any time during this policy period and up to three years afterward. 12. Change In Control a.If the first Named Insured designated in Item 1. of the Declarations consolidates with or merges into, or sells all or substantially all of its assets to any person or entity; or b.If any person or entity acquires an amount of the outstanding ownership interests representing more than 50% of the voting or designation power for the election of directors of the first Named Insured designated in Item 1. of the Declarations, or acquires the voting or designation rights of such an amount of ownership interests; this policy will continue in full force and effect as to "bodily injury" and "property damage" that occur prior to the effective date of such transaction and "personal and advertising injury" caused by an "occurrence" that takes place prior to the effective date of such transaction. There will be no coverage afforded by this policy for "bodily injury" or "property damage" that occurs on or after the effective date such transaction and "personal and advertising injury" caused by an "occurrence" that takes place on or after the effective date of such transaction. 13. Inspections and Surveys We have the right but are not obligated to: a.Make inspections and surveys at any time; b.Give you reports on the conditions we find; and c.Recommend changes. Any inspections, surveys, reports or recommendations 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. This condition applies not only to us, but also to any rating advisory, rate service or similar organization which make insurance inspections, surveys, reports or recommendations. 14.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 representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. 15.Service Of Suit In the event of the failure of the Company to pay any amount claimed to be due hereunder, we, at the request of the Insured, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this condition constitutes or should be understood to constitute a waiver by us of our rights to commence an action in any court of competent jurisdiction in the United States 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. It is further agreed that service of process in such suit may be made upon Counsel, Legal Department, Lexington Insurance Company, 99 High Street, Boston, Massachusetts 02110 or his or her representative, and that in any suit instituted against us upon this policy, we will abide by the final decision of such court or of any appellate court in the event of an appeal. Further, pursuant to any statute of any state, territory, or district of the United States which makes provision therefor, we hereby designate the Superintendent, Commissioner or Director of Insurance, or other officer specified for that purpose in the statute, or his or her successor or successors in office as our true and lawful attorney upon whom may be served any lawful process in any action, DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 LX9641 (02/11)Page 24 of 24 Includes Copyrighted Information of Insurance Services Offices, Inc. with its permission. All Rights Reserved. suit, or proceeding instituted by or on behalf of the Insured or any beneficiary hereunder arising out of this policy of insurance, and hereby designates the above named Counsel, Legal Department, Lexington Insurance Company, 99 High Street, Boston, Massachusetts 02110, as the person to whom the said officer is authorized to mail such process or a true copy thereof. 16. Arbitration Notwithstanding Condition 15. Service of Suit, above, in the event of a disagreement as to the interpretation of this policy (except with regard to whether this policy is void or voidable), it is mutually agreed that such dispute shall be submitted to binding arbitration before a panel of three (3)Arbitrators consisting of two (2) party-nominated (non-impartial) Arbitrators and a third (impartial) Arbitrator (hereinafter "umpire") as the sole and exclusive remedy. The party desiring arbitration of a dispute shall notify the other party, said notice including the name, address and occupation of the Arbitrator nominated by the demanding party. The other party shall, within 30 days following receipt of the demand, notify in writing the demanding party of the name, address and occupation of the Arbitrator nominated by it. The two (2) arbitrators so selected shall, within 30 days of the appointment of the second Arbitrator, select an umpire. If the Arbitrators are unable to agree upon an umpire, the selection of the umpire shall be submitted to the Judicial Arbitration and Mediation Services (hereinafter, "JAMS"). The umpire shall be selected in accordance with Rule 15 (as may be amended from time to time) of the JAMS Comprehensive Arbitration Rules and Procedures for the selection of a sole arbitrator. The parties shall submit their cases to the panel by written and oral evidence at a hearing time and place selected by the umpire. Said hearings shall be held within 30 days of the selection of the umpire. The panel shall be relieved of all judicial formality, shall not be obligated to adhere to the strict rules of law or of evidence, shall seek to enforce the intent of the parties hereto and may refer to, but are not limited to, relevant legal principles. The decision of at least two (2) of the three (3) panel members shall be binding and final and not subject to appeal except for grounds of fraud and gross misconduct by the Arbitrators. The award will be issued within 30 days of the close of the hearings. Each party shall bear expenses of its designated Arbitrator and shall jointly and equally share with the other the expense of the umpire and the arbitration. The arbitration proceeding shall take place in the vicinity of the first Named Insured's mailing address as shown in the Declarations or such other place as may be mutually agreed by the first Named Insured and us. The procedural rules applicable to this arbitration shall, except as provided otherwise herein, be in accordance with the JAMS Comprehensive Arbitration Rules and Procedures. IN WITNESS WHEREOF, the Insurance Company identified on the Declarations has caused this policy to be signed by its President, Secretary and a duly authorized representative of the Insurance Company. Secretary President DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 #$## ),*+50.10-4     3/.(0/' "       2( !  ( &( %'%# '!'#$#             '     %     5!     4                        "!          "!                   02/14/2022 065463440 Leighton Consulting Inc DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 This page has been left blank intentionally. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED – PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2.The following is added to Paragraph B.5.,Other Insurance of SECTION IV – BUSINESS AUTO1.The following is added to Paragraph A.1.c., Who CONDITIONS:Is An Insured, of SECTION Il – COVERED AUTOS LIABILITY COVERAGE:Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs andthis insurance applies and only to the extent of that is in effect during the policy period, requiresthat person's or organization's liability for the this insurance to be primary and non-contributory.conduct of another "insured". CA T4 74 02 16 ú 2016 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Leighton Consulting Inc BA3R7084312243G DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 This page has been left blank intentionally. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 COMMERCIAL AUTO CA 00 01 10 13 CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 12 BUSINESS AUTO 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. The words "we", "us" and "our" refer to the company providing this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V – Definitions. SECTION I – COVERED AUTOS Item Two of the Declarations shows the "autos" that are covered "autos" for each of your coverages. The following numerical symbols describe the "autos" that may be covered "autos". The symbols entered next to a coverage on the Declarations designate the only "autos" that are covered "autos". A. Description Of Covered Auto Designation Symbols Symbol Description Of Covered Auto Designation Symbols 1 Any "Auto" 2 Owned "Autos" Only Only those "autos" you own (and for Covered Autos Liability Coverage any "trailers" you don't own while attached to power units you own). This includes those "autos" you acquire ownership of after the policy begins. 3 Owned Private Passenger "Autos" Only Only the private passenger "autos" you own. This includes those private passenger "autos" you acquire ownership of after the policy begins. 4 Owned "Autos" Other Than Private Passenger "Autos" Only Only those "autos" you own that are not of the private passenger type (and for Covered Autos Liability Coverage any "trailers" you don't own while attached to power units you own). This includes those "autos" not of the private passenger type you acquire ownership of after the policy begins. 5 Owned "Autos" Subject To No-fault Only those "autos" you own that are required to have no-fault benefits in the state where they are licensed or principally garaged. This includes those "autos" you acquire ownership of after the policy begins provided they are required to have no- fault benefits in the state where they are licensed or principally garaged. 6 Owned "Autos" Subject To A Compulsory Uninsured Motorists Law Only those "autos" you own that because of the law in the state where they are licensed or principally garaged are required to have and cannot reject Uninsured Motorists Coverage. This includes those "autos" you acquire ownership of after the policy begins provided they are subject to the same state uninsured motorists requirement. 7 Specifically Described "Autos" Only those "autos" described in Item Three of the Declarations for which a premium charge is shown (and for Covered Autos Liability Coverage any "trailers" you don't own while attached to any power unit described in Item Three). 8 Hired "Autos" Only Only those "autos" you lease, hire, rent or borrow. This does not include any "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. 9 Non-owned "Autos" Only Only those "autos" you do not own, lease, hire, rent or borrow that are 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 or your personal affairs. Leighton Consulting Inc BA3R7084312243G DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 Page 2 of 12 © Insurance Services Office, Inc., 2011 CA 00 01 10 13 19 Mobile Equipment Subject To Compulsory Or Financial Responsibility Or Other Motor Vehicle Insurance Law Only Only those "autos" that are land vehicles and that would qualify under the definition of "mobile equipment" under this policy if they were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where they are licensed or principally garaged. B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declarations, then you have coverage for "autos" that you acquire of the type described for the remainder of the policy period. 2. But, if Symbol 7 is entered next to a coverage in Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that coverage only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that coverage; and b. You tell us within 30 days after you acquire it that you want us to cover it for that coverage. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Covered Autos Liability Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Covered Autos Liability Coverage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss"; or e. Destruction. SECTION II – COVERED AUTOS LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or expense" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of covered "autos". However, we will only pay for the "covered pollution cost or expense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same "accident". We have the right and duty to defend any "insured" against a "suit" asking for such damages or a "covered pollution cost or expense". However, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or expense" to which this insurance does not apply. We may investigate and settle any claim or "suit" as we consider appropriate. Our duty to defend or settle ends when the Covered Autos Liability Coverage Limit of Insurance has been exhausted by payment of judgments or settlements. 