2022/02/14 Leighton Consulting, Inc. (26)ffi page 2 of 163
Clientf: 1257049 305LEIGHGRO
ACORD^, CERT!FICATE OF LIABILITY INSURANCE
COVEBAGES CEBTIFICATE NUMBEB:
CEBTIF DEB
u25t2022
THIS CERTIFICATE IS ISSUED AS A MATTEF OF INFOHMATION ONLY ANO CONFEBS NO BIGHTS UPON THE CEFTIFICATE HOLOER. THIS
CERTIFICATE DOES NOT AFFIBMATIVELY OF NEGATIVELY AMEND, EXTENO OB ALTEB THE COVEFAGE AFFOFDEO BY THE POLICIES
BELOW, THIS CERTIFICATE OF INSUBANCE DOES NOT CONSTITUTE A CONTBACT BETWEEN THE ISSUING INSUBER(S). AUTHOFIZED
BEPRESENTATIVE OF PBODUCEF, AND THE CEBTIFICATE HOLDER.
IMPOFTANT: It th6 certiflcato holder is an ADDITIONAL INSURED, the policy(iee) must havo AODITIONAL INSUBED provisions or be endorsed,
ll SUBROGATION lS WAIVED, BUbject to the termE and conditions ot the policy, c€ftaln pollcle! msy requlre an endoraemant. A atatement on
lhir certificato does not confer any right6 lo tho certilicale holdEr in liou of such ondorsemont(6).
McGrlll lnsurance Servlces
130 Th6ory, Ste. 200
lrvlne, CA 92617
714 941-2gOO
Leighton Consulting, lnc.
17781 Cowan, Ste. 100
lrvine, CA 92614-6q)g
EifflEss certscA @McGriff .com
IIIS UFE BI6) A FFOBDING COVERAGE -t9437tNsl,/6EF a LGxlngton Insuranc€ Company
r|lsuFeR B. Travclcrc Propcrty Casually Co ol Amar 25674
rNsuF€F c . Travcls13 lndamnlty Co ol CT 25682
INSIJF€F O
x
qEu!!a! 49jiEgflE
PFOO IJCTS . COIV P/OP AGG
BOD LY lNlUBY (P.i ac.id.nr)
COMEINED SINGLE!IMII
-(E1.-Fa9.dj!l)
EOOILY INJUBY (P.r polloi)
.0m,000
s5,0m,O0O
s1 000
s5
THIS IS TO CEBTIFY THAT THE POLICIES OF INSUBANCE LISTED AELOW HAVE EEEN ISSUED TOTHE INSUBED NAIMED ABOVE FOBTHE POLICY PEBIOD
INDICATED, NOTWITHSTANDING ANY FEQUIBEMENI, TERM OFI CONDITION OF AIIY CONTFACT OB OTHER DOCUMENT WITH BESPECT TO WHICH THIS
CEflTIFICATE MAY BE ISSUED OB MAY PEBTAIN, THE INSUFANCE AFFONDED BY THE POLICIES OESCRIBED HEFEIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONOITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN BEDUCED BY PAID CLAII,IS
A COMMEECIAL 6ENEAAL LIAgIIITY 065463440 4t2022 o2l1 EACI] OCCUFBENCE 000
.LAMS-MADE fl *"r"PFEMiSES (Edoc.un.n..)50 m0
x BUPD D€d: $2s,0o0 !Eoj]! 6lty 91. .e"l!9") _
PEBSONAL&AOV IN.!JFY
s EXCLUDED
$1 000
GEN'L AGGFEGATE LIMITAPPL ES PEF
"o,'"., Ixl 5f3i x .o"
OTHEF
s2.0m,000
2 000
Overall Policy
843R7084312243G
eneral A s5,000,000
C AUTOMOEILE LIABILITY 412022 o2t1 0oo
I
x
OWNED
HIF€O
I SCHEDULED
fllx o""r"
CLAIM}MA
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sll
006546318 oa1
DEO x sererrror $$1 000 ],;;"-.**,rr*aBWOBKENS COMPENSATION
ANO EMPLOYEBS' LIABILITY VII,I
AN Y P BO PF IEIOF/PAB'TN EF/E X ECUTIVE -OFFICEFVMEMBEF EXCLUOED)(irrndlrory h NHi
DESCRIPTION OF OPEFAT ONS b.ow
A ProflPollutn Liab
Claims Mads
013001524 0211412023 $2,000,0fi) Per Clalm
AGGFEGATE
_lorH,
IER
$1
12022 09/01
1,000,000sEE
x STATUTE
412022
s'1,000,000
O00 Ded.
E L EACH ACCIDENT
$4,m0,0m Aggregale
oEscRlPTloN oF oPEFATiONS / LOCATIONS / VEHICLES IACOEO 101, Addlllohll Fem.rh S6h.dur., h.y b..flrch.d ll ho.e !p.c. r. r.quk d)
CsrtilicatG is subiecl to policy limits, condltions and oxclusions.
Re: Proj #'l 1051.@7 PMP ?G02: Quall Vslley Street B€surfaclng Proiecl, Menifee. City of Menifee and lls
oftic€rs, employegg, agents, and authorlzod voluntsgrs are included as additional lnsured as regpects lo
Genqral Llablllty and Commercial Auto coverages as requir€d by wrlnen Contracl. General Liability and Auto
Liability coverages are primary and noncontributory as requlred by written conlract. Waiver o, Subrogation
(Seo Attached Descriptions)
SHOULDAiIY OFTHE ABOVE OESCBIBED POLICIES BE CANCELLED AEFOBErHE EXPINATION OATE THEREOF, NOTICE WILL BE DELIVEAED IN
ACCOFDANCE WiTH fHE POLICY PAOVISIONS,
Clty ot Menitee
29714 Haun Boad
Menllee. CA 925gG0o0o
)" .o. tw.l.-q.'r',
AUTHORZED FEPFESEI.i]ATIVE
48/0
ACOBD 25 (2016,/03) 1 ol2
*s30631011/M30612089
O 1988-2015 ACORO COFPOBATION. All rlOhls resorvqd.
Ths ACOBO hame ahd logo are reglstered marko ol ACOFD
LAHIC
REVISION NUMBEB:
TPFopEBTYDAMAGELe!r4!4 !!L l
D2l-l
D21"t 4t2f]21
ww-jlril{E
Ela4
pago 3 of 163
DESC RIPTIONS (Continued from Page t)
ls lncluded wlth respect G6ne.al Liability, Auto Lhbility, Workers Compensatlon as requlred by written
contract. Umbrella Llabiltty ls lollow lorm sublqct to pollcy lorms, terms, condltlons, excluslons and
endorsements. 9GDay Notlca ol Cancqllation, Excspt to|t GDays tor Nonpayrnent ol Promlum appllqs to General
Llability as requhed by wrltten contract.
48/l
SAGIrTA 25.s (2016r'03l 2 ol2
#s30631 0l I /M3061 2089
I
Hr.;rr?+
E{.,+;IH'fii.l
page 4 of 163
ENDORSEMENT
This ondorsem€nt, effective 1?O1 AM @'^ 4a@2
Forms a pa.t of policy no.: 06463'140
lssoert rr): Leighton Consufting, lhc.
By: LEXINGTON INSURANCE COMPANY
ADDITIONAL INSURED. OWNERS, LESSEES OR
CONTRACTORS. COMPLETED OPERATIONS
(Based on CG2037 04/13I
This endorsement modifles instrrancc provided by the followingi
COMMERCIAL GENERAL LIABILITY POLICY
SCHEDULE
Name ol Additional lnsured Person(sl
or Organization(sl
Location of Compl€ t€d Oporations
AS REOUIRED BY I^IRITTEN CONTRACT
lnformalion required to complete this Schedule, il not shown above, vr,ill be shown in thc Oeclarations
A. Secdon ll 'Who ls An lnsuted is amended to inchrde as an additional insrrred the person(sl or
organization(sl sho\,n in the SchedLrlc, but only with respect to liability lor "bodily iniury,,, or
"propetty dEmaqei caused, in vlhole or in part, by "your \Drk" at the location designated 6nd
described in the Schedule otthis endorsement performed ,or thar additional inst,red and inclltded in
the "prodLrcts-completed operations hazard".
l. The insurance afforded to srrch additional insLjred only applies to the extent permitted by law
and
2. ll coverage provided to the additional insrJred is required by a contrEct or agreement, the
insurance Rfforded to sLrh sdditional insrtrcd will not be broader fian tha, which you are
required by the contract or agreement to provide for such additional insured.
B. Wllh respecl to the insllrance afforded to these additional insrrreds, the following is added to
Sectiorl lll ' Limits Ol lnsuranco:
lf coverage provided to the additionsl insrrred is required by a conftact or agreement, the most !1,€
will pay on hehalJ ot the additional insllred is thc amounl ol insurancel
lnclud€s Copyrigttad lnkrmation ot dre lnsurancs S Prgo I af z
Ottcss. lnc.. wirh its p€rmission All Rights Rss€rv8{l
48t?
sffjF*9
pags 5 of 163
1. Required by lhe cont act or agreement; or
2. Available under the applicable Llmits ol lnsrrrance shoun in the Dcclarations;
whichever is lcss.
This endorsement shall nol increasc lhe applicable Limits ol lnsurancc sho!$ in lhc Declarations
Al other terms and conditions of the policy remain the same
48i 3
Authorized Repies6ni6tive
lnclud€s Copyrightod lnlormanon oI ths lnsurance SBNic€s
Otfcss, lnc.. with its p€mi$ion. All Rights RBs€rved
Page 2 ol :a
I
ffi
Leighton Cortsulting. tnc
POLICYNUMBER: 066463440 ENDORSEMENT
page 6 of 163
COMMERCIAL GENE BAL LIABILITY
cG 20 10 10 01
(1) All ra,ork, including materials, parts or
equipment furnished in connection \ ith
such raork, on the project (other tran
service, maintenance or repairs) to be
performed by or on behal, of the additional
insured(s) at fie sit€ ol the covered
operations has been compleEd; or
12 That ponion of "your rrrork" out oi \ hich
the iniury or damage arises has be6n putto its intended use by any person or
organization other than anotrer contractoror subcontractor eng€ed in periorming
operations for a principal as a pan ol the
same project.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ATDITONAL II\ISI,RED - OIAI\ERS, LESSEES OR
CONTRACTORS - SOIDI.'.ED PERSCT\I OR
ORGAI\IZAIIOt{
This endorsement modifies insurance proMded under the follo\ ing:
COMMERCIAL GENERAT LIABILITY COVERAGE PART
SCHEDULE
Name of Pelson or Oroanization:
AS REOUIRED BY WRITTEN CONTRACT
(lf no entry appears above, information required to complete this endorsement \ ill be shov,n in the Declaratons
as applicable to this endorsement.)
o ISO Propertes, lnc., 20@ Page 'l oI 1 O
A. Ssction ll - Who ls An lnsured is amended to
include as an insured the person or organization
shov\n in the Schedule, but only \{itt respect to
liability arising out o{ your ongoing operations
perlormed Jor t)at insured,
B. Wth respect to the insurance afrorded to these
additional insureds, the lollovring exclusion is
added:
2 E xclusio ns
This insurance does not apply to "bodily in-
iury" or "propeny damage " occurring after:
cG 20 10 10 01
L XSt605
ffiiE$4ftffifr$
pago 8 of 163
ENDORSEMENT
This 6ndorsement. €floctivo 1201 AM an 42@2
Forms r p6rt of policy no.: 06463440
lssu6d to: L6aghon CorBulting, lnc
By: LEX INGTON li{SURAI{CE @l,lPAtiY
PR IMARY/NON CONTR IB UTOR Y ENDORSEMENT
This endorsement modillos insurance provided by the policy:
Notwithstanding any other provision ot rhe policy to the contrary, the insurance afforded by this policy
lor the benellt oJ the Additional lnsured shall he primary insurance, but only !!irh respect to any claim,
loss or liability arising out of the Named lnsured's operations; and any insurance maintained by the
Addirional lnsrrred shall be non-contributing.
Al other terms and conditions ol the policy remain the same.
Authorizsd R epr6s€nt8tiv6 OR
Count€rsignature lln stat€s where applicablel
48/ti
tx9a38 {o8,ro5t
ffi page 10 of 163
ENDORSEMENT
This ondorsoment, offsctivo 12iO1 AM w1412@2
Forms a part of policy no.: 066463{40
lssued to: Loighlon Consulting, lnc
By: LEX lt'lGT0N INSURANCE C0HPANY
WAIVE R OF SUB ROGATION
(BLANKET}
It is agreed that \,/\,e, in the e\,€nt oI a payment under this policy, \ /aive our riqht ol srJbrogation agsinst
any person or organization where the insured has llaived li8bility ol srrch person or organization as part
ol a v\,riften contractual agreement betra€en the insured and srnh person or organization entared into
prior lo the 'occurrence" or offense.
Al olher terms and conditions remain rrnchanged
trTr-
Authoriz6d Representa tiv6 OB
Countersignaturo (ln states where applicablel
48/u
LEXOCC 234111/031
LX04a5
ffi page 12 of 163
ENDORSEMENT
o2t14/2022This andorBemont. ofloctivo l2:Ol AM
Forms a prrt oI policy no.: 663@
lssued to: Leighlon Consuning, lnc.
