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2022/02/14 Leighton Consulting, Inc. (27)ts#.ti E*t* page 56 of 163 Cllent#:1257049 3O5LEIGHGROACORD, CERT!FICATE OF LIABILITY INSURANCE CEBTIFICATE NUMBER FEVISION NUMBER 812512022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFOFi'ATION ONLY ANO CONFEFS NO BIGHTS UPON THE CEBTIFICATE HOLDEF, THIS CEFTIFICATE OOES NOT AFFIRMATIVELY OR NEGATIVELY AMENO. EXTENO ON ALfEF THE COVERAGE AFFOROED BY THE POLICIES BELOW. THIS CEFTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTFACT BETWEEN THE ISSUING INSUFEB(S), AUTHORIZEO BEPBESENTATIVE OF PBODUCER. ANO THE CEBTIFICATE HOLDEF. iMpOnrlnr, I th6 cerllficate holdtl an ADDiiiONAL INSUBED. th. pollcy(ior) mu.r hav6 AOOITIONAL INSUREO provlrlohE or be endors€d ll SUBBOGATION lS WAIVED, !ubiect lo tho terme and condltlona ol lh. pollcy, cort!ln pollclrs may requlre 6n andora.menl. A rlst.ment on thls certlticli. do.s not conler any rlghta to th€ certlflcata holdar ln llau ot auch .ndo.s!ment(s). ircGrlft lnsurarrce Sorvlcss 130 Theory, Sto. 20O lrvlns, CA 92617 714 941-2800 i'mLEss Cerf sCA @ McGrifl.com INSUFEB(S) AFFOROING COVEhAGE Laxlngton lnsurance Comp€ny Trav.lGrs Propcrty Casuahy Co of Amcr Travclcrs lndcmnlty Co of CT INAUAEA 6 lnsunER o 15437 25674'256A2L€lghlon Consulllng, lnc. 17781 Cowan, Sts. 10O lrvlne, CA 92614-6009 IHIS IS TO CEFTIFY THAT THE POLICIES OF IiiSUBATE UST€D EELOW HAVE AEEN ISSUED TO THE INSUBED NAMED ABOVE FOB IHE POLICY PERIOO INDICATED NOTWIIHSTANDING AI..IY REQUIREMEM, TEFM OR CONDITION OF ANY CONfBACT OR OTHEB DOCUMENT WIIH FESPECI IO WHICH THIS CEBTIFICATE MAY BE ISSUEO ON MAY PERTAIN, THE INSUFANCE AFFONOED gY IHE POUCIES DESCBISED HEBEIN IS SU&JECT TO ALL THE TEFMS, D(CLUSIONS AND CONOITIONS OF StrcH POUCIES, UMITS SHOWN MAY HAVE BEEN REOUCEO BY PAID CLAIMS, A c A ,rr. ot *"r"i*i ffiffi- ro."r "r*"."X corrxEEcla L GE r{E F^ L LTABTUTY 065463440I ^.,::':"i^":.I-**'X BUPD D€d: 025,000 POLICY EFF POLICY EXP {MWOD"IYYY) (MIVDD'"TYYY) U2UZ2 A2A42AX9 EACH @cuFrFENcE BAS,tBi J?.:'.U,qP-"") MED EXP (Any on. p.roi) GEN'L AGGFEGAIE L MIT APPLIES PEF lro.,"rl x 5f& X roc OTHEP AUTOIIIOBILE LIABILITY Ovsrall Pollcy 8A3F7084312243G 006t16318 u81 R5099812243G 013001524 iq!_s!'!1l.1oy !!!!!!Y qE!!EB4! 499!!q4tE PHOO UCIS . COr{ P/OP AGC COMSINED SINGLE L MITllEalc!doI BOOILY INJUBY (Pd p.6on) s'l,0OO,OOO s50,mO s EXCLUDED $'l,fiD,OOo s2,Om,O00 $2,Om,000 eneral Aggrogate x x OWNEO HIBEO SCHEDULEO NON.OWNEO AUlOSONLY S@lLY INJUFY (Pd ecd.nl) FFoPEFTYoAMtcE lE!!_aJ.i!.rll 41 2W. OzJ 1 U 2o23G!9t99 ! BEEICE AGGFEGATE s5,OOO,0OO s5,0m,0OO 412022 021'l t2022 09101t2023 X STA]1]IE OTH EN E L EACH AccroENr s'l ,0OO,0OO E L orsEASE . EA EMPLoYE€ sl,0OO,0(X) E L orseAsE Por cY L Mrr s 1,0ff),0o0 412022 OA14|2O23 $2,m0,00o Por Clalm $4,m0,0m Aggregate $1m,000 D6d. u $5,0m,000 $1 ,0m,000 5 I $ 5 x TJMoFELLA L|AB x B A Pro Pollurn Llab Clalms Made OESCFIPTIOII OF OPEBATIONS / LOCATIONS /VETilcLES (ACOFO 101, Artdlllon.l R.mrrt. sch.dul.. mryb..ll.ch.d lloot..p.c.l. r.qulr.d) Cortlllcato lB aubloct to pollcy limlts, condhions and excluslons. Re: Proi #11051 Clty ot Meniles Prolesslonal Servicos. Clty ol Menltoe ars included as additional insurod as rospects to Gsneral Liability and Commgrcial Auto covglages as roquhod by wrltlen Contract. Gensral Llabillty and Auto Liabilily coverages are primary and nonconlributory as r6quhod by wrltton contract. Waivor ot Subrogation ls lncludad with rospect Goneral Li€billty, Auto Llablllty, Workors Componsatlon as (Se€ Atlached Descrlptlons) F HO OER CANCELLATION SHOULO Al'lY OF THE ABOVE DESCEIAED POLICIES BE CAI{CELLED BEFOFE THE EXPIAAT|oN DATE THEBEOF, NOTICE ''VILL BE DELIVEBEO IN ACCOROANCE I,YlrH THE POLICY PBOVISIOI,IS, Clty ol Menllee 297't4 Haun Foad Menttee. CA 92586.q)00 )" o- Cr..--q".". AI]TI]ORC EO BEPBESENTAT VE 49?4 ACOFO 25 (201€r'03) 'l ol2#s306310'l2,M30612@9 O 199&2015 ACORO COFPOFATION. All n9ht. r6.w.d Th. ACORD nrm. .nd logo.r. r.gl.lcr.d rn.rk! ot ACOBD LARIC COVEFAGES I oeo X L3Eleryr4 , tS! q'O@ -WQNXE86 COXPETAAi|ON A ro E TPLOYE R6' Lr,^BrLrY vrnANYPFOPBIEIOPPAFT]IER'EIECIJTIVE'-OF F ICE R7M ElrgF F EXCLUDED?(Iftd.ro,y h ti) DEscBtPlrol,l oF oPEnarLoNs b.ro* ffi page 57 of 163 requlred by wrltlen contract. Umbr6lla Liabillty is lollow lorm subiecl to policy lorms, terms, conditlons, exclusions and endorsements. 9&Day Notlce ot Cancellation, Except lor lGDays for Nonpayment ol Promium applies to General Liability as required by writlen contract. SAGITTA 2s.3 (201s03) 2 ol2 #s30631 01 ?rM306't 2089 4v25 DESCRIPTIONS (Continued from Page 1) page 58 of 163 EN DORSE MENT q2/142U22This endorsemenl, effective 12O1 AM Fotms a patt of policy no.: 065463440 lssu6d to: Loighton Consulting, lnc By: LE XINGTON INSURANCE COMPANY ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS- COMPLETEO OPERATIONS (Based on CG2037 04/13) This cndorsement modities insursnce provided by the followinq: COMMERCIAL GENERAL LIABILITY POLICY SCH EDULE Name oI Additional Insured Personlsl or Org!nization ls) Location of Completed Operotions AS REOUIRED BY I./RITTEN CONTRACT lnlormalion required to complete this Schedrrle, il not sho$,n above, \/ill be shown in the Declaralions A. Soction ll - Who ls An lnsurod is amcndcd to incllde as an additional insr]red the person(s) or organization(s) sho!\,n in the Schedulo, hut only wirh respecl to liability lor 'bodily iniury", or "property damage" caused, in vlhole or in part, by "your w)rk" at thc localion designated and described in the Schedule of this endorsement performed for that additional insured and inclrrded in lhe "products-completed operations hnzsrd". l. The insrrr.nce afforded to srrch additional insrrrcd only applies to the e)dent permitted hy lav{ and 2. lf coverage provided to the additional inslrred is required by a confact or agreement, the insllrance afforded to such additional insrrred will not be broader than that v\,hich you are required by the contract or agreement to provide for srrch additional insured. B. Wilh respect to the insurance aflorded to lhcse addilional insureds, the folloviing is addcd to Section lll - Limits Of lnsurrnco: ll coverage providcd to the additional insrrred is required by a contract or agreement, the most \^/e will pay on behalf of the additional insurcd is the amount oI insurance: LX43l6 (06/',]41 lnclud€s Copvriohsd lnfo.m€tion ol *l€ lffiura.rco Ssrvices Ofltces. lnc. vvth 116 pormbsion All Fhhts Rssaru€d. M2ri Etr-.-tffi swi ffiii page 59 of 163 1, Required by the contract or agreement; or2. Availahle rrnder the applicable Limirs ol lnsrrrance shovwr in the Declarations; vlhichever is less. This endorscment shall not increasc fhe applicable Limits ol Insurance shovh in the Declaralions Al other terms and conditions of thc policy remain the same 452. t Authorized R epresentativs lncludBs Copyrighsd lnlormation ol rtr€ losura.rc€ S€Nic€E Otfces, lnc.. with its pormisslon. All Rohts Resarved PiiC zot l HElHrt&ct,#ffiist page 60 of 163 Leighton Consulting, lnc POLICYNUMBEH: 065463440 ENDORSEMENT COMMERCIAL GENERAL LIABILITY cG a 10 10 01 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. AIDNONAL I]\ISI.,RED - O\AT\ERS, LESSEES OR @IVTRA TORS - SOfDT.'.ED PERSCT\I OR ORGAIZATICT{ This endorsement modifes insurance provided under fie follo\,ing: COMMEBCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Nams oI Porson or Organization; AS REOUIRED BY WRITTEN CONTRACT (11 no entry appears above, information required to complete this endorsement \ ill be shovm in lhe Declarations as applicable to this endorsement.) (1) All uork, including materials, parts or equipment furnished in connection \ith such v\ork, on the project (other than service, maintenance or repairs) to be perjormed by or on behal, of the additional insured{s) at the site of the covered operations has been completed; or (2 That portion ol "your Mork" out of wtrich the injury or damage arises has been put to its intended use by any person or organization other than anotrer contactolor subcontractor engaged in perlorming operations for a principal as a part o, the same Project. B cG a 10 10 01 L X!t605 o ISO Properties, lnc., 2OOO Page Iof1 tr A. Section ll - Who ls An lnsured is amended to include as an insured the person or organization shovtrl in the Schedule, but only \ith respect to liability arising out of your ongoing operations performed {or that insured. B. \Mth respect to the insurance afforded to these additional insureds, the following exclusion is added: 2 E xclusions This insurance does not apply to "bodily in- jury" or "property damage" occurring after: ffiffiar* page 62 of 163 ENDORSEMENT This 6ndo1s6ment, oflective 1?j01 AM a/14/2922 Forms a pan ol policy no.: 06463440 lssuod to: Leighton Consulting, lnc. By: LEXINGTON INSURANCE COI'tPANY PRIMARY/NON CONTRIBUTORY ENDORSEMENT This endorsement modifies insurance orovided bv the oolicv: Notr,ithstandinq any other provision o{ the polrcy to the contrary, the insurance afforded by this policy lor the benefit ol the Additional lnsured shall be primary insurance, bur only wifi respect to any claim, loss or liability arising out ol the Named lnsured's operalions; and any insurance maintained by the Additional lnsured shall be non -contributing. Al other terms and conditions ol the policy remain the same. Authoriz€d R spresentative OR Countersigneture (ln states where applicable) 4930 t x9838 (08,05) v--2%:&^ page 64 of 163 ENDORSEMENT Thi s e nd orsomo n l, 6ft6ctive 1 2iO1 AM g2/1 4/2@2 Forms s palt of policy no.: 065453440 lssusd to: Leighton Consulting, lnc. By: LEXINGTON INSURANCE COIIPANY WAI\G R OF SUB ROGATION (BLANKET} It is agreed thst t,e, in the e\€nt ol a payment under this policy, waive our right o, subrogation against any person or orqanization wh6re the insured hss wai\,Ed liability oi such pe.son or orqanizalion as pan ol a l/Vilten contractual agreement betr,\,ecn the insrred and srrch person or organizeion antered into prior to lhe "occurrence" or offense. Al other terms and conditions remain r/nchanged. Auth oriz6d Repr6senlative OR Countersignature (ln statos whero applicablo)'// 4932 s.wikr**ffii:g LEXOCC234lt1/{}3) LX(Xas Effi HHfr} page 66 of '163 ENDORSEMENT o2.t14no22This endolsement, eff€ctive 12:0I AM Forms a part of policy n6.; o65463{+0 lssued to: Leighton Consulling, lnc. By: LEXINGTON INSURANCE COI{PANY CANCELLATION AMENDMENT ln consideration ol the premium charged. it is hereby agreed that the cancellation provision is amended to 90 days in lieu ol {30) days, ex':ept lor non-payment ot premium wtrich remains (10) days. Al olher terms and conditions remain lrnchanged ,r7r-- Auth oriz ed Representalivo OR Countersignature lln states where applicable) 4934 LX95a6 I O2iO3l page 68 of 163 Leightoh Consulling, lnc 8A3R7084312243G COIVIIVERCIAL AL'TO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON.CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the follo$/ing BUSINESS AUTO COVERAGE FOR IVI PROVTS tONS l. The following is added to Paragraph A.l,c., Whols An lnsured, of SECTION ll - COVERED AUTOS LIABILITY GOVERAGE: This includes any person or organization 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 lhis insurance applies and only to the e{ent of that person's or organization's liability for the conduct of another "insured". 2. The follovring is added to Paragraph 8.5,, Other lnsurance of SECTION lV - BUSINESS AUTO CONOITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other lnsurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when lhe written conlract or agreement between you and thal 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. 