1. Who Is An Insured The following are "insureds": a. You for any covered "auto". b. Anyone else while using with your permission a covered "auto" you own, hire or borrow except: (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 3 of 12 (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company) or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". (5) A partner (if you are a partnership) or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur. (2) Up to $2,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (3) The cost of bonds to release attachments in any "suit" against the "insured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day because of time off from work. (5) All court costs taxed against the "insured" in any "suit" against the "insured" we defend. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the "insured". (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend, but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance. b. Out-of-state Coverage Extensions While a covered "auto" is away from the state where it is licensed, we will: (1) Increase the Limit of Insurance for Covered Autos Liability Coverage to meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or property. (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the following: 1. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages: a. 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; or b. That the "insured" would have in the absence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, disability benefits or unemployment compensation law or any similar law. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 Page 4 of 12 © Insurance Services Office, Inc., 2011 CA 00 01 10 13 4. Employee Indemnification And Employer's Liability "Bodily injury" to: a. An "employee" of the "insured" arising out of and in the course of: (1) Employment by the "insured"; or (2) Performing the duties related to the conduct of the "insured's" business; or b. The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph a. 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. But this exclusion does not apply to "bodily injury" to domestic "employees" not entitled to workers' compensation benefits or to liability assumed by the "insured" under an "insured contract". For the purposes of the Coverage Form, a domestic "employee" is a person engaged in household or domestic work performed principally in connection with a residence premises. 5. Fellow Employee "Bodily injury" to: a. 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; or b. The spouse, child, parent, brother or sister of that fellow "employee" as a consequence of Paragraph a. above. 6. Care, Custody Or Control "Property damage" to or "covered pollution cost or expense" involving property owned or transported by the "insured" or in the "insured's" care, custody or control. But this exclusion does not apply to liability assumed under a sidetrack agreement. 7. Handling Of Property "Bodily injury" or "property damage" resulting from the handling of property: a. Before it is moved from the place where it is accepted by the "insured" for movement into or onto the covered "auto"; or b. After it is moved from the covered "auto" to the place where it is finally delivered by the "insured". 8. Movement Of Property By Mechanical Device "Bodily injury" or "property damage" resulting from the movement of property by a mechanical device (other than a hand truck) unless the device is attached to the covered "auto". 9. Operations "Bodily injury" or "property damage" arising out of the operation of: a. Any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equipment"; or b. Machinery or equipment that is on, attached to or part of a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. 10. Completed Operations "Bodily injury" or "property damage" arising out of your work after that work has been completed or abandoned. In this exclusion, your work 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. Your work includes warranties or representations made at any time with respect to the fitness, quality, durability or performance of any of the items included in Paragraph a. or b. above. 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 site has been completed if your contract calls for work at more than one site; or (3) 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. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 5 of 12 Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. 11. Pollution "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": a. That are, or that are contained in any property that is: (1) Being transported or towed by, handled or handled for movement into, onto or from the covered "auto"; (2) Otherwise in the course of transit by or on behalf of the "insured"; or (3) Being stored, disposed of, treated or processed in or upon the covered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts if: (1) The "pollutants" escape, seep, migrate or are discharged, dispersed or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equipment". Paragraphs b. and c. above of this exclusion do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (a) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (b) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. 12. War "Bodily injury" or "property damage" arising directly or indirectly out of: a. War, including undeclared or civil war; b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 13. Racing Covered "autos" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. This insurance also does not apply while that covered "auto" is being prepared for such a contest or activity. C. Limit Of Insurance Regardless of the number of covered "autos", "insureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the Limit Of Insurance for Covered Autos Liability Coverage shown in the Declarations. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 Page 6 of 12 © Insurance Services Office, Inc., 2011 CA 00 01 10 13 All "bodily injury", "property damage" and "covered pollution cost or expense" resulting from continuous or repeated exposure to substantially the same conditions will be considered as resulting from one "accident". No one will be entitled to receive duplicate payments for the same elements of "loss" under this Coverage Form and any Medical Payments Coverage endorsement, Uninsured Motorists Coverage endorsement or Underinsured Motorists Coverage endorsement attached to this Coverage Part. SECTION III – PHYSICAL DAMAGE COVERAGE A. Coverage 1. We will pay for "loss" to a covered "auto" or its equipment under: a. Comprehensive Coverage From any cause except: (1) The covered "auto's" collision with another object; or (2) The covered "auto's" overturn. b. Specified Causes Of Loss Coverage Caused by: (1) Fire, lightning or explosion; (2) Theft; (3) Windstorm, hail or earthquake; (4) Flood; (5) Mischief or vandalism; or (6) The sinking, burning, collision or derailment of any conveyance transporting the covered "auto". c. Collision Coverage Caused by: (1) The covered "auto's" collision with another object; or (2) The covered "auto's" overturn. 2. Towing We will pay up to the limit shown in the Declarations for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. 3. Glass Breakage – Hitting A Bird Or Animal – Falling Objects Or Missiles If you carry Comprehensive Coverage for the damaged covered "auto", we will pay for the following under Comprehensive Coverage: a. Glass breakage; b. "Loss" caused by hitting a bird or animal; and c. "Loss" caused by falling objects or missiles. However, you have the option of having glass breakage caused by a covered "auto's" collision or overturn considered a "loss" under Collision Coverage. 4. Coverage Extensions a. Transportation Expenses We will pay up to $20 per day, to a maximum of $600, for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes Of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicates that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Declarations indicates that Specified Causes Of Loss Coverage is provided for any covered "auto"; or DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 7 of 12 (3) Collision only if the Declarations indicates that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $20 per day, to a maximum of $600. B. Exclusions 1. We will not pay for "loss" caused by or resulting from any of the following. Such "loss" is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the "loss". a. Nuclear Hazard (1) The explosion of any weapon employing atomic fission or fusion; or (2) Nuclear reaction or radiation, or radioactive contamination, however caused. b. War Or Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 2. We will not pay for "loss" to any covered "auto" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. We will also not pay for "loss" to any covered "auto" while that covered "auto" is being prepared for such a contest or activity. 3. We will not pay for "loss" due and confined to: a. Wear and tear, freezing, mechanical or electrical breakdown. b. Blowouts, punctures or other road damage to tires. This exclusion does not apply to such "loss" resulting from the total theft of a covered "auto". 4. We will not pay for "loss" to any of the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment. b. Any device designed or used to detect speed-measuring equipment, such as radar or laser detectors, and any jamming apparatus intended to elude or disrupt speed-measuring equipment. c. Any electronic equipment, without regard to whether this equipment is permanently installed, that reproduces, receives or transmits audio, visual or data signals. d. Any accessories used with the electronic equipment described in Paragraph c. above. 5. Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: a. Permanently installed in or upon the covered "auto"; b. Removable from a housing unit which is permanently installed in or upon the covered "auto"; c. An integral part of the same unit housing any electronic equipment described in Paragraphs a. and b. above; or d. Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. 6. We will not pay for "loss" to a covered "auto" due to "diminution in value". C. Limits Of Insurance 1. The most we will pay for: a. "Loss" to any one covered "auto" is the lesser of: (1) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (2) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. b. All electronic equipment that reproduces, receives or transmits audio, visual or data signals in any one "loss" is $1,000, if, at the time of "loss", such electronic equipment is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 Page 8 of 12 © Insurance Services Office, Inc., 2011 CA 00 01 10 13 (2) Removable from a permanently installed housing unit as described in Paragraph b.(1) above; or (3) An integral part of such equipment as described in Paragraphs b.(1) and b.(2) above. 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. SECTION IV – BUSINESS AUTO CONDITIONS The following conditions apply in addition to the Common Policy Conditions: A. Loss Conditions 1. Appraisal For Physical Damage Loss If you and we disagree on the amount of "loss", either may demand an appraisal of the "loss". In this event, each party will select a competent appraiser. The two appraisers will select a competent and impartial umpire. The appraisers will state separately the actual cash value and amount of "loss". If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If we submit to an appraisal, we will still retain our right to deny the claim. 2. Duties In The Event Of Accident, Claim, Suit Or Loss We have no duty to provide coverage under this policy unless there has been full compliance with the following duties: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident" or "loss". Include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. b. Additionally, you and any other involved "insured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's" own cost. (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. c. If there is "loss" to a covered "auto" or its equipment, you must also do the following: (1) Promptly notify the police if the covered "auto" or any of its equipment is stolen. (2) Take all reasonable steps to protect the covered "auto" from further damage. Also keep a record of your expenses for consideration in the settlement of the claim. (3) Permit us to inspect the covered "auto" and records proving the "loss" before its repair or disposition. (4) Agree to examinations under oath at our request and give us a signed statement of your answers. 