By: LEXINGT0N INSURANCE CO|'IPANY
CANCELLATION AMENDMENT
ln consideralion of ths premium charged, it is hereby agreed that the cancellation provislon is amended
to 90 days in lierr of (30) days. except lor non-payment ol premium rrrhich remains l'lO) days.
,YFe--
Authorized Representativ€ OR
Countorsignature {ln statos whsro applicablo)
4ll80
1X9586 (O2lO3l
Al other terms and conditions remain Unchanged.
s:ltgtt
H#
This page has been left blanli intentionally
pag6 '1 3 of 163
4881
sfrEf_*
EHIHt1*(Er
page 14 of 163
COIVIMERCIAL 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
l. The following is added to Paragraph A.1.c., Who
ls An lnsured, of SECTION ll - COVERED
AUTOS LIABILITY COVERAGE:
This includes any person or organization who you
are required under a written contract or
agreement between you and thal person or
organization, that is signed by you before the
"bodily iniury" or "property damage" occurs and
that is in effect during the policy period, to nameas an additional insured for Covered Autos
Liability Coverage, but only for damages to which
this insurance applies and only to the e{ent of
that person's or organizalion's liability for the
conduct of anolher "insured".
2. The follo{ving is added to Paragraph 8.5., Other
lnsurance of SECTION lV - BUSINESS AUTO
CONDITIONS:
Regardless of lhe provisions of paragraph a. and
paragraph d. of this part 5. Other lnsurance, this
insurance is primary to and non-contributory with
applicable other insurance under which an
additional insured person or organization is the
first named insured when the written conlract or
agreement between you and that person or
organization, that is signed by you before the
"bodily inlury" or "properly damage' occurs and
that is in effecl during the policy period, requires
this insurance to be primary and non-contributory.
4BB2
cA 14 74 02 16 [ 2016 The Traveiers indemnity Company. All rights resetued
lncludes copyrighled materialof lnsurance Servic€s Oflice lnc. lyith its permission Page 1 of 1
Leighton Consulting, Inc
8A387084312243G
ffi
This page has been left blank iotentionally
page 15 of 163
4{Jii3
Leighton Consulting, lnc
BA3R70A€12243G
Various provisions in this policy restrict coverage.
Read the entire policy carefully to determine rights,
duties and what is and is nol covered.
Throughout this policy the words 'you" and "your"
refer to the Named lnsured 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.
BUSINESS AUTO COVERAGE FORM
page 16 of 163
COMMERCIAL AUTOca 00 01 1013
SECTION I - COVERED AUTOS
Item Two of the Declarations shows the "autos" that
are covered'autos" for each of yorr 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. Descriptlon Of Covered Auto Deslgnatlon
Symbols
Symbol Oescription Of Covered Auto Oeslgnation qlLbglg
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.
Owned Private
Passenger
"Autos" Only
Only the privale passenger "autos" you own. This includes those private
passenger "autos'you acquire ownership of afler 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 afier the policy begins.
5 Owned 'Autos"
Sub.iect To
NoJault
Only lhose'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 afler the policy begins provided they are required to have no-
fault benefits in the state where they are licensed or princi lly garaged
6 Owned ''Autos"
Subject To A
Compulsory
Unin sured
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 cannol reject Uninsured
Motorists Coverage. This includes those "autos" you acquire ownership of afler the
policy begins provided they are subject to the same state uninsured motorists
requirement
7 Specifically
Described
"Autos"
Only those 'autos' described in ltem 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 ltem Three).
8 Hired "Autos"
Only
Only lhose'autos'you lease, hire, rent or borrow. This does not include any "auto'
you lease, hire, rent or borrow from any of your 'employees", parlners (if you are a
partnership), members (if you are a limited liability company)or members of lheir
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.
4iJiJ4
ca 00 01 '1013 O lnsurance Services Office, lnc.,2O11 Pagelofl2
ffi
HEIH*ffi
B. Owned Autos You Acquire After The Policy
Beglns
1. lf Symbols 1,2,3, 4,5, 6 or '19 are entered
next to a coverage in ltem 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 lo a coverage
in ltem 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 acquireit that you want us to cover it for that
coverage.
C. Certaln Trall6rs, Mobile Equipment And
Temporary Substltute Autos
lf Covered Autos Liability Coverage is provided bylhis 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 thepermission 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.
page'17 of 163
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 whieh this insurance applies, caused
by an "accident" and resulting from the ownership,
mainlenance 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 lhere 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 lnsurance has been exhausted
by payment of judgments or settlements.
1. Who ls An lnsured
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 "aulo" you own.
t9 Mobile
Equipment
Subject To
Compulsory Or
Financial
Responsibility
Or Other Motor
Vehicle
lnsurance 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 sublect to a compulsory or
financial responsibility law or other motor vehicle insurance law where they are
licensed or principally garaged.
4BBb
Page 2 ol 12 O lnsurance Services Office, |nc.,201'l cA0001 '1013
HBETJ
tsIJ
(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 'aulo" 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 "aulo'.
(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
extenl of that liability.
2. Coverags Extensions
a. Supplomentary 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 lnsurance.
(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
paymenls do not include attorneys' fees
or attorneys' expenses taxed against the
"insured".
(6) All interest on the full amount of any
judgment that accrues afler entry of thejudgment in any "suit" against the
"insured'we defend, but our duty to pay
interesl ends when we have paid,
offered to pay or deposited in court the
part of the judgment that is within our
Limit of lnsurance
page 18 of 163
These payments will not reduce the Limit of
lnsurance.
b. Out-of-state Coverags Extenslon6
While a covered "auto' is away from the
state where it is licensed, we will:
(l) lncrease the Limit of lnsurance for
Covered Autos Liability Coverage tomeet 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
specifed 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 wll not pay anyone more than once forthe same elements of loss because of
these extensions.
B. Excluslons
This insurance does nol apply to any of the
following:
1. Expected Or lntended lnjury
"Bodily injury" or "property damage" expectedor 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 "properly damage" o@urs
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' Compensatlon
Any obligation for which the "insured" or the"insured's" insurer may be held liable under
any workers' compensation, disability benefitsor unemployment compensation law or any
similar law.
cA 00 01 1013 @ lnsurance Services Office, lnc., 201 ,Page 3 of 12
ffilll{'l;.}t
4. Employse lndemniflcatlon And Employef s
Lla blllty
"Eodily inJUry" to:
a. An "employee" of the 'insured' arising out
of and in lhe 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 sisterof that "employee" as a consequence of
Paragraph a. above.
This exclusion applies:
(1) Whether lhe "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
inlury" to domestic "employees" not entitled to
workers' compensation benefits or to liability
assumed by the "insured" under an "insured
contract". For lhe 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. Follow 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 sisler
of that tellow 'employee' as a consequence
of Paragraph a. above.
6. Care, Custody Or Control
"Property damage- to or "covered pollution costor 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. Handllng 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
page 19 of 163
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 Mechanlcal
Devlce
"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. Operatlons
"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, attachedto or part of a land vehicle that wouldqualiry under the deflnition of 'mobile
equipment' if it were not subject to a
compulsory or fnancial responsibility law or
other motor vehicle insurance law where it
is licensed or principally garaged.
10. Completed Operatlons
'Bodily injury" or "property damage" arising outof your work afler that work has been
compleled or abandoned.
ln 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 al the
eadiest of the following times:
(1) \a/hen 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 al 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 organizalion other than
another contractor or subcontractor
working on the same project.
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Work that may need service, maintenance,
correction, repair or replacemenl, but which is
otherwise complete, will be treated as
completed.
l l . Pollutlon
"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 transporled 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
inlo or onto the covered "auto": or
c. Afrer the 'pollutants' or any propedy in
which the "pollutants" are conlained 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 olher
similar "pollutants" that are needed for or resultfrom the normal electrical, hydraulic or
mechanical functioning of the covered 'auto" or
its parts it:
(l) 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 in1ury', '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".
page 20 of 163
Paragraphs b. and c. above of this exclusion
do not apply to "accidents" lhat occur away
from premises ovmed by or rented to an
"insured" wilh 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 mainlenance 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, ove(urn or damage.
'12. Wat
"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 anactual or expected attack, by any
government, sovereign or olher authority
using military personnel or other agents; or
c. lnsurrection, rebellion, revolution, usurped
power or action taken by governmental
authority in hrndering or defending against
any of these.
13. Racing
Covered "autos'while used in any professional
or organized racing or demolition contest or
stunting aclivity, 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. Limlt Of lnsurance
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 cosl or expense" combined resulting from
any one "accident" as lhe Limit Of lnsurance for
Covered Autos Liability Coverage shown in the
Declaralions.
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All "bodily injury", "property damage" and "covered
pollution cosl or expense" resulting from
continuous or repeated exposure to substantiallythe same conditions will be considered as
resulting from one "accident".
No one will be entitled to recerve duplicate
payments for lhe 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. Comprehenslve Coverage
From any cause except:
(1) The covered "auto's" collision with
another object; or
(2) The covered "auto's" overturn.
b. Specifled Causes Of Loss Goverage
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. Colllsion Coverage
Caused by:
(l) The covered "auto's" collision with
another object; or
(2) The covered 'auto's" overturn.
2. Towlng
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.
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3. Glass Breakage - Hitting A Bird Or Animal -Falllng Obiscts Or Missiles
lf you carry Comprehensive Coverage for the
damaged covered "aulo", 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 lhe option of having glass
breakage caused by a covered "auto's"
collision or overturn considered a "loss" under
Collision Coverage.
4. Coverage Extenslons
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
"aulo" 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. Wewill 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 "aulo" is returned to use
or we pay for its "loss".
b. Loss Of Use Expenses
For Hired Auto Physical Damage, we willpay 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 conlract or
agreement. We will pay for loss of use
expenses if caused by:
(1) Other than collision only if theDeclarations indicates that
Comprehensive Goverage is provided
for any covered "auto';
(2) Speciried Causes Of Loss only if the
Declarations indicates that Spmjfied
Causes Of Loss Coverage is provided
for any covered "auto"; or
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(3) Collision only if the Declarations
indicates that Collision Coverage is
provrded for any covered "auto".
However, the mosl we will pay for any
expenses for loss of use is $20 per day, to
a maximum of $600.
B. Excluslons
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
(l) The explosion of any weapon employing
atomic fission or fusion; or
(2) Nuclear reaction or radiation, or
radioactive contamination, however
caused.
b. War Or Mllltary Action
(l ) 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)lnsurrection, 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 "aulo' is being
prepared for such a contest or activily.
3. We will not pay for "loss" due and confined to:
a. Wear and tear, fteezing, 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 dala electronic
equiPment.
page 22 of 163
b. Any device designed or used to detect
speed-measuring equipment, such as radaror 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 permanenlly
installed, that reproduces. recetves 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 housingany 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" operaling system.
6. We Wll not pay for "loss' to a covered "auto'
due to -diminution in value'.
C. Llmits Of lnsurance
'1. The most we will pay for:
a. "Loss" lo any one covered 'auto" is the
lesser of:
(l) The actual cash value of the damaged
or stolen properly 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 dala
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 "aulo" in a housrng, openrng or
other location that is not normally usedby the 'auto" manufacturer for the
installation of sueh equipment;
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(2) Removable from a permanently installed
housing unit as described in Paragraph
b.(1) above; or
(3) An integral part of such equipmenl as
described in Paragraphs b.(1) and b.(2)
above.
2. An adjustment for depreciation and physical
condition will be made in determining aclual
cash value in the event of a total "loss'.
3. lf a repair or replacement resulls in better than
like kind or quality, we will not pay for the
amount of the betterment.
D. Deductlble
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
Gommon Policy Conditions:
A. Loss Conditions
l. Appraisal For Physlcal Damage Loss
lf you and we disagree on the amount of "loss",
either may dernand an appraisal of the "loss".
ln 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". lf 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.
li we submit to an appraisal, we will still retain
our right to deny the claim.
2. Dutles ln The Event Of Accldent, Claim, Suit
Or Loss
We have no duty to provide coverage underthis policy unless there has been full
compliance with the following duties:
a. ln the event of'accident". claim. "suit'' or
"loss", you must give us or our authorized
represenlative prompt notice of the
"accident" or "loss". lnclude:
(1) How, when and where the "accident" or
"loss" occurred:
page 23 of 163
(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) lmmediately send us copies of anyrequest, demand, order, notice,
summons or legal paper received
concernang 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 informalion.
(5) Submit to examination, at our expense,
by physicians of our choice, as oflen as
we reasonably require.
c. lf there is "loss" to a covered "auto" or its
equipment, you must also do the followingi
(1) Promptly notify the police if the covered
"auto" or any of its equipmenl is stolen.
(2) Take all reasonable steps to protect the
covered .aulo. 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 Actlon Against Us
No one may bring a legal action against us
under thrs 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 llnally been determined byjudgment afrer trial. No one has the right
under this policy to bring us into an action
to determine the "insured's" liability.
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4. Loss Payment - Physlcal 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.
lf 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 Agalnst
Olhers To Ua
lf 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, Mlsrepresentatlon Or Fraud
This Coverage Form is void in any case o,
fraud by you at any time as it relates to this
Coverage Form. lt 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. Llberallzation
lf 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 eftective in your state.
