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2022/02/14 Leighton Consulting, Inc. (25)FL+_+L4:iJl1itrd$ pag6 2 of 55 Client#: 1257049 3O5LEIGHGHO a125t2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFOFMATION ONLY ANO CONFEBS NO FIGHTS UPON THE CEBTIFICATE HOLOEB. THIS CEFTIFICATE DOES NOT AFFIFMATIVELY OR NEGATIVELY AMEND. EXTEND OB ALTER THE COVEHAGE AFFOROED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSUBANCE OOES NOT CONSTITUTE A CONTBACT BETWEEN THE ISSUINC INSUBER(S), AUTHOBIZED BEPRESENTATIVE OB PROOUCEB. AND THE CEBTIFICATE HOLOEB. IMPOFTANT: if th. carlllicale holder ie an ADDITIONA[INSUREO, lha pollcy(io6) musl havo AOOITIONAL INSUFEO provl.ionr oi bs ehdor.od It SUBBOGATION lS WAIVED, rubiect lo lhe t.rms rnd condltlons of th. policy, cenrln pollcl.a mry roqulro an .ndor6.ment, A atrt'm6hl on thir cortillcate doas not conlor any righta to the c€rtllicEl. holder in li.u ol such sndorsem.nt(6), McGrlll lnsuranco Servlces 130 Thoory, Sle. 2OO lrvlne, CA 92517 714 941-2800 {rC, t{o, EIl) iiffi Ess certscA @Mccrltt.com INSUA EN(S) AFFOFOING COVEBAGE L.xlngton lnsurancG Company lrav€l6rB Propany Casualty Co o, Amcr TravclGrs lndrmnlly Co ot CT '19437 25674 256€2Lolghton Consulling, lnc 17781 Cowan, Sto. 1m lrvlne. CA 92614-6009 III6UAEA B INSUBEB O I ACORD., CERTIFICATE OF LIABILIW INSURANCE COVEFAGES CEBTIFICATE NUMBEB THIS IS TO CERTIFY THAT THE PoUCIES OF INSUBANCE LISIED BELOW HAVE BEEN ISSUEO TO THE INSUBED MMED ABOVE FOB THE POLICY PENOD INDICATED NOTWITHSfANDING ANY BEOUIPEMENT, IERM OH CONDITION OF AI'f/ CONIFACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICAIE MAY 8E ISSUED OB MAY PERTAIN, THE INSUFANCE AFFOHDED 8Y IHE POLICIES DESCFIIBED HEBEIN IS SUBJECT TO ALI THE TERMS. EXCLI'SIONS ANO CONDITIONS OF SLrcH POLICIES LIMITS SHOWN MAY HAVE BEEN PEOUCED BY PAID CLAIMS A ;l COnrencrlr- cextner- r-reerunv -I- ",o r".uoou X l o""u* X BuPD Dod: $25,OOo GEN! AGGFEGAIE LIMII APPLIES PE'I l,*,", fi 5P& [[i,-o" ] .''.q. -AUIOMOBTLE LABIIITY X uv ruro AL]TCIS ONLYv FIIRED SCIIEOULED NON,OWNEO POLICY NUMBER 065463440 PbLEY EFF PoLrcv ExP(Mit/oo/YYYY) (M r!/VODTY YYY) 4l2AZl tr2/14t202fl E cH occLrFFENcE DAMAGE TO FENTEDPqEMEES (E. ccuaonc.lT'vEo EXP (Anyon.Fsn PBoDUcrs coMP/oP AGG s2,0OO,OO0sner!L-499reg8t". ls 5,ooo,ooo PERSONAL A ADV INJ]FY[".*.*,;;;;;; 4t2a2. @t 1 4t 2@ ?#l[:if '""*]ll I eootLv rl..runv rec, pcnont BOOILY INJUFY (Pd EdAI) I IpRoPEFTYDAMAGE(Pd.@ddll s1,0OO,0OO s 50,000 s EXCLUDED s1,Od),000 s2,0OO,000 ,11,Om,OoO $'a c Overall Policy 8A3R7084312243G 006546318 u81R5099S12243G 01300't 524 x A B A x. uM6aEL[ L|AE X occua ExcESS LIAB CLATMS-MAOE oeo X cereNroNs$ o,0oo L WOF(EFA COUPENSATION AIIO EMPLOYEFS LIAOILITY AN Y P BO PRIETOF'PABTN EF/E XECUIIV E OFFICEF/MEM9EA EXCLUDEO'(M.nd.rory rn r{H) rr y4 d6("b. und., DESCF PT|ON OF OPEBATIONS b.ow ProUPollutn Liab Claims Made 4t2022 0211412023 q9! qci!!!E!9E AGGBEGATE 65,Om,Ooo s5,000,00o s t2022 0910112023 X STATI,JTE OTHE8 E L EACH Acc DENI sl ,Om,00O EL DrsrasE EAEMPLoYEE s1,omrooo . .eL DS€ASE POLTCYLTMT 51,0oor0oo 412022 0211412023 $2,@),0@ Per Clalm $4,(x)0,0O0 Aggregate 00 000 Dcd DESCF|PTION OF OpEFATTONS / LOCAiOiS / VEHTCLES (ACOFD 1Ol, A.rdhlotur F.m.rt. sch.dur., m.y be.n.ch.d l, Bor.p.c. l. oquk.d) Certlllcato ls subioct to pollcy llmlts, condltione and qxclusions. RE: Con;sct Agreemsnlr Proloct #11O51.0'13; Proi€ct Name: CIP 22-08 NORMANDY ROAD PEDESTRIAN IMPROVEMENTS; pROJECT (MATEBIAL TESTINGX Locatlon: Normandy Boad, Monlleo; Geotochnical Conslrucllon Servlcss. Cily ol Monlteo and its ofllcorc, €mployeog, agents, and authorizod voluntesrs arq included as addhional lnsured as rsgpocts io Goneral Llabillty and Commsrclal Auto covoragos as r€qulred by wlltton Contract' General (se Attached D6scrlptlons) CEBTIFICATE HOLDEB CANCELLATION City ol Montfee 29844 Haun Bo.d Sun Clty, CA 9258&0OOO SHOULDAITY OFTHE ABOVE DESCBIBED POLICIES BE CAT{CELLED BEFOAE THE EXPIAATiON OAIE THENEOF, NOTICE WILL BE OELIVEBED IN ACCOROAT{CE I/VITH IHE POLICY PFOVISIONS, AIITHONU EO gEFRESENTATIVE I*ar* srt.---q"ly 101 t3 ACOBD 25 (2016r'03) 1 ol2fs30631014/M30612@9 O 198S-201s ACOBD COBPOBATION. All rlohta r...ryed The AcoRO n!m. ahd logo are r.gl.terod m.rk3 ot AConO LARIC REVISION NUMBEB: I [4:[?Effii page 3 ol 55 DESCRIPTIONS (Continued from Page 1) Liability and Auto Llablllty cqvorEges are prlmary and noncontributory as required by wrltten contract. Walver ot Subrogatlon ls lncluded wlth rsspocl General Liablllty, Auto Llabllity, Workers Componsatlon as required by wrltt€n contract. Umbrella Liabilhy is follow lorm sublect to policy lormq terms, condltlons, excluslons and sndorsem€nts. 9GDay Nollce ol Csncellation, Except lor l GDays lor Nonpayment ol Pr€mlum applies to General Llablllty as requlred by wrlttsn contract. r0|4 SAGITTA 25.3 (2016r'0q 2 ol 2 #s30631014/M30612089 [:i F-+ffi page 4 ol 55 ENDORSEMENT 02/14t2922This endorsement, elJective 1201 AM Forms a paft of policy no.: 066463440 lssu6d to: Leighton Corlsulting, lnc. By: LE XINGTON INSUHAME COMPANY ADDITIONAL INSURED . OW\IERS, LESSEES OR CONTRACTORS- COMPLETED OPEBATIONS (8 ased on CG2037 0lU13I This endorsement modifes insurance provided by the followinq: COMMERCIAL GENERAL LIABILITY POLICY SCHEDULE Namo of Additional lnsur€d Pe,son(s) Localion of Complelod Opotations or Organization (s) AS REOI,I IRED BY WRITTEN CONTMCT lntormation required to complele this Schedrrle, if not shov,,n above, will be sho\ar in thc Declarrtions A. Secdon ll - Who ls An lns!,ed is amendcd to inchrde as sn additional insrrred the pe.son(s) or orgEnization(s) shovn in the Schedrrle, hut only \^ith respect to liability lor 'bodily iniu,y", or "property damage" caused, in vr,hole or in part, by "your Mmrk" at thc locRlion designated and described in the Schedule olthis endorsement gerformed lor that addilional insured and inchrded in the "products-completed operations hszaId". l. The insrrrance atforded to such additional insttrcd only applies to the exent oermifted by lEvu and 2. lf coverage providcd to the additional insured is requked by a contract or agreement, the insuranco aftorded lo such addilional instrred will not he hroader than that which you are required by the confact or agreement to provide for srrch additional instJrcd. B. With respect to the insrrrancc afforded to these addilional insLrreds, the following is added to Ssction Ill - Limits OI lnsuranc€: ll coverage provided to the additional insrrred is required by a contract or agreement, lhe most !/B will pay on behalf ot the sdditional insL,red is the amollnt of insurance: LX43Iti lU6/14)GaId€6 Copyrighad lnlormation ol th8 lmuranca SBNic€s Oific€s, lnc., with lts p€rmi$ion. All Rights R€6€N€d 10115 ffiffi page 5 ol 55 1. Required by the contract or agreoment; or 2. Availahle undcr thc applicable Limits ol lnsLrrance shown in the Oeclarations; whichever is less. This endorsement shall not increasc the applicable Limits of lnsurance sho\Ml in thc Declarations Al other te.ms and conditions ol the policy remain thc same z*;ryda-{a Aulhorizsd R eprssanlttive Otfces. lnc.. wth its p€lmis6ion. All Rohts R€s€ru€d 101 16 ffi A. Soction ll - Who ls An lnsurod is smended to include as an insured the person or organization shov,r'r in the Schedule, but only \itr respect to lisbility arising out o, your ongcing operations perlormed for that insured. B. Vvith respect to the insurance afforded to these additional insureds, the bllo\^ing exclusion is added: 2 E xclu8ions This insurance does not apply to "bodily in- jury" or "property damage" occurring a{ter: page 6 ol 55 (1) Al vrork, including materials, parts or equipment furnished in connection \,ith such \ /ork, on the project (other lhan service, maintenance or repairs) to be performed by or on behalt o{ the additional insured(s) at the site of the covered operations h6 been completed; or {a Thst portion of "your nork" out o{ l trich the injury or damage arises has b€en put to its intended use by any person or organization other than another confactor or subcontractor engaged in perlorming operations br a principal as a pan oI the same projoct. Leighton Consuft irE, lnc POLICYNUMBER: 066453440 ENDORSEMENT COMMERCIAL GENERAL LIABILITY cG 20 10 10 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDTIONAL I[\ISI..RED - O\A[ERS, LESSEES OR MVIRACTORS - SOfET..I.ED PERSCN OR ORGAI\IZANON This endorsement modifies insurance provided under the follo\ ing: COMMERCIAL GENEBAT LIAEILITY COVERAGE PART SCHEDUTE Name of Person or Olganization: AS REOUIRED BY WRITTEN CONTRACT (lf no entry appears above, in{ormation required to complete this endorsement \ ill be shovn in the Declarations as applicable to this endorsement.) 0117 cG 20 10 10 01 L X9605 g ISO Properties, lnc,, 2OOO Page 1of 1 tr I ffi page 8 of 55 EN D ORSE ME NT This endorsement effective 1201 AM 02./148@2 Forms ! prrt ol policy no.: 065463440 lssued to: Loighlon Cor}suftirE, Inc Bv: LEXINGTON li{SURAiICE CO}IPANY PRIMARYNON CONTRIBUTORY E NDORSE MENT This endorsement modifies insurance provided by the policy: Notvlilhstanding any other provision ol rhe policy to the conirary, the insurance afforded by this policy for the beneflt ol the Additional lnsrrred shall be primary insurance, but only with respect to any claim, loss or liability arising out of the Named lnsured's operationsj and any insurance msintained by the A.Jdition6l lnsrrred shall he non'contributing. Al other terms and conditions of the policy remain the same. Autholiz6d R epresentative OR Countersignature (ln 6htes where applicablo) l0| 9 rx983a (04/os) $&:I|tffi page 10 ol 55 ENDORSEMENT Thls andorsement.6ff6clive 12jO1 AM gzh 4a(22 Forms a part of policy no.: 065'163440 lssuod to: Loighton Consulting, lnc. By: LEX INGTON INSURANCE CO|'IPANY WAIVER OF SUB ROGATION (BLANTETI h is Egreed that vt€, in the errent ol a payment under this policv, $/aive our riqhl ol subrogation against any person or organization wfrere the insured has wai\Ed liability o, such person or organization as pan of a witten contractual agreement botlwen the insrtred and srrch pcrson or organizetion entered into prior lo the "occurrence'or offense. Al oiher terms and condit;ons remain unchanged. Au th odz€d Repressntalive OR Counlorsignature (ln states where applicablo) ,// 10121 LEXOCC 234 t 1r /O3) Ixo4a5 ffilI(,+'i ril .',ta,l n- page 12 of 55 ENDORSEMENT o2t1M@2This endorsemont, eftecdv€ 12:Ot AM Forms a part of policy n6.; o646slao lssuad to: Leighton ConsullirE, lnc By: LEXINGTON INSURANCE COIIPANY CANCELLATION AMENDME NT ln consideration oI the premium charged, it is hereby agreed that the cancellation provision is amended to 90 days in lieu of l3O) days,6xccpt lor non-payment of premilrm which remains (10) days. Al other terms and conditions ren]ain llnchanged ,r7e-- Authorized Bopresenta tjvo OR Countorsignatu16 (ln states where applicablsl 10123 Ix9546 ( 02/1C3) UWTffi Leighlon Consulling, lnc 8A387084312243G PROVISIONS 1. The following is added to Paragraph A.1 .c., Whols An lnsured, of SECTION ll - COVERED AUTOS LIABILITY COVERAGE: This includes any person or organizalion who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily iniury" or "property damage" occurs and that is in effect during the policy period, to nameas an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conducl of another "insurerl" page 14 of 55 2. The follo$/ing is added to Paragraph 8.5., Other lnsurance of SECTION lV - BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of thls part 5. Other lnsurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or oEanizalion is the firsl named insured when the written contract or agreemenl between you and that person or organization, that iS signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. COI\iIMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, BLANKET ADDITIONAL INSURED - PRIMARY AND NON.CONTRIBUTORY WITH OTHER INSURANCE This endorsemenl modifies insurance provided under the follolving BUSINESS AUTO COVERAGE FORM 10125 cAr4 74 02 16 u 2016 The Travelers lndemnity Company All rights reserved lncludes oopyrighted mateflaloI lnsurance Setuices Ofrice lnc wtth ls permisslon Page 1 of 1 ffi-?.tEffi Lsightoh Consulling, lnc 84387084312243G BUSINESS AUTO COVERAGE FORM pag€ 16 of 55 COMMERCIAL AUTO cA 00 01 1013 SECTION I - COVEREO AUTOS Item Two of the Declaralions shows the 'autos' that are covered 'autos'for each of your coverages. The following numerical symbols describe the'autos" that may be covered 'autos". The symbols entered next to a coverage on the Declarations designate the only "autos" thal are covered "autos". A. Oe3crlptlon Of Covered Auto Doslgnatlon Symbols Various provisions in this policy restricl coverage. Read the entire policy carefully to determine righls, duties and what is and rs not covered. Throughout this policy the words "you" and "youf refer to the Named lnsured shown in the Declarations. The words "we", "us" and "our' refer lo the company providing this insurance. Other words and phrases that appear in quotation ma*s have special meaning. Refer to Seclion V - Definitions. Symbol Description Of Covered Auto Designatlon Symbols 1 Any "Auto" 2 Owned "Aulos" Only Only those "autos" you own (and for Covered Autos Liability Coverage any "lrailers" you don't own while attached to power units you own). This includes those 'autos' you acquire ownershap of afler the policy begins. Owned Private Passenger "Autos" Only Only the private passenger "autos" you own. This includes those private passenger "autos" you acquire ownership of after the policy begins. 4 Owned "Autos" Other Than Private Passenger 'Autos" Only Only those "autos' you own that are not of the private passenger type (and for Covered Autos Liability Coverage any "trailers" you don't own while attached to power units you own). This includes those "autos' not of the private passenger type you acquire ownership of afler the policy begins. 5 Owned 'Autos' Subject To No-fault Only those "autos" you own thal are required to have no-fault benellts in the state where they are licensed or principally garaged. This includes those "autos" you acquire ownership of aner the policy begins provided they are required to have no- fault benefts in the state where they are lacensed or principaliy garaged. 6 Owned "Autos" Su bject To A Compulsory Uninsured Motorists Law Only those "autos" you own that because of the law in the state where they are licensed or principally garaged are required to have and cannot reject Uninsured Motorists Coverage. This includes those "autos' you acquire ownership of afler the policy begins provided they are sub.iect to the same stale 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 Only those'autos'you lease, hire, rent or borrow. This does not include any "auto" you lease, hire, rent or borrow from any of you r 'employees" , parlners (if you are a partnership), members (if you are a limited liability company) or members of their households. Hired "Aulos" Only I 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 bul only while used in your business or your personal affairs. Non-owned "Autos" Only 1t)12t cA 00 01 10 13 @ lnsurance Services Offce, lnc., 2011 Page 1 of 'l 2 l.iirli*ffi B. owned Autos You Acqulre Aftor The Pollcy Beglns l. lf Symbols 1,2,3, 4,5, 6 or 19 are entered next to a coverage in ltem Two of the Oeclarations. 