4936 cA 14 74 02 16 u 2016 The Travelers ndemnity Company Allrights reserved. lnoludes copyrighted materia l o, Insurance Seruices Olfice lno with its per,nrssion Page 1 of 'l ffi Leigtton Conaultino, lnc BA3RTOa/l:|12243G BUSINESS AUTO COVERAGE FORM page 70 of '163 COMMERCIAL AUTO ca 00 0t 1013 SECTION I - COVERED AUTOS Item Two of the Declarations shows the "autos" that are covered'autos" for each of your cwerages. The Iollowing numeical symbols describe the'autos" that may be covered 'autos". The symbols entered next toa coverage on the Declarations designate the only 'autos" thal are covered "autos". A. Descrlption Of Coversd Auto Deslgnatlon Symbols Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named lnsured shown in the Oeclarations. The words "we", "us" and 'our" refer to the company providing this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V -Definitions. Symbol Description Of Covered Auto Deslgnation Symbols 1 "Auto" 2 Owned "Autos" Only Only those "autos" you own (and for Covered Autos Liability Coverage any "trailers" you don't own while attached to power units you own). This includes those "autos " you acquire ownership of afler the policy begins 3 Owned Private Passenger Only the private passenger "autos" you own. This includes those private passenger "autos" you acquire ownership of afler the policy begins.'Autos" Only 4 Owned "Autos" Other Than Private Passenger 'Autos" Only Owned "Autos' Subject To No-fault Only those "autos" you own that are required to have no-fault benefits in the state where they are licensed or principally garaged. This includes those "autos" you acquire ownership of afler the policy begins provided they are required to have no- fault benefits in the state where they are licensed or principally Oaraged. 6 Owned "Autos" Subject To A Compulsory Uninsured Motorists Law Only those "autos" you own that because of the law in the state where lhey are licensed or principally garaged are required to have and cannot reject Uninsured Motorists Coverage. This includes those "autos" you acquire ownership of after the policy begins provided they are subject to the same state unrnsured motorists requirement. 7 Only those "autos' described in ltem Three ofthe Declarations for which a premium charge as sholvn (and for Covered Autos Liability Coverage any'lrailers' you don't own while attached to any power unit described in ltem Three) Specif cally Described "Autos' 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 your "employees", parlners (if you are aparlnership), members (if you are a Iimited liability company) or members of their households. Hired 'Autos" 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 but only while used in your business or your personal affairs. Non-owned 'Autos" Only 4938 cA 00 01 't0't3 O lnsurance Services Office, lnc., 2011 Page I of 12 Fffi#ffi Only those "autos' you own lhat are not of the private passenger type (and for Covered Autos Liability Coverage any "trailers" you don't own while attached topower units you own). This includes those 'autos' not of the private passenger type you acquire ownership of afler the policy begins. ffi B. Owned Autos You Acquire After The Pollcy Beglns 1. lf Symbols 1,2,3,4,5, 6 o l9 are enterednext to a coverage in ltem Two of the Declarations, then you have coverage for "autos" that you acquire of the type described for lhe remainder of the policy period. 2. But, if Symbol 7 is entered next lo a coverage in ltem Two of the Declarations, an "auto" you acquire will be a covered "auto" for that coverage only if: a. We already cover all "autos" that you own for lhat coverage or it replaces an "auto"you previously owned ihat had thal coverage; and b. You tell us within 30 days after you acquireit that you want us to cover it for that coverage. C. Certain Trallers, Mobile Equlpment And Temporary Substitute Autos lf Covered Autos Liability Coverage is provided bythis Coverage Form, the following types of vehicles are also covered'autos" for Covered Autos Liability Coverage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered 'auto" you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss";or e. Destruction. page 7'l of 163 SECTION II- COVERED AUTOS LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to 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 mustpay as a "covered pollution cost or expense" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of covered "autos'. However, we will only pay for the "covered pollution cost or expense' if there is either "bodily injury" or "properly 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 damag€s for "bodily injury" or "properly damage" or a "covered pollution cost or expense" to which this insurance does not apply. We may investigate and settle any claim or "suit" as we consider appropriate. Our duty to defend or setlle ends when the Covered Autos Liability Coverage Limit of lnsurance has been exhausted by payment of Judgments or settlements. I . Who la An lnsured The followng 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: ('l) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if lhe covered "auto" is a "trailer" connected to a covered "auto' you own. t9 Mobile Equipment Su bject Io 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 poiicy if they were not subject to a compulsory or linancial responsibility law or other motor vehicle insurance law where they are licensed or principally garaged. 4939 Paga 2 ol 12 O lnsurance Services Oflice, lnc., 201'l ca00 01 1013 EFffiIffi (2) Your 'employee' if the covered "auto" is owned by thal "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 from a covered 'auto". (5) A parlner (if you are a partnership) or a member (if you are a limited liability company) for a covered 'auto' owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "insured" described above but only to lhe extent of thal liability. 2. Coverage Extenalona a. Supplementary Payments We will pay for the'rnsured": (l) 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 cosl 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 the "insured". (6) All interest on the full amount of any judgment that accrues afier entry of thejudgment in any "suit" against the "insured" we defend. but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of lhe judgment that is within our Limit of lnsurance. page 72 of 163 These payments will not reduce the Limit of lnsurance. b. Out-of-atate Coverago Exlenslons While a covered 'auto' is away from the stale where it is licensed, we will: (1) lncrease the Limit of lnsurance for Covered Aulos Liability Coverage tomeet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered 'auto" is being used. This exlension does not apply to the limit or limits specifed by any law governing motor carriers of passengers or property. (2) Provide lhe minimum amounls and types of other coverages, such as no- fault, required of out-of-state vehicles by the jurisdictjon where the covered "auto" is being used. We will not pay anyone more than once forthe same elements of loss b€cause of these extensions. B. Excluslons This insurance does not apply to any of the following: 1. Expected Or lntended lnjury "Bodily injuq/ or "property damage" expectedor intended from the standpoint of the 'insured". 2. Contractual Liability assumed under any mntract 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" o@urs subsequent to the execution of the contract or agreement; or b. That the 'insured" would have in the absence of the contract or agreemenl. 3. Workers' Compensatlon Any obligation for which the'insured'or the"insured's" insurer may be held liable under any workers' compensation, disability benelitsor unemployment compensation law or any similar law. 4940 cA 00 01 1013 @ lnsurance Services Office, lnc.,2011 Page 3 of 12 FrlJit*** 4. Employee lndBmnlflcatlon And Employe/s Llablllty "Bodily inlury" to: a. An 'employee' of the 'insured" arising out of and in the course of: (1) Employment by the 'insured"; or (2) Performing the duties related to the conduct of the "insured's" business; or b. The spouse, child, parent, brother or sister of that 'employee" as a consequence of Paragraph a. above. This exclusion applies: (1) Whether the'insured' may be liable asan employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. But lhis exclusion does not apply to "bodily injury" to domestic "employees" not entitled to workers' compensation benefits or to liability assumed by the "insured" under an "insured contract'. For the purposes of the Coverage Form, a domestic "employee" is a person engaged in household or domestic work performed principally in connection with a residence premises. 5. Fellow Employee "Bodily injury" to: a. Any fellow "employee" of the "insured' arising out of and in the course of the tellow"employee's" employment or while performing duties related to the conduct of your business; or b. The spouse, child, parent, brother or sister of that fellow "employee" as a consequence of Paragraph a. above. 6. 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 this exclusion does not apply to liability assumed under a sadetrack agreement. 7. Handling Of Property 'Bodily injury" or "property damage' resulting ,rom the handling of property: a. Before it is moved ftom the place where it is accepted by the "insured" for movemenl into or onto the covered "auto": or page 73 of 163 b. After it is moved from the covered'auto" to the place where il is finally delivered by the "insured'. 8. Movement O,f Property By Mechanical Devlce "Bodily injury'or "property damage" resulting from the movement of property by a mechanical device (other than a hand lruck) unless the device is attached to the covered "auto". 9. Operatlons "Bodily injury" or "property damage" arising out of the operation of: a. Any equipment listed in Paragraphs 6.b.and 6.c. of the delinition of "mobile equipment"; or b. Machinery or equipment that is on, attachedto or part of a land vehicle that wouldqualify under the deflnition of 'mobtle equipment" if it were not sub.iect to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. 10. Completed Operatlons "Bodily injury" or "property damage" arising outof your work afler that work has been 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 conneclion with such work or operations. Your work includes warranties or representations made at any time with respect to the fitness, quality, durability or performance of any of the items included in Paragraph a. or b, above. Your work will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract has been completed; (2) When all of lhe work to be done at the site has been completed if your contract calls for work at more than one site; or (3) When that part of the work done at a .iobsite has been pul to its intended use by any person or organization other than anolher contractor or subcontractor working on the same project. 4941 Page 4 of 12 @ lnsurance Services Office, lnc., 201 1 cA000't 1013 ffi Work that may need service, maintenance, correclion, repair or replacement, but which is otherwise complete, will be treated as completed. 1'l . Pollutlon "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants': a. That are, or that are contained in any property that is: (1) Being transported or towed by, handled or handled for movement into, onto or from the covered 'auto'; (2) Otherwise in lhe 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"i 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. Afrer the "pollutants' or any property in which the "pollutants" are contained are moved from the covered "aulo' to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or resultfrom the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parls if: (1) The 'pollutants" escape, seep, migrate or are discharged, dispersed or released directly from an "auto'part designed by its manufacturer to hold, store, recerve or dispose of such "pollulants"; 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 equipmenl". page 74 of 163 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 respecl 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 damaqed as a result of the mainlenance or use of a covered "auto"; and (b) The discharge, dispersal, seepage, migration, release or escape of the"pollutants" is caused directly by such upset, overturn or damage. '12. Wat 'Bodily inlury' or "properly damage' arisang directly or indirectly out of: a. War, including undeclared or civil war; b. Warlike action by a military force, including aclion in hindering or defending against anactual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 13. Raclng Covered "autos' while used in any professional or organized racing or demolition contest or stunting activity. or while practicing for such contesl or activity. This insurance also does nol apply while that covered "auto" is being prepared for such a contest or activity. Llmlt Of lnBurance 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. 