4. No Beneflt To Bailee - Physlcal Damage
Coverages
We will not recognize any assignment or grant
any coverage for the benerit of any person or
organization holding, storing or transporting
property for a fee regardless of any other
provision of thrs Coverage Form.
page 24 of 163
5. Other lnsurance
a. For any covered "auto" you own, thisCoverage Form provides primary
insurance. For any covered "auto" you don'lown, 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 "trailel' 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 nol a covered "auto".
c. Regardless of the provisions of Paragrapha. above, this Coverage Form's Covered
Aulos Liability Coverage is primary for anyliability assumed under an "insured
contract".
d. When this Coverage Form and any other
Coverage Form or policy covers on the
same basrs, either excess or primary. we
will pay only our share. Our share is the
proportion that the Limit of lnsurance 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 Audlt
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 linal premium due and the first
Named lnsured will be billed for the
balance, if any. The due date for the fnal
premium or retrospective premium is the
date shown as the due date on the bill. lf
the estimated total premium exceeds the
final premium due, the first Named lnsured
will get a refund.
b. lf this policy is issued for more than one
year, the premium for lhis Coverage Form
will be computed annually based on our
rates or premiums in effect at the beginning
of each year of the policy.
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7. Pollcy Perlod, Covsrags Torrhory
Under this Coverage Form, we cover
"accrdents" and "losses" occurring:
a. During the policy period shown in the
Declarations; and
b. Within the coverage territory.
Ihe coverage terhtory is:
(1 ) The United States of America;
(2) The territories and possessions of the
United States of Amenca;
(3) Puerto Rico;
(4) Canada; and
(5) Anywhere in the world if a covered
"auto" of the private passenger type is
leased, hired, renled 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, Puerlo 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. Tyyo Or Mor6 Coverage FormE Or Pollcles
lssued By Us
lf this Coverage Form and any other Coverage
Form or policy issued to you by us or any
company affiliated with us applies to lhe same
"accident", the aggregate maximum Limit of
lnsurance under all the Coverage Forms or
policies shall not exce€d the highest applicable
Limit of lnsurance under any one Coverage
Form or policy. This condition does not apply to
any Coverage Form or pdicy issued by us or
an affliated company specifcally 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, 'trailed' or semilrailer
designed for travel on public roads; or
page 25 of 163
2. Any other land vehicle that is subject to a
compulsory or financial responsibility law or
olher motor vehicle insurance law wlere it is
licensed or principally garaged.
Ho\,r,ever, "auto" does nol 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 becauseo, testing for, monitoring, cleaning up,
removing, containing, treating, detoxifying or
neutralizing, or in any way respondang to, or
assessing the etfecls of, 'pollutants'.
'Covered pollution cost or expense' does not
include any cosl or expense arising out of the
actual, alleg€d or threatened discharge, dispersal,
seepage, migration, release or escape of
"pollulants":
a. That are, or that are conlained 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 lhe 'insured": or
(3) Being stored, disposed of, treated or
processed in or upon the covered
"auto";
b. Before lhe "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. Afler the "pollutants" or any property in
which the "pollutants" are contained are
moved from the covered "auto" to the place
where they are fnally delivered, disposed of
or abandoned by the "insured".
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Paragraph a. above does not apply to fuels,
lubricants, fluids, exhaust gases or other
similar "pollutants" that are needed for or resultfrom 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 inlury", "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" nol in or upon a covered "auto"
it.
(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 "aulo"; 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. "lnsured" means any person or organization
qualifying as an insured in the Who ls An lnsured
provision of the applicable coverage. Except with
respect to the Limit of lnsurance, the coverage
afforded applies separately to each insured who is
seeking coverage or against whom a claim or
'suit" is brought.
H. "lnsured contract" means:
1. A lease of premises;
2. A sidetrack agreement;
3, Any easement or license agreemenl, 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;
page 26 of 163
5. That part of any other contract or agreementpe(aining 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 organazation. 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 therental or lease, by you or any of your
"employees", of any "auto". However, such
contract or agreement shall not be consideredan "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 contracl or agreement:
a. That indemnifies a railroad for "bodily injury"or "property damage" arising out of
construction or demolition operations, within50 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 ofan "auto" to you or any of your
"employees", if the "auto" is loaned, leased
or renled 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.
l. "Leased workei'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:
l. 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;
4894
cA000.t 1013 O lnsurance Services Office, lnc., 20'l l Page 11 of 12
EHA,Jffi
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 wellservicing equipmenl; 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. Howsr'er, self+ropelled 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 nol 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.
page 27 of 163
However, "mobile equipment" does not include
land vehicles that are subrect 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 "aulos".
L. "Pollutants" means any solid, liquid, gaseous or
thermal irritant or contaminant, including smoke,
vapor, soot, fumes, acids, alkalis, chemicals and
waste. Waste includes malerials to be recycled,
reconditioned or reclaimed.
M.'Property damage' means damage lo or loss of
use of tangible property.
N. 'Suit' means a civil proceeding in which:
l. 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 cosls or
expenses' are claimed and to which the
"insured" must submil or does submit with
our consent: or
b. Any other allernative 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 as
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or short-
term workload conditions.
P. "Trailer" includes semitrailer.
4895
Pags 12 ot 12 @ lnsurance Services Office, lnc., 2011 cA0001 10'13
page 28 of 163
Leightoh Consulting lnc.
BA387084312243G
COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
BLANKET WAIVER OF SUBROGATION
This erdorsement modifies insurance provided under the following
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
The following replaces Paragraph A.5., Transter of
Rights Of Recovery Agalnst Others To Us, of the
CONDITIONS Section:
5. Transier Of Rights Of Recovery Against Oth-
ers To L.ls
We waive any dght of recovery we may have
against any person or organization to the extent
required of you by a written contract executed
prior to any 'accident" or "loss', provided that the
"accident" or "loss" arises out of the operations
contemplated by such contract The waiver ap-
plies only to the person or organization desig-
nated in such contract.
48gii
cA T3 40 02 15 O2015 lh6 lravolers indemnrty Compsny. Allrqhts res6Ived.
lndudos €opynghted mat€nalof lnsuranc€ Ssrvic€s Oflic€,lnc. wh rls p€rmrsslon
Page 1 of 1
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page 29 of 163
489 t
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page 30 of '163
Leighton Consulling, lnc.
ENDoRSEMENT Wc 990376 ( A)-
pOLlcy t{UMBER: U81 8509981 2243G
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
ENDORSEMENT - CALIFORNIA
(BLANKET WATVER)
We have the righl to rocovor our paymsnls from anyone liable for an iniury coverBd by this pdicy. W6 will not
enforco our right againd the person or organization named in lhe Sch6dule.
The additional premlum for this endorsorn€nt shall be o/. of the Calilornia workors comp€nsatlon pre-
mium.
Schedule
Person or Organization Job Description
.-,
TRAYELERSJ
ANY PERSON OR ORGANIZATION FOR
WHICH THE INSURED HAS AGREED BY
WRITTEN CONTRACT EXECUTED PR]OR
TO I'SS TO E]JRN ISH THIS WAIVER.
WORKERS COMPENSATION
AND
EMPLOYERS LIABILITY POLICY
This endors€ment changes the policy to which it is attachgd and is 6ffectiv6 on the date issu€d unloss otherwise
slated.
(Thc informetion b€low il required only wh6n this ondorBement iB i3Bued sub3equont to preparation ot
tho policy.)
Endorsement Effective Policy No. Endorssment No.lnsured Prsmium
lnsurance Company
489ii
OATE OF ISSUE:ST ASSIGN:
Count6rsign6d by
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page 31 of 163
4899
ffi
Leighlon Consulting, lnc. 006546318
LEXNGTON INSURANCE COMPANY
Administrative Offices: 99 High Streot, Boslon, Massachusstts 02110
Commercial Umbrs116 Liability Policy
Occurrsncg Form
Various proMsions in this policy restrict coverage. Read the entire policy carefully to determine rights,
dudes and \ trat is and is not covered,
Throughout this policy the uords ''you" and "your" refur to the "Named lnsured" shovrr in the
oeclarations and any other person or organization qualitying as an "lnsured" under this policy. The
uords "v\€," "us" and "our" rebr to the company providing this insurance.
Words that appear in quotation marks have special meaning, Rerer to SECTION V - DEFINITIONS.
SECTION I . INSURING AGREEMENT . COMMERCIAL UMBRELLA LIABILITY
A. We \,ill pay on behalf of the "lnsured" those sums in excess of the "Retained Arnount" that the
"lnsured" becomes legally obiigated to pay as damages because of "bodily iniury", "property
damage", or "personal and advertising iniury" to v*rich this insurance applies. The amount v\a \ill
pay is limited as described in SECTION lV - LIMITS OF INSURANCE.
No other obligation or liability to pay sums or perform acts or services is covered unless explicitly
provided lor under SECTION ll - DEFENSE Al'lD SUPPLEMENTAFY PAYMENTS.
B. This policy applies, only if:
1. The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the
"coverage territory"; and
2 The "bodily injury" or "property damage" occurs during the "policy period";
3. The "personal and advertising injury" is caused by offense arising out oI your business, but
only ilthe offense \as committed in the "coverage territory" during the "policy period"; and
4. Prior to the "policy perid", no "lnsured" shov,n in Paragraph J.2.a. ol SECTION V
DEFINITIONS and, no offcer, no manager in your risk management, insurance or legal
depart'nent and no "employee' u,tro was authorized by you to give or receive notice ol an
"occurrence", offense, claim or "suit', knewtlat the "bodily injury" or "property damage" had
occurred, in vrhole or in part, or that an "occurrence" had been committed that caused "personal
and advertising injury", lf such an "lnsured", o{fcer, manager or autltorized "employee" knew
prior to the "policy period', that the "bodily iniury" or 'propert/ damage' had occurred or trat an
"occurrence" had been committed trat caused 'personal and advenising injury", then any
continuation, change or resumption ol such "bodily injury", "property damage" or "personal and
advenising injury" during or a{ter the "policy psriod" vrill be deemed to have been knovfi prior to
the " policy period".
C. "Bodily injury", "property damage", or "personal and advenising injury" which occurs during th€
"policy period" and was not, prior to the "policy period", knov'n to have occurred by any "lnsured"
shovn in Paragraph J.2.a. of SECTION V - DEFINITIONS or any officer. any manager in your risk
management, insurance or legal deparfnent or any "employee" authorized by you to give or
receive notice of an "occurrence", offense, claim or "suit", includes any continuation, change or
resumption ol that "bodily injury", "property damage', or "personal and advertising injury" after
the end ol he "policy period".
D. 'Bodily injury", "property damage' or "personal and advenising injury" \,tll be deemed to have
been knoran to have occurred at the earliest time when any "lnsured" shovtn under Paragraph
J.2.a. of SECTION V, DEFINITIONS, any orfcer, any manager in your risk management. insurance
or legal departrnent or any "employee " vrtro raas authorized by you to give or receive notice of an
"occurrence", offense, claim or "suit":
1. Reports all, or any part, oI the "bodily injury". "property damage" or "personal and advertising
injury" to us or any other insurer;
2 Receives a \ f,itten or \€rbal demand or claim for damages because of the "bodily iniury",
"property damage" or "personal and advenising injury"; or
900
OC.U ER
LX979S ( 1(y051 Paoc 1 ol 24
page 32 of 163
I
I
HHI.IF,;i4gjffiff
page 33 of 163
3, Becomes av\€re by any other means that "bodily iniury" or "propefty 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".
E. Damages because ol "bodily injury" include damages claimed by any person or organization trcr
care, loss of services or death resulting at any time from the "bodily injury".
F. lf v\E are prevented by law or statute tom palng damages covered by this policy on behalf of the
"lnsured", then \€ \ill indemnity the "lnsured" for those sums in excess ol the "Betained
Arnount".
SECTION II - DEFENSE AAI D SUPPLEMENTARY PAYMENTS
A. We r^ill have the right and duty to defund any "suit" against the 'lnsured" that seeks damages for
"bodily injury", "property damage" or "personal and advertising iniury" to v\trich this insurance
applies, even iJ the "suit" is groundless, fulse or lraudulent r,,rhen:
1. The total applicable limits of "scheduled underlying insurance^ and any applicaUe "other
insurance " have been exhausted by payment ol damages to wttich fiis policy applies; or
2 Subject to Paragraph B. o{ this Section ll. the damages sought because ol "bodily injury",
"property damage" or "personal and advenising iniury" uould not be covered by "scheduled
underlying insurance" or any applicable "other insurance". even il the total applicable limits ol
either the "scheduled underlying insurance" or any applicable "other insurance" had not been
exhausted by the payment of damages.
l, Mrg are prevented by law or statute fom assuming the obligations specifed under this provision,
ue nill pay any expenses incurred \ ith our consent,
B. We vrill have no duty to detend the "lnsured' against any "suit" seeking damages lor "bodily
injury", "property damage" or "personal and Edvertising injury" to ntrich this insurance does not
apply, including, but not limiled to, Paragraph W. oI SECTION lll - EXCLUSIONS.