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 enlered next to a coverage in llem Two of the Declarations, an 'auto' you acquire will be a covered "auto" for that coverage only ir: 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 afler you acquire it that you want us to cover it for that coverage. c. csrtaln Trallers, Moblla Equlpment And Temporary Substitute Autos l, Covered Autos Liability Coverage is provided by this Coverage Form, the following types of vehicles are also covered 'autos' for Covered Autos Liability Coverage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its ownef 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 55 SECTION II - COVERED AUTOS LIABILITY COVERAGE A. Coverag€ We will pay all sums an "insured" legally must pay as damages because of'bodily injury' or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto'. We will also pay all sums an "insured" legally must pay as a "covered pollution cost or expense" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of covered 'autos'. However, we will only pay for the "covered pollution cosl or expense" if there is either 'bodily inlury" 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 cosl or expense" to which this insurance does not apply. We may investigate and settle any claim or "suit" as we mnsider 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 ln6ured 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". Thrs exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto' you own. 19 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 subject to a compulsory or financial responsibility law or other motor vehicle insurance law where lhey are llcensed or principally garaged. 10128 Page 2 ol 12 O lnsurance Services Office, lnc., 2011 ca 00 01 10 13 trti?+ffi (2) Your'employee' if lhe covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling, servicing, repairing, parking or storing 'autos" unless that business is yours. (4) Anyone other than your 'employees", partners (if you are a partnership), members (if you are a limited liability company) or a lessee or borrower or any of their 'employees", while moving properly to or fiom a covered "auto". (5) A partner (if you are a partnership) or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "insured" described above but only lo the extent of that liability. 2. Coverage Extenslons a. Supplemontary Paymsnts 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 payments do not include attorneys' fees or attorneys' expenses taxed against lhe "insured". (6) All interest on the full amount of any Judgment that accrues afler entry of thejudgment in any "surt" against the "insured'we defend, but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of lnsurance. page 18 of 55 These payments will not reduce the Limil of lnsurance. b. Out-of-stat6CoveragoExtenslon6 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 specified by any law governing motor carriers of passengers or property. (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. We will not pay anyone more than once for the same elemenls of loss because of these extensions. B. Excluslons This insurance does not 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 agreemenl. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement; or b. That the "insured" would have in the absence of the contracl 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 benefits or unemployment compensation law or any similar law. r0t?g cA0001 '1013 O lnsurance Services Office, |nc.,2011 Page 3 of 'l 2 [:Pir-iIt+;rEi 4. Employee lndemnlflcation And Employ€r's Llablllty "Bodily injury" to: a. An "employee" of the "insured' arising out of and in the course of: (1) Employment by the "insured"; or (2) Performing the duties related to the conduct of the "insured's' business; or b. The spouse, child, parent, brother or sisler of that "employee' as a consequence of Paragraph a. above. This exclusion applies: (1) Whether the "insured" may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the rnjury. But this exclusion does not apply to "bodily injury" to domestic "employees" not entitled to workers' compensation benefits or to liability assumed by the "insured'' under an "insured contract". For the purposes of the Coverage Form, a domestic "employee" ls a person engaged in household or domestic work performed principally in connection with a residence premises. 5. Fellow Employee "Bodily inlury" 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 conducl of your business; or b. The spouse, child, parent, brother or sister of that fellow "employee" as a consequence of Paragraph a. above. 6. Cars, 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 thrs exclusion does not apply lo 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 55 b. Afrer it is moved ftom the covered "auto'to the place where it is finally delivered by the "insured". 8. Movemsnt Of Property By Mechanlcal Devlce "Bodily injury' or'property damage' resulting from the movement o, property by a mmhanical device (other than a hand truck) unless the dsr'ice 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, attached to or part of a land vehicle that would qualify under lhe defnition of 'mobile equipment' if it were not subject to a compulsory or financial responsibility law or olher motor vehicle insurance law where it is Iicensed or principally garaged. 10. Complsted operatlong -Bodily injury" or "property damage" arising outof your work afler that work has been completed 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 titness, quality, durability or performance of any of the items included in Paragraph a. or b. above. Your work will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract has been completed; (2) Vvhen all ol the work to be done at the site has been completed if your contract calls for work at more lhan one sitet or (3) When that part o, the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. r0130 Page 4 of 12 @ lnsurance Services Office, lnc., 201'l cA 00 01 10 13 ffirtt{i(.Er}'arr.ilitr Work that may need seryice, maintenance, correction, repair or replacement, but which is olherwise complete, will be treated as completed. l1 . Pollutlon "Bodily injury" or "property damage' ansing out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants': a. That are, or that are contained in any property that is: (1) Being transported or towed by, handled or handled for movement into, onlo or from the covered 'auto'; (2) Otherwise in the course of transit by or on behalf of the 'insured"; or (3) Being stored, disposed of, treated or processed in or upon the covered "auto"; b. Before the'pollutants' or any property in which the "pollutants' are contained are moved from the place where they are accepted by the "insured' for movement into or onto the covered "auto"; or c. After the .pollutants' or any property in which the "pollutants" are conlained are moved from the covered 'aulo' to the place where they are finally delivered, dispooed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or resull from the normal electrical, hydraulic or mechanical functioning of the covered 'auto' or its parts if: (l) Ihe "pollutants' escape, seep, migrate or are discharged, dispersed or released directly fiom an 'auto' part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The 'bodily injury", 'property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equipment". page 20 of 55 Paragraphs b. and c. above of this exclusion do not apply to 'accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants'not in or upon a covered "auto" if: (a) The "pollutants" or any property in whrch lhe "pollutants" are contained are upsel, overturned or damaged as a resull of the mainlenance or use of a covered "auto"; and (b) The discharge, dispersal, seepage, migration, release or escape of the"pollulants" is caused directly by such upset, overturn or damage. 12. Wat "Bodily inlury" or "property damage" arising directly or indirectly out of: a. War, including undeclared or civrl war; b. Warlike action by a military force, including action in hindering or defending against an actual or expecled altack, by any government, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usurped power or aclion taken by governmental authority in hindering or defending against any of these. 13. Raclng Covered "autos" while used in any professional or organized racing or demolition crntest or stunting activity, or while practicing for such contest or activity. This insurance also does not apply while that covered "auto" is being prepared for such a contest or activity. C. 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 cost or expense" combined resulting from any one "accident" is the Limit Of lnsurance for Covered Autos Liability Coverage shown in the Declarations. 10131 cA 00 01 1013 O lnsurance Services Office, lnc.,20'11 Pags5of12 ffirHr#{r All "bodily in.lury", "property damage' and "covered pollution cost 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 receive duplicate payments for the same elements of "loss" under this Coverage Form and any Medical Payments Coverage endorsement, Uninsured Motorists Coverage endorsement or Underinsured Motorists Coverage endorsement attached to this Coverage Part. SECTION III - PHYSICAL DAMAGE COVERAGE A. Coverage l. We will pay for "loss' to a covered "auto" or its equipment under: a. Comprehenslve Coveraga From any cause except: (1) The covered "auto's' collision with another object; or (2) The covered "auto's" overlurn. b. Spscifled Causas Of Loss Covsrago Caused bY: (1) Fire, |ghtning or explosron: \2 Thefl; Wndstorm, hail or earthquake; Flood; Mischief or vandalism: or The sinking, burning, collision or derailment of any conveyance (3 (4 (5 (6 transporting the covered "auto". c. Colllslon Coverage Caused by: (1) The covered "aulo's' collision with another object; or (2) The covered "auto's" overlurn. 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 lype is drsabled. However, the labor must be performed at the place of disablement. page 2'1 of 55 3. Glass Breakage - Hlttlng A Blrd Or Animal -Falllng ObJocts Or Mlssilos lf you carry Comprehensive Coverage for the damaged covered "auto', we will pay for the following under Comprehensive Coverage: a. Glass breakage; b. "Loss" caused by hitting a bird or animal; and c. "Loss" caused by falling objects or missiles. However, you have the option of having glass breakage caused by a covered 'auto's" collision oI overlurn considered a "loss" under Collision Coverage. 4. Coverags Extenalona a. Tranaportatlon Exponses We will pay up to $20 per day, to a maximum of $600, for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos'for which you carry either Comprehensive or Specified Causes Of Loss Coverage. Wewill pay for temporary transportation expenses incuned during the period beginning 48 hours afler the theft and endang, regardless of the policy's expiration, when the covered'auto" is returned to use or we pay for its 'loss'. b. Loss Of Uas 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 contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if theDeclarations indicates that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes Of Loss only it the Declarations indicates that Specified Causes Of Loss Coverage is provided for any covered 'auto"; or 10r 32 Page 6 of 12 @ lnsurance Services Office. |nc..2011 c40001 1013 ffi (3) Collision only if the Declarations indicates that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $20 per day. to a maximum of $600. B. 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 Actlon (1) War. including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any govemment, sovereign or other authority using military personnel or other agents; or (3)lnsurrection, rebellion, revolution, usurped power or actlon taken bY governmental authority in hindering or defending against any of these. 2. We will not pay for "loss" to any covered "auto' while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. We will also not pay for 'loss" to any covered "auto" while that covered "auto" is being prepared for such a contest or activity. 3. We will not pay for 'loss" due and confined to: a. Wear and tear, freezing, mechanical or electrical breakdown. b. Blowouts. punctures or other road damage to tires. This exclusion does not apply to such "loss" resulting from the total thefl of a covered "auto". 4. We will not pay for "loss" to any of the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio. visual or data electronic equiPment. page 22 oJ 55 b. Any device designed or used to detect speed-measuring equipment, such as radaror laser detectors, and any jamming apparatus intended to elude or dtsrupt speed-measuring equipment. c. Any electronic equipment, without regard to whether this equipment is permanently installed. thal reproduces, recerves or transmits audio, visual or data signals. d. Any accessories used with the electronic equipment described in Paragraph c. above. 5. Exclusrons 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"l b. Removable from a housing unit which is permanently installed in or upon the covered "auto": c. An integral part of the same unit housing any eleclronic equipment described in Paragraphs a. and b. above; or d. Necessary for the normal operation of the covered "auto" or lhe monitoring of the covered "auto's" operating system. 6. We will not pay for "loss' to a covered "auto" due to "diminutron in value". C. Llmlls Of lnsurance 1. The most we will pay for: a. "Loss' to any one covered "auto" is the lesser of: (1) The actual cash value of the damaged or stolen property as of the time of the.loSS"; or (2) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. b. All electronic equipment that reproduces, receives or lransmits audio. visual or data signals in any one 'loss" is $1,000, if, at the time of "loss', such electronic equipment is: (l) Permanently installed in or upon the covered "auto'in a housing, opening or other location that is not normally usedby the "auto" manufacturer for the installation of such equipment; 10133 ca 00 01 1013 @ lnsurance Services Office, lnc., 2011 Paga 7 ol '12 bffi.Effi (2) Removable from a permanently installed housing unat as described in Paragraph b.('l ) above; or (3) An integral part of such equipment as described in Paragraphs b.(1) and b.(2) above. 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total 'loss'. 3. lf a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. D.oeductlble 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 nol apply to "loss" caused by fire or lightning. SECTION IV - BUSINESS AUTO CONDITIONS The following conditions apply in addition to the Common Policy Conditions: A. LosB Condltiona l. Appralsal For Physlcal Damage Loss lf you and we disagree on the amount of "loss", either may demand an appraisal of the 'loss". ln this event, each pa(y will select a competent appraiser. The two appraisers will select a competent and impartial umpire. The appraisers will slate separately the actual cash value and amount of'loss". lfthey 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. lf we submit to an appraisal, we will still retain our right to deny the claim. 2, Dutles ln The Event Of Accident, Clalm, 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 representative prompt notice of the "accident" or 'loss". lnclude: (1) l'iow, when and where the "accident" or "loss" occurredl page 23 of 55 (2) The "insured's' name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. b. Additlonally, you and any olher involved"insured" must: ('l ) Assume no obligation, make no payment or incur no expense without our consent, except at lhe "insured's" own cost. (2) lmmediately send us copies of anyrequest, demand, order, notice, summons or legal paper received concerning the claim or "suit". (3) Cooperale with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as oflen as we reasonably require. c. lf there is 'loss" to a covered "auto" or its equipment, you must also do the following: (l ) Promptly notify the police if the covered "auto" or any of its equipment is stolen. (2) Take all reasonable steps to protect the covered 'auto' from further damage. Also keep a record of your expenses for consideration in the setllement 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 al our request and give us a signed statement of your answers. 