4942 cA 00 01 1013 O lnsurance Services Office, lnc., 2011 Page 5 of 12 hBtr,_*iffi All "bodily inlury', "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 [eceive duplicate payments for the same elements of "loss" under thrs Coverage Form and any Medical Payments Coverage endorsement, Uninsured Motorists Coverage endorsement or Underinsured Molorists Coverage endorsement attached to this Coverage Part. SECTION III - PHYSICAL DAMAGE COVERAGE A. Coverage 1. We will pay for "loss'lo a covered "auto" or its equipment under: a. Comprehonslve Coverage From any cause except: (1) The covered "auto's" collision wilh another object; or (2) The covered 'auto's' overturn. b. Speclflod Causes Of Losa Coverage Caused by: ('l ) Fire, lightning or explosion; (2) Thefr; (3) Windstorm, hail or earthquake; (4) Flood; (5) Mischief or vandalism; or (6) The sinking, burning, collision orderailment of any conveyance transporting the covered "aulo". c. Colllslon Coverage Caused by: (1) The covered 'auto's" collision with another objectl or (2) The covered 'auto's' overturn. 2. Towlng We will pay up to the limit shown in the Declarations for towing and labor costs incurred each time a covered "auto" of theprivate passenger type is disabled. However, the labor must be performed at the place of disablement. page 75 of 163 3. Glass Breakage - Hittlng A Blrd Or Animal -Fallhg Oblects Or Mlsslles lf you carry Comprehensive Coverage for the damaged covered "auto', we will pay tor the following under Comprehensive Coverage: a. Glass breakage; b. "Loss" caused by hitting a bird or animali and c. "Loss" caused by falling objects or missiles. However, you have the option of having glass breakage caused by a covered "auto's" collision or overturn considered a "loss" under Collision Coverage. 4. Covarago Exten6ions a. Transportatlon Expenses We will pay up to $20 per day. to a maximum of $600, for temporary transportation expense incurred by you because of the total thefr 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 incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss'. b. Loss Of Uae Exponses For Hired Auto Physical Oamage, we willpay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without adriver 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 provaded for any covered "auto"; (2) Specified Causes Of Loss only if the Declarations indicates that Specified Causes Of Loss Coverage is provided for any covered "auto"; or 4943 Page 6 of l2 O lnsurance Services Office, lnc.,20'11 ca 00 01 10 13 E:t7t-.r.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. Exclusions '1. We will not pay for'loss" caused by or resulting from any of the following. Such "loss" is excluded regardless of any olher cause or event that contributes concurrently or in any sequence to the "loss". a. Nuclear Hazard (1) The explosion of any weapon employing atomic fission or lusion; or (2) Nuclear reaction or radiation, or radroactive contaminalion, 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 delending against an actual or expected attack, by any governmenl, sovereign or other authority using military personnel or other agents; or (3)lnsurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 2. We will not pay tor "loss'to any covered "auto" while used in any professional or organized racing or demolition c,ontesl or slunting activity, or while practicing for such contest or activity. We will also not pay for 'loss' lo any covered"auto" while that covered 'auto' is being prepared for such a conlest or activity. 3. We will not pay for "loss" due and confined to: a. Wear and tear, freezing, mechanical or electrical breakdown. b. Blowouts, punclures or other road damage to tires. This exclusion does not apply to such "loss" resulting from the tota! thefr 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 76 of 163 b. Any device designed or used to detect speed-measuring equipment, such as radaror laser detectors, and any jamming apparatus intended to elude or disrupt speed-measuing equipment. c. Any electronic equipmenl, withoul regard to whelher this equipment is permanently rnstalled, that reproduces. recerves or transmits audio, visual or data signals. d. Any accessories used with the electronic equipment described in Paragraph c. above. 5. Exclusions 4.c. and 4.d. do not apply lo 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 inslalled in or upon the covered "auto": b. Removable from a housing unit which is permanently installed in or upon the covered "aulo"; c. An integral part o, the same unit housingany electronic equipment described in Paragraphs a. and b. above; or d. Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. 6. We will not pay for "loss" to a covered "auto" due to "diminution in value". C. Llmlts 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 transmits 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" rn a housrng, opening or other location that is not normally usedby the "auto" manufacturer for the inslallation of such equipmenti 4944 cA 00 01 t0'l3 @ lnsurance Services Offlce, lnc., 2011 Page 7 ol 12 sEtf,f.f ffifi (2) Removable from a permanently installed housing unit as described in Paragraph b.(1) above; or (3) An integral part of such equipmenl as described in Paragraphs b.(l ) and b.(2) above. 2. An adiustment 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 betlerment. D. Deductlble For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolenproperty 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 tV - BUSINESS AUTO CONDITIONS The following condilions apply in addition to the Common Policy Conditions: A. Loss Condltlons l. Appralsal For Physlcal Damage Loas lf you and we disagree on the amount of "loss", either may demand an appraisal of the "loss". ln this evenl, each party will select a competent appraiser. The two appraisers will select a competent and impartial umpire. The appraisers will state separately the actual cash value and amount ot "loss". lf they fail to agree, they will submit their differences to the umpire.A decision agreed to by any two will be binding. Each party wlll: 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. outles ln The Evsnt Of Accldent, Clalm, Sult Or Loas 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". clalm, "suit' or "loss", you must give us or our authorized representative prompt notice of the "accident" or "loss'. lnclude: (1) How, lvhen and where the "accident" or "loss" occurred; page 77 of 163 (2) The "insureds" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. b. Additionally, you and any other involved "insured" must: ('l ) Assume no obligation, make no payment or jncur no expense wathout our consent, except at the "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 invesligation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or olher perlinent 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 musl also do the following: (1) Promptly notifo the police if the covered 'auto" or any of its equipment is stolen. (2) Take all reasonable steps to protect the covered "aulo' from further damage. Also keep a record of your expenses for consideration in the settlement of the claim. (3) Permit us to inspect the covered 'auto' and rmords proving the'loss" before its repair or disposition. (4) Agree to examrnations under oath at our request and give us a signed statement of your answers. 3. Logal Actlon Agalnst Us No one may bring a legal action against us under this Coverage Form unlrl: a. There has been full compliance with all the terms of this Coverage Form; and b. Under Covered Autos Liability Coverage, we agree in writing that the "insured" has an obligation to pay or until the amount of that obligation has finally been determined by judgment afrer trial. No one has the right under this policy to bring us into an action to determine the "insured's" liability. 4945 Page I of 12 @ lnsurance Services Ofllce, lnc., 201 l cA 00 0t 1013 ffi 4. Loas Payment - Physical Damage Coveragos At our option, we may: a. Pay for, repair or replace damaged or slolen property, b. Return the stolen property, at our expense. We will pay for any damage that results to the "auto" from the theft; or c. Iake all or any part o, the damaged or stolen property at an agreed or appraised value. lf we pay for the "loss". our payment will include the applicable sales tax for the damaged or stolen property. 5. Transfer Of Rlghts Of R€covery Agalnst Others To LJs lf any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident'' or "loss" to impair them. B. Gsneral Condltions 1. Bankruptcy Bankruptcy or insolvency of the "insured' or the "insured's" estate will not relieve us of any obligations under lhis Coverage Form. 2. Concealment, Mlsrepr6sentatlon 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"i c. Your interest 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 state. 4. No Beneflt To Baile6 - Physlcal Damags Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, storing or transporting property for a fee regardless of any other provision of this Coverage Form. page 78 of 163 5. Other lnsurance a. For any covered "auto' you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which is a 'trailef is connected lo another vehicle, the Covered Autos Liability Coverage this Coverage Form provrdes for the "trailed' is: (1) Excess while it is connected to a motor vehicle you do not own; or (21 Primary while it is connecled to a covered "auto' you own. b. For Hired Auto Physical Oamage Coverage, any covered'auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any 'auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basrs, erther excess or pflmary, we will pay only our share. Our share is the proportion that the Limit of lnsurance of our Coverage Form bears to the tolal of thelimits of all the Coverage Forms and policies covering on the same basis. 6. Premlum Audlt a. The estimated premium for lhis Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named lnsured will be billed for the balance, if any. The due date for the final premium or retrospective premium is lhe date shown as the due date on the bill. lf the estimated total premium exceeds lhe 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. 4946 cA 00 01 1013 O lnsurance Services Offrce. lnc.,2011 Page9of12 ffi 7. Pollcy Perlod, Coverage Terrltory Under this Coverage Form, we cover "accidents" and "losses' occurring: a. During the policy period shown in the Oeclarations; and b. Within the coverage territory. The coverage territory is: (l ) The United States of America; (2) The territories and possessions of the United States of Amenca: (3) Puerto Rico; (4) Canada: and (5) Anywhere in the world if a covered "auto" of the private passenger type isleased, 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 delermined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada, or in a settlement we agree to, We also cover "loss" to, or "accidents" involving, a covered "auto" while being transported between any of these places. 8. Two Or More Coverage Forms Or Policles 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 not exceed the highest applicable Limit of lnsurance under any one Coverage Form or policy. This condition does not apply to any Coverage Form or pdicy issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form. SECTION V - DEFINITIONS A. "Accident" includes continuous or repeated exposure to the same conditions resulting in "bodily injury" or "property damage". B. "Auto" means: 'L A land motor vehicle. "trailer" or semitrailer designed for kavel on public roads; or page 79 of 163 2. Any other land vehicle that is subject to a compulsory or financial responsibility law or other molor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". C. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these. D. "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement that any "insured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in anyway 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, deloxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants-. "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": a. That are, or that are contained in any property that is: (1) Being transported or towed by, handled or handled for movement into, onto or from the covered "auto"; (2) Otherwise in the course of transit by or on behalf of the "insured"i 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 "aulo": or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" lo the place where they are finally delivered, disposed of or abandoned by the "insured". 494 t Page 10 of 12 @ lnsurance Services Offlce, lnc., 2011 cA 00 01 1013 ffi Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or olher similar "pollutants' that are needed for or resultfrom the normal electrical, hydraulic or mechanical functioning of the covered 'auto' or its parts, 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 detinition of .mobile equipment". 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, migration, release or escape of the"pollulants" is caused directly by such upset, overturn or damage. E. "Diminution in value" means the actuai orperceived loss in market value or resale value which results from a direct and accidental 'loss'. F. "Employee" rncludes a "leased worker"."Employee" does not include a "temporary worker". G. "lnsured" means any person or organization qualifying as an insured in the Who ls An lnsured provision of the applicable coverage. Except with respect to the Limit of lnsurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. H. "lnsured contract" means: 1. A lease of premisesl 2. A sidetrack agreement; 3. Any easement or license agreement, except in connection with conslruction 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 80 of 163 5. That part of any other contract or agreement pertaaning to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume lhe tort liability of another to pay for'bodily injury. or "property damage' to a third party or organizalion. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement; or 6. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your "employees', of any "auto'. However, such contract or agreement shall not be considered an "insured contract" to the extent that it obligates you or any of your .employees' to pay for "property damage" to any "auto" rented or leas€d 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 "properly damage" arising oul of construction or demolition operations, within50 teet of any railroad property and affecting any railroad bridge or treslle, tracks, roadbeds, lunnel, underpass or crossing; b. That pertains to the loan, lease or rental ofan "auto' to you or any of your 'employees'. if the 'aulo" is loaned, leased or rented with a driver; or c. That holds a person or organization engaged in the business of transporting property by "auto' for hire harmless for your use of a covered 'auto" over a roule or territory that person or organization is authorized lo serve by public authority. l. 'Leased workef means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm to perform duties related to the conduct of your business. 'Leased worker' does not include a "temporary worker'. J. 'Loss" means direct and accidental loss or damage. K. "Mobile equipment" means any ol the following types o, land vehicles, including any attached machinery or equipment: l. Bulldozers, farm machinery, forklifis and other vehicles designed for use principally off public roads; 2. Vehicles maintained for use solely on or next to premises you own or rent; 3. Vehicles that travel on crawler treads; 494{J ca o0 0t 1013 @ lnsurance Services Office, lnc., 20'l'1 Pag€ 11 of 12 HHf-I ffi# 4. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: a. Power cranes, shovels, loaders, diggers or drills; or b. Road construction or resurfacing equipment such as graders, scrapers or rollers; 5. Vehicles not described in Paragraph 1., 2., 3. or 4. above lhat are not self-propelled and are maintained primarily to provide mobility to permanenlly attached equipment of the following types: a. Air compressors, pumps and generators, including spraying, welding, bu ilding cleaning, geophysical exploration, lighting and well-servicing equipment; or b. Cherry pickers and similar devices used to raise or lower workers, or 6. Vehicles not descflbed 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: (l) Snow removal; (2) Road maintenance. but not construction or resurfacing, or (3) Street cleaning; b. Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and c, Air compressors, pumps and generators,including spraying, welding, bu ilding cleaning, geophysical exploration, lighting or well-servicing equipment. page 81 ol 163 However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered ''autos". L. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclalmed. M. "Property damage" means damage to or loss of use of tangible property. N. "Suit" means a civil proceeding in which: 1. Damages because of "bodily injury" or ''property damage"; or 2. A "covered pollution cost or expense"; to which this insurance applies, are alleged. "Suit" includes: a. An arbitration proceeding in which such damages or 'covered pollution costs or expenses" are claimed and to which the"insured" must submit or does submit with our consent: or b. Any other alternative dispute resolutionproceeding in which such damages or"covered poliulion costs or expenses" are claimed and to which the insured submits wrlh our consent. O. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. P. "Trailei' includes semitrailer 4949 Page 12 ol 12 O lnsurance Services Office, lnc., 201 'l cA 00 01 1013 ffi The following replaces Paragraph A.5., Transter of Rights Of Recovery Against Others To Us. of the CONDITIONS Section: 5. Transfer Of Rights Of Recovery Agalnst Oth, ers To Us We waive any right of recovery we may have against any person or organization to the extent page 82 of 163 required of you by a written contract exeqlted prior to any 'accident' o, "loss", provided that the "accident" or "loss' arises out of the operations contemplated by such contracl The watver ap- plies only to the person or organization desig- nated in such contract Leighton ConsultirE, lnc BA3B7084i]12243G COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsernent modifies insurance provided under the following AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM CA T3 ilo 02 15 O2015 Ths lrEvelers lndemnity Compsny. Alln0hlo r66€rv6d. lndudes copyflghl6d mstsnal of lnsurancs Ssrvtcss Olfic€, nc. wh tls permtssion Page 1 of 1 page 84 of 163 Leighton Consulling, Inc ENDoRSEMENT Wc 990376( A)- POLTCY NUMBERT uB1 85099812243G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WATVER) We have th6 right lo recover our paymenls from anyone liable for an injury covorgd by lhis pollcy. We will nol enforce our righl againd tho person o. organization namod in th6 Schodule. The additional premium for this endors6m6nl shall b6 o/" ol the California workers' componsalion pre- mium. Schedule Person or Organization Job Description .-, TRAVELERSJ ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED TIAS AGREED BY I,IR] TTN{ CONTRACT EXECI'TED PRlOR TO INSS TO FURN]SH THIS WAIVER. WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY This endorsement changes lhe policy to whach it is attached and is 6ffectiv6 on tho date issued unlBss olherwiso stat6d. (The information below is requirod only when this endorsement iB irsued 3ubaequent tg preparation of th6 policy.) Endorsem6nt Effective Pollcy No. Endorsement No.lnsur€d Premium lnsurance Company 4952 OATE OF ISSUE:ST ASSIGN Count6rsigned by Page 1 of '1 ssry*ffi stilEjEffiffii# pags 86 of 163 Lerghlon Consulling, lnc 006546s18 LEXNGTON INSURANCE COMPANY Administrativo Offces: 99 High Streot, Boston, Massachusetts 02110 Commercial Umbrolla Liability Policy Occurrence Form Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and v lat is and is not covered. Throughout this policy the r^ords "you" and "your" refer to the "Named lnsured" shovn in the Declarations anj any other person or organization qualifying as an "lnsured" under this policy. The \ ords "\,1e," "us" and "our" rebr to the company provi(ing this insurance. Words that appear in quotation marks have special meaning, Refur to SECTION V - DEFINITIONS. SECTION I . INSURING AGREEMENT. COMMERCIAL UMBRELLA LIABILITY A. We vrill pay on behalt of the "lnsured" those sums in excess ol the "Retained Amount' fiat fie "lnsured" becomes legally obligated to pay as damag€s because of "bodily injury", "property damage", or "personal and advenising injury" to \^hich ttris insurance applies. The amount v\e \dll pay is limited as described in SECTION lV - LIMITS OF INSURANCE. No other obligation or liability to pay sums or perlorm acts or services is covered unless explicitly provided lor under SECTION ll - DEFENSE AND SUPPTEMENTARY PAYMENTS. B. This policy applies, only it 1. The "bodily injury" or "property damage" is caused by an "occurrence" ftat takes place in the "coverage territory"; and 2 The "bodily iniury" or "property damage" occurs during the "policy period"; 3. The "personal and advenising injury" is caused by offense arising out ol your business, but only if the offense raas committed in the "coverage territory" during the 'policy period"; and 4. Prior to the "policy period", no "lnsured" shov,n in Paragraph J.Z.a. ol SECTION V DEFINITIONS and, no orfcer, no manager in your risk management, insurance or legal departrnent and no 'employee" wtto \/6 auttorized by you to give or receive nodce o, an"occurrence", offense, claim or "suit', knew that the "bodily iniury" or "property damage" had occurred, in v\trole or in pa(, or that an "occurrence" had b€en committed that caused "personal and advertising injury". lf such an "lnsured", officer, managsr or authorized "employee" kneW prior to the 'policy period", that the "bodily injury" or 'property damage" had occurred or that an"occurrence" had been committed trat caused "personal and advertising iniury", then any continuation, change or resumption of such "bodily injury", 'property damage" or 'personal and advertising injury" during or after 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 advenising injury" which occurs during the "policy period" and was not, prior to the "policy period", knovu'r to have occurred by any "lnsured" sho\,\n in Paragraph J.2.a. o1 SECTION V - DEFINITIONS or any o{fcer, 6ny manager in your risk management, insurance or legal deparfnent or any "employ€e" authorized by you to give or receive notice of an "occurrence", offense, claim or "suit", includes any condnuation, change or resumption oI tiat "bodily injury", "property damage", or "personal and advertising injury" after the end of the "policy period". D' 'Bodity iniury", "property damage" or "personal and advenising injury" vrill be deemed to have b€en kno, n to havs occurred at the earliest time v\hen any "lnsured" shoun under Paragraph J,2.a. of SECTION V. DEFINITIONS, any officer, any manager in your risk management, insurance or legal departrnent or any "employee" vrho uas authorized by you to give or receive notice o, an "occurrence", offense, claim or "suit": 1. Reports all, or any part, of th8 "bodily injury", "property damage" or "personal and advenising injury" to us or any other insurer; 2 Receives a \ rriten or verbal demand or claim br damages because of the "bodily injury", "property damage" or "personal and advertising injury"; or 954 OG-UMBR LX9799 ( 10/O5l Ftfl:#sk*u*,liffi8tr: page 87 of 163 3 Becomes a\6re by any other means fiat 'bcrdily injury" or "property damage" has occurred or has begun to occur or that an "occurrence" or ol{ense has been committed flat has caused or may cause "personal and advertising injury". E. Damages because ol "bodily injury" include damages claimed by any person or organization {or care, loss o, services or