C. Vvhen \ € assume the defunse of any "suit" against the "lnsured" that seeks damaqes to v*rich this
insurance applies, vre \ ill, subject to the limits oI insurancel
1. lnvestigate, negotiate and setde the "suit" as ue deem appropriate; and
2 Pay the lollovring Supplementary Paymsnts to the exEnt that such payments are not covered
by "scheduled underlying insurance" or any applicable "other insurance":
a. Al epenses \ E incur;
b. Premiums on bonds to release attachments lor amounB not exceeding the applicable limits
o, insurance ol this policy, but \ r are not obligated to apply for or furnish any such bond;
c. Premiums on appeal bonds required by law to appeal a iudgement in a "suit" for amounB
not exceeding fie applicable limits of insurance o, this policy, but \E are not obligated to
appiy for or furnish any such bond;
d. All court costs ta)€d against the "lnsured" in the 'suh';
o. Pre-judgment interest av\Erded against the "lnsured" on that part o, the judgment \ ithin the
applicable limiB of insurance o, this policy M€ pay. ll 'ae make an offur to pay the
applicable limit of insurance, \E \ill not pay any pre-iudgment interest accruing after vrr
make such offer;
I. Post-iudgment interest that accrues after enuy o{ judgrnent on trat part ot the judgement
\^ithin the applicable limits of insurance ot this policy \^€ pay and before vre have paid,
offered to pay or deposited in court that part oI tle judgment fiat is nitrin the applicable
limits of insurance of this policy; and
g. The "lnsured's" e)eenses incurred at our request or uith our consent.
D. Except as provided in Paragraph A above, v\E \ill have no duty to deftnd any "suit" against the
"lnsured". We \,ill, ho\ Ever, have the right, but not the duty, to pardcipate in the debnse ol any
"suit" and the investigation ol any claim to wtrich this policy may apply. lf ue exercise this right,
ue nill do so at our oYfi expense.
oc-urlilBR
L X9799 ( 1UO5)Pago 2 ol 24
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page 34 of '163
E. We rrtitl not detnd any "suit", or pay any attorney fues or litigation epenses including, vrithout
limitation, the elpenses described in Parsgraph C.2., above that accrue after the applicaue limits ol
insurance ol this policy have been e*)austed by the psyment ol damages and , E v\ill have the right
to v\ifidraw fom the furher defunse ol such "suit" by endering control of said defunse to the
"lnsured".
sEcTtoN - EXCTUSIONS
This insurance does not apply to:
A. Expected or lntended lnlury
"Bodily injury", or "property damage" epected or intended ftom the standpoint o, the "lnsured".
This exclusion does not apply to "bodily injury" resulting ftom the use of reasonable frorce to
protect persons or property.
B. Contrsctual Liability
"Bodily injury" or "property damage" for \/\hich the "lnsured" is obligated to pay damages by
reason o, the assumption of liability in a contact or agreement. This exclusion does not apply to
liability lor damagesi
1. That the "lnsured" raould have in the absence o{ fie contact or agreementj or
2 Assumed in a conuact or agreernent that is an "insured contact" provided the "bodily injury"
or "property damage" occurs subsequent to the execution oI the contact or agreement. Solely
,or the purposes ol liability assumed in an "insured contract" reasonaUe attorney bes and
necessary litigation eXcenses incurred by or for a party other than an 'lnsured" are deemed to
be damages because ot "bodily injury" or "property damage", and included \ rhin the limits ot
insurance, provided;
8. Liability to such party frcr, or for the cost of, that party's deftnse has also been assumed in
the same "insured contract"; and
b. Such attorney ftes and litigation e&enses are for defunse ol ttat party against a civil or
alternative dispute resolution proceeding in v\ttich damages to which this insurance applies
are alleged.
C. Liquor Liability
"Bodily injury' or "properh/ damage" lor v*rich any "lnsured" may be held liable by re6on ofi
1. Causing or contributing to the intoxication ol any person;
2 The furnishing of alcoholic beverages to a person under the legal drinking age or under the
inffuence of alcohol; or
3 Any statute, ordinance or regulation relating to the sale, gift, distributon or use oi alcoholic
bev6rages.
Ho\€ver, this exclusion \ ill not apply if coverage is provided tor such "bodily injury" or "property
damage" by "scheduled underllng insurance".
Coverage under this policy for such "bodily injury or "property damage" Wll fullow the terms,
defnitions, conditjons and exclusions oJ "scheduled underlying insurance", subiect to the "policy
p€riod", limits o, insurance, premium and all other terms, defnitions, conditions and exclusions ol
this policy. Provided, hov\€ver, that coverage provided by this policy v\ill be no broad€r than the
coverage provided by "scheduled underllng lnsurance ".
D. Workers'Compensation and Similar Laws
Any obliqation oI the "lnsured" under a v\orkers' compensation, disability benefits or unemployment
compensation law or any similar law.
E. E.R.t.S.A.
Any obligation o{ the "lnsured" under the Employee Retirement lncome Security Act of 1974
(including amendments relating to the Consolidated Omnibus Budget Reconciliation Act o, 1985), or
any amendment or revision thereto, or any similar law or regulation.
902
OC,UIVBR
1X9799 11(}051 Pag.3 ot 24
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pags 35 of 163
F. Auto Coverages
1. "Bodily injury" or "property damage" arising out oI the ovfiership, maintenance or use of any
"auto" wtlich is not a "covered auto"; or
2 Any loss, cost or expense payable under or resulting from any frst party physical damage
coverage; n}{ault law personal iniury protection or auto medical payments coverage; or
uninsured or underinsured motorist law
G. Employor's Liability
1. "Bodily iniury" to an 'employee" o, the "lnsured" arising out oJ and in the course of
a. Employment by the "lnsured"; or
b. Perlorming dutjes related to the conduct oJ the "lnsured's" business; or
2 Any claim or "suit" brought by tte spouse, child, parent, brother or sister of that "employee,'
as a consequence oI paragraph 1 abo\€,
This exclusion applies:
1. Vvhether the "lnsured" may be liable as an 6mployer or in any other capacity; and
2 To any obligation to share damages \ith or repay someone else who must pay damages
because of the injury.
This exclusion does not apply to liability assumed by the "lnsured" under an "insured contract,',
Vvith respect to injury arising out o, a "covered auto", this exclusion do€s not apply to ,,bodily
injury" to domestic "employees" not entded to uorker's compensation benefts. For the purpose
of this insurance, a domestic 'employee" is a person engaged in household or domestic \ rork
performed principally in connections vrith a residence premises.
This exclusion does not apply to the extent that valid "scheduled underlying insurance" frcr the
employer's liability risks described above exists or \ould have eisted but tor trre e*taustion of
underlying limiB for "bodily injury".
Cowrage under this policy ,or such "bodily injury or "property damage " \ ,ill follow the terms,
defnitions, conditions and exclusions of "scheduled underlying insurance", subject to the "policy
period", limits of insurance, premium and all other terms, defnitions, conditions and exclusions of
this policy. Provided, hov\€ver, tlat coverage provided by this policy \ill be no broader than the
coverage provided by "scheduled underlying insurance".
H. Employmont Related Practices
Any claim or "suit" alleging or asserting in any respect loss, injury, or damage (including
consequentjal bodily injury) in connection vrith "wongful termination", and/or "discriminaton ",
and/or "serual harassment".
The follouing defnitions apply to this exclusion:
"Wrongful termination" means termination of an smploym6nt relationship in a manner which is
against the law and wongful, or in breach of an implied agreement to continue employmenl.
" Discrimination " means termination oJ an employment relationship or a demoton, or a fuilure orrefusal to hire or promote an individual because o{ race, color, religion, age, sex, disability,pregnancyi natural origin, sexJal orientation or otrer protocted catsqory or charact€ristjc
established pursuant to any applicable fuderal, state, or local law regulation, or ordinance.
"Serual harassment" means unraelcome selual advances and/or requests ficr serual ,avors and/or
other verbal or physical conduct o, a sexual nature that (1) are made a conditjon of employment
andlor 12) are used as a basis frcr employment decisions and/or (3) create a v\ork environment thar
interfu ras \^ifi perJormance.
l. Pollution
This insurance does not apply to:
'1. eny "boaity injury., "property damage" or "personal and advertising injury" arising out o, the
acual, alleged or threatened dischargo, dispersal, seepage, migration, ralease or escape of"pollutants" anyvrfiere at any time;
3
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1X9799 t 10/06)Pasa 4 ot 24
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2 Any loss, cost or ereense arising out of any request, demand, order or statutory or regulatory
requirement that fie "lnsured'' or others test for, monitor, clean up, remove, contain, treat,
detoxi{y or neutralize, or in any \6y respond to, or assess the effects of "pollutants"; or
3. Any loss. cost or e&ense arising out of any ciaim or 'suit" by or on behalf of a governmental
aufrority for dsmages because o, testing for, monitoring, cleaning up, removing, containing,
ueating, detoxifying or neutalizing or in any \Ey responding to, or assessing tre eftects o,
"pollutanE ".
HolEver, Paragraph 1 ol this exclusion rnill not apply if covrerage br such "bodily injury" or
"property damage" as is described in paragraphs 'l through 6 below is provided by "scheduled
underlying insurance" :
1. Products-Comploted Oporations Hazard
Paragraph 'l o, this exclusion does not apply ldth respect to "bodily injury" or "propeny
damage" included within the "producs-completed operations hazard" provided t'rat "your
product" or "your uork" has not at any time been:
a. Discarded, dumped, abandoned. thro\,n av\ay; or
b. Transported, handled, stored, feated, disposed of or processed as v!6ste; by anyone.
2 Hostilo Firo
Paragraph 1 ol this exclusion does not apply vr,ith respect to "bodily injury" or "property
damage" arising out of heat, smoke or fumes fom a "hostile fre".
3. Equipment to Hoat th6 Building and Contrsctor/Lessee Operations
Paragraph 1 ot this exclusion does not apply to:
a. "Bodily iniury" sustained \^ithin a building and caused by smoke, fumes, vapor or soot
fom equipment used to heat the building; or
b. "Bodily in,ury" or "property damage" for \ hich you may be held liable il you are a
confactor and the oyner or lessee of such premises, site or location has been added to
your policy as an additional "lnsured" v\ith respect to your ongoing operalions performed
lor that additional "lnsured" at such premises, site or location, and such premises, site or
location is not and never \ /as ovned or occupied by, or rented or loaned 1o, any "lnsured",
other than the additional "lnsured".
4. Fu6ls, Lubricants and Othor Operating Fluids - Mobilo Equipmont
Paragraph I of this exclusion does not apply to:
8. "Bodily iniury" or "property damage" arising out o{the escape of fuels, lubricants or other
operating fluids that are needed to perlorm normal electrical, hydraulic or mechanical
functions necessary for tre operation ol "mobile equipment" or iG parts it such fuels,
lubricants or ober operating fuids escape ftom a vehicle part designed to hold, store or
receive them, This exception does not apply if the "bodily iniury" or "propeny damage"
arises out ol the intentonal discharge, dispersal or release oI the fuels, lubricants or oher
operating fuids, or if such fuels, lubricanb or other operating fuids are brought on or to
the premises, site or location \ifi the intent that they be discharged, dispersed or released
as part o, the operations being performed by such insured conuactor or subcontractor; or
b. "Bodily lnjury" or "property damage" sustained wirhin a building and caused by the release
of gases, fumes or vapors lrom materials brought into fiat building in connection v\ith
operations being performed by you or on your behalf by a contactor or subcontractor.
5. Fuels, Lub]icsnts, Fluids, stc.'Auto
Paragraph 1 ol this exclusion does not apply to fuels, lubricsnts, ffuids, e*laust gases
or other similar "pollutants" that are needed for or result rrom the normal electrical, hydraulic
or mechanical functioning oJ an "auto" covered by "scheduled underlying insurance" or its
parts, ir:
OC"UMBR
1X9799 l',lo/O5)Pao. 5 ol 24
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page 37 of 163
o. The "pollutants" escape, seep, migrate, or are discharged, dispersed or released directly
lrom an "auto" part designed by its manufacturer to hold, store. receive or dispose o{ such
"pollutants "; and
b. The "bodily injury" or "property damage" does not arise out of the operation of any
equipment shovtrr in Paragraphs 6b and 6c of the defnition of "mobile equipment".
6. Upsot, Ovsrturn or Damage ot an Arto
Paragraph 1 o{ this exclusion does not apply to "occurrences" that take place auay ftom premises
ow'red by or rented to an "insured" \ ith respect to "pollutanb" not in or upon an "auto" covered
by "scheduled underlying insurance" if:
a. The "pollutants" or any property in v.hich the "pollutants" are contained are upset, overtrrned
or damaged as a result ol th6 maintenance or use of an 'auto" covered by "scheduled
underlying insurance"; and
b. The discharge, dispersal, seepage, migration, release or escape ol tho "pollutants" is caused
directly by such upset, ovenurn or damage.
Coverage under this policy for such 'bodily iniury" or "property damage" as is described in
subparagraphs 1 through 6 above \ ill iollow the terms, defnitions, conditions and exclusions o,
"scheduled underlying insurance", subject to the "policy period", limiB ol insurance, premium and
all other terms, defnbons, conditions and exclusions ol this policy. Provided, horaever, frat
co\€rage provided by this policy , ill be no broader than the coverage provided by "scheduled
underlying insurance".
J. Arcraft Or Watercraft
"Bodily injury' or "property damage" arising out of th€ owrership, maintenance, use or entustment
to others ol any aircraft, or watercra{t ovned or operaed by or renEd or loaned to any
"lnsured". Use includes operation and "loading or unloading."
This exclusion applies even i, the claims against any "lnsured" allege negligence or other
\ rongdoing in the supervision, hiring, employment, training or monitoring of others by that
"lnsured", if the "occurrence" which c8used the "bodily iniury" or "property damage" involved the
ov.nership, maintenance. use or entustment to others ol any aircraft, or \ latercraft that is ovmed or
operated by or rented or loaned to any "lnsured".