3. Legal Action Against Us No one may bring a legal action against us under this Coverage Form until: a. There has been full compliance with all the terms of this Coverage Form; and b. Under Covered Autos Liability Coverage, we agree in writing that the "insured" has an obligation to pay or until the amount of that obligation has finally been determined by judgment after trial. No one has the right under this policy to bring us into an action to determine the "insured's" liability. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 9 of 12 4. Loss Payment – Physical Damage Coverages At our option, we may: a. Pay for, repair or replace damaged or stolen property; b. Return the stolen property, at our expense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will include the applicable sales tax for the damaged or stolen property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time, intentionally conceals or misrepresents a material fact concerning: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in your state. 4. No Benefit To Bailee – Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, storing or transporting property for a fee regardless of any other provision of this Coverage Form. 5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which is a "trailer" is connected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. b. If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 Page 10 of 12 © Insurance Services Office, Inc., 2011 CA 00 01 10 13 7. Policy Period, Coverage Territory Under this Coverage Form, we cover "accidents" and "losses" occurring: a. During the policy period shown in the Declarations; and b. Within the coverage territory. The coverage territory is: (1) The United States of America; (2) The territories and possessions of the United States of America; (3) Puerto Rico; (4) Canada; and (5) Anywhere in the world if a covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 30 days or less, provided that the "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada, or in a settlement we agree to. We also cover "loss" to, or "accidents" involving, a covered "auto" while being transported between any of these places. 8. Two Or More Coverage Forms Or Policies Issued By Us If this Coverage Form and any other Coverage Form or policy issued to you by us or any company affiliated with us applies to the same "accident", the aggregate maximum Limit of Insurance under all the Coverage Forms or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy. This condition does not apply to any Coverage Form or policy issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form. SECTION V – DEFINITIONS A. "Accident" includes continuous or repeated exposure to the same conditions resulting in "bodily injury" or "property damage". B. "Auto" means: 1. A land motor vehicle, "trailer" or semitrailer designed for travel on public roads; or 2. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". C. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these. D. "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement that any "insured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or 2. Any 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". "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": a. That are, or that are contained in any property that is: (1) Being transported or towed by, handled or handled for movement into, onto or from the covered "auto"; (2) Otherwise in the course of transit by or on behalf of the "insured"; or (3) Being stored, disposed of, treated or processed in or upon the covered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 11 of 12 Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape, seep, migrate or are discharged, dispersed or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraph 6.b. or 6.c. of the definition of "mobile equipment". Paragraphs b. and c. above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (a) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (b) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. E. "Diminution in value" means the actual or perceived loss in market value or resale value which results from a direct and accidental "loss". F. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". G. "Insured" means any person or organization qualifying as an insured in the Who Is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. H. "Insured contract" means: 1. A lease of premises; 2. A sidetrack agreement; 3. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; 4. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; 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 to pay for "bodily injury" or "property damage" to a third party or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement; or 6. 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: a. 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; b. 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 c. 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. I. "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". J. "Loss" means direct and accidental loss or damage. K. "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; DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 Page 12 of 12 © Insurance Services Office, Inc., 2011 CA 00 01 10 13 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 Paragraph 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; or 6. Vehicles not described in Paragraph 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 "autos": 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 automobile 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 or well-servicing equipment. However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". L. "Pollutants" means 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. M. "Property damage" means damage to or loss of use of tangible property. N. "Suit" means a civil proceeding in which: 1. Damages because of "bodily injury" or "property damage"; or 2. A "covered pollution cost or expense"; to which this insurance applies, are alleged. "Suit" includes: a. An arbitration proceeding in which such damages or "covered pollution costs or expenses" 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 or "covered pollution costs or expenses" are claimed and to which the insured submits with our consent. O. "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. P. "Trailer" includes semitrailer. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 COMMERCIALAUTO THISENDORSEMENTCHANGESTHEPOLICY.PLEASEREADITCAREFULLY. BLANKETWAIVEROFSUBROGATION Thisendorsementmodifiesinsuranceprovidedunderthefollowing: AUTODEALERSCOVERAGEFORM BUSINESSAUTOCOVERAGEFORM MOTORCARRIERCOVERAGEFORM ThefollowingreplacesParagraph A.5.,Transferof requiredofyoubyawrittencontractexecuted RightsOfRecoveryAgainstOthersToUs,ofthe priortoany"accident"or"loss",providedthattheCONDITIONSSection:"accident"or"loss"arisesoutoftheoperations 5.TransferOfRightsOfRecoveryAgainstOth-contemplatedbysuchcontract.Thewaiverap- ersToUs pliesonlytothepersonororganizationdesig- natedinsuchcontract.Wewaiveanyrightofrecoverywemayhave againstanypersonororganizationtotheextent CAT3400215 ©2015TheTravelersIndemnityCompany.Allrightsreserved.Page1of1 IncludescopyrightedmaterialofInsuranceServicesOffice,Inc.withitspermission. BA3R7084312243G Leighton Consulting Inc DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 This page has been left blank intentionally. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550                                   All Operations Leighton Consulting Inc 09/01/2022 UB1R5099812243G UB1R5099812243G DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 This page has been left blank intentionally. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 Commercial Umbrella Liability Policy Occurrence Form Words that appear in quotation marks have special meaning. Refer to SECTION V - DEFINITIONS. SECTION I - INSURING AGREEMENT - COMMERCIAL UMBRELLA LIABILITY A. B. 1. 2. 4. C. D. 1. OC-UMBR LX9799 (10/05) Administrative Offices: This policy applies, only if: 2. Page 1 of 24 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 an "Insured" under this policy. The words "we," "us" and "our" refer to the company providing this insurance. We will pay on behalf of the "Insured" those sums in excess of the "Retained Amount" that the "Insured" becomes legally obligated to pay as damages because of "bodily injury", "property damage", or "personal and advertising injury" to which this insurance applies. The amount we will pay is limited as described in SECTION IV - LIMITS OF INSURANCE. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under SECTION II - DEFENSE AND SUPPLEMENTARY PAYMENTS. "Bodily injury", "property damage", or "personal and advertising injury" which occurs during the "policy period" and was not, prior to the "policy period", known to have occurred by any "Insured" shown in Paragraph J.2.a. of SECTION V - DEFINITIONS or any officer, any manager in your risk management, insurance or legal department or any "employee" authorized by you to give or receive notice of an "occurrence", offense, claim or "suit", includes any continuation, change or resumption of that "bodily injury", "property damage", or "personal and advertising injury" after the end of the "policy period". "Bodily injury", "property damage" or "personal and advertising injury" will be deemed to have been known to have occurred at the earliest time when any "Insured" shown under Paragraph J.2.a. of SECTION V. DEFINITIONS, any officer, any manager in your risk management, insurance or legal department or any "employee" who was authorized by you to give or receive notice of an "occurrence", offense, claim or "suit": Reports all, or any part, of the "bodily injury", "property damage" or "personal and advertising injury" to us or any other insurer; Receives a written or verbal demand or claim for damages because of the "bodily injury", "property damage" or "personal and advertising injury"; or The "bodily injury" or "property damage" occurs during the "policy period"; 3. The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; and Prior to the "policy period", no "Insured" shown in Paragraph J.2.a. of SECTION V - DEFINITIONS and, no officer, no manager in your risk management, insurance or legal department and no "employee" who was authorized by you to give or receive notice of an "occurrence", offense, claim or "suit", knew that the "bodily injury" or "property damage" had occurred, in whole or in part, or that an "occurrence" had been committed that caused "personal and advertising injury". If such an "Insured", officer, manager or authorized "employee" knew, prior to the "policy period", that the "bodily injury" or "property damage" had occurred or that an "occurrence" had been committed that caused "personal and advertising injury", then any continuation, change or resumption of such "bodily injury", "property damage" or "personal and advertising injury" during or after the "policy period" will be deemed to have been known prior to the "policy period". The "personal and advertising injury" is caused by offense arising out of your business, but only if the offense was committed in the "coverage territory" during the "policy period"; and 99 High Street, Boston, Massachusetts 02110 LEXINGTON INSURANCE COMPANY Leighton Consulting Inc 006546318 DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 3. E. F. SECTION II - DEFENSE AND SUPPLEMENTARY PAYMENTS A. 1. 2. B. C. 1.Investigate, negotiate and settle the "suit" as we deem appropriate; and 2. a.All expenses we incur; b. c. d.All court costs taxed against the "Insured" in the "suit"; e. OC-UMBR LX9799 (10/05)Page 2 of 24 f. g.The "Insured's" expenses incurred at our request or with our consent. D. Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur or that an "occurrence" or offense has been committed that has caused or may cause "personal and advertising injury". 