death resulting at any time fom the "bodily injury". F. lf rae are prevented by law or statute from paying damages covered by tris policy on behali of the"lnsured", then \/\€ \dll indemnify the "lnsured" lor trose sums in excess o, the "Retained Arnount", SECTION II . DEFENSE AAID SUPPLEMENTARY PAYMENTS A. We vill have the right and duty to defund any "suit" against the "lnsured" tlat seeks damages lor ''bodily iniury", "property damage" or "personal and advertising injury" to wtrich this insurance applies. even if the "suit" is groundless, false or faudulent when: 1. The total applicable Iimits o, "scheduled underlying insurance" and any applicable "other insurance" have been e*rausted by payment o, damages to \ trich this policy applies; or Z Subject to Paragraph B. of this Section ll, the damages sought because of 'bodily injury", "property damage" or 'personal and advenising injury" uould not be covered by "scheduled underllng insurance" or any applicaue "ofrer insurance", even irthe total applicable limi6 of either the "scheduled underlying insurance" or any applicable "other insurance" had not been e*lausted by the payment oJ damages. lI \ € are prevented by law or statute ,rom assuming the obligations specifed under this provision, rae vrill pay any expenses incurred \ ith our consent. B. We \ill have no duty to deJend the "lnsured" against any "suit" seeking damages for "bodily iniury", "property damage" or "personal and advenising injury" to nftich this insurance does not apply, including, but not limited to, Paragraph W. of SECTION lll - EXCLUSIONS. C. \Mren u€ assume the defunse of any "suit" against lhe "lnsured" tlat seeks damages to rrrtrich this insurance applies, vre \ ill, subiect to the limits oI insurance: 1. lnvestigate, negotiate and setde the "suit" as \€ deem appropriate; and 2 Pay the ,ollov\ing Supplementary Payments to the exEnt fiat such payrnents are not covered by "scheduled underlying insurance" or any applicable "other insurance": a. All erpenses rae incur; b. Premiums on bonds to release attachments for amounts not exceeding the applicable limits ol insurance of this policy, but v\,€ are not obligated to apply lor or furnish any such bond; c. Premiums on appeal bonds required by lawto appeal a judgement in a "suit" for amounts not exceeding the applicable limits of insurance ot this policy, but \^€ are not obligatrd to apply lor or furnish any such bond; d. Al court costs taxed against the 'lnsured" in the "suh"; L Pre-judgment interest aMErded against the "lnsured" on that part ol the judgment \dthin the applicable limiB o, insurance of this policy \ € pay. lf vre make an o{fer to pay the applicable limit ol insurance, \,r€ will not pay any pre-judgment interest accruing after v€ make such offer; f. Post-judgment interest that accrues after entry o, judgment on that pan of the judgement v\ithin the applicade limits oJ insurance of this policy ,^€ pay and before rae have paid, offered to pay or deposited in coun fiat part ol the judgment that is \ ithin the applicable limits ol insurance o, this policy; and g. The "lnsur€d's" expenses incurred at our request or \ ith our consent. D. E xcept as provided in Paragraph A above, \ E v\ill have no duty to debnd any "suit" against tle "lnsured". We vrill, horaever, have the right, but not the duty, to panicipate in the deftnse of any "suit" and the investigation of any claim to which this policy may apply, lf \4,e e)€rcise this right, ue lrill do so at our owl expense. o c -uni8n LX97S9 t 1dO5,PEga 2 ol 24 I ffi page 88 of 163 E We \ill not debnd any "suh", or pay any attorney lees or litigation e&enses including. v\ihout limitation, the elpenses described in Paragraph C.2., above that accrue after the applicaue limis ol insurance oI this policy have been e*rausted by the payment of damages and r,re rrrill have the right to v\ifidraw ,rom the further detnse o, such 'suit" by Endering contol o, said debnse to the 'Insured". sEcTroN n - ExcLUstoNS This insurance does not apply to: A. Expected or lntondod lnjury "Bodily injury", or "property damage" e:pected or intended fom the standpoint of the "lnsured". This exclusion does not apply to "bodily injury" resulting tom the use o{ reasonable ,orce to prote ct persons or property, B. Contractual Liability "Bodily injury" or I'property damage" lor vririch the "lnsured" is obligaEd to pay damages by reason of the assumption oJ liability in a contract or agreement, This exclusion does not apply to liability for damages: 1. That the "lnsured" \ ould hav€ in the absence ol the contact or agreement; or 2 fusumed in a contract or agreement trat is an "insured contact" provided the "bodily iniury" or "property damage" occurs subsequent to the er<ecution of the contract or agreement. Solely ,or the purposes of liability assumed in an "insured conuact" reasonaue attorney lees and necessary litigation e&enses incurred by or for a party other than an "lnsured" are deemed to be damages because of "bodily injury" or "property damage", and included \ithin the limits ol insurance, provided: 8. Liability to such party for, or lor trre cost of, that party's delense has also been assumed in the same "insured confact"; and b. Such attorney fues and litigation expenses are ,or defunse oI tlat party against a civil or alternative dispute resolution proceeding in \hich damages to v\hich fiis insurance applies are alleged, C. Liquor Liability "Bodily injury" or "property damage" for v*rich any 'lnsured" may be held liable by re6on of: 1. Causing or contributing to the intoxication of any person; 2 The furnishing of alcoholic beverages to a person under the legal drinking age or under the iniuence of alcohol; or 3. Any statuE, ordinance or regulation relatng to the sale, gift, distribution or use o{ alcoholic beverages. Horaever, this exclusion vrill not apply if coverage is provided lor such "bodily injury' or "property damage" by "scheduled underlying insurance", Coverage under this policy for such "bodily injury or "property damage" , ill Iollow the terms, defnitions, conditions and exclusions oI "scheduled underlying insurance". subiect to the "policy period", limits of insurance, premium and all other terms, definitions, conditions and exclusions of this policy. Provided, ho\ EVer, fiat coverage provided by this policy \ ,ill be no broader than the coverage provided by "scheduled underlying lnsurance ". D. Workers' Compensation and Similar La$s Any obligstion of the "lnsured" under a v\,orkers' comp€nsation, disability benefits or unemployment compensation law or any similar law. E. E.R,I.S.A Any obligaton oI the "lnsured" under the Employee Retiremerft lncome Security Act of 1974 (including amendmen6 relating to the Consolidated Omnibus Budget Reconciliation Act oJ 1985), or any amendment or revision thereto, or any similar law or regulation. 956 o c -urvtsR 1X9799 t 1Cr05)Pase 3 ol 24 E:5ffi1ffi page 89 of 163 F. Auto Coverages 1. "Bodily iniury" or "property damage" arising out o, the owrership, mainEnance oruse ol any "auto" v*lich is not a "covered auto"; or 2 Any loss, cost or e&ense payable under or resulting fom any frst party physical damage coverage; no-Iault law; personal injury protection or auto medical payments coverage; or uninsured or underinsured motorist law. G. Employsr's Liability 1. "Bodily in,ury" to an 'employee" o, the 'lnsured" arising out ol and in the course o{: a. Employment by tre "lnsured"; or b. PerJorming duties related to the conduct ot the "lnsured's" business; or 2 Any claim or "suit" brought by the spouse, child, parent, brother or sister ol tr]at "employee" as a consequence oI paragraph 1 abo\€. This exclusion applies: 1. Vvhether the "lnsured" may be liable as an employer or in any other capacity; and 2 To any obligation to share damages \ ith or repay someone else \l,tro must pay damages because of the injury, This exclusion does not apply to liability assumed by the "lnsured" under an "insured contract". Wth respect to injury arising out o, a "covered auto", tris exclusion does not apply to "bodily injury" to domestic "employes5" not endted to v\,o.ker's compensation beneftts. For the purpose of fris insurance, a domeslic "employee" is a person engaged in household or domestic vr,ork perlormed principally in connectons \ ith a residence premises. This exclusion does not apply to the extent that valid "scheduled underlying insurance" lor the employer's liabilaty risks described above exists or uould have existed but {or lhe e*taustion ol underlying limits lor ^bodily iniury". Coverage under this policy Ior such "bodily injury or "property damage" $ili {ollow the t€rms, defnitions, conditions and exciusions ol "scheduled underlying insurance", subject to the "policy period", limits of insurance, premium and all other terms, defnitions, conditions and oxclusions of this policy. Provided, ho\ ever, that coverage provided by this policy r,rill be no broader than the coverage provided by "scheduled underlying insurance" H. Employm€nt Ralatod Pra ctices Any claim or "suit" alteging or assening in any respect loss, iniury, or damage (including consequential bodily injury) in connection vrith "wongful termination", and/or "discriminaton", and/or'sexral harassment". The follovr,ing defnitions apply to this exclusion: "Wrongful termination" means termination of an employment relationship in a manner v*rich is against the law and wongful, or in breach of an implied agreement to continue employment. " Discrimination" means Ermination of an employment relationship or a demotion, or a failure or refusal to hire or promote an individual because ol race, color, religion, age, sex. disability. pr6gnancy, natural origin, serual orientation or otter protected category or characteristic established pursuant to any applicable fuderal, state, or local law, regulation, or ordinance. "Sex,ral harassment" means unvrelcome serual advences and/or requesB ror se)qJal fuvors and/or other verbal or physical conduct ol a sexual nature that (1) are mad8 a condition o, employment andlot l2l are used as a basis for employrnent decisions and/or (3) create a \ ork environment that interfures \ ith psrtormance, l. Pollulion This insurance does not apply to: l any "bodity iniury", "property damage" or "personal and advertising injury" arising out of the actral, alleged or trreaten€d discharge, dispersal, seepage, migration, rele6e or escape ol "pollutants" anyrrrhere at any time; O C.UIVBR rx9799 ( 10/05)Psg. 4 ol 24 ffi page 90 of '163 2 Any lo6s, cost or expense arising out of any request, demand, order or statutory or regulatory requirement that the "lnsured" or others test br, monitor, clean up, remo\€, contain, teat, detoxify or neuialize, or in any \,6y respond to, or assess the eilects of "pollutants"; or 3. Any loss, cost or e)pense arising out of any claim or "suit" by or on behalf ol a governmental authority lor damages because of Esting for, monitoring, cleaning up, removing, containing, reating, detotlying or neuralizing or in any way responding to, or assessing the elfucs ol " poll ut8 nts " . Ho\r€ver, Paragraph 1 oI this exclusion \ill not apply if coverage lor such 'bodily injury" or 'property damage" as is described in paragraphs 1 through 6 below is provided by "scheduled underlying insurance": 1. Products-Complotod Oporations Hazard Paragraph 1 of this exclusion does not apply \ith respect to "bodily injury' or "property damage" included vrifrin the "products-completed operations hazard" provided trat "your prduct" or "your \ ork" has not at any time been: a. Discarded, dumped, abandoned, throwr arrray; or b. Transported, handled, stored, teated, disposed of or processed as r aste; by anyone. 2 Hostile Fire Paragraph 1 of this exclusion does not apply lrith respect to "bodily injury" or "properh/ damage " arising out oI heat, smoke or fumes from a "hostile fre ". 