This exclusion does not aoply to:
1. A vl6tercraJt v\hile ashore on premises yorj owr or rent;
2 A rastercraJt you do not o\,m that is:
a. Less than 26 {eet long; and
b. Not being used to carry persons or property for a charge;
K. W8I
"Bodily intury" "property damage" or "personal and advenising injury", horaever caused, arising
directly or indirecty out 01:
1. War, including undeclared or civil war; or
Z Warlike action by a military frorce, including action in hindering or defunding against an actual or
e&ected attack, by any government, sovereign or other authority using military personnel or
other agents; or
3. lnsurrection, rebellion, revolution, usurped pol er, or acdon taken by governmental authority in
hindering or defunding against any of these.
This exclusion does not aoply to the use or threaten use of "terrorism",
As used in this exclusion, "terrorism" means the use or threatened use oJ force or violence against
person or property, or commission o{ an act dangerous to humsn life or property, or commission o,
an act trat interfures \,rifi or disrupts an electronic or communication system, undertaken by any
person or group, \ hether or not acting on behalf of or in any connection v\ith any organization,
government, po\4€r, aulhority or military force. \ hen the effuct is to intimidate, coerce or harm:
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1. A government;
2 The civilian population of a country, state or communityj or
3. To disrupt the economy o{ a country, stato or community.
So long as the Terrorism Risk lnsurance Act of 2002 (the "Act") is in effect, "terrorism" includes
an act oJ terrorism as defined by Section 102. Defnitions of the Act and any revisions or
amendments thereto.
L. Dsmage to Propsrty
"Property damage" toi
'1. Property:
a' You ohn, rent or occupy, including any costs or expenses incurred by you, or any other
person, organization or entity, for repair, replacement, enhancement, restoration or
mainlenance of such property for any reason, including prevention of injury to a person or
damage to another's property; or
b. Ovrned or transported by tre "lnsured" and arising out of the ovnership, maintenance or
use of a "covered auto";
2 Premises you sell. give av\Ey or abandon, i{ the "property damage" arises out o, any part of
those premises;
3. Property loaned to you;
4. Personal property in the care, custody or contol of the "lnsured";
5. That panicular part of real property on v*rich you or any contactors or subcontractors r^,orking
direcdy or indirecdy on your behal, are periorming operations, if the "property damage" arises
out of those operations; or
6. That panicular pan of any property that must be restored, repaired or replaced because "your
vrork " raas incorrecty performed on it.
Paragraph 2 of this exclusion does not apply if the premises are "your uork" and vrere 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 v\ritlen Trailer
lnterchange Agreement.
Paragraph 6 ol this erclusion does not apply to "property damage" included in tle "products-
completed operations hazard. "
M. Damage to Your Product
"Property damage" to "your product" arising out of it or any pan o, it.
N. Damago to Your Work
'Property damage" to "your raork" arising out of it or any part of it and included in the "products-
completed operations hazard, "
This exclusion does not apply if fie damaged uork or t]e v\ork out ol vrhich the damage arises u6s
per{ormed on your behalf by a subcontractor,
O. Damage to lmpsired Property o/ Property Not Physically lnjured
'Property damage" to "impaired property" or property that has not been physically injured, arising
out of:
1. A debct, defciency, inadequacy or dangerous condition in "your product" or "your \ ork"; or
Z A delay or hilure by you or anyone acting on your behall to perjorm a contact or agreement
in accordance \,ith its terms,
This exclusion does not apply to the loss oI use ol other property arising out of sudden and
accidental physical injury to "your product" or "your uork" after it has been put to its intended
use.
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P. Recall ol P;oducts, Work or lmpaired Property
Damages claimed for any loss, cost or epense incurred by you or others for the loss of use,
vrithdraual, recall, inspection, repair, replacement, adjustrnent, removal or disposal of:
1. "Your product";
2 "You aork"; or
3. "lmpaired property";
if such product, v\Drk or property is ltithdrawr or recalled from the market or from use by anyperson or organization because o, a knov'n or suspected defuct, defciency, inadequacy or
dsngerous condition in it.
O. E lectronic Data
Damages arising out ol 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,
creaEd or used on, or ransmitted to or ftom compuEr softuEre, including systems and applications
soft\ Bre, hard or foppy disks, CD-ROlvls, tapes, drives, cells, data processing devices or any other
media vrhich are used \ ith electonically controlled equipment.
R. Fungus/Mold
"Bodily iniury" or "property damage" or any other loss, cost or expense, including, but not limited
to losses, costs or epenses related to, arising {rom or associaEd v\ith clean-up, remediation,
containment, removal or abatement. caused direcdy or indirectly, in uhole or in pan, by:
1. Any "fungus(i)", "molds(s)", mildewor yeast, or
2 Any "spore(s)" or toxins created or produced by or emanating tom 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 sfucture, or any concentraton o,
moistJre, 1^6ter or ofler liquid Wthin such material, product, building component, building or
sfucture, trlat contains, harbors, nurtjres or acts as a medium ior any "fungus(i)", "mold(s)",
mildew y€ast or "spore(s)" or toxins emanating therefom,
regardless oJ any other cause, event, material, product andior building component that
contributed concurrenty or in any sequence to that "bodily iniury" or "property damage",loss,
cost or e)eense.
For the purpose of this exclusion, the {ollovring definitions are added to the policy:
"Fungus(i)" includes, but is not limited to, any o{ the plants or organisms belonging to the msjor
group fungi, lacking chlorophyll, and including molds, rusts, milde\,s, smuts, and mushrooms.
"t\4old(s)" includes, but is not limited to, any superfcial gro\ th 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
o, any "fungus(i)", "mold(s)", mildew, plants, organisms or microorganisms.
S. Lead
1. "Bodily iniury", "property damage", or "personal and advertising iniury" ,or past. present or
future claims arising in v+tole or in part, either direcdy or indirecdy, out of the manufucture,
distribution, sale, resale, rebranding, installation, repair, removal. encapsulation, abatement,
replacement or handling of, exposure to, ingeston oI or testing lor, lead \,hether or not the lead
is or v!6s at any time airborne as a particle, contained in a product, carried on clothing, inh8led,
transmitEd in sny fashion or round in any form 'ahatsoever;2 The costs ot clean up or removal of lead or products and materials containing lead;
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3. The costs of such actions as may be necessary to monitor, assess and evaluab lhe release or
threat ol same, or lead or prducts and material containing lead;
4. The cost of disposal of Iead substances or the taking of such other action as may be necessary
to temporarily or permanenty prevent, minimize or mitigate damage to the public health or
\ €lfare or to the environment, which may othervJse result; or
5. The cost of compliance r,{th any law or reguladon regarding lead.
T. Asbestos
1. "Bodily injury" in any v\ay arising out of the use by any person or organization o{ or erposure to
asbestos, asbestos products. asbestos fibers or asbestos dust;
2 "Property damage" to real property arising out o{ tte use by any person or organization oI
asbestos, asbestos products, asbestos fbers, asbestos dust, including \ ithout limitation the
costs incurred \^,ith respect to the removal or abatement o{ asbestos, asbestos products,
asbestos fbers or asbestos dust tom or in such resl propety;
3. Any obligation of the "lnsured" to indemnify any party because of damages arising out ot
such "property damage", "bodily injury", sickness, disease, occupational disease, disability,
shock, death, mental anguish or mental iniury, at any time as a result of the manu{actrre of,
mining of, use of, sale oI, removal of, distrifution of, or exposure to asbestos, asbestos
products, asbestos ibers or asbestos dust; or
4. Any obligation to defund any claim or "suit" against the "lnsured" alleging "bodily injury",
sickness, disease, occupational disease, disability, shock, death, ment8l anguish or mental
iniury or "property damage" resultng lrom or contributed to, by any and all manutacture ol,
mining of, use of, sale of, removal or, distribution o{, or eposure to asbestos, asbestos
products, asbestos fbers or asbestos dust,
U. Nuclear
1. "Bodily iniury" or "propefty damage":
a. Wth respect to \ hich an 'lnsured" under fie policy is also an 'lnsured" under a nuclear
energy liability policy issued by Nuclear E nergy Liability lnsurance Association, [\futua|
Atomic Energy Liability Under\^riters, Nuclear lnsurance Association or Canada or any such
policy but for its termination upon et'raustion o, its limit ol liability; or
b. Resulting fom the "hszardous propenies" of "nuclear material" and v\ith respect to wtlich
(i) any person or organization is required to maintain financial prot€ction pursuant to lhe
Atomic Energy Act of 1954, or any law amendatory thereof, ot (ii) the "lnsured" is or had
this policy not been issued 'aould be, entted to indemnify fom the Unit€d States of
Arnerica. or any agency tlereof, under any agreement entered into by the United States of
America, or any agency there oI v\ith any person or organization.
2 "Bodily iniury" or "property damage" resulting trom the 'hazardous propenies of "nuclear
material", ir:
8. The "nuclear material" (i) is at any "nuclear facility" ovned by, or operated by or on behal{
of, an "lnsured" or (ii) has been discharged or dispersed therelrom;
b. The "nuclear material" is contained in "spent fuel" or "naste" at anytime possessed,
handled, used, processed, stored, ransported or disposed o{ by or on behall of the
" lnsured"; or
c. The "bodily injury" or "propeny damage" arises out ot the furnishing by an "lnsured" of
services, materials, parE or equipment in connection with the planning, consvucton,
maintenance, operation or use of any "nuclear facility",
3. "Bodily injury" or "property damage" resulting lrom the intentonal or unintentional detonation ol
any nuclear bomb or nuclear device,
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zt As used in this exclusion, the follolting definitions apply;
s. "Hazardous properties" include radioactive, toxic or e&losive propenjes;
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 Atomic Energy Act of 19& or in any law amendatory thereof;
d. "Spent fuel" means any fuel element of fuel component, solid or liquid v*lich has been
used or erposed to radiation in a "nuclear reactor";
e. "Waste" means any \ /aste material (l) containing "by-product material" other than the
tailings or \ astes produced by lhe extaction or concentration of uranium or thorium form
any ore processed primarily Ior its "source material" content, and (ii) resulting fom the
op€ration by any person or organization of any 'nuclear facility" included under the frst trao
paragraphs of the definidon o, "nuclear facility";
f. "Nuclear facility" means:
(i) Any "nuclear reactor";
(ii) Any equipment or device designed or used for (a) separatng the isotopes or uranium or
plutonium, (b) processing or utilizing "spent fue1", or (c) handling. processing or
packaging "\ €ste";
(iii) Any equipment or deMce used for the processing, labricating or alloying ol "special
nuclear material' if at any time the total amount o, such material in the custody oJ the"lnsured" at tre premises rahere such equipment or device is located consists of or
contains more tlan 25 grams ol plutonium or uranium 233 or any combination thereot.
or more that 25O grams ol uranium 235;
liv) Any structure. basin, excavation, premises or place prepared or used ior the storage or
disposal or " \,1€ste ";
and includes fie site on \ tlich any of the foregoing is located, all operatons conducted on
such site and all premises used for such operations.
V. Securities and Finoncial lntersst
Any liability arising out ot:
1. Any violatior ol any securities law or similar law or any reguladon promulgated thereunder;
2 The purchase, sale, offer ol sale or solicitation of any security. debt, insurance policy, bank
deposit or fnancial 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 fnancial interest or insfument; or
4. Any depreciation or decline in price or value ol any security, debt, insurance policy, bank
deposit or fnancisl interest or instrument.
W. Coverage excluded or Gublimitod by the Scheduled Underlying lnauranco
"Bodily injury", "propeny damage", or "personal and advertising injury" wtrich:
1. ls not covered by the "scheduled underlying insurance" by reason o{ an exclusion contained in
or at any time added to such "scheduled underlying insurance"; or
Z ls in any \ /ay subject to a sublimit wtrich is less tlan t]e limits oJ insurance of such "scheduled
underlying insurance".
X Silica
1. "Bodily injury", sickness, disease. occupational disease, disability. shock, death, mental
anguish or mental injury, and/or any other type of in,ury, loss, cost, damage, or expense
sustained by any person for the real or alleged emergence, contraction, aggravation or
exacerbation o{ any lorm ot silicosis or any other disease oJ the human body caused by,
arising out of, or resulting fom the manufucture, mining, use, sale, removal, or distribution by
909
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any person or organization of silica, silica products, silica fbers or silica dust, or the eleosure
to silica, silica prducts, silica fbers or silica dusu or
2 Any obligation oJ the insured to defend and/or indemnily 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 o{, or resulting fiom the
manufacture of, mining of, use of, sale ol, removal of, distribution of, or e)iposure to silica, silica
products, silica fibers or silica dust.
y. Molation Of Statutos ln Connection Wth S€nding, Transmitting Or Communicating Any
Material Or lnformation
Any claim or "suit" alleging or asserting tlat any act or omission violates any statute. ordinance or
regulation oI any bderal, state or local government, including any amendment o{ or addition to such
lav\,s, fiat includes, addresses or applies to the sending, fansmitting or communicating of any
material or inJormation, by any means \tuhatsoever.
Z. Other Personal and Advsnising lniury
"Personal and advertising iniury":
1. Caused by or at the direction o{ the "lnsured" with the knovuedge that the act uould violate the
rights of another and \ ould inflict "personal and advertising iniury".
Z Arising out of oral or written publication of material, i, done by or at the direction of tle
"lnsured" v\ith knov\,ledge o{ its falsity.