3. Legal Actlon Agalnst Us No one may bring a legal action against us under this Coverage Form until: a. There has been full compliance with all the terms of this Coverage Form; and b. Under Covered Autos Liability Coverage, we agree in writing that the "insured" has an obligation to pay or until the amount of that obligation has finally been determined by ,udgment afler trial. No one has the right under this poiicy to bring us into an action to determine the "insured's" liability. 10134 Page I of 12 @ lnsurance Services Office, lnc., 201 1 ca 00 01 1013 4. Loss Payment - Physlcal Damags Coveragea 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 thal results to the 'auto" ftom the theft, or c. Take all or any part of the damaged or stolen properly at an agreed or appraised value. lf we pay for the "loss', our payment will include lhe applicable sales tax for the damaged or stolen property. 5. Tranefer O{ Rlghts Of Recovory Agalnst Othors To Us lf any person or organizalion to or for whom we make payment under this Coverage Form has rights to recover damages from another, lhose 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. Gsneral Condltlons 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, Mlareprosentation Or Fraud This Coverage Form is void in any case of 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 interesl in the covered "auto";or d. A claim under this Coverage Form. 3. Llberallzatlon 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 effective in your slate. 4. No B€neflt To Ballee - Physlcal Damage Coveragos We will not recognize any assignment or grant any coverage for the benefit of any person or organrzation holding, storing or transporting property for a fee regardless of any other provision of lhis Coverage Form. page 24 of 55 5. Other lnsuranc€ a. For any covered "auto" you own, thisCoverage Form provides primary insurance. For any covered "auto" you don'town, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which ls a "trailer" is connected lo another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own; or (2) Primary while it is connected to a covered 'auto" you own. b. For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered 'auto" you own. However, any "auto" that is leased, hired, renled or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability Coverage is primary for anyliability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary. we will pay only our share. Our share is the proporlion 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. Premlum 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 lhe final premium due when we delermine your actual exposures. The estimated total premium will be credited against the fnal premium due and the first Named lnsured will be billed for lhe 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 premrum 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 this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. 10r35 ca 00 01 1013 O lnsurance Services Office, lnc., 2011 Page9of12 $F'rH.€ffi ffi 7. Pollcy Perlod, Coverags Terrltory Under this Coverage Form, we cover"acodents" and "losses" occurflng: a. During the policy period shown in the Declarations; and b. Within the coverage territory. The coverage territory is: (1 ) The Unated States of Americal (2) The territories and possessions of the United States of America. (3) Puerto Rico; (4) Canada, and (5) Anywhere in the world if a covered "auto" of the privale passenger type is leased, hired, rented or borrowed without a driver for a period of 30 days or less, provided that the "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada. or in a setllement we agree to. We aiso cover "loss" to, or "accidents" involving, a covered 'auto" while being transported between any of these places. 8. Two Or More Coverage Forms 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 the same "accident', the aggregate maximum Limit of lnsurance under all the Coverage Forms or policies shall nol exceed the highest applicable Limit of lnsurance under any one Coverage Form or polcy. This condition does not apply to any Coverag€ Form or policy issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form. SECTION V - DEFINITIONS A. "Accident" includes continuous or repeated exposure to lhe same conditions resulting in 'bodily iniury' or'property damage". B. "Auto" means: l. A land motor vehicle, "trailer" or semitrailer designed for travel on public roadsi or page 25 of 55 2. Any other land vehicle that is subject to a compulsory or ,inancial responsibility law or other mdor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". C. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these. D. 'Covered pollution cost or expense" means any cost or expense arising out oI: 1. Any requesl, demand, order or statutory or regulatory requirement that any "insured" or others test fir, 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 becauseof testing for, monitoring, cleaning up, removing, containing, treating, detoxiling or neutralizing, or in any way responding to, or assessing the effects of, 'pollutants". "Covered pollution mst or expense' does not include any cost or expense arising out of the actual, alieg€d or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": a. That are, or thal are contained in any property that is: (1) Being transporled or towed by, handled or handled for movement into, onto or from lhe covered 'auto": (2) Otherwis€ in the course of transit by or on behalf of the 'insured': or (3) Being stored, disposed of, lreated orprocessed in or upon the covered 'aulo"; b. Before the "pollutants' or any property in which the 'pollutants" are conlained are moved from the place where they are accepted by the "insured' for movement into or onto the covered "auto"; or c. After the 'pollutants" or any propedy in which the "pollutants" are contained are moved from the covered "aulo" lo the place where they are fnally delivered, disposed of or abandoned by the "insured". 10 r .iti Page 'l 0 of 12 O lnsurance Services Office, Inc.,20'll cA000't 1013 ffi+ffi Paragraph a. above do€s not apply to fuels, lubricants, ffuids, exhaust gases or other similar "pollutants" that are needed for or resultfrom the normal electrical, hydraulic or mechanical functioning ot the covered 'auto" or its parts, if: (1) The'pollutants" escape, seep, migrale or are discharged, dispersed or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraph 6.b.or 6.c. of the definition of "mobile equapment". Paragraphs b. and c. above do not apply to "accidents" thal occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (a) The "pollutants" or any property in which the 'pollutants" are contained are uPSet, overturned or damaged as a result of the maintenance or use of a covered "auto": and (b) The discharge, dispersal, seepage, migratlon, release or escape of the "pollutants" is caused directly by such upset, overlurn 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: l. A lease of premises; 2. A sidetrack agreement; 3. Any easement or license agreement, except in conneclion 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 55 5. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed ior a municjpality) under which you assume the tort liability of another to pay for "bodily injury' or "property damage' to a third party or organization. Tort liability means a liability that would be imposed by law in the absence of any contracl or agreement; or 6. That part of any cmtract or agreemenl entered into, as parl of your business, pertaining to the rental or lease, by you or any of your "employees", of any 'auto'. However, such contract or agreement shall not be considered an "insured contract" to the extent that it obligates you or any of your 'employees" to pay for 'property damage" to any "auto" rented or leased by you or any of your "employees". An'insured contract'does not include that part of any contract or agreement: a. That indemnifies a railroad for 'bodily inJury"or 'property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or treslle, 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 wth a driver; o' 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 ''aulo" over a route or territory that person or organization is authorized to serve by public authority. l. "Leased worker" means a person leased to you by a labor leasing frrm under an agreement between you and the labor leasing firm to perform duties related to lhe conduct of your business. "Leased worked does not include a "temporary worker". J. 'Loss" means direcl and accidental loss or damage. K. "Mobile equipment" means any of the following lypes of land vehicles, including any attached machinery or equipment: 1. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; 2. Vehicles maintained for use solely on or next to premises you own or renl; 3. Vehicles that travel on crawler treads; 1013/ cA 00 0t 10 13 O lnsurance Services Office, lnc.,20'11 Page ll of 12 Hffiiffi 4. Vehicles, whether self-propelled or not. maintained primarily to provide mobility to permanenlly mounted: a. Power cranes, shovels, loaders, diggers or drills; or b. Road construction or resurfacing equipment 6uch as graders, scrapers or rollers; 5. Vehicles not described in Paragraph 1., 2., 3. or 4. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: a. Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well-servicing equipment; or b. Cherry pickers and similar devices used to raise or lower workersi or 6. Vehicles not described in Paragraph 1., 2., 3. or 4. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": a. Equipment designed primarily for: (1) Snow removal; (2) Road maintenance. but not conslruclion or resurfacing; or (3) Street cleaningi b. Cherry pickers and similar devices mounted on aulomobile 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-servicrng equrpment. page 27 of 55 However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or olher motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". L. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. M. "Property damage" means damage to or loss of use of tangible property. N. "Suit" means a civil proceeding in which: 1. Damages because of "bodily injury. or "property damage"; or 2. A "covered pollution cost or expense"; to which this insurance applies, are alleged. 'Suit" includes: a. An arbitration proceeding in which such damages or "covered pollution costs or expenses" are claimed and to which the "insured" must submit or does submit wilh our consent: or b. Any other alternative dispute resolution proceeding in which such damages or "covered pollution cosls or expenses" are claimed and to which the insured submits with our consent. O. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or shorl- term workload conditions. P. "Trailer" includes sematrailer. r0r 38 Page 12 ot '12 @ lnsurance Services Office, lnc., 20'l 1 cA 00 0't 'l 0 13 ffi page 28 o, 55 Leighton ConsultirE, lnc BA3R7084i)12243G 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 i,4OTOR CARRIER COVERAGE FORM Th€ following replaces Paragraph A.5., Transter of Rlghts Of Recovery Agalnst Othe6 To Us. of the CONDITIONS Section: 5. Transter Of Righls Of Recovery Against Oth- ers To Us We waive any right 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- nded in such contrac{. 10139 cA T3 40 02 15 O2015 lhs lrevelors lndonnrly Company. Alln0hls r66er!€d. lndudes copj/rlgntad malenelol lnsuranco Sorvrc€s Ollca, lnc. !$h rts ps.mrssron Page 1 of 1 $#[tE ttdcE.*HqJ* page 30 of 55 Leighton Consulting, lnc. ENDORSEMENT WC 990376 ( A)- POLTCY NUMBER: uBl R509S812243G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WATVER) We have the righl to rocover our paym€nls from anyone liabl€ for an injury coverod by this policy. Wo will not onforco our right agains( the person or organization nam€d in the Sch€dul€. Tho addition.l premium for this gndorsernent shall bs o/o of the California workers compensation pre- mium. Schedule Person or Organization Job Description .-, TRAVELERSJ ANY PBRSON OR ORGANIZATION FOR WH]CH THE INSURED I{AS AGREED BY WRITTEN CONTRACT EXECI.ITED PRIOR TO IJOSS TO IJURNISH THIS WAIVER, WORKERS COMPENSATION AND Ei,IPLoYERS LIABILITY POLIcY This ondorsemont changos the policy to which it is atteched and is sffoctiv€ on the date issued unless othsrwise stat6d. (The informetion below ia requirod only when thiB endorBement ia i.rued aubaequont to praparation ot tho policy.) Endorsemonl Effoctive Policy No Endorsem€nt No.lnsurad Premium insuranc6 Company 10141 DATE OF ISSUE:ST ASSIGN: Countersigned by Pag€ 1 of 1 s*1!FL r#g*l}l i!r. pag6 32 of 55 Leiglron Consulling, lnc. 006546318 LEXNGTON INSURANCE COMPANY Administrstivo Offces; 99 High Stregt, Boston, Massachusotts 02110 Commercial Umbrslla Liability Policy Occurrence Form Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and \ hat is and is not covered. Throughout this policy the vrords "you" and "your" refer to the "Named lnsured" shovn in the Declarations and any other person or organization qualifyrng as an 'lnsured" under this policy. The \ Drds "\/\e," "us" and "our" refur to the company providing this insurance. Words that appear in quotation marks have special meaning. Reler to SECTION V - DEFINITIONS. SECTION I - INSURING AGREEMENT . COMMERCIAL UMBRELLA LIABILITY A. We rnill pay on behal, ot the "lnsured" those sums in excess oJ the "Retained Arnount" that the "lnsured" becomes legally obligated to pay as damages because ol "bodily injury", "property damage", or "personal and advertising injury" to vhich this insurance applies. The amount v\E v\ill pay is limited as described in SECTION lV- LIMITS OF INSURANCE. No other obligation or liability to pay sums or perlorm acB or services is covered unless elplicitly provided for under SECTION ll - DEFENSE AND SUPPLEMENTAHY PAYMENTS. B. This policy applies, only il: 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 "properh/ damage' occurs during the "policy period"; 3. The "personal and advertising iniury" is caused by oftense arising out of your business, but only iI the oflense raas committed in the "coverage territory" during the 'policy period"; and 4. Prior to the "policy period", no "lnsured" shovn in Paragraph J.2.a. ol SECTION V DEFINITIONS and, no o{fcer, no manager in your risk managernent, insurance or legal departrnent and no "employee" who was authorized by you to give or receive notice oJ an "occurrence", offense, claim or "suh", knewtrat the "bodily injury" or "property damage" had occurred, in wtrole or in pan, or that an "occurrence" had been committed ttat caused "personal and advenising injury". lf such an "lnsured", orfcer, manager or authorized "employee" knew prior to the "policy period", that the "bodily iniury" or "property damage" had occurred or that an "occurrence" had been committed that caused "personal and advertising iniury", then any continuation, change or resumption of such "bodily injury", "property damage" or "personal and advertising injury" during or alter the "policy period" v\ill be deemed to have been kno\,n prior to the "policy period ". C. "Bodily injury". "property damage", or "personal and adverlising injury" \^hich occurs during the "policy period" and \^6s not, prior to the "policy period", knovfi to have occurred by any "lnsured" shovrn in Paragraph J.2.a. ol SECTION V - DEFINITIONS or any orfcer, any manager in your risk management, insurance or legal departrnent or any "employee" authorized by you to give or receive notice ol an "occurrence", offense, claim or 'suit", includes any continuation, change or resumption of that "bodily iniury", "property damage', or "personal and advertising injury" after the end ol the "policy period". D' "Bodily injury", "property damage" or "personal and ad\€ftising injury" \^ill be deemed to have been knov'n to have occurred at the earliest time wtren any "lnsured" shovn under Paragraph J.2.a, ol SECTION V. OEFINITIONS, any officer, any manager in your risk management, insurance or legal deparfnent or any "employee" uho was authorized by you to give or receive notice o{ an "occurrence", orfunse, claim or "suit": 1. Reports all, or any part, ol the "bodily iniury", "property damage" or "personal and advertising injury" to us or any other insurer; 2 Receives a witten or verbal demand or claim lor damages because of the "bodily iniury",.propety damage" or "personal and advertising iniury"; or 0143 OC.UMAR LX9799 t 10/O5t Paoc 1 of 24 ffi page 33 of 55 3, Becomes avrare by any other means that "bodily injury" or "property damage" has occurred or has begun to occur or that an "occurrence" or offense has been committed that has caused or may cause "personal and advertising injury". E. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time fom the "bodily injury". F. lf \ € are prevented by law or statute fom paying damages covered by this policy on behalf ol the"lnsured", then vr,e vrill indemnify the "lnsured" for those sums in excess of the "Retained Amount". SECTION II - DEFENSE AND SUPPLEMENTARY PAYMENTS A. We rrr,ill have the right and duty to defund any "suit" against the "lnsured" that seeks damages for "bodily injury", "property damage" or "personal and advenising injury" to which this insurance applies, even if the "suit" is groundless, ,alse or traudulent \ ,hen: 1. The total applicable limiG of "scheduled underlying insurance" and any applicable "other insurance" have been e*rausted by payment of damages to which this policy applies; or Z Subject to Paragraph B. ol this Section ll, d1e damages sought because of "bodily injury", "property damage" or "personal and advenising injury" vrould not be covered by "scheduled underlying insurance" or any applicable "other insurance", even il the total applicable limits of either the "scheduled underlying insurance" or any applicable "other insurance" had not been exhausted by the payment of damages. lf \ E are prevented by law or statute trom assuming the obligations specifed under this provision, uE \ ill pay any e&enses incurred \,ith our consent. B. We vr,ill have no duty to deftnd the "lnsured" against any "suit" seeking damages lor "bodily iniury", "property damage" or "personal and advertising injury" to which this insurance does not apply, including, but not limited to, Paragraph W. of SECTION lll - EXCLUSIONS. C. \Mren \ E assume the derense o{ any "suit" against the "lnsured" fiat seeks damages to vr,trich this insurance applies, rae \ ill, subject to the limits of insurance: 1. lnvestigate, negotiate and setde the "suit" as v\€ deem appropriate; and 2 Pay the lollovring Supplementary Payments to fie extent that such payments are not covered by "scheduled underlying insurance" or any applicable "other insurance"i a. All expenses \aE incur; b. Premiums on bonds to release attachments for amounts not exceeding the applicable limits o{ insurance oi this policy, but !€ are not obligated to apply ,or or furnish any such bond; c. Premiums on appeal bonds required by lawto appeal a iudgement in a "suit" for amounts not exceeding the applicable limits of insurance o{ this policy, but ,rE are not obligated to apply for or furnish any such bond; d. All court costs ta)Gd against the "lnsured" in the "suit"; e. Pre-judgment interest a\ Erded against the "lnsured" on that part of the judgment \^,ithin the applicable limits of insurance o, this policy \ e pay. l, \,e make an offer to pay the applicable limit of insurance, !e \ ill not pay any pre-judgment interest accruing after v\E make such offer; I. Post-judgment interest that accrues after entry of judgment on that part of the judgement v\,ithin the applicable limits of insurance of this policy \ e pay and berore \,e have paid, ofrered to pay or deposited in court fiat part o{ the judgment hat is Vrihin the applicable limits o{ insurance ol this policy; and g. The "lnsured's" expenses incurred at our request or v\ith our consent. D. Except as provided in Paragraph A above, v\,e vlrill have no duty to defund any "suit" against the "lnsured". We vrill, houever, have the right, but not the duty, to participate in the defunse o{ any "suit" and the investigatjon of any claim to which this policy may apply. lf u€ e)€rcise this right, rae vrill do So at our o\r,lrr expense. 0144 OC.UMBR 1X9799 { 10/05)Pasa 2 ol 24 ffisffi page 34 of 55 E. We *itl not debnd any "suit", or pay any attorney fues or litigation epenses including, v\,ithout limitation, the e4censes described in Paragraph C.2., above that accrue after the applicable limits of insurance of this policy have been e*rausted by the payment o{ damages and vre vrill have the right to v\ithdraw {rom the furfier defunse of such "suit" by tendering contol of said delense to the "lnsured". sEcIoN - EXCLUSTONS This insurance does not apply to: A. Expected or lntended lnjury "Bodily iniury", or "property damage" erpeaed or intended from the standpoint o, the "lnsured", This exclusion does not apply to "bodily injury" resulting tom the use of reasonable torce to protect persons or property. B. Contractual Liability "Bodily injury" or "property damage" for v\,hich the "lnsured" is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: 1. That the "lnsured" v\Duld have in the absence of the convact or agreement; or 2 Assumed in a contract or agreement that is an "insured contract" provided the "bodily iniury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contact" reasonade attorney lees and necessary litigation e&enses incurred by or {or a party otter trran an "lnsured" are deemed to be damages because of "bodily injury" or "property damage", and included hithin the limils of insurance, provided: a. Liability to such party for, or for the cost of, that party's detense has also been assumed in the same "insured contract"; and b. Such attorney bes and litigation epenses are {or de{ense of that party against a civil or alternative dispute resolution proceeding in \ hich damages to which this insurance applies are alleged. C. Liquor Liability "Bodily injury" or "propeny damage" Jor \ hich any "lnsured" may be held liable by reason of: 1. Causing or contributing to the intoxication o{ any person; 2 The furnishing of alcoholic beverages to a person under the legal drinking age or under th€ influence of alcohol; or 3. Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. Houever, this exclusion \,\,ill not apply if coverage is provided for such "bodily injury" or "property damage" by "scheduled underrying insurance". Coverage under this policy for such "bodily injury or "property damage" \ ill Iollow the terms, definitions, conditions and exclusions ol "scheduled underlying insurance", subiect to the "policy period", limits o, insurance, premium and all other terms, defnitions, conditions and exclusions oi this policy, Provided, hov\ever, trat coverage provided by this policy \ ill be no broader than the coverage provided by "scheduled underllng lnsurance ". D. Workers' Compensation and Similar Lavt/s Any obligation ol the "lnsured" under a \aorkers' compensation, disability benefts or unemployment compensation law or any similar law. E. E.R.r.S.A. Any obligation of the "lnsured" under the Employee Retirement lncome Security Act of 1974 (including amendments relating to fie Consolidated Omnibus Budget Reconciliation Act oJ 1985), or any amendment or reMsion thereto, or any similar law or regulation. 0145 OC-UMBR 1X9799 t 10/05)Pase 3 ot 24 ffi page 35 of 55 F. Auto Coverages 1. "Bodily injury" or "property damage" arising out of the ovnership, maintenance or use of any "auto' vthich is not a "covered auto"; or 2 Any loss, cost or expense payable under or resulting fom any first party physical damage coverage; no-Jault law personal injury proection or auto medical payments coverage; or uninsured or underinsured motorist law. G. Employer's Liability 1. "Bodily injury" to an "employee" of the "lnsured" arising out of and in the course oI: a. Employment by the 'lnsured"; or b. Performing duties related to the conduct of the ''lnsured's" business; or 2 Any claim or "suit" brought by the spouse, child, parent, brother or sister of that "employee" as a consequence ol paragraph 1 abore, This exclusion applies: 1. Vvhether the 'lnsured" may be liaue as an employer or in any other capacity; and 2 To any obligation to share damages \ith or repay someone else who must pay damages because oI the injury. This exclusion does not apply to liability assumed by the "lnsured" under an "insured contract". Wth respect to injury arising out of a "covered auto", this exclusion does not apply to "bodily injury" to domestjc "employees" not entited to r,orker's compensation benefts. For the purpose ol this insurance, a domestic "employee" is a person engaged in household or domestic v\ork performed principally in connections vrith a residence premises. This exclusion does not apply to the extent fiat valid 'schoduled underlying insurance" ior the employer's liability risks described above exists or \,ould have existed but for the e*raustion ol underlying limits tor "bodily injury". Coverage under this policy for such "bodily iniury or "property damage" \ill tollow the terms, deinitions, conditions and exclusions ol "scheduled underlying insurance", subject to the "policy period", limiE of insurance, premium and all other terms, definitions, conditions and exclusions ol fris policy. Provided, ho\ ever, that coverage provided by this policy \ ill be no broader than tre coverage provided by "scheduled underlying insurance ", H. Employment Rolated P racticos Any claim or "suit" alleging or asserting in any respect loss, injury, or damage (including consequential bodily iniury) in connection vrith "wongful termination", and/or "discrimination ", and/or "se)eal harassment", The lollovring defnitions apply to this exclusion: "Wrongful termination" means termination of an employment relationship in a manner \ hich is against the lawand wongful, or in breach ol an implied agreement to continue employment. " Discrimination " means termination o, an employment relationship or a demotion, or a failure or refusal to hire or promote an individual because of race, color, religion, age, sex, disability, pregnancy, natural origin, sexjsl orientaton or other protected calegory or characteristic established pursuant to any applicable fuderal, state, or local law, regulation, or ordinance. "Sex.ral harassment" means unvrslcome sexual advances and/or requests for serual bvors and/or other verbal or physical conduct of a se)ual nature d1at (1) are made a condition ot employment andlor 12) are used as a basis for employment decisions and/or (3) create a \,1,ork environment trat interfures \ ith performance. l. Pollution This insurance d@s not apply toi 1. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escap€ o, "pollutants" anyv*tere at any dme; 0146 o c -u)\raR LX9799 ( 10iG5)Page 4 ot 24 s*r:rff ffiE page 36 of 55 2 Ary loss. cost or e&ense arising out of any request, demand, order or statutory or regulatory requirement that the "lnsured" or oth8rs test for, monitor, clean up, remove, contain, treat. detoxify or neutralize, or in any uay respond to, or assess the effects o, "pollutants"; or 3. Any loss, cost or expense arising out o{ any claim or 'suit" by or on behalf of a governmental authority lor damages because of testing for, monitoring, cleaning up, removing, containing, reatng, detoxifying or neuralizing or in any \ay responding to, or assessing the effects of "pollutants ". Houever, Paragraph 1 of this exclusion r,rill not apply i, coverage tor such 'bodily injury" or "property damage" as is described in paragraphs 1 through 6 below is provided by "scheduled underlying insurance ": 1. Products-Completod Operations Hazard Paragraph I ol tris exclusion does not apply \ith respect to "bodily injury" or "property damage" included Vrithin the "prducts-completed operations hazard" provided that "your product" or "your \ ork" hasnot atanytime beeni a. Discarded, dumped, abandoned. thror^n a,aay; or b. Transported, handled, stored, reated, disposed of or processed as \ aste; by anyone. 2 Hostile Fire Paragraph 1 of this exclusion does not apply \ ith respect to "bodily injury" or "property damage" arising out of heat, smoke or fumes ,rom a "hostile fre". 3. Equipment to Hest the Building and Co ntra cto r/Les see Operations Paragraph 1 o{ this exclusion does not apply to: a. "Bodily injury" sustained \ ithin a building and caused by smoke, fumes, vapor or soot lrom equipment used to heat the building; or b. "Bodily iniury" or "property damage" for \hich you may be held liable if you are a contactor and the ov.ner or lessee of such premises, site or location has been added to your policy as an addhional "lnsured" \ith respect to your ongcing operations per{ormed ,or that additional "lnsured" at such premises, site or location, and such premises. site or location is not and never u/as o\ ned or occupied by, or rened or loaned to, any "lnsured", other than the additional "lnsured". 4. Fu6ls, Lubriconts and Other Opereting Fluids - Mobite Equipmont Paragraph '1 ot this exclusion does not apply to: a. "Bodily injury" or "property damage" arising out o, fie escape of fuels, lubricants or other operating uids that are needed to perform normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts il such fuels, lubricants or other operating fuids escape jrom a vehicle part designed to hold, stor€ or receive them. This exception does not apply ifthe "bodily injury" or "property damage" arises out of the intenional discharge, dispersal or release ol the fuels, lubricants or otrer operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location rnith the intent that they be discharged, dispersed or released as part of the operatjons being perrormed by such insured contractor or subcontractor; or b. "Bodily lnjury" or "propeG/ damage" sustained v\,ithin a building and caused by the release o{ gases, fumes or vapors fom materials brought into that building in connection v\ith operations being perbrmed by you or on your behalf by a contractor or subcontractor. 5. Fuels, Lubricants. Fluids. etc. - Auto Paragraph 1 of this exclusion does not apply to fuels, lubricants, fuids, e*raust gases or other similar "pollutants" that are needed lor or result from the normal electrical, hydraulic or mechanical functioning of an "auto" covered by "scheduled underlying insurance" or its parts, if: 0141 OC.UMBB LX979S t 10/O5)Pig. 5 of 24 I H*?EEEStr*&E page 37 of 55 a. The "pollutants" escape, seep, migrale, or are discharged, dispersed or released direcdy from an "auto" pan designed by its manu{acturer to hold, store, receive or dispose ol such "pollutants "; and b. The "bodily injury" or "property damage" does not arise out of the operation of any equipment sho\ n in Paragraphs 6b and 6c of the defnition o{ "mobile equipment'. 