3. Equipmont to Heat the Building and Contractoi/Lessee Operations Paragraph 1 of this exclusion does not apply to: 8. "Bodily injury" sustained rnithin a building and caused by smoke, fumes, vapor or soot lrom equipment used to heat the building; or b. "Bodily injury" or "property damage" br v*rich you may be held tiable if you are a contactor and tre ouner or lessee ol such premises, site or location has been added to your policy as an additional "lnsured" \ ith respect to your ongoing operations perlormed tor that additional "lnsured" at such premises, site or location, and such premises, site or location is not and never raas ov*red or occupied by. or rented or loaned to, any "lnsurad", other tlan the additional "lnsured". 4. Fuels, Lubricants and Other Operating Fluids - Mobite Equipment Paragraph 'l of this exclusion does not apply to: a. "Bodily injury" or "property damage" arising out of the escape ol fuels, lubricants or other operating fuids that are needed to perlorm normal electrical, hydraulic or mechanical functions necessary for fre operation ol "mobile equipment" or its parts if such fuels, lubricants or other operating iuids escape fom a vehicle part designed to hold, store or receive them. This exception does not apply ifthe 'bodily injury" or "property damage" arises out ot the intentional discharge, dispersal or release of the fuels, lubricants or other operating fuids, or iI such fuels, lubricanb or other operating fuids are brought on or tofie premises, site or location \ ith rhe intent that they be discharged, dispersed or released as part oi the operations being perbrmed by such insured conuactor or subcontactor; or b. "Bodily lnjury" or "property damage" sustained ,aifrin a building and caused by the releaseol gases, fumes or vapors lrom materials brought into that building in connection \ith operations being performed by you or on your behalf by a contactor or subcontractor. 5. Fuols, Lubricsnts. Fluids, 6tc. - Auto Paragraph 1 of this exclusion does not apply to fuels, lubricants, fluids, e*laust gases or other similar "pollutants" that are needed lor or result fom the normal electrical, hydraulic or m€chanical functioning ol an "auto" covered by "scheduled underllng insurance" or its par6, iI: 958 OC"UMBR 1X9799 I10/05)Pas. 5 ot 24 Vril+f{sSE tilFfliAt: page 91 of 163 8. The "pollutants" escape, seep, migrate, or are discharged. dispersed or released direciy ftom an "auto" part designed by its manufucturer to hold, store, receive or dispose ol such "pollutants"; and b. The "bodily iniury" or "property damage" does not arise out of tle opsratjon of any equipment sho\ n in Paragraphs 6b and 6c of the defnition of "mobile equipment". 6. Upset, Ovarturn or Damage of an Auto Paragraph 1 ot this exclusion does not apply to "occurrences" that take place araay lrom premises owred by or rented to an 'insured" \ ith respect to 'pollutants" not in or upon an 'auto" coveredby "scheduled underlying insurance" iI: a. The "pollutanB" or any property in \hich the "pollutants" are Contained are upset, O\€rturned or damaged as a result ol fre maintenance or use of an "auto" covered by "scheduled underlying insurance"; and b. The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, ovenurn or damage. Coverage under this policy for such "bodily injury" or "property damage" as is described in subparagraphs 1 through 6 above \^ill ,ollow the t€rms, defnitions, conditions and exclusions of "scheduled underlying insurance", subiect to the "policy perid", limits of insurance, premium andall other terms, definitions, conditions and €xclusions ol this policy. Provided, ho\ ever, that coverage provided by this policy \,ill be no broader than the coverage provided by "scheduled underlying insurance", J. Aircraft Or Watsrcraft "Bodily injury" or "property damage" arising out of the owrership, maintenance, use or enrustrnentto others oJ any aircraft, or vvatercraft o\,Mred or operated by or rented or loaned to any"lnsured". Use includes operation and "loading or unloading." This exciusion applies even iI the claims against any "lnsured" allege negligence or otrer \Mongdoing in the supervision, hiring, employment, training or monitoring o, others by that"lnsured", if the "occurrence" \hich caused the "bodily injury" or "property damage" involved fie ounership, maintenance, use or entrustment to others of any aircraft, or v\Etercraft ihat is ov,ned or operated by or rented or loaned to any "lnsured". This exclusion does not apply to: 1. A v\atercraft vrhile ashore on premises you olvt or rent; 2 A u8tercraft you do not ovtrl that is: a. Less than 26 reet long; and b. Not being used to carry persons or property for a charge; K. War "Bodily injury" "property damage" or "personal and advenising injury", houeVer caused, arising diredly or indirecty out ot: 1. War, including undeclared or civil v\Er; or 2 Warlike action by a military brce, including action in hindering or debnding against an actual or expected attack, by any government, sovereign or other authority using military personnel or othe r agents; or 3. lnsurrectjon, rebellion, revolution, usurped po\€r. or action tak6n by governmental authority in hindering or defending against any oI 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 ol force or violence against person or property, or commission ot an act dangerous to human lifu or property, or commission o{ an act fiat interfures \ ith or disrupts an electronic or communication system, undertaken by anyperson or group, wtrether or not actjng on behal{ of or in any connection r,rith any organization,government, po\ €r, authority or military force, \ hen the efrect is to intimidate, coerce or harm: OC.UMBR LX979S t 10/06)Pag.6 ol 24 ffi page 92 of 163 1. A government; Z The civilian populadon of a county, state or community; or 3. To disrupt the economy o, a county, state or community. So long as the Terrorism Risk lnsurance Act o, 2002 (the "Ac1") is in effect, "terrorism" includes an act o, terrorism as defned by Section 102. Definitions of the Act and any revisions or amendments thereto. L. Damago to Propsrty "Property damaqe" to: 1. Property: 8. You ovtr|, rent or occupy, including any cos6 or e{censes incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or mainEnance ol such properfy lor any reason, including prevenlion ot iniury to a person or damage to another's property; or b. Omed or transponed by the "lnsured" and arising out ol the ov'rrership, maintenance or use of a "covered auto"; 2 Premises you sell, give a\ €y or abandon, if the "property damage" arises out o{ any pan of those premises; 3. Property loaned to vou; 4. Personsl property in the care, custody or confol of the "lnsured"; 5 That particular part of real property on v*lich you or any contactors or subcontractors v\orking dkecrly or indkecdy on your behalf are per{orming operations, if tre "property damage" arises out of those operations; or 6 That particular pan of any property that must be restored, repaired or replaced because "your \ Drk" v\6s incorrecdy performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your uork" and u€re never occupied, rented or held for rental by you. Paragraphs 1b, 3, 4, 5 and 6 ol this exclusion do not apply to liability assumed under a sidetrack agreement, Paragraph 3 and 4 o{ this exclusion do not apply to liability assumed under a ,^ritten Trailer lnterchango A€reement, Paragraph 6 ol this exclusion does not apply to "property damage' included in the "products- completed operaions hazard. " M. Damage to Your Product "Property damage" to "your product" arising out ol it or any pan of it. N. Damage to Your Work 'Property dsmage' to "your v\,ork' arising out of it or any part of it and included in the "producB- completed op6rations hazard. " This exclusion does not apply il fie damaged uDrk or tre \ Drk out of \ hich tre damage arises v\as perlormed on your behalf by a subcontractor. O. Damago to lmpairod Property or Property Not Physically lnjured "Property damage" to "impaired property" or property tlat has not been physically iniured, arising out or: 1. A defuct, defciency, inadequacy or dangerous condition in "yorr product" or "your \ ork "; or 2 A delay or bilure by you or anyone acting on your behal, to perlorm a contract or agreement in accordance \ ith its terms. This exclusion does not apply to the loss ol use ot other property arising out o, sudden and accidental physical injury to "your product" or "your vlork" after it has been put to its intended use, OC.UMBN LX9799 110/05I Pasa 7 ol 24 I H#g#} B#* page 93 of 163 P. Recall ol Products, Work or lmpaired Propeny Damages claimed br any loss, cost or elpense incurred by you or others br the loss of use, withdravral, recall, inspection, repair, replacement, adjustnent, removal or disposal ofl 1. "Your product"; 2 "Your uork"; or 3. "lmpaired property"; i, such product, \ ork or property is ltithdravm or recalled from fre market or fom use by any person or organization because o, a knovtrt or suspected debct, defciency, inadequacy or dangerous condition in it. O. E lectronic Dats Damages arising out ol the loss of, loss of use of, damage to, corruption of, inability to access or inabiliW to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on. or EansmitEd to or {rom computer softuEre, including systems and applications softuEre, hard or foppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media vfiich are used \,ifi electonically controlled equiprnent. R. Fungus/Mold "Bodily injury" or "property damage" or any other loss, cost or e)eense, including, but not limited to losses, costs or epenses related to, arising fiom or associaEd raith clean-up, remediation. containment, removal or abatement, caused directy or indirecdy. in \*role or in part, by: 1. Any "fungus(i)", "molds(s)", mildew or yeast, or 2 Any "spore{s)" or toxins created or produced by or emanating lrom such "fungus(i)", "mold(s)", mildew or yeast, or 3. Any substance, vapor, gas, or other emission or organic or inorganic body substance produced by or arising out of any "fungus(i)", "mold(s)", mildew or yeast, or 4. Any material, product, building component, building or sfucture, or any concentration of moistJre, \ 6ter or other liquid rrrithin such material, product, building component, building or structure, that contains, harbors, nurtJres or acts as a medium for any "fungus(i)", "mold(s)", mildew yeast or "spore(s)" or toxins emanating therefrom, regardless oI any other cause, event, material, product and/or building component that confibuted concurrendy or in any sequence to that "bodily injury" or "property damage", loss, cost or expense. For the purpose of this exclusion, the lollo\ing defnitions are added to the policy: "Fungus(i)" includes, but is not limited to, any ol the plants or organisms belonging to the maior group fungi, lacking chlorophyll, and including molds, rus6, mildev\,s, smuts, and mushrooms. "Mold(s)" includes, but is not limited to, any superfcial gro\ dl produced on damp or decaying organic matEr or on living organisms, and fungi that produce molds. "Spore(s)" means any dormant or reproductve body produced by or arising or emanating out of any "fungus(i)", "mold(s)", mildew plants, organisms or microorganisms. S. Load 1. "Bodily injury", "property damage", or "personal and advertising injury" lor past, present or future claims arising in whole or in part, either direcdy or indirecdy, out of the manufacurre, distribution, sale, resale, rebranding, installation, repair, removal, encapsulation, ababment, replacement or handling of, e&osure to, ingestion of or testing tor, lead whether or not the lead is or \ 6s at any time airborne as a panicle, contained in a product, carried on clothing, inhaled, transmitted in any lashion or lound in any iorm \ hatsoe\r'er; Z The co6ts ol clean up or removal o, lead or produc6 and materials containing lead; oc-utliBR LX9799 ( 1 0/O5l Paoc I ot 24 W}l9iTiifEffiffi page 94 of 163 3. The costs of such actions as may be necessary to monitor, assess and evaluate the release or threat ol same, or lead or products and material containing lead; 4. The cost oI disposal oJ lead substances or the taking oI such other action as may be necessary to iemporarily or permanenty prevent, minimize or mitigate damage to the public health or \^€lfare or to the environment, \ahich may other\ ise result; or 5. The cost ol compliance v\ith any law or regulation