3. Arising out of oral or witten publication of material \^hose frst publication took place before the
beginning of tre policy period,
4. Arising out o, a criminal act committed by or at fie direction oI the "lnsured".
5. For v\hich the "lnsured" has assumed Iiability in a contract or agreement. This exclusion does
not apply to:
a' Liability ,or damages that the "lnsured" raould have in tre absence ol the contract or
agreement; or
b. Liability ,or ,alse arrest, detention or imprisonment assumed in a contract or agreement.
6. Arising out of a breach of contact, except an implied conract to use another's advertising idea
in your " advertisement".
7. Arising out ol the lailure of goods, products or services to confurm \ ,ith any statement of quality
or performance made in your " advertise ment" .
8. Arising out of the \rong description of the price of goods, products or services stated in your
" advertisement".
9. Arising out o, the infringement o, copyright, patent, rademark, trade secret or other intellectual
property rights. Horaever, this exclusion does not apply to inftingement, in your
" advertise me nt", o{ copyright, trade dress or slogan.
10. Committed by an "lnsured" vJlose business is:
a. Ad\r'ertising, broadcasting, publishing or telecasting;
b. Designing or determining content of \ Ebsites lor others; or
c. An internet search, access, content or service provider.
H o\ € ver, this e xclusion does not apply to Paragraphs 1 , 2 and 3 o1 the def nition of " personal
and advertising iniury" in SECTION V - DEFINITIONS.
For the purposes of this exclusion, the placing of frames, borders or links, or advenising, Ior
you or others anyvrhere on tre lnternet, is not by itsell, considered the business oI advenising,
broadcastng, publishing or telecasting.
11. Arising out of an electronic chafoom or bulletin board the "lnsured" hosts, owrs, or over which
the " lnsured " exercises control,
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12 Aising 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 anotrer's potential customers.
SECTION IV - I.IMITS OF INSURANCE
A. The limits of insurance shov\n in ltem 3 of the Declarations and the rules below state tre most r,/1€
v\ill pay lor all Oamages under this policy regardless ot the number ofi
1. "lnsureds " j
Z Claims made or "suits" brought; or
3. Persons or organizations making claims or bringing "suits".
B. The General &gregate Limit is the most M€ v\ill pay lor all damages under this policy, except for:
1. Damages included \ ithin the "prducts-completed operatons hazard"; and
2 Damages b€cause o, "bodily injury" or "property damage" to \ hich this policy applies, caused
by an "occurrence" and resulting ftom the ovrership, maintenance or use of a "covered auto".
C. The Products-Cornpleted Operations Aggregate Limit is $e most v\re \ ill pay ror all damages
included in the 'products-completed operations hazard".
D. Subiect to Parsgraphs B and C above, \hiche\€r applies, the Each Occurrence Limitisthe most
\ e \ ill pay for the sum ol all damages arising out oI any one "occurrence" or oJfunse.
E. Subtect to Paragraphs B and C above, wtricherer applies, the most vr€ v\ill pay for damages under
this policy on behali of any person or organization to v*rom you are obligated by a \ ritEn "insured
contact" to provide insurance such as is afforded by this policy is the lesser o, the limits of
insurance shov'n in ltem 3 of fte Declarations or fle minimum limits of insurance you agreed to
procure in such ',witten "insured contract".
F. This policy applies only in excess of the total applicabie limits ol "scheduled underlying insurance"
and any applicaue "other insurance" whether or not such limits are collectible. lf, hov\ever, a
policy shom in the Schedule o, Underlyrng lnsurance has a limit o, insurance;
1. Greater than the amount shovnn in such schedule, this policy \ill apply in excess oI such
greater amount; or
2 Less than the amount show\ in such schedule, this policy rrill apply in excess ot the amount
shovn in the Schedule of Underlying lnsurance forming a part of this policy.
G. ll the total applicable limits of "scheduled underlying insurance" and any applicable "other
insurance" are reduced or e*rausted by the payment of damages to which this policy applies, ue
vrill:
1. ln the event of reduction, pay damages in excess o{ the remaining total applicable
limits ol "scheduled underlying insurance" and any applicable "otler insurance"; and
2 Subject to Paragraph E of SECTION ll - DEFENSE AND SUPPLEMENTAHY PAYMENTS, in
the event ot e*laustion, continue in lorce as underlying insurance,
H. E &enses incurred to debnd any "suit" or to investigat€ any claim will be in addition to the
applicable limits of insurance ol this policy. Provided, ho,never, trat i, such epenses reduce the
applicabie limits of "scheduled underlying insurance", then such epenses will reduce the
applicable limits ol insurance of this policy,
l. The limits of insurance of this policy apply separately to each consecutive annual period and to any
remaining period o, less han t\ €lve (12) months, beginning , ith the inception date of the "policy
period" shovu'r in the Declarations, unless the "policy period" is exended alter issuance fur an
additional period o, less than tv\,elve (12) months, ln that case. the additional period will be deemed
part ot the last preceding period br purposes of determining the limits of insurance ol this policy.
J. We vlill not make any payment under this policy unless and until:
1. The total applicaue limits of "scheduled underlying insurance" and any applicaue "other
insurance " have been etrausted by the payment oJ damaqes to vhich this policy applies; or
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2 The total applicable "Sell-lnsured Retention" has been satisfed by the payment of damaqes to
\ hich this policy applies.
When the amount of damages has been determined by an agreed settlement or a fnal judgement,
v\e v\ill promptly pay on behalf of fre "lnsured" the amount of damages talling \ ithin the terms of
this policy, An agreed settlement means a settlement and release o, liability signed by us, the
"lnsured" and the claimant or the claimant's legal representative.
SECTION V. DEFINITIONS
A. "Advertjsement" means a notce frat is broadcast or published to fie general public or specifc
market segments about your goods, products or services ,or the purpose of attracting customers or
suoporters. For the purposes oI this defnition:
1. Notices that are published include material placed on the lnternet or on similar electronic means
ol communication; and
2 Regarding \ eb-sites, only that part of a \ ,eb-site trrat is about your goods, products or services
lor the purposes of atEacting customers or supporters is considered an "advertisement".
B. "Auto" means:
1. A land motor vehicle, tailer or semitrailer designed for favel on public roads, including any
attached machinery or equipment; or
2 Any other land vehicle that is subject to a compulsory or fnancial responsibility law or other
motor vehicle insurance law in the state uhere it is licensed or principally garaged.
Hou€ver, "auto" does not include "mobile equipment",
C. "Bodily injury" means bodily intury, disability, sickness, or disease sustained by a person, including
death resulting {rom any oJ these at any time. "Bodily injury" includes mental anguish or other
mental injury resulting fom "bodily injury",
D. " Coverage territory" means:
1. The United States of Arnerica, including its territories and possessions, Puerto Rico and
Canada; or
2 l{ provided by the underlying policy, any\ here else in the \orld ' ith the exception ol any
country or jurisdiction which is subiect to trade or other economic sanction or embargo by the
United States of America.
l, \ ,e are prohibited by law trom providing a defunse in any location described in this defnition and
\ E are obligated to provide such defunse under SECTION ll - DEFENSE AND SUPPLEMENTAHY
PAYMENTS, tae vrill reimburse you lor legal fees and other defunse expenses incurred \,{th our
consent under the terms and conditions of this policy.
ll coverage for a claim under this policy is in violation of any United States of Arnerica's
economic or fade sanction, including, but not limited to, sanctions administered and enforced by
the U.S. Treasury Department's Offce of Foreign Assets Control {"OFAC') then coverage ior that
claim shall be null and vc,id,
E. "Covered auto" means only those "autos" to rahich "scheduled underlying insurance" applies.
F. "Employee" includes a "leased worker", "Employee" does not include a "temporary \orker".
G. "Executive orfcer" means a person holding any of the officer positions created by your charter,
constitution, by-la\ 6 or any other similar governing document.
H. "Hostile fire" means a fire t\at becomes uncontrollable or breaks out fom wtrere it v\as intended
to be.
l. "lmpaired propeny" means tangible property, other than "your product" or "your raork", trat cannot
be used or is less useful because:
1. lt incorporates "your product' or "you aork" that is knov\rr or thought to be defuctive, deficient,
inadequate or dangerous; or
OC"UMBR
1X9799 t 10/06)Pagc 13 ol 24
ffi
Z You have ,ailed to fulfill the terms of a contract or agreement;
il such property can be restored to use by:
1. The repair, replacement, adiusfnent or removal of "your product" or "your raork"; or
2 Your fulfilling the terms of the contract or agreement.
J, " lnsured" means:
1. The "Named lnsured";
2 Except {or liability arising out of the owrership, maintenance, or use oJ "covered autos";
a. lf you are designated in the 0eclarations as:
(1) An individual, you and your spouse are "lnsureds", but only \ ith respect to the conduct
o, a business ol vrlrich you are the sole ouner;
(a A partrrership or,oint venture, you are an "lnsured", Your members and your partners,
and their spouses are also "lnsureds", but only v\ith respect to the conduct ol your
business;
(3) A limited liability company. you are an "lnsured". Your members are also "lnsureds",
but only \ ith respect to the conduct o, your business, Your managers are "lnsureds",
but only \.ith respect to their duties as yo:r managers;
(4) An organization other than a paftlership, joint venture or limited liability company, you
are an "lnsured". Your "executive officers" and directors are "lnsureds", but only \,ith
respect to their duties as your olfcers or directors. Your stockholders are also
"lnsureds", but only Wfi respect to their liability as stockholders;
(5) Afust, you are an "lnsured". Your trustees are also "lnsureds", but only \itrl respect
to their duties as trustees;
b. Your "volunteer raorkers" only r,ttrile performing duties related to the conduct of your
business, Your "employees" other than your "executive oifcers" (iI you are an organization
other than a parErership, jdnt venture or limited liability company) or your managers {if
you are a limited liability company), but only for acts uithin the scope of their employment
by you or uhile performing duties relaEd to the conduct of your business. Ho\ ever, none
of these "employees" or "volunteer v\orkers" are insureds for:
(1) "Bodily injury" or "personal and advertising injury":
(a) To you, to your partners or members (iI you are a part-rership or joint venture), to
your members (i{ you are a limited liability company), 1o s co-"employee" in the
course of his or her employment or perJorming dutes related to the conduct of your
business or to your other "volunteer raorkers" wtrile perrorming duties related to the
conduct ol your business; or any claim or "suit" brought by or on behall of the
spouse, child, parent, brother or sister of that co-"employee' or "volunteer uD{ker"
as a consequence o, such "bodily iniury" or "personal and advenising injury", or;
(b) For wtrich there is any obligaton to share damages vrith or repay someone else
v\ho must pay damages because of the injury described in Paragraphs (1)(i) above.
(a "Property damage" to property:
(s) Ov\ned, occupied or used by,
(b) Rented to, in the care, custody or control of, or over vrtrich physical conrol is being
exercised lor any purpose by you. any ol your "employees", "voluntee aorkers ",
any parher or member {if you are a parhership or joint ventrre), or any member (i{
you are a limited liability company).
c. Any person (other fian your "employee" or "volunteer v\Drker") or organization while acting
as your real estate manager;
d. Your legal representative i{ you die, but only v\ith respect to duties as such. That
representative vrill have all your rights and duties under fiis policy;
13
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page 45 of 163
EfiTEfffi page 46 oI 163
€. Any person or organization, oher fian the 'Named lnsured", included as an additional
"lnsured" under "scheduled underlying insurance", but not lor broader coverage than
\ Duld be afforded by such "scheduled underlying insurance",
3. Only vritrr respect to liability arising out of $e ov'nership, maintenance, or use oJ "covered
autos ";
a. You are an "lnsured";
b. Anyone else v*rile using lrith your permission a "covered auto" you o'an, hire, or borrow is
also an "lnsured" except;
(1) The ovrner or anyone else fom $hom you hire or borrow a "cowred auto". This
exception does not apply i, the "covered auto" is a trailer or semi-trailer connected to a
"covered auto" you o\Ml;
(2 Your "employee" if the 'covered auto" is ovned by that 'employee" or a member oI
his or her househoid;
(3) Someone using a "covered auto' \ trile he or she is vrorking in a business of selling,
servicing, repairing, parking or storing "autos' unless that business is yours;
l4) Anyone other than your "employees", panners (if you are a parhership), members (if
you are a limited liability company), or a lessee or borrov\,er or any of their
"employees", vhile moving property to or from a "covered auto";
{5} A parher (iI you are a parrlership). or a member (if you are a limited liability company)
{or a "cov€red auto" ov'ned by him or her or a member of his or her household;
(6) "Employees" v\ith respect to "bodily injury" to any lellow "employee" ol the "lnsured"
arising out of and in the course of the fullow "smployee's' employment or vrhile
performing duties related to the conduct of your business;
c. Anyone liable for the conduct of an "lnsured" described above is also an 'lnsured", but
only to the extent o{ that liaulity.
4. Not\ ifistanding any oI the above:
a. No person or organization is an "lnsured" \ ith respect to tre conduct of any current, past
or ne\rry brmed parrrership, jdnt venture or limit8d liability company trat is not designated
as a "Named lnsured" in ltem l ol the Declarations; and
b. No person or organization is an "lnsured" under this policy \.tro is not an "lnsured" under
"scheduled underlying insurance",
K. "lnsured contact" means that part o{ any contact or agreement pertaining to your business under
wtrich any "lnsured" assumes the tort liability of another party to pay for "bodily iniury" or "property
damage' to a third person or organization. Tort liability means I liability that '^orJld be imposed by
law in the absence oI any confact or agreement.