6. Ups6t, Ovortuln or Damago of an Auto Paragraph 1 o{ this exclusion does not apply to "occurrences" that take place avray lrom premises owred by or rented to an "insured" \ ith respecl to "pollutanB" not in or upon an "auto" covered by "scheduled underlying insurance" if 8. The "pollutants" or any property in vfiich the 'pollutants' are contained are upset, overturned or damaged as a result ol the maintenance or use of an "auto" covered by "scheduled underlying insurance"; and b. The discharge, dispersal, seepage, migration, release or escape o{ the "pollutants" is caused directly by such upset, overturn or damage. Coverage under this policy ,or such "bodily iniury" or "property damage" as is described in subparagraphs 1 through 6 above vrill bllow the terms, defnitjons, conditions and exclusions of "scheduled underlying insurance", subject to the "policy period", limiB o, insurance. premium and all other terms, defnitions, conditions and exclusions oJ this policy. Provided, hov\ever, that coverage provided by this policy \,rill b€ no broader than the coverage provided by "scheduled underllng insurance". J. Aircraft Or Watercraft "Bodily injury" or "property damage' arising out of fie owrership, maintenance, use or enfustment to others of any aircraft, or watercraft ovned or operated by or rented or Ioaned to any "lnsured". Use includes operation and "loading or unloading." This exclusion applies even if the claims against any "lnsured" allege negligence or other \ rongdoing in the supervision, hiring, employrnent, faining or monitoring of others by that "lnsured", if the "occurrence" wtrich caused the "bodily injury" or "proporty damage" involved the ovfiership, maintenance, use or enfustment to others oi any aircralt, or v\atercraft that is owled or operated by or rented or loaned to any "lnsured". This exclusion does not apply to; 1. A v\Etercraft wtlile ashore on premises you o\ n or rent; 2 A \ Etercraft you do not o\ n that is: a. Less than 26 fuet long; and b. Not being used to carry persons or property lor a charge; K. WaI "Bodily injury" " property damage" or "personal and advenising injury", hov\ever caused, arising directly or indirecty out or: 't. War, including undeclared or civil !lar; or 2 Warlike action by a military torce, including action in hindering or defunding against an actual or expected attack, by any government, sovereign or other autrority using military personnel or other agenG; or 3. Insurrecton, rebellion, revolution. usurped po\ er, or action taken by governmental autholity in hindering or detnding against any ol these. This exclusion does not apply to the use or threaten use of "terrorism". As used in this exclusion, "terrorism" means the use or threatened use oI force or violence against person or propety, or commission o, an act dangerous to human lifu or property, or commission of an act that interfures \,^ith or disrupts an electronic or communication system, undertaken by any person or group, v\hether or not actjng on behalf ol or in any connection \ith any organization, government, pov\er, authority or military force, when the e{fect is to intimidate, coerce or harm: 0r4B OC,UMBA L X9799 t 10/O5)Paso 6 ol 24 I lt!#tffi page 38 of 55 1, A go\€rnment; 2 The civilian population ot a country, state or community; or 3 To disrupt the economy of a country, state or community, So long as the Terrorism Risk lnsurance Act of 2002 (the "Act") is in elfuct, "terrorism" includes an act of terrorism as defned by Section 102. Defnilions of the Act and any revisions or amendments thereto. L. Damags to Propsrty 'Property damage" to: 1. Property: 8. You ovrn, rent or occupy. including any costs or epenses incurred by you, or any other person, organization or enlity, lo( ,e9air, replacement, enhancement, restoration or mainEnance of such property for any reason, including prevention of injury to a person or damage to another's property; or b. Owred or ransported by the "lnsured" and arising out o, the ovnership, maintenance or use o, a "covered auto"; 2 Premises you sell, give a\€y or abandon, i, the "property damage" arises out of any part ol those premises; 3 Property loaned to you; 4. Personal property in f)e care, custody or control of the "lnsured"; 5. That particular pan o{ real property on vr}rich you or any contactors or subcontractors \^/orking directiy or indirecdy on your behall are performing operations, if the " property damage" arises out ot those operations; o' 6. That particular paft ol any property fiat must be resto(ed, repaired or replaced because "your 'Iork " u6s incorreciy perlormed on it. Paragraph 2 of this exclusion does not apply il the premises are "your uork" and v\€re never occupied, rented or held br rental by you. Paragraphs 1b, 3, 4, 5 and 6 o, 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 witten Trailer lnterchange Agreement. Paragraph 6 o{ this exclusion does not apply to "property damage" included in the "products- completed operations hazsrd. " M. Damago to Your Product "Property damage" to 'your product" arising out oI it or any part of it. N. Damage to Your Work "Property damage" to 'your v\ork" arising out o, it or any psrt of it and included in the "products- completed operstions hazard. " This exclusion does not apply i, the damaged \ ork or tre \ ork out of v*lich the damage arises vras perlormed on your behalf by a subcontractor, O. Damage to lmpaired Proporty or Proporty Not Physicolly lniursd "Property damage" to "impaired property" or property fiat has not been physically injured, arising out ol: 1. A detct, deficiency, inadequacy or dangerous condition in 'yoJr product" or "Ir'our \^ork"; or 2 A delay or ,ailure by you or anyone scting on your behal, to perlorm a contract or agreement in accordance v\ith its terms. This exclusion does not apply to the loss of use of ofier property arising out o, sudden and accidental physical injury to "your product" or "you rork" after it has been put to its intended use. 0149 oc-ur!,,BR LX9799 ( 1C/05)P.ge 7 ol 24 P. Recall of Products, Work or lmpsirod Proporty Damages claimed lor any loss, cost or e&ense incurred by you or others for ihe lo6s o, us6, \ ithdraual, recall, inspection, repair, replacement, adjustrnent, removal or disposal of: 1. "Your product"; 2 "Your vrork"; or 3. "lmpaired property"; i, such product, uork or property is \ ithdravn or recalled ftom the market or from use by any person or organization because of a know'r oI suspected defuct, defciency, inadequacy or dangerous condition in it. O. Eloctlonic Data Damages arising out oJ fie lo6s ol, loss o{ use or, damage to, corruption or, inability to access or inability to manipulate electronic data. As used in this exclusion, electronic data means inrormation, hcts or programs stored as or on, created or used on, or transmitted to or lrom computer softv\are, including systems and applications softuare, hard or oppy disks, CD-ROt\6, tapes, drives, cells, data processing deMces or any other media r trich are used vrith electonically controlled equipment. R. Fungus/Mold "Bodily injury" or "property damage" or any other loss, cost or elpense, including, but not limited to losses, costs or epenses related to, arising fom or associated r,{th clean-up, remediation, containment, romoval or abatement, caused direcdy or indirectly, in v'irole or in part, by: 1. Any "fungus(i)", "molds(s)", mildewor yeast, or 2 Any "spore(s)" or totns created or produced by or emanating fom such "fungus{i)", "mold(s)", mildew or yeast, or 3. Any substance, vapor, g8s, or other emission or organic or inorganic body substance produced by or arising out oI any "fungus(i)", "mold(s)", mildew or yeast, or 4. Any material, product, building component, building or stucture, or any concentration o{ moisture, v\6ter or other liquid \ i1hin such material, product, building component, building or structure, that contains, harbors, nurtures or acts as a medium Ior any "fungus(i)". "mold(s)", mildew yeast or "spore(s)" or toxins emanating therelrom, regardless oI any other cause, event, material, product and/or building component tlat contibuted concurrendy or in any sequance to that "bodily injury" or "propeny damage". loss, cost or exp€nse. For the purpose ol this exclusion, the iollouing defnitions are added to the policy: "Fungus(i)" includes, but is not limited to, any of the plants or organisms belonging to tle malor group fungi, lacking chlorophyll, and including molds, rusts, mildevl,s, smuts, and mushrooms. "Mold(s)" includes, but is not limiEd to, any superfcial gro\ ih produced on damp or decaying organic matEr or on living organisms, and fungi $at produce molds. "Spore(s)" means any dormant or reproductive body produced by or arising or emanating out of any "fungus(i)", "mold(s)", mildew plants, organisms or microorganisms. S. Lead 1. "Bodily injury", "property damage", or "personal and advenising injury" br past, present or future claims arising in vfiole or in part, either direcdy or indirecty, out of the manulacture, distribution, s6le, resale, rebranding, installation, repair, removal, encapsulation, abatement, replacement or handling ol, eposure to, ingestjon o{ or testing for, lead vr}rether or not the lead is or \ as at any time airborne as a panicle, contained in a product, carried on clothing, inhaled, transmitted in any fashion or {ound in any form vrhatsoever; Z The costs ot clean up or removal oI lead or products and materials containing lead; 0150 OC.UMBR 1X9799 { 1C/G5)Page 8 ol 24 ffi page 39 of 55 ffi page 40 of 55 3. The costs of such actions as may b€ necessary to monitor, assess and evaluate the release or threat o, same, or lead or products and maErial containing lead; 4. The cost o{ disposal of lead substances or the taking ol such other action as may be necessary to bmporarily or permanendy prevent, minimize or mitigate damage to the public health or \ €lfure or to tlne environment, wtrich may otherv\ise result; or 5. The cost ol compliance vrith any law or regulation regarding lead. T. Asbestos 1. "Bodily injury' in any \,^€y arising out o, the use by any person or organization of or erposure to asbestos, asbestos products, asbestos fibers or asbestos dust; Z "Ptopern/ damage" to real property arising out oI the use by any person or organization ot asbestos, asbestos products, asbestos fibers, asbestos dust, includinq \,itrrout limitation the costs incurred v\,fth respect to the removal or abaement o, asbestos, asbestos products, asbestos fibers or asbestos dust lrom or in such real property; 3. Any obligation of the "lnsured" to indemnily any party b€cause of damages arising out of such "property damage", "bodily iniury", sickness, disease, occupational disease, disability, shock, death, mental anguish or mental iniury, at any time as a result o{ the manufac re or, mining ol, use ol, sale or, removal ol, distrib-rtion of, or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust; or 4. &ry obligation to debnd any claim or "suit" against the 'lnsured" alleging "bodily iniury", sickness, disease, occupational disease, disability. shock, death, mental anguish or mental injury or "property damage" resulting lrom or contibuted to, by any and all manubcture or, mining of, use of, sale of, removal ol, distribution ol, or erposure to asbestos, asbestos products. asbestos fibers or asbestos dust. U. Nuclear 1. "Bodily injury" or "property damage": 8. Vvith respect to \4hich an "lnsured" under the policy is also an "lnsured" under a nuclear en6rgy liability policy issued by Nuclear Energy Liability lnsurance Associaton, lvlutual Atomic Energy Liability Underwiters, Nuclear lnsurance Associatjon or Canada or any such policy but lor its termination upon efraustion of its limit o{ liability; or b. Hesulting lrom the "hazardous properdes" oI "nucloar material" and , /ith respect to wtlich (i) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act ol 1954, or any law amendatory thereor, of (ii) the 'lnsured" is or had fiis policy not been issued \aould be, entitled to indemnify ,rom the United States of Arerica, or any agency thereof, under any agreement entered into by the United States of Arnerica, or any agency there oI vrith any person or organization. 2 "Bodily injury" or "property damage" resulting {rom the "hazardous propenies of "nuclear material". ir: o. The "nuclear material" (i) is at any "nuclear bcility" ov\ned by, or operated by or on behal, of, an "lnsured" or (ii) has b€en discharged or dispersed therefom; b. The "nuclear material" is contained in "spent fuel" or "\aste" at anytime possessed, handled, used, processed, stored, transported or disposed of by or on behalf of the "lnsured"; or c. The "bodily iniury" or "property damage" arises out ot the furnishing by an "lnsured" o, services, materials, parts or equipment in connection vrih the planning, consfuction, mainenance, operaton or use ol any "nuclear facility". 3 "Bodily iniury" or "property damage" resulting fom trre intentional or unintentional detonation ol any nuclear bomb or nuclear device. 0 r5i oc-unmF 1X9799 ( 10/05)Pasc 9 ol 24 F#Xr ffiE 4. fu used in this exclusion, the ,ollovving defnitions apply; a. "Hazardous propenies" include radioactive, toxic or eplosive properties; b. "Nuclear material' means "source material", "special nuclesr material" or "by-product mat6rial"; c. "Source material", "special nuclear material" and "by-product material" have the meanings given them in Atomic Energy Act of 1954 or in any law amendatory thereof; d" "Spent fuel" means any fuel element of fuel component, solid or liquid uhich has been used or e4cosed to radiation in a "nuclear reactor"; e. "Waste" means any waste material (l) containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium lorm any ore processed primarily for its "source material" content, and {ii) resulting lrom the operation by any person or organization of any "nuclear bcility" included under the first trao paragraphs of the defnition of "nuclear lacility"; f. " Nuclear facility" means: (i) Any "nuclear reactor "; (ii) Any equipment or device designed or used lor (a) separating the isotopes or uranium or plutonium, (b) processing or utilizing "spent fue1", or (c) handling, processing or packaging " vlaste "; (iii) Any equipment or device used for the processing, fubricatng or alloying of "special nuclear material" iI at any dme tre total amount of such material in the custody of the "lnsured" at the premises wtrere such equipment or device is located consists of or contains more than 25 grams o{ plutonium or uranium 233 or any combination thereor, or more that 250 grams ol uranium 235; (iv) Any sfucture, basin, excavation, premises or place prepared or used for the storage or disposal or "\ Este "; and includes fie site on \,1hich any of the foregoing is located, all operations conducted on such site and all premises used for such operations. V. Securities and Financisl lntorest Any liability arising out of: 1. Any violation of any securities law or similar law or any regulation promulgated thereunder; 2 The purchase, sale, offer oi sale or solicitation o{ any security, debt, insurance policy, bank deposit or financial interest or insfument; 3. Any representation made at any time in relation to trte price or value of any security, debt, insurance policy, bank deposit or financial interest or instument; or 4. Any depreciation or decline in price or value ol any security, debt, insurance policy, bank deposit or fnancial interest or instument. W. Coverage excluded or sublimited by tho Schgdulgd Underlying lnsuranco "Bodily injury", "property damage", or "personal and advertsing 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 2 ls in any way subject to a sublimit \ hich is less than the limits of insurance o{ 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 injury, loss, cost, damage, or expense sustained by any person for the real or alleged emergence, confaction. aggravation or exacerbation of any Jorm o{ silicosis or any other disease of the human body caused by, arising out o{, or resulting from the manufacture, mining, use, sale, removal, or distribution by 0152 OC.UMBRtx9799 ( 10/051 Page 1O of 24 page 41 of 55 Fh:H*k-{ttiEITI* page 42 of 55 any person or organization o, silica, silica products, silica fbers or silica dust, or the eposure to silica, silica products, silica fbers or silica dust; or 2 Any obligation of the insured to detnd and/or indemnify any party because oI damages arising out of such 'bodily injury", sickness, disease, occupationai disease, disability, shock, d€ath, mental anguish or mental injury, at any time caused by. arising out of, or resulting lrom the manubcture ot, mining of, use of, sale ot, removal of, distribution of, or e)eosure to silica, silica producB, silica fbers or silica dust. y. Violalion Ot Statutos ln Connection Wth Sending, Trsnsmitting Or Communicating Any Material Or lntormation Any claim or "suit" alleging or asserting trat any act or omission vioiabs any statute, ordinance or regulation ol any federal, state or local government. including any amendment of or addition to such lav,,s. that includes, addresses or applies to the sending, transmining or communicating of any material or information, by any means nhatsoever. Z. Other Personal ond Advertising lnjury " Personal and advertising injury" : 1. Caused by or st the direction o{ the "lnsured" \ ith the knov\iedge d'rat tre act ' ould violate the rights of another and \ DUld inffict "personal and advertising iniury". 