regarding lead, T. Asbostos 1. "Bodily injury" in any raay arising out of the use by any person or organization ol or exposure to asbestos, asbestos products, asbestos fbers or asbestos dust; 2 "Property damage" to real propeny arising out of the use by any person or organization of asbestos, asbestos products, asbestos fbers, asbestos dust, including \.ithout limitation the costs incurred with respect to the removal or abatement ol asbestos, asbestos products, asbestos fbers or asbestos dust ftom or in such real property; 3. Any obligaton of the "lnsured" to indemnify any psrty because of damages arising out of such "property damage", "bodily injury", sickness, disease, occupational disease, disability, shock, death, mental anguish or mental injury, at any time as a result of tre manufacture or, mining o1, use oi, sale o1, removal ot, distribution of, or e)eosure to asbestos, asbestos products, asbestos 6bers or asbestos dust; or 4. Any obligadon to derend any claim or "suit' against the "lnsured" alleging "bodily injury", sickness, disease, occupational disease, disability, shock, death, mental anguish or mental iniury or "property damage" resulling lrom or contributed to. by any and all manuracure ol, mining ol, use of, sale of, removal o{, distribution of, or ex)osure to asbestos, asbestos products, asbestos fbers or asb€stos dust. U. NuclosI 1. "Bodily injury" or "property damage": 8. Wifi respect to wftich an "lnsured" under the policy is also an "lnsured" under a nuclear energy liability policy issued by Nuclear Energy Liability lnsurance Association, Mutual Atomic Energy Liability Under\4riters, Nuclear lnsurance Association or Canadg or any such policy but Ior iG termination upon eirauslion ol its limit of liability; or b. Resulting tom the "hazardous properties" ol "nuclear material" and \ith resp€ct to which (i) any person or organization is required to maintain financial protection pursuant to d-re Atomic Energy Act ol 1954, or any law amendatory thereol, of (ii) the 'lnsured" is or had this policy not been issued vrould be, entited to indemnify fom the United States of America, or any agency thereof, under any agreement entered into by tre United States of America, or any agency there o, v\ith any person or organization. 2 "Bodily injury" or "property damage" resulting lrom lhe "hazardous propenies of "nuclear material", if; 8. The "nuclear material" (i) is at any "nucl€ar facility" ouned by, or operated by or on behalf of, an "lnsured" or (ii) has been discharged or dispersed therefrom; b. The "nuclear material" is contained in "spent fuel" or "\€ste" at anytime possessed, handled, used, processed, stored, transported or disposed ol by or on behall of the "lnsured"; or 6" The 'bodily injury" or "property damage" arises out o, tre furnishing by sn "lnsured" ol services, materials, parts or equipment in connection vritr he planning, construction, maintenance, operation or use ol any "nuclear fucility". 3. "Bodily iniury" or "property damage" resulting ftom the intentional or unintentonal detonation o{ any nuclear bomb or nuclear device. O C -Un/BB 1X9799 t 1(,05'Pag.9 of 24 I ffir EC,+ftEH,:t+ page 95 of 163 4. As used in this exclusion, the follovring definitions apply; a. "Hazardous properties" include radioactive, toxic or e&losive propenies; b. "Nuclear material' means "source material". "special nuclear material" or "by-product material"; c. "Source material", "special nuclear material" and 'by-product material" have the meanings given them in Atomic Energy Act of 1954 or in any law amendatory thereor; d. "Spent fuel" means any fuel element o, fuel component, solid or liquid \ hich has been used or exposed to radiation in a "nuclear reactor'; o. "WasE' means any waste material (l) containing "by-product material" other than the tailings or v\€6tes producod by the extraction or concentration ol uranium or thorium form any ore processed primarily for its "source material' cont€nt, and (ii) resultng Jrom the operaton by any person or organization of any "nuclear racility" included under the frst t\,1D paragraphs of the defniton of "nuclear facility"; I. "Nuclear tacility" means: (i) Any "nuclear reactor"; (ii) Any equipment or device designed or used ior (a) separating the isotopes or uranium or plutonium, (b) processing or utilizing "spent fue|", or (c) handling, processing or packaging "v\Este "; (iii) Any equipment or device used lor the processing, fabricating or alloying ol "special nuclear material" it at any tme fle total amount of such material in the custody ol the "lnsured" at the premises vfiere 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 25O grams oI uranium 235; (iv) Any sfucture, basin, excavation, premises or place prepared or used ior the storags or disposal or " uaste "; and includes the site on v+rich any ol the foregoing is located, all operations conducted on such she and all premises used for such operations. V. Secudlies and Financial lntorest Any liability arising out oI: 1. Any violation o, any securities law or similar law or any rsgulation promulgated thereunder; 2 The purchase, sale, ofter of sale or solicitation of any security, debt, insurance policy, bank deposit or financial interest or instrument; 3. Any representation made at any time in relation to the price or value oI any security, debt, insurance policy, bank deposit or fnancial interest or instument; or 4. Any depreciation or decline in price or value of any security, debt, insurance policy, bank deposit or fnancial interest or inst'ument. W. Covsrago oxcluded or sublimitod by tha Scheduled Underlying lnsuranco "Bodily injury", "property damage", or "personal and advertising injury" which: 1. ls not covered by the "scheduled underlying insurance" by reason oI an exclusion contained in or at any dme added to such "scheduled underlying insurance"; or 2 ls in any v1/ay subiect to a sublimit wtrich is less than the limits ol insurance o{ such "scheduled underlying insurance', X Silica 1. "Bodily iniury", sickness, diseass, occupational disesse, disability, shock, death, mental anguish or mental injury, and/or any other type ol injury, loss, cost, damage, or expens€ sustained by any person lor the real or alleged emergence, contaction, aggravation or exacerbation of any Jorm o, silicosis or any other disease o{ the human body caused by, arising out oJ, or resulting {rom the manufacture, mining, use, sale, removal, or disribution by OC.UMBR 1X9799 ( 10/G5'Pago 10 o, 24 I kr.arffit page 96 of 163 any person or organization ol silica, silica produc6, silica fbers or silica dust, or the e&osure to silica, silica products, silica fbers or silica dust; or 2 Any obligation o, the insured to defund and/or indemnify any paG/ because of damages arising out ol such "bodily injury", sickness, disease, occupational disease, disability, shock, deatrr, mental anguish or mental injury, at any time caused by, arising out oI, or resulting ftom the manufacture ot, mining of, use of, sale or, removal of, distrihJtion of, or elposure to silica, silica products, silica fbers or silica dust. y. Molation Ol Statutes ln Connoction lMth Sonding, Transmitting Or Communicating Any Mstsrial Or lnformstion Any claim or "suit" alleging or assening fiat any act or omission violates any statute, ordinance or regulation of any fuderal. state or local government, including any amendment o{ or addition to such laM,6, that includes, addresses or applies to the sending, uansmitting or communicating of any material or information, by any means \ tlats@ver. Z. Other Personal and Advsrtising lniury "Personal and advenising injury": 1. Caused by or at the direction of the "lnsured" rdth the knovrledge $at the act vrould violate the rights of another and \ DUld inflict "personal and advertising injury". 2 Arising out of oral or witbn publication of material, il done by or at the direction ol lhe"lnsured" \^ith knovJedge of its falsity. 3. Arising out of oral or \Mitten publication of material vrhose frst publication took place before the beginning of the policy period. 4. Arising out of a criminal act commit@d by or at fie direction o, the "lnsured". 5. For which the "lnsured" has assumed liability in a conuact or agreement. This exclusion does not apply to; 8. Liability {or damages that the "lnsured" \ould have in the absence of the contract or agreement; or b. Liability for lalse arrest, detention or imprisonment assumed in a contract or agreement. 6. Arising out o{ a breach ol contract, except an implied conuact to use another's advenising idea in your " advertisement". 7. Arising out o{ fie lailure o{ goods, products or services to confiorm \ ith any statement of quality or perlormance made in your "advenisement". 8. Arising out of fie vlrong description of the price of goods, products or services stated in your " adve rtise ment" . 9. Arising out of the inrringement of copyright, patent, trademark, trade secret or otler intellecuralproperty rights. Hor EVer, this exclusion does not apply to inlringement, in your " adve rtisement" , ol copyright, trade dress or slogan. 10. Committed by an "lnsured" v*rose business is: a. Ad\€rtising. broadcasting, publishing or telecasting; b. Designing or determining content of vlebsites for others; or c. An internet search, access, content or service provider. Ho\4rever, this exclusion does not apply to Paragraphs 1, 2 and 3 ol the defnition of "personal and advertising injury" in SECTION V - DEFINITIONS. For the purposes oI this exclusion, the placing of fames, borders or links, or advertjsing, for you or others any\ trere on the lnternet, is not by itself, considered the business oI advenising, broadcasting, puUishing or telecasting. 11. Arising out of an electronic chatroom or bulletin board the "lnsured" hosts, owrs, or over vrf,rich the " lnsured" exercises control, OC.UIIBB 1X9799 t 1CvO6'Pasc 1l ol 24 page 97 of 163 12 Arising out o{ 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 another's potential customers. SECTION IV - LIMITS OF INSURANCE A. The limits of insurance shovtrl in ltem 3 of the Declarations and the rules below state the most v\e \ ill pay for all Damages under this policy regardless o, the number o{: 1. "lnsureds"; 2 Claims made or "suits" brought; or 3. Persons or organizations making claims or bringing "suits". B. The General &gregate Limit is the most \ E \,ill pay for all damages under this policy, except for; 1. Damages included \,ithin the "products-completed operations hazard"; and Z Damages because of "bodily injury" or "property damage" to vrhich this policy applies, caused by an "occurrence" and resulting from the ov,nership, maintenance or use of a "covered auto", C. The Products-Completed Operations Aggregate Limit is the most \ E \^ill pay for all damages included in the " products-completed operations hazard". D. Subtect to Paragraphs B and C above, \i\triche\€r applies, the Each Occurrence Limit is the most ue vrill pay for the sum ol all damages arising out oJ any one "occurrence" or offense. E. Subject to Paragraphs B and C above, rahicher,er applies, the most \ E v ll pay fror damages under this policy on behalt of any person or organization to vlhom you are obligated by a \Mitten "insured contract" to provide insurance such as is afforded by this policy is the lesser oI tle limits of insurance shovrn in ltem 3 of the Declarations or the minimum limits o, insurance you agreed to procure in such witten "insured conuact". F. This policy applies only in excess ofthe total applicable limits of "scheduled underlying insurance" and any applicable "otrer insurance" whether or not such limits are collectible. lt, hov\ever, a policy showr in the Schedule o{ Underlying lnsurance has a limit oI insurance: 1. Greater than the amount shor,m in such schedule, this policy \,^ill apply in excess o{ such greater amount; or 2 Less than the amount shovn in such schedule, this policy rnill apply in excess of fre amount shovrn in the Schedule of Undedying lnsurance lorming a pan of this policy, G. lf the total applicable limits o, "scheduled underlying insurance" and any applicable "other insurance" are reduced or e*rausted by the payment