"lnsured contract" does not include that part oI any contact or agreement:
1. That indemnifes a railroad ior "bodily iniury' or "property damage" arising out ol constuction
or demolition operations, \ itrin 50 fuet ol any railroad property and alfucting any raikoad bridge
or treste, tracks, road-beds, tinnel, underpass or crossing;
2 That indemnifes an architect, engineer or surveyor lor injury or damage arising o{rt of
a. Preparing. approving, or failing to prepare or approve, maps, shop dra,nings, opinions,
reports, surveys, ield orders, change orders or dra\ ings 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 \hich the "lnsured", il an architect, engineer or surveyor, assumes liability lor an injury
or damage arising out of the "lnsured's" rendering or lailure to render proftssional services,
including those showr in subparagraph 2 above and supervisory, inspection, architectural or
engineering activities.
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page 47 of 163
L. "Loading or unloading" means the handling ot property:
'1. Art€r it is moved f om the place wtlere it is accepted for movement into or onto an aircraft or
v\6te rcraft;
2. Vvhile it is in or on an aircraft or \ Etercraft; or
3. \Mtile it is being moved ftom an aircraft or \ Etercraft to the piace \ trere it is fnally delivered;
but "loading or unloading" does not include the movement of property by means o, a mechanical
device, other than a hand truck, that is not attached to the aircraft or \ atercraft.
M. "Leased raorker" means a person leased to you by 6 labor leasing frm under an agreement
bot\ €en you and the labor leasing frm, to perrorm duties related to the conduct o{ your business.
"Leased raorker" does not include a "temporary \orker".
N. "Mobile €quipment" means any of the follo\ ing types o, land vehicles, including any attached
machinery or equipment:
1. Bulldozers, tarm machinery, forklilB and other vehicles designed br use principally off public
roads;
2 Vehicles mainained for use solely on or next to premises you owr or rent;
3. Vehicies that travel on cra\ ler treads;
It Vehicles. v*rether sell-propelled or not, mainained primarily to provide mobility to permanenty
mounted:
a. Pov\er cranes, shovels, loaders, diggers or drills; or
b. Boad construction or resurlacing equipment such as graders, scrapers or rollers;
5. Vehicles not described in Paragraph 1, 2, 3 o( 4 above that are not self-propelled and are
maintained primarily to provide mobility to permanenty attached equipment of the {ollowing
types:
a. Air compressors, pumps and generators, including spraying, raelding, building cleaning,
geophysical eploradon, lightng and \ ell servicing equipment; or
b. Cheny pickers and similar devices used to raise or lo\^rr \^orkers;
6. Vehicles not described in Paragraph 1, 2, 3 or 4 above maintained primarily lor purposes other
ftan the transponation of persons or cargo.
Ho\^€ver, sell-propelled vehicles vrith the follouing types oJ permanenty attached equipment
are not "mobile equipment". but \ ill be considered 'autos":
a. Equipment designed primarily for:
li) Snow removal;
(ii) Road maintenance, but not construction or resurlacing; or
(iii) Steet cleaning;
b. Cheny pickers and similar devices mounted on automobile or truck chassis and used to
raise or lo\ Er \ orkers; and
c. Ar compressors, pumps and generators, including spraying, vl,elding, building cleaning,
geophysical exploration, lighting and raell servicing equipment.
Hov\pver, "mobile equipment" does not include l8nd 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 8 compulsory or fnancial responsibility law or other
moto( vehicle insurance laware considered "autos".
O. "Named lnsured" means:
1. Any person or organization designated in ltem 1 ot the Declarations;
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2 Any organization in \+lich you maintain an interest o{ more than ffty percent (50o/o) and Vrtrich
is included as a named insured under "scheduled underlying insurance", as o{ the eflective
date oJ this policy and to vrtrich more specilic insurance does not apply, provided that this
policy does not apply to any "bodily injury" or "property damage" fiat occurred or any "
personal and advertising iniury" that \ /as caused by an "occurrence" trat v,\as committed
be{ore you acquired or formed such organization or after you ceased to maintain an interest o{
more than ffty percent (50%) in such organization; and
3. Any organization, except Ior a parhership, joint venture or limited liability company, that you
acquire or form during the "policy period" in r,,ttrich you maintain an interest of more than fifty
percent (5O%) and to v*rich more specifc insurance does not apply, provided that:
a. Such organization is included as a named insured under "scheduled underlying insurance";
b. This policy does not apply to any "bodily injury" or "property damage" that occurred or any
"personal and advertsing injury" that uas caused by an "occurrence" that \ as committed
before you acquired or lormed such organization or after you ceased to maintain an interest
of more than ffty percent (50o/o) in such organizadon; and
c. You give us prompt notice after you acquire or fcrm such organization.
Subject to the provisions of Paragraphs 3a, 3b and 3c above, a parhership, joint venture or
limited liability company that you acquire or form during the "policy period" may be added as
an "lnsured" only by a witten endorsement that \ e make a part o{ this policy.
We may, at our option, make an additional premium charge for any organization that you
acquire or form during the "policy period".
P. "Occurrence" means:
1. As respects "bodily injury" or "property damage", an accident, including continuous or
repeated eposure to substantially the same general harmful conditions. All such e)eosure to
substantjally the same general harmful conditions v\ill be deemed to arise out of one
" occurrence ".
ln the event o{ continuing or progressively deterioradng damage over any length o, time, such
damage shall be deemed to be one "occurrence", and shall be deemed to occur only when
such damage first commences.
2 As respects "personal and advenising injury", an offense arising out o{ your business that
causes "personal and advenising injury". All damages that arise fom the same. related or
repeated iniurious material or act \,ill be deemed to arise out ol one "occurrence", regardless
of the fequency or repetition thereol, the number and kind of media used and the number o{
claimants.
O. "Other insurance" means a valid and collectible policy ol insurance providing coverage for
damages covered in \hole or in part by this policy.
Hou€ver, "other insurance" does not include "scheduled underlying insurance", the "Self-lnsured
Retention" or any policy ol insurance specifically purchased to be excess ol this policy affording
coverage that this policy also affords.
R. "Personal and advertising injury" means iniury arising out of your business, including consequenfal
"bodily injury", arising out ol one or more o, the iollo\ ing of{enses:
1. False arrest, detention or imprisonment;
2 Malicious prosecution;
3. The urongful eviction ftom, wongful enfy into, or invasion of the right of private occupancy o{
a room, d\ Elling or premises that a person occupies committed by or on behal{ of its owrer,
landlord or lessor;
4. Oral or witten 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;
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5' Oral or witEn publication, in any mannsr, of material trst violates a person's right ot privacy;
6. The use of another's advertising idea in your "advertisement"; or
7. lnlringement upon another's copyright, trade dress or slogan in your "adlertsement'.
S. "Policy period" rneans the period ol time ftom the inception date shovfi in ltem 2 ol the
Declarations to the earlier oI the erpiration date shov{"r in ltem 2 or lhe Declarations or the effuctive
date oI terminalion of tlis policy.
T. "Pollutants" means any solid, liquid, gaseous or ftermal irritant or contaminant including smoke,
vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled,
reconditioned or reclaimed,
U. "Products-completed operations hazard" means all "bodily injury" and "property damage" occurring
a\ 6y lrom premises you owl or rent and arising out ol "your product" or "your \ ork" except:
1. Produc8 that are still in your physical possession; or
2 Work that has not yet been completed or abandoned, Horaever, 'your v\ork " rdll be deemed
completed at the earliest of the lollo\ ing times:
a. Wtren all oI the uork called Jor in }r'our contract has been completed;
b. Vlhen all ol the \ ,ork to be done at the iob site has been completed il your contract calls tor
v\ork at more than one job site; or
c. Vvhen that part of the u/ork done at a iob siie has been put to iB intended use by any
person or organization other than another contactor or subcontractor \a,orking on the same
proiect.
Work that may need service, maintenance, correction, repair or replacement, but vfiich is
other\ ise complete, \ ill be feaed as completed.
" Products-completed operations hazard" does not include "bodily injury" or "property damage',
arising out ot:
1. The fansponadon of property, unless the injury or damage arises out o, a condidon in or on a
vehicle not ovned or operated by you and that condition ms created by the loading or
unloading (meaning "loading or unloading" but \^,ith respect to a vehicle) o, fiat vehicle by any
" lnsured"; or
2 The exis@nce o, tools, uninstalled equipment or abandoned or unused materials.
V. "Property damage" means:
1. Physical iniury to tangible property, including all resulting loss ofuse of$at property. Al such
loss of use v\ill be deemed to occur at the tjme ol the physical iniury that caused iU or
2 Loss ot use o, tangible property trat is not physically injured. All such loss of use \ ill be
deemed to occur at the time oI the "occurrence" that caused it.
For the purposes of this insurance. elecfronic data is not tangible property.
,As used in this definition, electronic data means intormation, bcts or programs stored as or on,
created or used on, or transmitted to or ftom computer soft\ €re, including systems and applications
soft\,iare, hard or noppy disks, CD-ROI\tS, tapes, drives, cells, data processing devices or any
other media v*rich are used \ ith electronically conrolled equipment.
W. 'Retained Amount" means:
l The total applicaue limits ol "scheduled underllng insurance" (plus any "SelJ-lnsured" retention
applicaue thereto) and any applicable "other insurance" providing corerage to the "lnsured"; or
2 The "Selt-lnsured Retention" applicable to each "occurrence" that resulB in damages not
covered by 'scheduled underlying insurance" nor any applicable "other insurance" providing
coverage to the "lnsured ".
11
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1X9799 { l CyO5t Pss. 1a of 24
I
ffi page 50 of 163
X. "Scheduled underlying insurance" means:
1. The policy or policies o{ insurance and limiB ot insurance (plus any selfinsured retention
applicaue thereto) shovn in the Schedule of Underlying lnsurance; and
2 Automatcally any reneraal or replacement of any policy in Paragraph 1 above, provided that
such renerael or replacement provides equivalent coverage to and aftords limits o, insurance
equal to or greater than the policy being reneued or replaced.
"Scheduled underlying insurance" does not include a policy ol insurance specifically purchased to
be excess of this policy affording coverage that this policy also affords.
Y. "Self-lnsured Retention" means the amount that is shov'n in lEm 4 of the Declarations.
Z. "Suit" means a civil proceeding in r,fiich damages because of "Bodily lnjury", "Properfy Damage",
or "personal and advertsing injury" to v$ich this policy applies are alleged. "Suit" includes:
1. An arbifa{on proceeding in rahich such damages are claimed and to \ }rich the "lnsured" must
submit or does submit v\ilh our consent; or
2 Any other alternative dispute resolution proceeding in v\hich such damages are claimed and to
\ hich the "lnsured" submits \ ith our consent.
AA. "Temporary vrorker" means a person vrho is furnished to you to substituE lor a permanent
"employee " on leare or to meet seasonal or short-term vrorkload conditions .
BB."Volunteer vr,orker" means a person \ ho is not your "employee" and \ ho donates his or her raork
and acts at the direction ol and v\ithin the scope of dutjes determined by you, and is not paid a fue,
salary or other compensation by you or anyone else br their v\Drk performed for you.
CC."Your product' means:
1. Any goods or products, other than real propgrty, manufuctured, sold, handled, distrifuted or
disposed ol by:
a. You;
b. Others trading under your name; or
c. A person or organization vrtrose business or assets yoJ have acquked; and
e Containers (other than vehicles), materials, parts or equipment furnished in connection \ ith
such goods or products.
"Your product" includes:
1. Warranties or representations made at any time vrith respect to the fitness, quality, durability,
pertormance or use of "your product"; and
2 The providing of or failure to provide \ /arnings or instructions.
"Your product" does not include \€nding machines or other property ronted to or located br the
use of others but not sold.
DD."Your \ ork" means:
1. Work or operatjons performed by you or on your behalr; and
2 Materials, parts or equipment furnished in connecton with such \ ork or operations.
"Your \ ork" includes:
1. Warranties or representations made at any time vrith respect to fie ftress, quality, durability,
per{ormance or use o{ "Your Work"; and
2 The providing o, or lailure to provide v\arnings or instuctions.
SECTION VI . CONDITIONS
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A. Appeals
ln the event the first Named lnsured or the irst Named lnsured's underlying insurer (if applicable)
elect(s) not to appeal a judgement in excess of the "Retained Amount", \ r may elect to make
such appeal at our o\n cost and e&ense, and \E 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.
B. Examination of Your Books and Records
We may audit and examine your books and records as they relate to this policy at any time during
the period ol this policy and ,or up to $ree (3) years after the e),eiration or termination o, this
policy.
C. B ankruptcy or lnaolvoncy
Your receivership bankruptcy, insolvency or inability to pay or the receivership bankruptcy,
insolvency or inability to pay o{ any of your underlying insurers raill not relieve us ,rom the payment
of damages covered by this policy. But under no circumstances \,(ill such receivership bankruptcy,
insolv6ncy or inability to pay in any \4/ay increase or expand our liability or require us to droo donn,
replace d assume any obligation under "scheduled underlying insurance".
D. Cancellation
1. The frst Named lnsured shovfi in the Declarations may cancel this policy by mailing or
delivering to us advance witten notice of cancellation.