2 Arising out ot oral or \Mitten publication of material, i{ done by or 8t the direction o{ the "lnsured" \ ith knovJedge ol its falsity. 3. Arising out o, oral or witten publication o, material $hose first publication took place before the beginning oI he policy period. 4. Aising out o, a criminal act committed by or at the direction o, the "lnsured". S. For wtlich the "lnsured" has assumed liability in a conrad or agreement. This exclusion do€s not apply to: 8. Liability for damages that the "lnsured" \ould have in the absence oI the contract or agreement; or b. Liability {or false arrest. detention or imprisonment assumed in a confact or agreemont 6. Arising out ol a breach ot contact, except an implied contract to use another's advertising idea in your '' advertjsement". 7. Arising out of fre failure ol goods, products or services to conform \ ith any statement oJ qualitY or perlormance made in your "advenisement", 8. Arising out of the urong description o, the price of goods, prducts or services stated in your " ad ve nise me nt" . 9. Arising out of fi€ inlringement ol copyright, patsnt, tademark, fade socrot or other intsllectual property rights. Ho\ ever, this exclusion does not apply to infingement, in your " adve rtisement" , of copyright, trade dress or slogan. 10. CornmrtEd by an "lnsured" nlrose business is: a. Ad\€rtising, broadcasting, publishing or telecasting; b. Designing or determining content of \ €bsites for others; or c. An internet search, access. content or service provider. Ho\ rever, this exclusion does not apply to Paragraphs 1, 2 and 3 ot the definition ol 'personal and advertising injury" in SECTION V - DEFINITIONS. For the purposes of tris exclusion, the placing of lrames, borders or links, or advertising, {or you or others anyv*rere on the lnternet, is not by iBelf, considered the business ol advertising, broadcasting. pudishing or telecasting. 11. Arising out o{ an electronic chatoom or bulletin board the "lnsured" hosts, owls, or over l hich the "lnsured" exercises contol. 0r 53 oc-uNan 1X9799 ( rO/O5l Pasc 11 ol 24 li+11-iiffi page 43 of 55 0t 54 OC-UMBR tx9799 llqos)Paga 12 ot 24 12 Arising out of the unauthorized use ol another's name or product in your e-mail address, domain name or meta tag, or any other similar tactics to mislead anotrer's potental customers. SECTION IV. LIMITS OF INSURANCE A. The limits of insurance shovr in ltem 3 ol the Declarations and the rules below state the most vre nill pay for all Damages under this policy regardless of the number ot 1. "lnsureds"; Z Claims made or "suits' brought; or 3. Persons or organizations making claims or bringing "suits". B. The General &gregate Limit is the most r E v\ill pay for all damages under this policy, except lor: 1. Damages included l,rithin the "products-completed operations hazard"; and Z Damages because o{ "bodily iniury" or " property damage" to which this policy applies, caused by an "occurrence " and resulting from the owrership, maintenance or use of a "covered auto", C. The Products-Completed Operations AOgregate Limit is the most v\€ will pay for all damages included in the " products-completed operations hazard". D. Subject to Paragraphs B and C above, rrrtrichewr applies, the Each Occurrence Limit is the most rae vrill pay for the sum ot all damages arising out o{ any one 'occurrence" or offunse. E. Subject to Paragraphs B and C above, v\hiche\€r applies, the most u€ vull pay br damages under fiis policy on behalf o{ any person or organization to , hom you are obligaEd by a raritten "insured contract" to provide insurance such as is atforded by this policy is the lesser oI the limits of insurance showl in ltem 3 of the Declarations or tle minimum limiG ol insurance you agreed to procure in such v\ritten "insured contract". F. This policy applies only in excess of the total applicaHe limits of "scheduled underlying insurance" and any applicable "other insurance" wtrether or not such limits are collectible. lI, ho,^ever, a policy shovtrr in the Schedule ol Underlying lnsurance has a limit o{ insurance: 1. Greater than the amount shov'n in such schedule, this policy vrill apply in excess ol such greater amount; or 2 Less han the amount shov'n in such schedule, this policy lr.ill apply in excess o, the amount shov'n in the Schedule of Underlying lnsurance torming a part of this policy. G. ll the total applicabie limits of "scheduled underlying insurance" and any applicable "other insurance" are reduced or etrausted by the payment o, damages to v*rich this policy applies, ue vrillr 1. ln the event ol reduction, pay damages in excess of tle remaining total applicable limiG of "scheduled underlying insurance" and any applicable "other insurance"; and 2 SUbJect to PaTagTaph E o{ SECTION II - DEFENSE AND SUPPLEMENTAFY PAYMENTS, in the event o, e),fiaustion, continue in force as underlying insurance. H. Epenses incurled to defund any "suit" or to investigate any claim \ ili be in addition to the applicable limits o{ insurance orthis policy. Provided, hov\ever, tlat it such expenses reduce the applicable limits o, "scheduled underlying insurance", then such expens6s vlill reduce the applicable limits oI insurance o{ this policy. l. The limits ot insurance of this policy spply separately to each consecutive annual period and to any remaining period of less than tv\Elve ('12) months, beginning \ith the inception date of the "policy period" shovfi in the Declarations, unless the "policy period" is extended after issuance lor an additional period ol less lhan taelve (12) months. ln that case, the additional period \ ill be deemed part o, the last preceding period ,or purposes of determining the limhs ol insurance oI this policy. J. We \,ill not make any payment under this policy unless and undl: 1. The btal applicable limits ol "scheduled underlying insurance' and any applicable "other insurance" have been exhausted by the paymenl of damages to \ahich this policy applies; or I HStlJ;l..IriE! FlE*: page 44 of 55 2 The total applicable "Selr-lnsured Retention" has been satisfied by the payment ol damages to wtrich this policy applies. When the amount of damages has been determined by an sgreed settlement or a fnal judgement, \ € v\ill promptly pay on behalJ o{ the "lnsured" the amount of damages falling vithin the terms o{ this policy, An agreed setdement means a settlement and release of liability signed by us, the "lnsured" and the claimant or fre claimant's legal representative. SECTION V - DEFINITIONS A. "Adv€rtisement" means a notice that is broadcast or published to the general public or specifc market segments about your goods, products or services lor the purpose oJ atuacting customers or supporters. For the purposes of this defnition; 1. Notices that are published include material placed on the lnternet or on similar electronic means of communication; and 2 Regarding \ €b-sites, only that pan of a u€b-site that is about your goods, products or services tor the purposes o{ atfsctng custom€rs or suppor€rs is considered an 'advertisement". B. "AJto" means: 1. A land motor vehicle, trailer or semifailer designed {or travel 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 otter motor vehicle insurance law in the state v\here it is licensed or principally garaged. Holr€ver, "auto' does not include "mobile equipment". C. "Bodily injury" means bodily injury, disability, sickness, or disease sustained by a person, including death resulting fom any o{ these at any time. "Bodily injury" includes mental anguish or other mental iniury resultinq from "bodily injury", D. "Coverage territory" meansr 1. The Unied States o{ Arnerica, including its territories and possessions, Puefto Rico and Canada; or 2 lI provided by the underlying policy, anyvfiere else in the v\orld v\ifi the exception of any country or jurisdiction wtrich is subject to tade or other economic sanction or embargo by the United States of Arnerica. lf \^€ are prohibited by law lrom providing a debnse in any location described in this defnition and \€ are obligated to provide such debnse under SECTION ll - DEFENSE AND SUPPLEMENTAFY PAYMENTS, \€ \aill reimburse you lor legal fues and other debnse e&enses incurred \,ith our consent under the terms and conditions ol this policy. It coverage Jor a claim under this policy is in violation oI any United StaEs o{ America's economic or tade sanction, including, but not limited to, sanctions adminisered and enlorced by the U,S. Treasury oepartment's Office oI Foreign Assets Control ('OFAC') then coverage ior hat claim shall be null and vcid. E. "Covered auto' means only those "autos" to rrrhich "scheduled underlying insurance' applies. F" "Employee" includes a "leased norker". "Employee" does not include a "temporary v\orker". G. "E)€cuti\r'e officer" means a person holding any of tle officer positions created by your charter, constitjtion, by-lav\6 or any other simiiar governing document. H. "Hostile fre" means a fre that becomes uncontrollable or breaks out lrom \here it \6s intended to be. l. "lmpaired property" means tangible property, other than "your product" or "your \,\,ork", trat cannot be used or is less useful because: 1. lt incorporates "your product" or "your raork" that is knowr or trought to be defuctive, deficient, inadequate or dangerous; or 0155 OC.UIIBR LX97SS 110/G5l Pagc 13 ol A F#E-Jffi page 45 of 55 2 You have failed to fulfill tre Erms o, a contract or agreemenu if such property can be restored to use by: 1. The repair, replacement, adjustrnent or removal o, "your product" or "your \ork"; or 2 Your fulf lling the Erms o, the contract or agreement. J. "lnsured" means: 1. The "Named lnsured"; 2 Except for liabilhy arising out of the owrership, maintenance, or use of "covered autos"; a. lf you are designated in the Declarations as: (11 Arn individual, you and your spouse are "lnsureds", but only v\ith respect to the conduct of a business oI vfiich you are the sole ovner; (a A parfiership or icint \€ntrre, you are an "lnsured'. Your members and your partrrers, and their spouses are also "lnsureds", but only \ it}l r€spect to the conduct o, 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 v\itr respect to their duties as your managers; (4) An organization other than a parbership, jcint venture or limited liability company, you are an "lnsured", Your "e)Gcutive oJfcers" and directors are "lnsureds", but only \ ith respect to their dudas as your otficers or directors. Your stockholders are also "lnsureds", but only \ih respect to their liability as stockholders; (5) Arust, you are an "lnsured", Your fustees are also "lnsureds", but only v\ith respect to their duties as trustees; b. Your "volunteer uorkers" only r,ririle perlorming duties relaed to the conduct ot your business. Your "employees' other than your "e)ecuti\€ officers" liI you are an organizatjon other Ulan a parurcrship. jdnt venture or limited liability company) or your managers (if you are a limited liability company), but only br acts \ ithin the scope of their employment by you or while perlorming duties related to the conduct o, your business. Hovrever, none of these "employees' or "volunteer uorkgr5" 61s insureds for: (1) "Bodily injury" or "personal and advenising injury": (a) To you, to your parhers or members (iI you are a parhership or joint venure). to your members (i, you are a limiEd liability company), to a co-"emplo)€e" in lhe course of his or her employment or periorming duties related to the conduct o, your business or to your other 'volunteer \ Drkers" while performing duties related to the conduct ot your business; or any claim or "suit" brought by or on behal, of the spouse. child, psrent, brother or sister o{ that co-"employee" or "volunteer uorker" as a consequence of such "bodily injury" or "personal and advertising injury", or; (b) For \hich there is any obligation 10 share damages \ith or repay someone else \ ho must pay damages because of the injury described in Paragraphs (l)(i) above. (2 "Property damage" to property: (a) OMed, occupied or used by, (b) Rented to, in the care, custody or contol of, or orrer ultich physical confol is being exercised ,or any purpose by you, any of your "employees", "volun@er ' oIkers", any parher or member (if you are a partnership or jdnt venture), or any member (i{ you are a limited liability company). c. Any person (ofl"ter than your "employee" or "volunteer \orker") or organization t hile acting as your real estate manager; d. Your legal representative iI you die, but only \it\ respect to duties as such. That representative uill have all your rights and duties under this policy; 0156 OC.UMBR 1X9799 t 10/O5t Paga 14 ol 24 ffi page 46 of 55 a. Any person or organization, other than the "Named lnsured", included as an additional "lnsured" under "scheduled underlying insurance", but not for broader coverag€ than \ ould be afforded by such "scheduled underlying insurance ". 