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". If we are prevented by law or statute from paying damages covered by this policy on behalf of the "Insured", then we will indemnify the "Insured" for those sums in excess of the "Retained Amount". We will have the right and duty to defend any "suit" against the "Insured" that seeks damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies, even if the "suit" is groundless, false or fraudulent when: The total applicable limits of "scheduled underlying insurance" and any applicable "other insurance" have been exhausted by payment of damages to which this policy applies; or Subject to Paragraph B. of this Section II, the damages sought because of "bodily injury", "property damage" or "personal and advertising injury" would not be covered by "scheduled underlying insurance" or any applicable "other insurance", even if the total applicable limits of either the "scheduled underlying insurance" or any applicable "other insurance" had not been exhausted by the payment of damages. If we are prevented by law or statute from assuming the obligations specified under this provision, we will pay any expenses incurred with our consent. We will have no duty to defend the "Insured" against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply, including, but not limited to, Paragraph W. of SECTION III - EXCLUSIONS. When we assume the defense of any "suit" against the "Insured" that seeks damages to which this insurance applies, we will, subject to the limits of insurance: Pay the following Supplementary Payments to the extent that such payments are not covered by "scheduled underlying insurance" or any applicable "other insurance": Premiums on bonds to release attachments for amounts not exceeding the applicable limits of insurance of this policy, but we are not obligated to apply for or furnish any such bond; Premiums on appeal bonds required by law to appeal a judgement in a "suit" for amounts not exceeding the applicable limits of insurance of this policy, but we are not obligated to apply for or furnish any such bond; Pre-judgment interest awarded against the "Insured" on that part of the judgment within the applicable limits of insurance of this policy we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any pre-judgment interest accruing after we make such offer; Post-judgment interest that accrues after entry of judgment on that part of the judgement within the applicable limits of insurance of this policy we pay and before we have paid, offered to pay or deposited in court that part of the judgment that is within the applicable limits of insurance of this policy; and Except as provided in Paragraph A above, we will have no duty to defend any "suit" against the "Insured". We will, however, have the right, but not the duty, to participate in the defense of any "suit" and the investigation of any claim to which this policy may apply. If we exercise this right, we will do so at our own expense. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 E. SECTION III - EXCLUSIONS This insurance does not apply to: A. Expected or Intended Injury B. Contractual Liability 1.That the "Insured" would have in the absence of the contract or agreement; or 2. a. b. C. "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. 3. OC-UMBR LX9799 (10/05)Page 3 of 24 Liquor Liability D. Workers' Compensation and Similar Laws E. E.R.I.S.A. We will not defend any "suit", or pay any attorney fees or litigation expenses including, without limitation, the expenses described in Paragraph C.2., above that accrue after the applicable limits of insurance of this policy have been exhausted by the payment of damages and we will have the right to withdraw from the further defense of such "suit" by tendering control of said defense to the "Insured". "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. "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: 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", and included within the limits of insurance, provided: Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and 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. The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. However, this exclusion will not apply if coverage is provided for such "bodily injury" or "property damage" by "scheduled underlying insurance". Coverage under this policy for such "bodily injury or "property damage" will follow the terms, definitions, conditions and exclusions of "scheduled underlying insurance", subject to the "policy period", limits of insurance, premium and all other terms, definitions, conditions and exclusions of this policy. Provided, however, that coverage provided by this policy will be no broader than the coverage provided by "scheduled underlying Insurance". Any obligation of the "Insured" under a workers' compensation, disability benefits or unemployment compensation law or any similar law. Any obligation of the "Insured" under the Employee Retirement Income Security Act of 1974 (including amendments relating to the Consolidated Omnibus Budget Reconciliation Act of 1985), or any amendment or revision thereto, or any similar law or regulation. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 F. G. 1."Bodily injury" to 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. This exclusion applies: 1.Whether the "Insured" may be liable as an employer or in any other capacity; and 2. This exclusion does not apply to liability assumed by the "Insured" under an "insured contract". H. OC-UMBR LX9799 (10/05)Page 4 of 24 Auto Coverages 1. 2. Employer's Liability Employment Related Practices The following definitions apply to this exclusion: I. This insurance does not apply to: 1. Pollution "Bodily injury" or "property damage" arising out of the ownership, maintenance or use of any "auto" which is not a "covered auto"; or Any loss, cost or expense payable under or resulting from any first party physical damage coverage; no-fault law; personal injury protection or auto medical payments coverage; or uninsured or underinsured motorist law. Any claim or "suit" brought by the spouse, child, parent, brother or sister of that "employee" as a consequence of paragraph 1 above. To any obligation to share damages with or repay someone else who must pay damages because of the injury. With respect to injury arising out of a "covered auto", this exclusion does not apply to "bodily injury" to domestic "employees" not entitled to worker's compensation benefits. For the purpose of this insurance, a domestic "employee" is a person engaged in household or domestic work performed principally in connections with a residence premises. This exclusion does not apply to the extent that valid "scheduled underlying insurance" for the employer's liability risks described above exists or would have existed but for the exhaustion of underlying limits for "bodily injury". Coverage under this policy for such "bodily injury or "property damage" will follow the terms, definitions, conditions and exclusions of "scheduled underlying insurance", subject to the "policy period", limits of insurance, premium and all other terms, definitions, conditions and exclusions of this policy. Provided, however, that coverage provided by this policy will be no broader than the coverage provided by "scheduled underlying insurance". Any claim or "suit" alleging or asserting in any respect loss, injury, or damage (including consequential bodily injury) in connection with "wrongful termination", and/or "discrimination", and/or "sexual harassment". "Wrongful termination" means termination of an employment relationship in a manner which is against the law and wrongful, or in breach of an implied agreement to continue employment. "Discrimination" means termination of an employment relationship or a demotion, or a failure or refusal to hire or promote an individual because of race, color, religion, age, sex, disability, pregnancy, natural origin, sexual orientation or other protected category or characteristic established pursuant to any applicable federal, state, or local law, regulation, or ordinance. "Sexual harassment" means unwelcome sexual advances and/or requests for sexual favors and/or other verbal or physical conduct of a sexual nature that (1) are made a condition of employment and/or (2) are used as a basis for employment decisions and/or (3) create a work environment that interferes with performance. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" anywhere at any time; DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 2. 3. 1. Products-Completed Operations Hazard a.Discarded, dumped, abandoned, thrown away; or b.Transported, handled, stored, treated, disposed of or processed as waste; by anyone. 2. Hostile Fire 3. Equipment to Heat the Building and Contractor/Lessee Operations Paragraph 1 of this exclusion does not apply to: a. b. OC-UMBR LX9799 (10/05)Page 5 of 24 4. Fuels, Lubricants and Other Operating Fluids - Mobile Equipment Paragraph 1 of this exclusion does not apply to: a. b. 5. Fuels, Lubricants, Fluids, etc. - Auto Any loss, cost or expense arising out of any request, demand, order or statutory or regulatory requirement that the "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 Any loss, cost or expense arising out of any 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, Paragraph 1 of this exclusion will not apply if coverage for such "bodily injury" or "property damage" as is described in paragraphs 1 through 6 below is provided by "scheduled underlying insurance": Paragraph 1 of this exclusion does not apply with respect to "bodily injury" or "property damage" included within the "products-completed operations hazard" provided that "your product" or "your work" has not at any time been: Paragraph 1 of this exclusion does not apply with respect to "bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire". "Bodily injury" sustained within a building and caused by smoke, fumes, vapor or soot from equipment used to heat the building; or "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 such 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 the additional "Insured". "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids that are needed to perform 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; or "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. Paragraph 1 of this exclusion does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of an "auto" covered by "scheduled underlying insurance" or its parts, if: DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 a. b. 6. Upset, Overturn or Damage of an Auto a. b. J. OC-UMBR LX9799 (10/05)Page 6 of 24 Aircraft Or Watercraft 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; K. 1.War, including undeclared or civil war; or 2. 3. War This exclusion does not apply to the use or threaten use of "terrorism". The "pollutants" escape, seep, migrate, or are discharged, dispersed or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and The "bodily injury" or "property damage" does not arise out of the operation of any equipment shown in Paragraphs 6b and 6c of the definition of "mobile equipment". Paragraph 1 of this exclusion does not apply to "occurrences" that take place away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon an "auto" covered by "scheduled underlying insurance" if: The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of an "auto" covered by "scheduled underlying insurance"; and The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. Coverage under this policy for such "bodily injury" or "property damage" as is described in subparagraphs 1 through 6 above will follow the terms, definitions, conditions and exclusions of "scheduled underlying insurance", subject to the "policy period", limits of insurance, premium and all other terms, definitions, conditions and exclusions of this policy. Provided, however, that coverage provided by this policy will be no broader than the coverage provided by "scheduled underlying insurance". "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, 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, or watercraft that is owned or operated by or rented or loaned to any "Insured". "Bodily injury" "property damage" or "personal and advertising injury", however caused, arising directly or indirectly out of: Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. As used in this exclusion, "terrorism" means the use or threatened use of force or violence against person or property, or commission of an act dangerous to human life or property, or commission of an act that interferes with or disrupts an electronic or communication system, undertaken by any person or group, whether or not acting on behalf of or in any connection with any organization, government, power, authority or military force, when the effect is to intimidate, coerce or harm: DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 1.A government; 2.The civilian population of a country, state or community; or 3.To disrupt the economy of a country, state or community. L. "Property damage" to: 1.Property: a. b. 2. 