Z We may cancel this policy by mailing or delivering to the frst Named lnsured written notice o,
cancellation at least:
a. 10 days belore the efbctive date ol cancellation i{ ue cancel for nonpayment of premium; or
b. 3O days before the elfective date of cancellation if v\€ cancel lor any other reason.
3. We rdll mail or deliver our notice to the frst Named lnsured's last mailing address knovu'r to us.
4. Notice ot cancellation r ill state the effective date ol cancellation. The 'policy period" \,rill end
on $at date.
5. l{ this policy is canceled, rae rMll send fie first Named lnsured any premium refund due. lf \ E
cancel, the refund \ ill be pro rata. lf the 6rst Named lnsured cancels, earned premium v\,ill be
calculated in accordance uith the customary short-rate table and procedure, or the Minimum
Earned premium at lnception of the policy shovm in lbm b o, the Declarations, wtrich ever is
greater. The cancellation rajll be effective even if v\E have not made or oflered a refund.
6. lf notice is mailed, prool of mailing \^ill b€ sufficient proof of notice.
E. Chango ln Control
lf during the "policy period"
1. the first Named lnsured designated in llem 1 o, the Declarations consolidates \Aith or merges
into, or sells all or subGtantially all of its assets to any person or entjty; or
2 any person or entty acquires an amount of the outstanding o\^nership interests representing
more than 50% of the voting or designation po\aer tcr the election of directors o{ the frst
Named lnsured designated in hem 1 of the Declarations, or acquires the voting or designation
rights of such an amount oI oranership interests;
This policy \ill contjnue in full frorce and effect as to "bodily injury" and "propeny damage" that
occur prior to the etfective date of such transaction and "personal and advenising injury" caused
by an "occurrence" that takes place prior to the eftective date of such transaction. There vrill be
no coverage afforded by this policy for "bodily injury" or "property damage" that occurs on or afterthe e{leaive date o, such tansaction and "personal and advenising injury" caused by an"occurrence" that takes place on or arter the efhctive date of such transaction.
9
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F. Changes
Notice to or knoniedge possessed by any person shall not sffect a \^6iver or change in any part of
this policy or stop us fom asserting any rights under the terms o{ tris policy, nor shall the terms of
this policy be uaived or changed, except by endorsement issued to form a part hereof, signed by
an authorized representative of the Company.
G. Dutes in the Evsnt of an Occurrsnce, Claim or Suit
1. You must see to it $at \ e are notifed 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:
a. How, v\hen and v*rere the "occurrence" took place;
b. The names and addresses oI any injured persons and any uitnesses; and
c. The nature and location of any injury or damage arising out of tr]e "occurrence".
2 lf a claim is made or "suit" is brought against any "lnsured" \hich is reasonably likely to
involve this policy, you must notify us in \ riting as soon as practicable on the assumption that
an "lnsured" is liable for the damages claimed,
Written notice should be mailed or delivered to:
AIG-Letngton
c/o ACPC
P.O, Box 2931 18
Nashville, TN 3722931 18
Claim reporting inlormation can also be found on our uebsite, www.texinqtoninsurance.com
3. You and any other involved "lnsured" must:
a. lmmediately send us copies of any demands, notices, summonses or legal papers received
in connection !\itr the claim or "Suit";
b. Authorize us to obtain records and otler inlormation;
c. Cooperate vr,ith us in the investigation, setdement or detense of the claim or "Suit"; and
d. Assist us, upon our request, in the enforcement o{ any right against any person or
organization that may be liable to the "lnsured" because o{ iniury or damage to which this
insurance may also apply.
4. No "lnsured" v\ill, except at that "lnsured's" owr cost, voluntarily make a payment, assume any
obligation or incur any elpense, other than ,or frst aid, \.,ithout our consent.
H. lnspection
We have he right, but are not obligated, to inspect your premises and operations at any time. Our
inspections are not salety 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 u€find, We may also recommend changes. We do not. ho\Ever, undertake to per{orm the duty oI
any person or organization to provide for the health or safuty o{ your "employees" or the public.
We do not vvarrant the health and saftty conditons ol your premises or operations or represent that
your premises or operations comply vrith la'n6, regulations, codes or standards.
l. Legal Actions Against Us
No person or organization has a right under this poiicy;
1. To join us as a party or otheruise bring us into a "suit" asking {,or damages Irom an "lnsured";
or
2 To sue us under this policy unless all of its terms have been fully complied \ ith.
A person or organization may sue us to recover on an agreed settlement or on a final judgment
against an "lnsured"; but v\e v\,ill not be liable {or damages that are not payable under this policy or
that are in excess o, the applicable limits of insurance oI this policy, An agreed settlement means
a settlement and release of liability signed by us, the "lnsured" and the claimant or the claimant's
legal representative.
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J. Maintsnance of Schsdulod Underlying lnsurance
You agree that during the "policy period"i
1. You nrill keep "scheduled underllng insurance" in full furce and efbct;
2 The terms, defnitjons, conditions and exclusions of "scheduled underlying insurance' v\ill not
materially change;
3. The total applicaUe limia or "scheduled underlying insurance" v\ill not decrease, except for any
reduction or e*taustion ot aggregate limits by payment of damages to \ hich tlis policy applies.
4. Any rene\€ls or replacements ol "scheduled underlying insurance'' vrill provide equivalent
coverage to and afford limits oI insurance equal to or greater flan the policy being rener €d or
replaced.
lf you fail to comply v\ih these requirements, rae vrill be liable only to the same ext€nt that \ €
\nDuld have, had you fully complied vrith thes€ requirements.
K. Other lnsurance
ll other valid and collectible insurance applies to damages that are also co\€red by this policy, this
policy \,till apply excess ol the "other insurance". Ho\^Ever, fiis provision r,r'ill not apply i, the other
insurance is specifically witten to be excess of this policy.
L. Premium and Audit
1. We vr,ill compute all premiums for this policy in accordance rrrith our rules and rates.
2 ll the premium fror this policy is a iat premium, it is not subiect to adjustment, except that
additional premiums may be required for any additional exposure and/or "lnsureds", or as
provided lor in Condition D Cancellation. The premium shovn in ltem 5 ofthe Declarations as
the Total Advance Premium is a deposit premium only. ll the policy is subject to audit
adjustment, the actJal eposure base \ ill be used to compute the earned premium. lI the
learned premium is greater than the Advance Premium, the frst Named lnsured rr,ill pay the
difference to us due and payable upon notice. Subject to the Annual Mnimum Premium showl
in ltem 5 oI the Declarations, if the earned premium is less than the Total Advance Premium,
v\e \ ill return th€ dilference to the first Named lnsured.
3. The frst Named lnsured must keep records oJ the inrormation rae need for premium
computation, and send us copies at such times as v\e may request. The frst Named lnsured
shov'n on tte Declarations is responsible for the payment ol all premiums and rrrill be the payee
for any return premiums vre pay.
M. Baprssontations ol Fraud
By accepting this policy, you agree:
1. The stabments in the Declaratons are accurate and complee;
2 Thos€ statemenB are based upon representations you made to us;
3. We have issued this policy in reliance upon your representations; and
4. This policy is void in any case of lraud by you as it relates to this policy or any claim or "suit"
under this policy.
N. Separation ol "lnsureds "
Except \ ith respect to the limits o, insurance of this policy and rights or dutes specifically
assigned to the frst Named lnsured designated in hem 1 of the Declarations, this insurance applies:
1. fu i, each "Named lnsured" \ ere the only "Named lnsured"; and
2 Separately to each "lnsured" against vfiom claim is made or "Suit" is brought.
O. Transfer ol Rights of Hecovery
1. lt any "lnsured" has rights to recover all or pan of any payment rae have made under this
policy, those rights are tansrerred to us. The "lnsured" must do nothing after loss to impair
these righG and must help us enforce them.
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2 Any recoveries \ ill be applied as bllovrs:
a. Any person or organization, including the "lnsured", that has paid an amount in excess oI
the applicable limits oI insurance of this policy v\,ill be reimbursed first;
b. We then will be reimbursed up to the amount vre have paid; and
c. Lasdy, any person or organization, including the "lnsured" that has paid an amount over
\ hich this policy is excess is entited to claim the remainder,
Epenses incurred in the exercise o{ righb ot recovery \,ill be apportoned among the persons or
organizations, including the "lnsured", in the ratio o, their respective recoveries as finally setded.
3. lI, prior to tre tme ol an "occurrence', you and the insurer of "scheduled underlying
insurance" \46ive any right o, recovery against a specifc person or organization for injury or
damage as required under an "insured contract", \€ v\.ill also \ Eive any rights \19 may have
against such person or organization.
P. Transfer o, Your Rights and Duties
Your righB and duties under this policy may not be tsansfurred \ ittout our witEn consent.
lf you die or are legally declared bankrupt, your rights and duties \ ill be ransfurred to your legal
representative, but only v\ttile acting \ ithin the scope oI duties as your legal representative.
Honever, notice o{ cancellation sent to the first "Named lnsured" designated in ltem 1 of tte
Declarations and mailed to the address shovvl in this policy \^,ill be sulfcient notice to eflect
cancellation ot this policy.
O. Service ol Suit
It is agreed trat in the event ol our failure to pay any amount clairned to be due hereunder, \ €, at
the request ol the "lnsured", \ill submit jurisdiction of a court o, competent jurisdiction raithin the
United States. Nothing in this condition constitut€s or should be understood to constitule a \^€iver
oI our rights to commence an action in any court of competent iurisdiction in the United Sutes, to
remove an action to a United StaEs District Coun or to seek a tansfer of a case to another court
as permitted by the lavrs o, the United States or ol any state in the United States. lt is further
agreed that service of process may be made upon Counsel, Legal Department, Lexington Insurance
Company, 99 High Steet, Boston. Massachusetts 021'10, or his or her representative, and that in
any "suit" institubd against us, upon lhis policy, \,1€ \ill abide by the fnal decision o, such court oroi an appellate coun in the event of an appeal.
Funher, pursuant to any statute of any state, territory, or district of the UniEd States \ hich makes
provision therelor, v\€ hereby designate the Superintendent, Commissioner, Director ol lnsurance.
or other offcer specifed ,or flat purpose in fie statute. or his or her successor or successors in
office as our true and lawful attorney upon rahom may be served any lawrul process in any action,
"suh" or proceeding instituted by or on behalf oJ you or any benefciary hereunder arising out offiis contract oI insurance, and hereby designaE the Counsel, Legal Department, Lexington
Insurance Company,99 High Sreet, Boston. Massachusetts 02110, as the person to \hom the
said officer is authorized to mail such process or a true copy thereol.
B. Arbitation
Not\ ifistanding Condition O. Service o{ Suit, above. in the event of a disagreement as to the
interpretation of this policy (except \ifr regard to whether tris policy is void or voidable), it is
mutually agreed that such dispute shall be submitted to binding arbitation before a psnel of three
{3) Arbitrators consisting of tno (2) pany-norninated (non-impanial) Arbitrators and a third (impanial)
Arbitrator {hereinart€r "umpire") as the sole and exclusive remedy,
The party desiring arbiration of a dispute shall notify the other party, said notce including the
name, address and occupation o{ the Arbitrator nominated by the demanding party. The oher party
shall, v\ithin 30 days follo\,ing receipt ol the demand, notify in \ riting the demanding party of the
name, address and occupation of the Abitrator nominated by it, The t' o (2) arbifators so selecGd
shall, \ ilhin 30 days of the appointrnent o{ the second Arbitrator, select an umpire. l{ the Arbitrators
are unable to agree upon an umpire, the selection of the umpire shall be submitted to the Judicial
Arbitraton 8nd l\4ediation Services (hereinafEr, "JAMS"). Thg umpire shall be selected in
accordance v th Rule 15 {as may be amended ftom time to time) ol the JAMS Comprehensive
Arbitration Rules and Procedures {or the selecton of a sole arbivator.
OC.UMBR
1X9799 { 1C105) Pas. B ol 24
I
ffi page 55 of 163
The panies sh€ll submit their cases to the panel by witten and oral evidence at a hearing time and
place selected by the umpire. Said hearings shall be held Wthin 30 days of the selection of the
umpire. The panel shall be relieved oI all judicial ,ormality, shall not be obligated to adhere to the
suict rules o, law or of eMdence, shall seek to enbrce the intent of the panies hereto and may
refur to, but are not limited to. relevant legal principles. The decision o, at least tuo (2) oI the
three (3) panel members shall be binding and fnal and not subject to appeal except for grounds of
ftaud and gross misconduct by the Arbitrators. The araard \^ill be issued v\ithin 30 days of the
close of the hearings, Each party shall bear epenses o, its designated Arbitrator and shall jointy
and equally share vrift the ofier the e4ense ol the umpire and the arbitration.
The arbitation proceeding shall take place in the vicinity of the frst Named lnsured's mailing
address as shov,n in the oeclarations or such other place as may be mutually agreed by the first
Named lnsured and us, The procedural rules applicable to this arbiration shall, except as provided
otrer\^ise herein, be in accordance uih the JAt\tS Comprehensive Arbitration Rules and
Procedures.
lN WTNESS WHEREOF, v\e have caused this policy to be executed and attested, but this policy will
not be valid unless countersigned by one ol our duly authorized representatives, \ here required by law
,4,k --t 't4..Y. e}+- Presldent -'
3
OC.UMBR
1X9799 t 10/05)Pago 24 o( 24