3. Only \ ith respect to liability arising out of the ov,nership, maintenance, or use oI "covered autos ": a, You are an "lnsured"; b. Anyone else v*rile using v\ith your permission a "covered auto" you owt, hire, or borrow is also an "lnsured" except: (1) The ovrner or anyone else lrom whom you hire or borrow a "covered auto". This exception do€s not apply if the "covered auto" is a trailer or semi-failer connected to a "covered auto" you otimi (2 Your 'employee" if the "covered auto" is or^ned by that "employee" or a member oI his or her household; (3) Someone using a "covered auto" wtrile he orshe is \,orking in a business of selling, servicing, repairing, parking or storing "autos" unless fiat business is yours; (4) Anyone other than your "employees", parfiers (i{ you are a parb'tership), members (i{ you are a limited lisbility company), or a lessee or borro\ Er or any of their "employees", \hile moving property to or ftom a "covered auto"; (5) A partner (if you are a partrership), or a member (if you are a limitsd liability company) for a "covered auto" oyfied by him or her or a member o{ his or her household; {6) "Employees" witr respect to ''bodily iniury" to any fullow "employee" of rhe "lnsured" arising out of and in the course of the bllow "employee's" employment or \ hile performing duties relaled to fie conduct of your business; c. Anyone liable for the conduct of an "lnsured" described above is also an "lnsured", but only to the extent of that liability. 4 Not\,r,ifistanding any o{ the above I a. No person or organization is an "lnsured" \,ilh respect to the conduct of any current, past or neWy iormed part-rership,,oint venture or limited liability company fiat is not designated as a "Named lnsured" in ltem 1 ot the Declarations; and b. No person or organization is an "lnsured" under this policy lttro is not an "lnsured" under "scheduled underlying insurance". K. "lnsured confact" means that part of any contact or agreement pertaining to your business under \ ttich any "lnsured" assumes the lort liability oI ano+rer party to pay 60r "bodily injury" or "property damage " to I third person or organization. Tort liability means a liability that vlould be imposed by law in the absence oI any conuact or agreement, "lnsured contact" does not include that part o{ any contact or agreement: 1. That indemnifies a railroad lor "bodily injury" or "property damage" arising out of construction or demolition operations, \,ithin 50 ieet of any railroad property and aflecting any raikoad bridge or tresde, tracks, road-beds, trnnel, underpass or crossing; 2 That indemnifes an architect, engineer or surveyor lor injury or damage arising out of: a. Preparing, approving, or ,ailing to prepare or approve, maps, shop drau,ings, opinions, reports, surveys, field orders, change orders or dra\ ings and specifications; or b. GiVng directions or instructions, or fuiling to give them, it that is the primary cause oI the injury or damage; or 3. Under lthich the "lnsured", it an architect, engineer or surveyor, assumes liability for an injury or damage arising out o{ the "lnsured's" rendering or fuilure to render proftssional services, including those shovfl in subparagraph 2 above and supervisory, inspectjon, architectural or engineering activities. 0157 OC.UMBR 1X9799 t 10/O5l Pago 15 ol 24 ffi page 47 of 55 L. "Loading or unloading" means the handling ol propeny: 1. ArEr it is moved ,rom the place \ here it is accepted br movement into or onto an aircralt or \,1iBte rCraft; 2. \,/vlrile it is in or on an aircraft or v\atercraft; or 3. tAhile it is being moved fom an aircraft or \ /atercraft to the place vrhere it is fnslly delivered; but "loading or unloading" does not include the movement o, property by means o, a mechanical device, other than a hand truck, that is not attached to the aircraft or v\€t€rcraft. M. "Leased raorker" means a person leased to you by a labor leasing firm under an agreement betwen you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased \lorker" does not include a "temporary uorker". N. "Mobile equipment' means any of the lollovring types oI land vehicles, including any attached machinery or equipment: 1. Bulldozers, farm machinery, icrklifts and other vehicles designed ior use principally orf public roads; 2 Vehicles maintained for use solely on or next to premises you owr or rent; 3. Vehicles that travel on cra\,ler treads; 4. Vehicles, \^hether self-propelled or not, maintained primarily to provide mobility to permanendy mounted: a. Po,aer cranes, shovels, loaders, diggers or drills; or b. Boad consvuction or resurfacing equipment such as graders, scrapers or rollers; 5. Vehicles not described in Paragraph 1,2,3 ot 4 above that are not self-propelled and are maintained primarily to provide mobility to permanendy attached equipment of the following types: a. Air compressors, pumps and generators, including spraying, ualding, building cleaning, geophysical eplorstion, lighting and raell servicing equipment; or b. Cherry pickers and similar devices used to raise or loraer raorkers; 6. Vehicles not described in Paragraph 1, 2, 3 o( 4 above maintained primarily br purposes other than the vansportation of persons or cargo. Hovrever, self-propelled vehicles vrith the lollovring types of permanendy attached equipment are not "mobile equipment", but \ ill be considered 'autos': a. Equipment designed primarily br: (i) Snow removal; (ii) Road maintenance, but not constuction or resurbcing; or (iii) Street cleaning; b. Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lo, er uorkers; and c. Air compressors, pumps and generators, including spraying, uelding, building cleaning, geophysical exploration, lighting and uell servicing equipment. Houcver, "mobile equipment" does not include land vehicles that are subiect to a compulsory or financial responsibility law or other motor vehicle insurance law in the state \ here it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or otrer motor vehicle insurance laware considered "autos". O. "Named lnsured" means: 1. Any person or organization designa€d in ltem 1 ol the Declarations; 0158 OC-U BR LX9799 ( 10iG5)Pag! 16 of 24 li+"tD.-EffiffiTl.:tE*ig page 48 o, 55 1. False arrest. detenton or imprisonment; 2 Maliciousprosecution; 3. The urongful eviction {rom, lvongful enry into, or invasion of lhe right of private occupancy ol a room, dv\elling or premises that a person occupies commitEd by or on behalf ol its ov(ler, 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; 0159 oC-UI'rBB 1X9799 { 1005)Pag. 17 o( 24 2 Any organization in which you maintain an interest of more than fifty percent (5O%) and which is included as a named insured under "scheduled underlying insurance", as of the effective date of fiis policy and to r,rhich more specifc insurance does not apply, provided that this policy does not apply to any "bodily injury" or "property damage" that occurred or any " personal and advertising injury" that \6s caused by an "occurrence" trat v6s committed before you acquired or iormed such organization or after you ceased to maintain an interest o, more than filty percent (5070) in such organization; and 3. Any organization, except for a partrership, joint ventrre or limited liability company, that you acquire or lorm during the "policy period" in \hich you maintain an interest ol more than ffty percent (5oo/o) and to which more specific insurance does not apply, provided that: a. Such organization is included as a named insured under "scheduled underllng insurance"; b. This policy does not apply to any "bodily injury" or "property damage" that occurred or any "personal and advertising injury" that was caused by an "occurrence" that \,18s committed before you acquired or Jormed such organization or after you ceased to maintain an interest of more than flty percent (50olo) in such organiza6on; and c. You give us prompt notice after you acquire or form such organization. Subiect to the provisions ot Paragraphs 3a, 3b and 3c above, a parhership, joint ventrre or limited liability company that you acquire or ,orm during the "policy period" may be added as an "lnsured" only by a \ ritten endorsement tlat \ € make a part of this policy. We may, at our opdon, 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 exposure to substantially the same general harmful conditions. All such exposure to substantally the same general harmful conditions will be deemed to arise out oI one "occurrence". ln the event o, continuing or progressively deteriorating damage over any length oJ time, such damage shall be deemed to be one "occurrence", and shall be deemed to occur only v*ten such damage frst commences. 2 As respects "personal and advertising injury", an offense arising out oI your business that causes "personal and advertjsing iniury". All damages that arise ftom the same, related or repeated injurious material or act \ ill be deemed to arise out of one "occurrence'', regardless of the trequency or repetition thereoJ, the number and kind of media used and the number ol claimants. O. "Other insurance" means a valid and collectible policy of insurance providing coverage for damages covered in v*role or in part by this policy. Ho\€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 tfrat this policy also affords. R. "Personal and advertising iniury' means iniury arising out oJ your business, including consequential ^bodily injury", arising out o{ one or more of the iollo\ ing othnses: $-tr-*ffi page 49 of 55 5' Oral or witten public8tion, in any manner, oI material that violates a person's right o{ privacy; 6. The use o{ another's advertising idea in your "advertisement"; or 7. lnfingement upon another's copyright, trade dress or slogan in your " advertisement". S. "Policy period" means the period of time ftom the incepton date sho\Ml in ltem 2 o{ the Declarations to the earlier oI the expiration date sho\ n in ltem 2 o, the Declarations or the effective date oJ termination ol this policy. T. "Pollutants" means any solid, liquid, gaseous or fiermal irritant or contaminant including smoke, vapor, soot, fumes, acids, alkalis, chemicals and l1aste. Waste includes materials to be recycled, reconditioned or reclaimed, U. " Products-completed operations hazard" means all "bodily injury" and 'property damage" occurring av16y lrom premises you ov''l or rent and arising out of "your product" or "your v\ork" exceptl 1" Products that are still in your physical possession; or 2 Work that has not yet been completed or abandoned. Horr,cver, "your ',rork" \ill be deemed completed at the earliest of the follovring times: a. Vvhen all of the \ ork called {or in your contract has been compleEd; b. Vlhen all of the uork to be done at the job site has been completed ifyour contact calls ior \ ork at more than one job site; or c. \Mren that part of the vrork done at a iob site has been put to its intended use by any person or organization other than another contractor or subcontractor \ orking on the same proiect. Work that may need service, maintenance, correction. repair or replacement, but wtrich is other\ ise complete, uill be reated as completed. " Products-completed operations hazard" does not include "bodily iniury" or 'property damage" arising out of: 1. The transportation ot property, unless the iniury or damage arises out o, a condition in or on a vehicle not ovfied or operated by you and that condition uias created by the loading or unloading (meaning "loading or unloading' but \^ith respect to I v€hicle) of thst vehicle by any "lnsured"; or 2 The existence oI tools, uninstalled equipment or abandoned or unused materials. V. "Property damage " means: 1. PhlEical iniury to tangibie property, including all resulting loss oI use of that property. Al such loss of use v\ill b€ deemed to occur at the time of the physical injury that caused it; or 2 Loss of use ol tangible property th8t is not physically injured. Al such loss of use vrill be deemed to occur at tre time o, the "occurrence " that caused it. For the purposes ol this insurance, electronic data is not tangible property. As used in fris defnition, electronic data means information, bcts or programs stored as or on, created or used on, or uansmitted to or rrom computer soft\^€re, including systems and applications soft\ are, hard or floppy disks. CD-ROMS, tapes, drives, cells, data processing devices or any other media \,ttich are used v\ith electronically conrolled equipment. W. "Retained Amount" means: l The total applicable limits of "scheduled underlying insurance" (plus any "Selr-lnsured" retention applicable fiereto) and any applicable 'otler insurance" providing co\€rage to tte "lnsured"; or 2 The "Sell-lnsured Retention" applicaue to each "occurrence" that results in damages not covered by "scheduled underllng insurance" nor any applicabie "other insurance" providing coverage to the "lnsured'. 0160 O C -UrvtAR LX9799 (1006)Pasc la ot 24 hilrtiffi page 50 of 55 X "Scheduled underlying insurance" means: 1. The policy or policies ol insurance and limits of insurance (plus any selfinsured retsntion applicaue thereto) shovn in the Schedule of Underlying lnsurance; and 2 Automatically any rene\n€l or replacement of any policy in Paragraph 1 above, provided that such reneual or replacement provides equivalent coverage to snd affords limits of insurance equal to or greater than the policy being renev\€d or replaced, "Scheduled underlying insurance" does not include a policy of insurance specifcally purchased to be excess oJ this policy affording coverage that this policy also allords, Y. "Sel{-lnsured Retention' means the amount that is shovtrl in ltem 4 of the Declarations. Z. "Suit" means a civil proceeding in which damages because ot'Bodily lnjury", "Property Damage", or "personal and adverlising iniury" to v*rich this policy applies are alleged. "Suit" includes: 1. An arbiration proceeding in nttich such damages are claimed and to \hich the "lnsured" must submit or does submit \ ith our consent; or 2 Any ofrer alternative dispute resolution proceeding in v\.hich such damages are claimed and to \ hich the "lnsured" subrnits uith our consent. AA. "Temporary M,orker" means a person lrrho is furnished to you to substittlb {or a permanent "employee" on lea\e or to meet seasonal or short-term vrorkload conditons . BB,"Volunteer v\Drker" means a person v+ro is not your "employee" and vrho donates his or her \ ork and acts at tie direction of and vrithin the scope o, duties determined by you, and is not paid a fue, salary or other compensation by you or anyone else fi3r thek v\ork periormed ior you. CC. "Your product" means: 1. Any goods or products, other than real property, manu{actired, sold, handled, distibuted or disposed o{ by: a. You; b. Others rading under your name; or c. A person or organizadon l,rtrose business or assets yotl have acquired; and 2 Containers (other than vehicles), materials, parts or equipment furnished in connection vrith such goods or Products. "Your product" includes: 1. Warranties or representations made at any time \ith respect to the fhess, quality, durability, performance or use of "your product"; and 2 The providing oJ or failure to provide v\arnings or instructions' 'Your product" does not include vending machines or other property renEd to or located tor the use ol others but not sold, DD."Your raork" means: 1, Work or operations perlormed by you or on your behalf; and Z Materials, parts or equipment furnished in connection \^ith such v\ork or operations. "Your vrork " includes: 1. Warranties or representltions made at any time yrith respect to tle ftness, quality, durability, perlormance or use of "Your Work";8nd 2 The providing o, or Jailure to provide vrarnings or instructjons. SECTION \4. CONDITIONS 016 r OC.UMBR 1X9799 110/06t Pasc 19 of 24 FS?irfr5+-rlF,$rl pag€ 51 of 55 A. Appsals ln the event dre frst Named lnsured or the frst Named lnsured's underlyng insurer (if applicable) elect(s) not to appeal a iudgement in excess of the "Retained Arnount". u€ may elect to make such appeal at our owl cost and elpense, and \ € shall be liable for fie taxable costs and disbursements and interest incidental hereto, but in no event shall our liability ror damages exceed the sum set forth in the Declaration's ,or any one "occurrence", including the cost and e)@ense oI such appeal. B. Examination oI Your Books and Rscords We may audit and examine your books and records as they relaE to this policy at any tme during the period of this policy and br up to three (3) years after the epirstion or termination ol this PolicY. C. Bankruptcy or lnsolvency Your receivership bankruptcy, insolvency or inability to pay or the receivership bankruptcy, insolvency or inability to pay of any of your underlying insurers vrill not relieve us trom the payment of damages covered by this policy, But under no circumstances vrill such receivership bankruptcy, insolvency or inability to pay in any 'aay increase or expand our liability or require us to drop do\/\rr, replace or assume any obligation under "scheduled underlying insurance ", D. Cancollation 1. The first Named lnsured shovrn 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 first Named lnsured r,rrritten nodce ol cancellation at least: s. 10 days before the e{ftctive date of cancellation il vlE cancel Jor nonpayment oJ premium; or b. 30 days before the erfective date of cancellation iI ue cancel Jor any other reason. 