3.Property loaned to you; OC-UMBR LX9799 (10/05)Page 7 of 24 Damage to Property 4.Personal property in the care, custody or control of the "Insured"; 5. 6. M. "Property damage" to "your product" arising out of it or any part of it. N. Damage to Your Product Damage to Your Work O. 1.A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or 2. Damage to Impaired Property or Property Not Physically Injured So long as the Terrorism Risk Insurance Act of 2002 (the "Act") is in effect, "terrorism" includes an act of terrorism as defined by Section 102. Definitions of the Act and any revisions or amendments thereto. 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; or Owned or transported by the "Insured" and arising out of the ownership, maintenance or use of a "covered auto"; Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 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 That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. 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 1b, 3, 4, 5 and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 3 and 4 of this exclusion do not apply to liability assumed under a written Trailer Interchange Agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products- completed operations hazard." "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. "Property damage" to "impaired property" or property that has not been physically injured, arising out of: 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. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 Recall of Products, Work or Impaired Property 1."Your product"; 2."Your work"; or 3."Impaired property"; Q. Electronic Data OC-UMBR LX9799 (10/05)Page 8 of 24 P. R. 1.Any "fungus(i)", "molds(s)", mildew or yeast, or 2. 3. 4. Fungus/Mold For the purpose of this exclusion, the following definitions are added to the policy: S. Lead 1. 2.The costs of clean up or removal of lead or products and materials containing lead; 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: 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. Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. "Bodily injury" or "property damage" or any other loss, cost or expense, including, but not limited to losses, costs or expenses related to, arising from or associated with clean-up, remediation, containment, removal or abatement, caused directly or indirectly, in whole or in part, by: Any "spore(s)" or toxins created or produced by or emanating from such "fungus(i)", "mold(s)", mildew or yeast, or Any substance, vapor, gas, or other emission or organic or inorganic body substance produced by or arising out of any "fungus(i)", "mold(s)", mildew or yeast, or Any material, product, building component, building or structure, or any concentration of moisture, water or other liquid within such material, product, building component, building or structure, that contains, harbors, nurtures or acts as a medium for any "fungus(i)", "mold(s)", mildew, yeast or "spore(s)" or toxins emanating therefrom, regardless of any other cause, event, material, product and/or building component that contributed concurrently or in any sequence to that "bodily injury" or "property damage", loss, cost or expense. "Fungus(i)" includes, but is not limited to, any of the plants or organisms belonging to the major group fungi, lacking chlorophyll, and including molds, rusts, mildews, smuts, and mushrooms. "Mold(s)" includes, but is not limited to, any superficial growth produced on damp or decaying organic matter or on living organisms, and fungi that produce molds. "Spore(s)" means any dormant or reproductive body produced by or arising or emanating out of any "fungus(i)", "mold(s)", mildew, plants, organisms or microorganisms. "Bodily injury", "property damage", or "personal and advertising injury" for past, present or future claims arising in whole or in part, either directly or indirectly, out of the manufacture, distribution, sale, resale, rebranding, installation, repair, removal, encapsulation, abatement, replacement or handling of, exposure to, ingestion of or testing for, lead whether or not the lead is or was at any time airborne as a particle, contained in a product, carried on clothing, inhaled, transmitted in any fashion or found in any form whatsoever; DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 3. 4. 5.The cost of compliance with any law or regulation regarding lead. OC-UMBR LX9799 (10/05)Page 9 of 24 T. 1. 2. 3. 4. Asbestos U. 1."Bodily injury" or "property damage": a. b. Nuclear 2. a. b. c. 3. The costs of such actions as may be necessary to monitor, assess and evaluate the release or threat of same, or lead or products and material containing lead; The cost of disposal of lead substances or the taking of such other action as may be necessary to temporarily or permanently prevent, minimize or mitigate damage to the public health or welfare or to the environment, which may otherwise result; or "Bodily injury" in any way arising out of the use by any person or organization of or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust; "Property damage" to real property arising out of the use by any person or organization of asbestos, asbestos products, asbestos fibers, asbestos dust, including without limitation the costs incurred with respect to the removal or abatement of asbestos, asbestos products, asbestos fibers or asbestos dust from or in such real property; Any obligation of the "Insured" to indemnify any party because of damages arising out of such "property damage", "bodily injury", sickness, disease, occupational disease, disability, shock, death, mental anguish or mental injury, at any time as a result of the manufacture of, mining of, use of, sale of, removal of, distribution of, or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust; or Any obligation to defend any claim or "suit" against the "Insured" alleging "bodily injury", sickness, disease, occupational disease, disability, shock, death, mental anguish or mental injury or "property damage" resulting from or contributed to, by any and all manufacture of, mining of, use of, sale of, removal of, distribution of, or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust. With respect to which an "Insured" under the policy is also an "Insured" under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association or Canada or any such policy but for its termination upon exhaustion of its limit of liability; or Resulting from the "hazardous properties" of "nuclear material" and with respect to which (i) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, of (ii) the "Insured" is or had this policy not been issued would be, entitled to indemnify from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency there of with any person or organization. "Bodily injury" or "property damage" resulting from the "hazardous properties of "nuclear material", if: The "nuclear material" (i) is at any "nuclear facility" owned by, or operated by or on behalf of, an "Insured" or (ii) has been discharged or dispersed therefrom; The "nuclear material" is contained in "spent fuel" or "waste" at anytime possessed, handled, used, processed, stored, transported or disposed of by or on behalf of the "Insured"; or The "bodily injury" or "property damage" arises out of the furnishing by an "Insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility". "Bodily injury" or "property damage" resulting from the intentional or unintentional detonation of any nuclear bomb or nuclear device. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 4.As used in this exclusion, the following definitions apply; a."Hazardous properties" include radioactive, toxic or explosive properties; b. c. OC-UMBR LX9799 (10/05)Page 10 of 24 d. e. f."Nuclear facility" means: (i)Any "nuclear reactor"; (ii) (iii) (iv) V. Any liability arising out of: 1.Any violation of any securities law or similar law or any regulation promulgated thereunder; 2. 3. 4. Securities and Financial Interest W. Coverage excluded or sublimited by the Scheduled Underlying Insurance "Bodily injury", "property damage", or "personal and advertising injury" which: 1. 2. X. Silica 1. "Nuclear material' means "source material", "special nuclear material" or "by-product material"; "Spent fuel" means any fuel element of fuel component, solid or liquid which has been used or exposed to radiation in a "nuclear reactor"; "Waste" means any waste material (I) containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium form any ore processed primarily for its "source material" content, and (ii) 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"; Any equipment or device designed or used for (a) separating the isotopes or uranium or plutonium, (b) processing or utilizing "spent fuel", or (c) handling, processing or packaging "waste"; 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 that 250 grams of uranium 235; Any structure, basin, excavation, premises or place prepared or used for the storage or disposal or "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. The purchase, sale, offer of sale or solicitation of any security, debt, insurance policy, bank deposit or financial interest or instrument; Any representation made at any time in relation to the price or value of any security, debt, insurance policy, bank deposit or financial interest or instrument; or Any depreciation or decline in price or value of any security, debt, insurance policy, bank deposit or financial interest or instrument. Is not covered by the "scheduled underlying insurance" by reason of an exclusion contained in or at any time added to such "scheduled underlying insurance"; or Is in any way subject to a sublimit which is less than the limits of insurance of such "scheduled underlying insurance". "Bodily injury", sickness, disease, occupational disease, disability, shock, death, mental anguish or mental injury, and/or any other type of injury, loss, cost, damage, or expense sustained by any person for the real or alleged emergence, contraction, aggravation or exacerbation of any form of silicosis or any other disease of the human body caused by, arising out of, or resulting from the manufacture, mining, use, sale, removal, or distribution by "Source material", "special nuclear material" and "by-product material" have the meanings given them in Atomic Energy Act of 1954 or in any law amendatory thereof; DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 2. Z. "Personal and advertising injury": 1. 2. 3. 4.Arising out of a criminal act committed by or at the direction of the "Insured". 5. a. b.Liability for false arrest, detention or imprisonment assumed in a contract or agreement. 6. 7. 8. 9. 10.Committed by an "Insured" whose business is: a.Advertising, broadcasting, publishing or telecasting; b.Designing or determining content of websites for others; or c.An internet search, access, content or service provider. OC-UMBR LX9799 (10/05)Page 11 of 24 Y. Other Personal and Advertising Injury 11. any person or organization of silica, silica products, silica fibers or silica dust, or the exposure to silica, silica products, silica fibers or silica dust; or Any obligation of the insured to defend and/or indemnify any party because of damages arising out of such "bodily injury", sickness, disease, occupational disease, disability, shock, death, mental anguish or mental injury, at any time caused by, arising out of, or resulting from the manufacture of, mining of, use of, sale of, removal of, distribution of, or exposure to silica, silica products, silica fibers or silica dust. Violation Of Statutes In Connection With Sending, Transmitting Or Communicating Any Material Or Information Any claim or "suit" alleging or asserting that any act or omission violates any statute, ordinance or regulation of any federal, state or local government, including any amendment of or addition to such laws, that includes, addresses or applies to the sending, transmitting or communicating of any material or information, by any means whatsoever. 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". Arising out of oral or written publication of material, if done by or at the direction of the "Insured" with knowledge of its falsity. Arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. 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; or Arising out of a breach of contract, except an implied contract to use another's advertising idea in your "advertisement". Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". Arising out of the wrong description of the price of goods, products or services stated in your "advertisement". 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. However, this exclusion does not apply to Paragraphs 1, 2 and 3 of the definition of "personal and advertising injury" in SECTION V - DEFINITIONS. 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. Arising out of an electronic chatroom or bulletin board the "Insured" hosts, owns, or over which the "Insured" exercises control. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 12. SECTION IV - LIMITS OF INSURANCE A. 1."Insureds"; 2. 3.Persons or organizations making claims or bringing "suits". B.The General Aggregate Limit is the most we will pay for all damages under this policy, except for: 1.Damages included within the "products-completed operations hazard"; and 2. C. D. E. F. 1. 2. G. 1. 2. OC-UMBR LX9799 (10/05)Page 12 of 24 Claims made or "suits" brought; or H. I. J.We will not make any payment under this policy unless and until: 1. Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or meta tag, or any other similar tactics to mislead another's potential customers. The limits of insurance shown in Item 3 of the Declarations and the rules below state the most we will pay for all Damages under this policy regardless of the number of: Damages because of "bodily injury" or "property damage" to which this policy applies, caused by an "occurrence" and resulting from the ownership, maintenance or use of a "covered auto". The Products-Completed Operations Aggregate Limit is the most we will pay for all damages included in the "products-completed operations hazard". Subject to Paragraphs B and C above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of all damages arising out of any one "occurrence" or offense. Subject to Paragraphs B and C above, whichever applies, the most we will pay for damages under this policy on behalf of any person or organization to whom you are obligated by a written "insured contract" to provide insurance such as is afforded by this policy is the lesser of the limits of insurance shown in Item 3 of the Declarations or the minimum limits of insurance you agreed to procure in such written "insured contract". This policy applies only in excess of the total applicable limits of "scheduled underlying insurance" and any applicable "other insurance" whether or not such limits are collectible. If, however, a policy shown in the Schedule of Underlying Insurance has a limit of insurance: Greater than the amount shown in such schedule, this policy will apply in excess of such greater amount; or Less than the amount shown in such schedule, this policy will apply in excess of the amount shown in the Schedule of Underlying Insurance forming a part of this policy. If the total applicable limits of "scheduled underlying insurance" and any applicable "other insurance" are reduced or exhausted by the payment of damages to which this policy applies, we will: In the event of reduction, pay damages in excess of the remaining total applicable limits of "scheduled underlying insurance" and any applicable "other insurance"; and Subject to Paragraph E of SECTION II - DEFENSE AND SUPPLEMENTARY PAYMENTS, in the event of exhaustion, continue in force as underlying insurance. Expenses incurred to defend any "suit" or to investigate any claim will be in addition to the applicable limits of insurance of this policy. Provided, however, that if such expenses reduce the applicable limits of "scheduled underlying insurance", then such expenses will reduce the applicable limits of insurance of this policy. The total applicable limits of "scheduled underlying insurance" and any applicable "other insurance" have been exhausted by the payment of damages to which this policy applies; or The limits of insurance of this policy apply separately to each consecutive annual period and to any remaining period of less than twelve (12) months, beginning with the inception date of the "policy period" shown in the Declarations, unless the "policy period" is extended after issuance for an additional period of less than twelve (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 of this policy. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 2. SECTION V - DEFINITIONS A. 1. 2. B."Auto" means: 1. 2. However, "auto" does not include "mobile equipment". C. D."Coverage territory" means: 1. 2. OC-UMBR LX9799 (10/05)Page 13 of 24 E."Covered auto" means only those "autos" to which "scheduled underlying insurance" applies. F."Employee" includes a "leased worker". "Employee" does not include a "temporary worker". G. H. I. 1. The total applicable "Self-Insured Retention" has been satisfied by the payment of damages to which this policy applies. When the amount of damages has been determined by an agreed settlement or a final judgement, we will promptly pay on behalf of the "Insured" the amount of damages falling within the terms of this policy. An agreed settlement means a settlement and release of liability signed by us, the "Insured" and the claimant or the claimant's legal representative. "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: Notices that are published include material placed on the Internet or on similar electronic means of communication; and 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". A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. "Bodily injury" means bodily injury, disability, sickness, or disease sustained by a person, including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". The United States of America, including its territories and possessions, Puerto Rico and Canada; or If we are prohibited by law from providing a defense in any location described in this definition and we are obligated to provide such defense under SECTION II - DEFENSE AND SUPPLEMENTARY PAYMENTS, we will reimburse you for legal fees and other defense expenses incurred with our consent under the terms and conditions of this policy. If coverage for a claim under this policy is in violation of any United States of America's economic or trade sanction, including, but not limited to, sanctions administered and enforced by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") then coverage for that claim shall be null and void. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. "Hostile fire" means a fire that becomes uncontrollable or breaks out from where it was intended to be. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: If provided by the underlying policy, anywhere else in the world with the exception of any country or jurisdiction which is subject to trade or other economic sanction or embargo by the United States of America. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 2.You have failed to fulfill the terms of a 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. J."Insured" means: 1.The "Named Insured"; 2.Except for liability arising out of the ownership, maintenance, or use of "covered autos"; a.If you are designated in the Declarations as: (1) (2) (3) (4) (5) b. OC-UMBR LX9799 (10/05)Page 14 of 24 (1)"Bodily injury" or "personal and advertising injury": (a) (b) (2)"Property damage" to property: (a)Owned, occupied or used by, (b) c. d. 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; A partnership or joint venture, you are an "Insured". Your members and your partners, and their spouses are also "Insureds", but only with respect to the conduct of your business; 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; 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; A trust, you are an "Insured". Your trustees are also "Insureds", but only with respect to their duties as trustees; Your "volunteer workers" only while performing duties related to the conduct of your business. Your "employees" other than 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: 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" 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; or any claim or "suit" brought by or on behalf of the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of such "bodily injury" or "personal and advertising injury", or; 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)(i) above. 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). Any person (other than your "employee" or "volunteer worker") or organization while acting as your real estate manager; Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this policy; DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 e. 3. a.You are an "Insured"; b. (1) (2) (3) (4) (5) OC-UMBR LX9799 (10/05)Page 15 of 24 (6) c. 4.Notwithstanding any of the above: a. b. K. "Insured contract" does not include that part of any contract or agreement: 1. 2.That indemnifies an architect, engineer or surveyor for injury or damage arising out of: a. b. 3. Any person or organization, other than the "Named Insured", included as an additional "Insured" under "scheduled underlying insurance", but not for broader coverage than would be afforded by such "scheduled underlying insurance". Only with respect to liability arising out of the ownership, maintenance, or use of "covered autos": Anyone else while using with your permission a "covered auto" you own, hire, or borrow is also an "Insured" except: The owner or anyone else from whom you hire or borrow a "covered auto". This exception does not apply if the "covered auto" is a trailer or semi-trailer connected to a "covered auto" you own; Your "employee" if the "covered auto" is owned by that "employee" or a member of his or her household; Someone using a "covered auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours; Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from a "covered auto"; A partner (if you are a partnership), or a member (if you are a limited liability company) for a "covered auto" owned by him or her or a member of his or her household; "Employees" with respect to "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; Anyone liable for the conduct of an "Insured" described above is also an "Insured", but only to the extent of that liability. No person or organization is an "Insured" with respect to the conduct of any current, past or newly formed partnership, joint venture or limited liability company that is not designated as a "Named Insured" in Item 1 of the Declarations; and No person or organization is an "Insured" under this policy who is not an "Insured" under "scheduled underlying insurance". "Insured contract" means that part of any contract or agreement pertaining to your business under which any "Insured" assumes 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. 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; Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 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 shown in subparagraph 2 above and supervisory, inspection, architectural or engineering activities. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 L."Loading or unloading" means the handling of property: 1. While it is in or on an aircraft or watercraft; or While it is being moved from an aircraft or watercraft to the place where it is finally delivered; M. N. OC-UMBR LX9799 (10/05)Page 16 of 24 2. 3. 1. 