3. We vlill mail or deliver our notce to the frst Named lnsured's last mailing address know'r to us. 4. Notice of cancellation \ill state the effuctive dae of cancellation. The "policy period" \ill end on trat date. 5. lf this policy is canceled, vre vr,ill send the frst Named lnsured any premium refund due. lf vrc cancel, the refund v\ill be pro rata. lf tte frst Named lnsured cancels, earned premium \ ill be calculated in accordance \ ith the customary short-raG table and procedure, or the Mnimum Earned Premium at lnception oI the policy shorm in ltem 5 ol fie Declarations, v*tich ever is greater. The cancellation \^ill be effective even il 'ae have not made or offered a refund. 6. lf notice is mailed, proof oI mailing Wll be sufficient prool ol notice. E. Chsngo ln Contlol lf during the "policy period": 1. the frst Named lnsured designabd in ltem 1 ot the Declarations consolidates v\ith or merges into, or sells all or substantially all of its assets to any person or entity; or 2 any person or entity acquires an amount o{ the outstanding ovtrrership interests representing more than 50% ol the voting or designation po\/\€r Jor the election of directors o, the first Named lnsured designated in ltem 1 o{ the Declaratons, or acquires the voting or designation rights oI such an amount ol ovmership interests; This policy \ill continue in full force and effect as to "bodily injury" and "property damage" that occur prior to the effective date of such iansaction and "personal and advenising injury' caused by an "occurrence" that takes place prior to the effective date o{ such transaction. There vrill be no coverage afforded by this policy lor "bodily injury" or "property damage" fiat occurs on or after the effective date of such transaction and "personal and advertising injury" caused by an "occurrence" that takes place on or after the elfuctive date ol such transacton. 0162 o c - uruBR 1X9799 t 1d05)Paso 20 ot 24 H:31:L_?.+ffi F. Changss Notice to or knovuedge possessed by any person shall not affect a vlaiver or change in any part of this policy or stop us fiom asserting any rights under the terms o{ this policy, nor shall the terms o, this policy be uaived or changed, excefi by endorsement issued to ,orm a part hereof. signed by an authorized representative of the Company. G. Duties in the Evont of an Occurrsnca. Claim or Suit 1. You must see to it trat \€ 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, \ hen and uhere the 'occurrence" took place; b, The names and addresses of any injured persons and any \ itrresses; and c. The nature and location ol any injury or damage arising out ol tre "occurrence", 2 lf a claim is made or "suit" is brought against any "lnsured" vlhich is reasonably likely to involve this policy, you must noti{y us in \,witing as soon as practicable on tre assumption that an "lnsured" is liable for the damages claimed. Written notice should be mailed or deli\€red to: AIG -Lexington c/o AC PC P.O. Box 2931 18 Nashville. TN 3722+31 18 Claim repofting information can also be lound on our ra,ebsite, www.lcxinotonineursnce.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 vrith the claim or "Suit"; b. Arhorize us to obtain records and otter inlormatjon; c. Cooperate r,rilh us in the investigation, setdement or delense of the claim or "Suit"; and d. Assist us, upon our request, in the enrorcement of any right against any person or organization fiat may be liable to the "lnsured" because of injury or damage to which this insuranca may also apply. 4. No "lnsured" v\ill, except at that "lnsured's" ov\n cost, voluntarily make a payrnent, assume any obligation or incur any ercense, other than for first aid, \ ithout our consent. H. lnspection We have the 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 oJ your premises and operations and the premiums to be charged. We may give you reports on fre conditions that v\Efnd. We may also recommend changes, We do not, ho\,^ever, undertake to perlorm the duty ol any person or organizstion to provide lor the health or safuty ol your "employees" or the public. We do not uErrant the health and satety conditons ol your premises or operations or represent that your premises or operations comply v\ith la\ ,s, regulaions, codes or standards. l. Legal Actions Against Us No person or organization has a right under this policy: '1. To ioin us as a party or othe tise bring us into a "suit' asking for damages ftom an "lnsured''; or 2 To sue us under this policy unless all ol its terms have been fully complied vlith. A person or organizstion may sue us to recover on an agreed settlement or on a fnal judgment against an "lnsured"; but v\€ \ ill not be liable for damages that are not payable under this policy or frat are in excess of tre applicable limits of insurance oi this policy. An agreed settlement means a settlement and release of liability signed by us, the "lnsured" and tre claimant or the claimant's legal representative. OC-UMBR LX97SS t lO/O5|Pas. 21 ol 24 page 52 of 55 0163 tirtil}Effi page 53 of 55 J. Maintcnanco olScheduled Undorlying lnsurancs You agree that during the "policy period": 1. You ujll keep "scheduled underlying insurance" in full brce and elftcq 2 The terms, defnitions, conditions and exclusions of "scheduled undedlng insurance" \ill not materially change; 3. The total applicaue limits ot "scheduled underlying insurance" \,rill not decrease, except br any reduct,on or e*raustjon ol aggregate limits by payment of damages to v\hich this policy applies. 4. Any rene\^€ls or replacements of "scheduled underlying insurance" \ill provide equivalent coverage to and afford limits of insurance equal to or greater than the policy being rene'ned or re placed, lf you lail to comply \ itrr these requirements, v\€ v\ill be liable only to the same extent tlat \ € uould have, had you fully complied \ ith these requirements. K. Other lnsuranco l{ other valid and collectible insurance applies to damages that are also covered by this policy, this policy v\ill apply excess oI the "other insurance". Horaever, this provision \,ill not apply i, the other insurance is specifically witEn to be excess o, this policy. L. Premium and Audit 1. We rnill compute all premiums for this policy in accordance vrith our rules and rates. 2 11 the premium fur this policy is a flat premium, it is not subject to adjustment, except that additional premiums may be required ,or any additional exposure and/or "lnsureds", or as provided for in Condition 0 Cancelladon. The premium shovn in ltem 5 of the Declarations as the Total Advance Premium is a deposit premium only. lJ the policy is subject to audit adiustment, the actual e&osure base lMll be used to compuE the earned premium. lf the learned premium is greater than the Advance Premium, the frst Named lnsured will pay the diffurence to us due and payable upon notice. Subject to the Annual l/trnimum Premium shovn in ltem 5 ot the Declarations, if th6 earned premium is less than the Total Advance Premium, \ E \ ill return the dilfurence to the first Named lnsured, 3. The frst Named lnsured must keep records of the information ua need tor premium computation, and send us copies at such times 8s \^,e may requsst. The first Named lnsured showt on the Declarations is responsible ,or the payment of all premiums and \ ill be the payee for any return premiums \4e pay, M. Reprosontalions oI Fraud By accepting this policy, you agree; 1. The staEments in the Declarations are accurate and compleE; 2 Those statements 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 faud by you as it relates to this policy or any claim or "suit" under this policy. N. Soparstion o{ "lnsurods " Except \ ith respect to t1e limits oI insurance of this policy and rights or duties specifcally assigned to tle frst Named lnsured designated in ltem 1 oJ the Declaratons, this insurance appiies; 1. As i{ each "Named lnsured" rnere the only "Named Insured"; and 2 Separately to each "lnsured' against \ trom claim is made or "Suh" is brought, O. Tronsler of Rights of Recovery 1. lf any "lnsured" has righb to recover all or part of any payment \/l€ have made under this policy, those rights are transferred to us. The "lnsured" must do nothing after loss to impair these righs and must help us enlorce them. 0164 OC.UMBR L X9799 110/G5l Pasc 22 ot 24 page 54 of 55 2 Any recoveries \ ill be applied as follovl6: a. Any person or organization, including the "lnsured", that has paid an amount in excess oJ the applicable limits of insurance of this policy \ ill be reimbursed f rst; b. We then \ ill be reimbursed up to the amount ue have paid; and c. Lasdy, any person or organization, including the "lnsured" that has paid an amount over wtrich this policy is excess is entiied to claim the remainder. Epenses incurred in the e)€rcise o, rights of recovery v.ill be apporlioned among the persons or organizations. including the "lnsured", in the rato o{ their respective recoveries as fnally setted. 3. lf, prior to the time of an "occurrence", you and the insurer of "scheduled underlying insurance' raaive any right ol recovery against a specific person or organizaton lor iniury or damage as required under an "insured contract", rae will also waive any rights \€ may have against such person o{ organization. P. Transler ot Your Rights and Dutios Your rights and duties under this policy may not be tansbrred \ ihout our witEn consent. It you die or are legally declared bankrupt, your rights and duties \,ill be transJerred to your legal representative, but only while acting vrithin the scope of duties as your legal representative. Horaever, notice of cancellation sent to tle frst "Named lnsured" designated in ltem 1 of the Declarations and mailed to the address shov'n in this policy \ 'ill be su,fcient notice to effect cancellation ol this policy. O. Service ol Suit It is agreed that in the event of our failure to pay any amount claimed to be due hereunder, M€, at the request ol the "lnsured", \/ill submt jurisdicton ol a coun of competent jurisdiction r thin the United States. Nothing in this condition constjtutes or should be understood to constitute a , tsiver of our rights to commence an acton in any court oI competent iurisdiction in fie United States, to remove an action to a United States Disfid Court or to seek a transler ol a case to another coun as permitted by the laras of the United Ststos or ol any state in t]e United States lt is further agreed trat service of process may be made upon Counsel, Legal Department, Lefngton lnsurance Company, 99 High Sfeet, Boston, Massachusetts 0211O, or his or her representative, and tlat in any "suit" instituted against us, upon this policy, v\E v\ill abide by the final decision ol such court or ot an appellate court in the event oI an appeal. Fufiher, pursuant to any statute of any stato, tBrritory, or district of the United Sta@s \ lrich makes provision therefor, M€ hereby designate the Superintendent, Commissioner, Director of lnsurance, or other orfcer specified for that purpose in the statute, or his or her successor or successors in office as our fue and lawful attorney upon whom may be served any lawt l process in any action, "suit" or proceeding instituted by or on behall of you or any beneficiary hereunder arising out of this contract ol insurance, and hereby designate the Counsel, Legal Department, Lexington Insurance Company, gg High Steet, Boston, Massachusetts 02110. as the person to \tlom tle said offcer is authorized to mail such process or a true copy thereof. R. Arbitration Not\ ithstanding Condilion O. Service of Suit, above, in the event ol a disagreement as to tle interpretation of his policy (except \ ifr regard to wtrether this policy is void or voidable), it is mutually agreed that such dispute shall be submitEd to binding arbiration before a panel of three (3) Arbitrators consisting o, trrc (2) party-nominated {non-impartial) Arbkators and a third (impanial) Arbitrator (hereinaJter "umpire") as the sole and exclusive remedy. The party desiring arbiuation oJ a dispute shall notify the other party, said nodce including the name, address and occupation o{ the Arbitrator nominated bv rhe demanding party. The other party shall, \ ithin 30 days follov\ing receipt of the demand, notify in witing the demanding party o{ fie name, address and occupation of the Arbitrator nominated by it. The t^o (2) arbifators so selected shall, wifiin 30 days o, the appoinrnent oI th6 second Arbitrator, select an umpire. llthe Arbitrators are unable to agree upon an umpire, the selection ol the umpire shsll be submitted to the Judicial Arbitration and lMediation SerMces (hereinafter, "JAIvlS"). The umpire shall be selected in accordance v.ith Rule 15 (as may be amended ftom time to time) o, the JAMS Comprehensive Arbitration Rules and Procedures Ior the selection oJ a sole arbitrator. 0165 o c,uniBR 1X9799 ( 1005)Pasc 23 oi 24 ffi l-;Lni EH* page 55 of 55 The panies shall submit their cases to tre panel by ,nritt€n and oral evidence at a hearing time and place selected by the umpire. Said hearings shall be held v\ithin 30 days o{ the selection of the umpire. The panel shall be relieved of all iudicial formality, shall not be obligated to adhere to the strict rules of law or of eMdence, shall seek to enJorce the intent of the parties hereto and may refer to, but are not limited to, relevant legal principlgs. The decision of at least t\/o (2) of the three (3) panel members shall be binding and 6nal and not subject to appeal except ior grounds ol fiaud and gross misconduct by the Arbitrstors. The araard \^,ill be issued \ ithin 30 days of the close of the hearings. Each party shall bear e),penses o, its designated Abitrator and shall jcindy and equally share v'ith the other the epense of the umpire and the arbitration. The arbivation proceeding shall take place in the vicinity ol the frst Named lnsured's mailing address as shovn in the Declarations or such other place as may be mutually agreed by tre first Named lnsured and us. The procedural rules applicable to this arbiration shall, except as provided otrer\,ise herein, be in accordance vrith the JANTS Comprehensive Arbhratjon Rules and Procedures. lN WTNESS WHEREOF, rae have caused this policy to be e)€cuted and attested, but this policy will not be valid unless countersigned by one o, our duly autrorized representatives, wtrere required by law, ,e,k JA1/. -t4. ei+*-- Presldent -. 0166 OC-UMBR 1X9799 ( 1(}05)Pagc 24 ot 24