2.Vehicles maintained for use solely on or next to premises you own or rent; 3.Vehicles that travel on crawler treads; 4. a.Power cranes, shovels, loaders, diggers or drills; or b.Road construction or resurfacing equipment such as graders, scrapers or rollers; 5. a. b.Cherry pickers and similar devices used to raise or lower workers; 6. a.Equipment designed primarily for: (i)Snow removal; (ii)Road maintenance, but not construction or resurfacing; or (iii)Street cleaning; b. c. O. 1.Any person or organization designated in Item 1 of the Declarations; "Named Insured" means: After it is moved from the place where it is accepted for movement into or onto an aircraft or watercraft; 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 or watercraft. "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". "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: Vehicles not described in Paragraph 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: Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment", but will be considered "autos": Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". Vehicles not described in Paragraph 1, 2, 3 or 4 above maintained primarily for purposes other than the transportation of persons or cargo. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 2. 3. OC-UMBR LX9799 (10/05)Page 17 of 24 a.Such organization is included as a named insured under "scheduled underlying insurance"; b. c.You give us prompt notice after you acquire or form such organization. P."Occurrence" means: 1. 2. Q. R. 1.False arrest, detention or imprisonment; 2.Malicious prosecution; 3. 4. Any organization, except for a partnership, joint venture or limited liability company, that you acquire or form during the "policy period" in which you maintain an interest of more than fifty percent (50%) and to which more specific insurance does not apply, provided that: This policy does not apply to any "bodily injury" or "property damage" that occurred or any "personal and advertising injury" that was caused by an "occurrence" that was committed before you acquired or formed such organization or after you ceased to maintain an interest of more than fifty percent (50%) in such organization; and Subject to the provisions of Paragraphs 3a, 3b and 3c above, a partnership, joint venture or limited liability company that you acquire or form during the "policy period" may be added as an "Insured" only by a written endorsement that we make a part of this policy. We may, at our option, make an additional premium charge for any organization that you acquire or form during the "policy period". As respects "bodily injury" or "property damage", an accident, including continuous or repeated exposure to substantially the same general harmful conditions. All such exposure to substantially the same general harmful conditions will be deemed to arise out of one "occurrence". In the event of continuing or progressively deteriorating damage over any length of time, such damage shall be deemed to be one "occurrence", and shall be deemed to occur only when such damage first commences. As respects "personal and advertising injury", an offense arising out of your business that causes "personal and advertising injury". All damages that arise from the same, related or repeated injurious material or act will be deemed to arise out of one "occurrence", regardless of the frequency or repetition thereof, the number and kind of media used and the number of claimants. "Other insurance" means a valid and collectible policy of insurance providing coverage for damages covered in whole or in part by this policy. However, "other insurance" does not include "scheduled underlying insurance", the "Self-Insured Retention" or any policy of insurance specifically purchased to be excess of this policy affording coverage that this policy also affords. "Personal and advertising injury" means injury arising out of your business, including consequential "bodily injury", arising out of one or more of the following offenses: 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; Any organization in which you maintain an interest of more than fifty percent (50%) and which is included as a named insured under "scheduled underlying insurance", as of the effective date of this policy and to which more specific insurance does not apply, provided that this policy does not apply to any "bodily injury" or "property damage" that occurred or any " personal and advertising injury" that was caused by an "occurrence" that was committed before you acquired or formed such organization or after you ceased to maintain an interest of more than fifty percent (50%) in such organization; and DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 7.Infringement upon another's copyright, trade dress or slogan in your "advertisement". S. T. U. 1.Products that are still in your physical possession; or 2. a.When all of the work called for in your contract has been completed; b. c. 1. 2.The existence of tools, uninstalled equipment or abandoned or unused materials. V."Property damage" means: 1. 2. For the purposes of this insurance, electronic data is not tangible property. W. 1. 2. 5.Oral or written publication, in any manner, of material that violates a person's right of privacy; 6.The use of another's advertising idea in your "advertisement"; or "Retained Amount" means: OC-UMBR LX9799 (10/05)Page 18 of 24 "Policy period" means the period of time from the inception date shown in Item 2 of the Declarations to the earlier of the expiration date shown in Item 2 of the Declarations or the effective date of termination of this policy. "Pollutants" means 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. 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 to be done at the job site has been completed if your contract calls for work at more than one job site; or 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. "Products-completed operations hazard" does not include "bodily injury" or "property damage" arising out of: 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 (meaning "loading or unloading" but with respect to a vehicle) of that vehicle by any "Insured"; or Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or Loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" that caused it. 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. The "Self-Insured Retention" applicable to each "occurrence" that results in damages not covered by "scheduled underlying insurance" nor any applicable "other insurance" providing coverage to the "Insured". "Products-completed operations hazard" means all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: The total applicable limits of "scheduled underlying insurance" (plus any "Self-Insured" retention applicable thereto) and any applicable "other insurance" providing coverage to the "Insured"; or DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 X."Scheduled underlying insurance" means: 1. 2. Y."Self-Insured Retention" means the amount that is shown in Item 4 of the Declarations. Z. 1. 2. AA. BB. CC."Your product" means: 1. a.You; b.Others trading under your name; or c.A person or organization whose business or assets you have acquired; and 2. "Your product" includes: 1. 2.The providing of or failure to provide warnings or instructions. DD."Your work" means: 1.Work or operations performed by you or on your behalf; and OC-UMBR LX9799 (10/05)Page 19 of 24 2.Materials, parts or equipment furnished in connection with such work or operations. "Your work" includes: 1. 2.The providing of or failure to provide warnings or instructions. SECTION VI - CONDITIONS The policy or policies of insurance and limits of insurance (plus any selfinsured retention applicable thereto) shown in the Schedule of Underlying Insurance; and Automatically any renewal or replacement of any policy in Paragraph 1 above, provided that such renewal or replacement provides equivalent coverage to and affords limits of insurance equal to or greater than the policy being renewed or replaced. "Scheduled underlying insurance" does not include a policy of insurance specifically purchased to be excess of this policy affording coverage that this policy also affords. "Suit" means a civil proceeding in which damages because of "Bodily Injury", "Property Damage", or "personal and advertising injury" to which this policy applies are alleged. "Suit" includes: An arbitration proceeding in which such damages are claimed and to which the "Insured" must submit or does submit with our consent; or Any other alternative dispute resolution proceeding in which such damages are claimed and to which the "Insured" submits with our consent. "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 . "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. Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and "Your product" does not include vending machines or other property rented to or located for the use of others but not sold. Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "Your Work"; and DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 A. B. C. Bankruptcy or Insolvency D. Cancellation 1. 2. a.10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b.30 days before the effective date of cancellation if we cancel for any other reason. 3.We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. 5. OC-UMBR LX9799 (10/05)Page 20 of 24 Appeals Examination of Your Books and Records 6.If notice is mailed, proof of mailing will be sufficient proof of notice. E. 1. 2. Change In Control If during the "policy period": In the event the first Named Insured or the first Named Insured's underlying insurer (if applicable) elect(s) not to appeal a judgement in excess of the "Retained Amount", we may elect to make such appeal at our own cost and expense, and we shall be liable for the taxable costs and disbursements and interest incidental thereto, but in no event shall our liability for damages exceed the sum set forth in the Declaration's for any one "occurrence", including the cost and expense of such appeal. We may audit and examine your books and records as they relate to this policy at any time during the period of this policy and for up to three (3) years after the expiration or termination of this policy. Your receivership bankruptcy, insolvency or inability to pay or the receivership bankruptcy, insolvency or inability to pay of any of your underlying insurers will not relieve us from the payment of damages covered by this policy. But under no circumstances will such receivership bankruptcy, insolvency or inability to pay in any way increase or expand our liability or require us to drop down, replace or assume any obligation under "scheduled underlying insurance". The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: Notice of cancellation will state the effective date of cancellation. The "policy period" will end on that date. If this policy is canceled, 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, earned premium will be calculated in accordance with the customary short-rate table and procedure, or the Minimum Earned Premium at Inception of the policy shown in Item 5 of the Declarations, which ever is greater. The cancellation will be effective even if we have not made or offered a refund. the first Named Insured designated in Item 1 of the Declarations consolidates with or merges into, or sells all or substantially all of its assets to any person or entity; or any person or entity acquires an amount of the outstanding ownership interests representing more than 50% of the voting or designation power for the election of directors of the first Named Insured designated in Item 1 of the Declarations, or acquires the voting or designation rights of such an amount of ownership interests; This policy will continue in full force and effect as to "bodily injury" and "property damage" that occur prior to the effective date of such transaction and "personal and advertising injury" caused by an "occurrence" that takes place prior to the effective date of such transaction. There will be no coverage afforded by this policy for "bodily injury" or "property damage" that occurs on or after the effective date of such transaction and "personal and advertising injury" caused by an "occurrence" that takes place on or after the effective date of such transaction. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 Changes G. 1. a.How, when and where the "occurrence" took place; b.The names and addresses of any injured persons and any witnesses; and c.The nature and location of any injury or damage arising out of the "occurrence". 2. Written notice should be mailed or delivered to: 3.You and any other involved "Insured" must: a. b.Authorize us to obtain records and other information; c.Cooperate with us in the investigation, settlement or defense of the claim or "Suit"; and OC-UMBR LX9799 (10/05)Page 21 of 24 F. Duties in the Event of an Occurrence, Claim or Suit d. 4. H. Inspection Legal Actions Against Us No person or organization has a right under this policy: 1. 2.To sue us under this policy unless all of its terms have been fully complied with. I. Notice to or knowledge possessed by any person shall not affect a waiver or change in any part of this policy or stop us from asserting any rights under the terms of this policy, nor shall the terms of this policy be waived or changed, except by endorsement issued to form a part hereof, signed by an authorized representative of the Company. You must see to it that we are notified as soon as practicable of an "occurrence" that may result in a claim or "suit" under this policy. To the extent possible, notice should include: If a claim is made or "suit" is brought against any "Insured" which is reasonably likely to involve this policy, you must notify us in writing as soon as practicable on the assumption that an "Insured" is liable for the damages claimed. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "Suit"; Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the "Insured" because of injury or damage to which this insurance may also apply. 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. We have the right, but are not obligated, to inspect your premises and operations at any time. Our inspections are not safety inspections. They relate only to the insurability of your premises and operations and the premiums to be charged. We may give you reports on the conditions that we find. We may also recommend changes. We do not, however, undertake to perform the duty of any person or organization to provide for the health or safety of your "employees" or the public. We do not warrant the health and safety conditions of your premises or operations or represent that your premises or operations comply with laws, regulations, codes or standards. To join us as a party or otherwise bring us into a "suit" asking for damages from an "Insured"; or 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 this policy or that are in excess of the applicable limits of insurance of this policy. An agreed settlement means a settlement and release of liability signed by us, the "Insured" and the claimant or the claimant's legal representative. AIG-Lexington c/o ACPC P.O. Box 293118 Nashville, TN 37229-3118 Claim reporting information can also be found on our website, www.lexingtoninsurance.com DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 J. You agree that during the "policy period": 1.You will keep "scheduled underlying insurance" in full force and effect; 2. 3. 4. K. L. 1.We will compute all premiums for this policy in accordance with our rules and rates. 2. OC-UMBR LX9799 (10/05)Page 22 of 24 Maintenance of Scheduled Underlying Insurance Other Insurance Premium and Audit 3. M. By accepting this policy, you agree: 1.The statements in the Declarations are accurate and complete; 2.Those statements are based upon representations you made to us; 3.We have issued this policy in reliance upon your representations; and 4. Representations of Fraud N. 1.As if each "Named Insured" were the only "Named Insured"; and 2.Separately to each "Insured" against whom claim is made or "Suit" is brought. Separation of "Insureds" O. 1. Transfer of Rights of Recovery The terms, definitions, conditions and exclusions of "scheduled underlying insurance" will not materially change; The total applicable limits of "scheduled underlying insurance" will not decrease, except for any reduction or exhaustion of aggregate limits by payment of damages to which this policy applies. Any renewals or replacements of "scheduled underlying insurance" will provide equivalent coverage to and afford limits of insurance equal to or greater than the policy being renewed or replaced. If you fail to comply with these requirements, we will be liable only to the same extent that we would have, had you fully complied with these requirements. If other valid and collectible insurance applies to damages that are also covered by this policy, this policy will apply excess of the "other insurance". However, this provision will not apply if the other insurance is specifically written to be excess of this policy. If the premium for this policy is a flat premium, it is not subject to adjustment, except that additional premiums may be required for any additional exposure and/or "Insureds", or as provided for in Condition D Cancellation. The premium shown in Item 5 of the Declarations as the Total Advance Premium is a deposit premium only. If the policy is subject to audit adjustment, the actual exposure base will be used to compute the earned premium. If the learned premium is greater than the Advance Premium, the first Named Insured will pay the difference to us due and payable upon notice. Subject to the Annual Minimum Premium shown in Item 5 of the Declarations, if the earned premium is less than the Total Advance Premium, we will return the difference to the first Named Insured. 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. The first Named Insured shown on the Declarations is responsible for the payment of all premiums and will be the payee for any return premiums we pay. This policy is void in any case of fraud by you as it relates to this policy or any claim or "suit" under this policy. Except with respect to the limits of insurance of this policy and rights or duties specifically assigned to the first Named Insured designated in Item 1 of the Declarations, this insurance applies: If any "Insured" has rights to recover all or part of any payment we have made under this policy, those rights are transferred to us. The "Insured" must do nothing after loss to impair these rights and must help us enforce them. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 2.Any recoveries will be applied as follows: a. b.We then will be reimbursed up to the amount we have paid; and c. 3. Transfer of Your Rights and Duties OC-UMBR LX9799 (10/05)Page 23 of 24 P. Your rights and duties under this policy may not be transferred without our written consent. Q. Service of Suit R. Arbitration Any person or organization, including the "Insured", that has paid an amount in excess of the applicable limits of insurance of this policy will be reimbursed first; Lastly, any person or organization, including the "Insured" that has paid an amount over which this policy is excess is entitled to claim the remainder. Expenses incurred in the exercise of rights of recovery will be apportioned among the persons or organizations, including the "Insured", in the ratio of their respective recoveries as finally settled. If, prior to the time of an "occurrence", you and the insurer of "scheduled underlying insurance" waive any right of recovery against a specific person or organization for injury or damage as required under an "insured contract", we will also waive any rights we may have against such person or organization. If you die or are legally declared bankrupt, your rights and duties will be transferred to your legal representative, but only while acting within the scope of duties as your legal representative. However, notice of cancellation sent to the first "Named Insured" designated in Item 1 of the Declarations and mailed to the address shown in this policy will be sufficient notice to effect cancellation of this policy. Notwithstanding Condition Q. Service of Suit, above, in the event of a disagreement as to the interpretation of this policy (except with regard to whether this policy is void or voidable), it is mutually agreed that such dispute shall be submitted to binding arbitration before a panel of three (3) Arbitrators consisting of two (2) party-nominated (non-impartial) Arbitrators and a third (impartial) Arbitrator (hereinafter "umpire") as the sole and exclusive remedy. The party desiring arbitration of a dispute shall notify the other party, said notice including the name, address and occupation of the Arbitrator nominated by the demanding party. The other party shall, within 30 days following receipt of the demand, notify in writing the demanding party of the name, address and occupation of the Arbitrator nominated by it. The two (2) arbitrators so selected shall, within 30 days of the appointment of the second Arbitrator, select an umpire. If the Arbitrators are unable to agree upon an umpire, the selection of the umpire shall be submitted to the Judicial Arbitration and Mediation Services (hereinafter, "JAMS"). The umpire shall be selected in accordance with Rule 15 (as may be amended from time to time) of the JAMS Comprehensive Arbitration Rules and Procedures for the selection of a sole arbitrator. It is agreed that in the event of our failure to pay any amount claimed to be due hereunder, we, at the request of the "Insured", will submit jurisdiction of a court of competent jurisdiction within the United States. Nothing in this condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States, 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. It is further agreed that service of process may be made upon Counsel, Legal Department, Lexington Insurance Company, 99 High Street, Boston, Massachusetts 02110, or his or her representative, and that in any "suit" instituted against us, upon this policy, we will abide by the final decision of such court or of an appellate court in the event of an appeal. Further, pursuant to any statute of any state, territory, or district of the United States which makes provision therefor, we hereby designate the Superintendent, Commissioner, Director of Insurance, or other officer specified for that purpose in the statute, or his or her successor or successors in office as our true and lawful attorney upon whom may be served any lawful process in any action, "suit" or proceeding instituted by or on behalf of you or any beneficiary hereunder arising out of this contract of insurance, and hereby designate the Counsel, Legal Department, Lexington Insurance Company, 99 High Street, Boston, Massachusetts 02110, as the person to whom the said officer is authorized to mail such process or a true copy thereof. DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550 OC-UMBR LX9799 (10/05)Page 24 of 24 The parties shall submit their cases to the panel by written and oral evidence at a hearing time and place selected by the umpire. Said hearings shall be held within 30 days of the selection of the umpire. The panel shall be relieved of all judicial formality, shall not be obligated to adhere to the strict rules of law or of evidence, shall seek to enforce the intent of the parties hereto and may refer to, but are not limited to, relevant legal principles. The decision of at least two (2) of the three (3) panel members shall be binding and final and not subject to appeal except for grounds of fraud and gross misconduct by the Arbitrators. The award will be issued within 30 days of the close of the hearings. Each party shall bear expenses of its designated Arbitrator and shall jointly and equally share with the other the expense of the umpire and the arbitration. The arbitration proceeding shall take place in the vicinity of the first Named Insured's mailing address as shown in the Declarations or such other place as may be mutually agreed by the first Named Insured and us. The procedural rules applicable to this arbitration shall, except as provided otherwise herein, be in accordance with the JAMS Comprehensive Arbitration Rules and Procedures. IN WITNESS WHEREOF, we have caused this policy to be executed and attested, but this policy will not be valid unless countersigned by one of our duly authorized representatives, where required by law. Secretary President DocuSign Envelope ID: 14FE3F84-23E5-46DD-865E-6FEDD7E04550