of damages to which this policy applies, rae nill: 1. ln the event oJ reduction. pay damages in excess o, the remaining total applicable limits ol "scheduled underlying insurance" and any applicable "other insurance"; and 2 Subject to Paragraph E of SECTION ll - DEFENSE AND SUPPLEMENTARY PAYMENTS, in the event of e}i'raustion, continue in force as underlying insurance. H. Expenses incurred to de{end any "suit" or to investigate any claim \^,ill be in addition to the applicable limits of insurance of this policy. Provided. ho\€ver, that i{ such e&enses reduce the applicable limits of "scheduled underllng insurance", tlen such epenses , ill reduce the applicable limits of insurance of this policy, l. The limits of insurance ol this policy apply separately to each consecutive annual period and to any remaining period o, less d.ran tr^Elve (12) months, beginning with the inception date ot the "policy period" showr in the Declaratons, unless the "policy period" is exEnded after issuance tor an additional period oJ less than t\Elve ('12) months. ln that case, the additional period will be deemed part ot the last preceding period for purposes of determining the limits of insurance ol this policy. J. We vrill not make any payment under this policy unless and until: 1. The total applicable limits of "scheduled underlying insurance" and any applicable "other insurance" have been exhausted by the payment of damages to which this policy applies; or 5 OC-UItitsR r-x9799 { 10/05)Pase 12 ol 24 Fffi# ffitr F,HiKIffi page 98 of 163 2 The total applicable "Self-lnsured Retention" has been satisied by the payment o, damages to utrich this policy applies. \Mten the amount oI damages has been determined by an agreed setdement or a fnal iudgement, vre will promptly pay on behall ol the "lnsured' the amount o, damages lalling vrithin the terms o{ this policy. An agreed setdement means a setdement and release of liability signed by us, the "lnsured" and the claimant or tre claimant's legal representati\€. SECTION V - DEFINITIONS A. "Advertjsement' means a notice that is broadcast or published to the general public or specific markst segments about your goods, products or serMces lor the purpose oI attractjng customers or supporters, For the purposes of this definition; 1. Notices that are published include material placed on the lnternet or on similar electronic means of communication; and 2 Regarding \^Eb-sit8s, only trat part oJ a web-site that is about your goods, produc8 or services lor tle purposes oI attracting customers or supporters is considered an "advertsement", B. "Arto" means: 1. A land motor vehicle, trailer or semifailer designed ,or uavel on public roads, including any attached machinery or equipment; or 2 Any other land vehicle that is subject to a compulsory or fnancial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Ho\,^€ver, "auto" does not include "mobile equipment". G. "Bodily injury" means bodily injury, disability, sickness, or disease sustained by a person, including death resulting from any of these at anytime, "Bodily injury" includes mental anguish or other mental in,ury resulting lrom "bodily injury". D. "Coverage territory" means: 1. The United States of America, including its territories and possessions, Puerto Rico and Canada; or 2 lf provided by the underlying policy, anyvfiere else in the r orld \ ith the exception o{ any country or jurisdiction \ hich is subject to rade or other economic sancton or embargo by the UniGd States oI America. lf \ € are prohibited by law trom providing a defunse in any location described in this dofnition and rae are obligated to provide such defunse under SECTION ll - DEFENSE AND SUPPLEMENTARY PAYMENTS, rar vr,ill reimburse you fur legal ees and ofier detnse elpenses incurred rMth our consent under the terms and conditions ol this policy. lf coverage lor a claim under this policy is in violation oI any United States oJ Arnerica's economic or trade sanction, including, but not limited to, sanctions administered an! enlorced by the U.S. Treasury Department's Office ol Foreign Assets Conaol {'OFAC') then coverage ,or that claim shall be null and void. E. 'Covered auto" means only those "autos" to wtrich "scheduled underlying insurance" applies, F. "Employee" includes a "leased vrorker". "Employee" does not include a "temporary y\ork€r". G. "Executive offcer" means a person holding any of the officer positions created by your charter, constitJtion, by-la' 6 or any other similar governing document, H. "Hostile fre" means a fre trst bscomes uncontrollable or breaks out fom vrhere it \ /as intended to be. l. "lmpaired property" means tangible propeny, other than "your product" or "your raork", trat cannot be used or is less useful because: 1. lt incorporates "your product" or "your v\,ork" that is knovrr or frought to be defuctive, deficient, inadequate or dangerous; or 6 OC.UMBB 1X9799 ( 10/O5)Pago 13 ot 24 }iilqtjItd+Jt HF$g page 99 of t63 2 You have lailed to fulfll the terms of a contract or agreement; if such property can be restored to use by: 1. The repair. replacement, adjustrnent or removal of "your product" or "your \ ork"; or 2 Your fulflling the terms oJ the contract or agreement. J. "lnsured" means: 1. The "Named lnsured"; 2 Except for liability arising out ol the owrership, maintenance, or use of "covered autos"; a. lf you are designated in the Declarations as: (11 An individual, you and your spous€ are "lnsureds", but only \ ith respect to the conduct oJ a business ol vfiich yoJ are the sol€ ovner; (a A parfiership or joint venture, you are an "lnsured". Your members and your panners, and their spouses are also "lnsureds", but only \^,ith respect to the conduct of your business; (3) A limited liability company, you are an "lnsured". Your members are also "lnsureds", but only \ itr respect to tre conduct ol your business. Your managers are "lnsureds", but only vr,ith respect to their duties as ya.rr managers; (4) An organization other than a parbership, joint ventrre or limited liability company, you are an "lnsured", Your "executiv€ officers" and directors are "lnsureds", but only \,ith respect to their duties as your officers or directors. Your stockholders are also "lnsureds", but only v\ith respect to their liability as slockhoiders; (5) Afust, you are an "lnsured'. Your trustees are also "lnsureds", butonly \ itrr respect to their duties as trustees; b. Your "volunteer raorkers" only wtrile perlorming duties relabd to the conduct of your business. Your "employees" other than your "executive officers" (if you are an organization other than a psrtnership, joint venure or limited liability company) or your managers (i{ you are a limited liability company), but only for acts within the scope o, their employment by you or while periorming duties relaed to the conduct ol your business. Horaever, none ol these "employges' or "volunteer rrrcrkers " are insureds for: (1) "Bodily injury" or "personal and advertising iniury": (a) To you, to your parhers or members (if you are a parbership or ioint ventJre), to your members (i{ you are a limited liability company), to a co-"employee" in fie course o{ his or her employment or periorming duties related to the conduct o{ your business or to your other "volunteer uorkers" while performing duties related to the conduct of your business; or any claim or "suit" brought by or on behal, oI the spouse, child, parent, brother or sister ot that co"emplo),ee" or "volunteer \ Drker" as a consequence of such "bodily injury" or "personal and advertising injury", or; (bl For \trich lhere is any obligation to share damages v\ifi or repay someone else \ ilo musl pay damages because ol the injury described in Paragraphs {1)(i) above. (a "Property damage" to property: (al Ovmed, occupied or used by, (b) Rented to, in the care, custody or conrol o{, or over v+rich physical control is being exercised lor any purpose by you, any of your "employees", "volunteer uorkers", any partrer or membr (i{ you are a parhership or ioint ventrre), or any member {if you are a limited liability company). c, Any person (other than your "employee" or "volunEer uorker") or organization while acting as your real estate manager; d. Your Iegal representative il you die, but only \ ifr respect to duties as such. That representative v\ill have all your rights and duties under this policy; 967 OC.UMBR 1X9799 (10/06)Pas. 14 ol 24 W page 100 of 163 o. Any person or organization, other than the "Named lnsured", included as an additional"lnsured" under "scheduled underlying insurance", but not fur broader coverage than \Duld be afforded by such "scheduled underllng insurance". 3. Only vrith respect to liability arising out of th€ ovu-rership, maint€nance, or use oI ',covered autos": a. You are an "lnsured"; b. Anyone else while using r,,rith your permission a "covered auto" you owr, hire, or borrow is also an " lnsured" except: (1) The owrer or anyone else fom \atlom you hire or borrow a ,,covered auto',. This exception does not apply it the "covered auto' is a trailer or semi-failer connected to a"covered auto" you oun; (2 Your "employse" if the "covered auto" is owred by that "employee" or a member ol his or h6r household; (3 Someone using a "covered auto" v\.l,tile he or she is raorking in a business oJ selling, servicing, repairing, parking or storing "autos" unless that business is yours; (4) Anyone other tran your 'employees", parhers {if you are a partnership), members (if you are a limited liability companyl, or a lessee or borrourr or any of their "employees", rrrlrile moving property to or from a "covered auto,; (5) A parher (if you are a parhership), or a member (iI you are a limited liability company) for a "covered auto" oyned by him or her or a member o, his or her household; (6) "Employees" \ ith respect to "bodily iniury" to any fullow "employee" of the "lnsured, arising out o{ and in the course o{ the bllow "employee's,, employment or !^/tlile perlorming duties related to the conduct of your business; c. Anyone liable ,or the conduct of an "lnsured" described above is also an "lnsured',, but only to the extent o, that liatiliry. 4. Not, ithstanding any of the above: a. No person or organization is an "lnsured" v\ith respect to the conduct of any current, past or nev\,ly formed parhership, jcint venure or limibd liability company that is not d€signabd as a "Named lnsured" in ltem 1 of the Declarations; and b. No person or organization is an "lnsured" under this policy v\ho is not an "lnsured" under "scheduled underlying insurance ". K. "lnsured conEact" means that part of any contract or agreement pertaining to your business under which any "lnsured" assumes the tort liability o{ another psrty to pay {or "bodily injury^ or ,,propeny damage" to a third person or organization, Tort liability means a liability that \,ould be imposed by law in the absence of any contract or agreement. "lnsured contract" does not include that pan o, any contract or agreement: 1. That indemnifes a railroad for "bodily iniury" or "property damage" arising out ol construction or demolition operations, \,itlin 50 ftet of any railroad property and a{fecting any raikoad bridge or tresde, tracks, road-beds, Unnel, underpass or crossing; 2 That indemnifes an architect, engineer or surveyor lor iniury or damage srising out of: 8. Preparing, approving, or failing to prepare or approve, maps, shop drar,rings, opinions, repofts, surve).s, feld orders, change orders or dra\ ings and specifications; or b. GiMng directions or instructions, or biling to give them, if that is the primary cause of the iniury or damage; or 3. Under which the "lnsured", il an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the "lnsured's" rendering or lailure to render profussional services, including those showr in subparagraph 2 above and supervisory. inspection, architectural or engineering activites. OC.UMBR 1X9799 { 10iO5)Pag. 15 ol 24 HB@ffi page'101 of 163 L. "Loading or unloading" means the handling of property: 1. AfteI it is moved fom the place vltrere it is accepted {or movement into or onto an aircraft or uate rcraft; 2. Vvhile it is in or on an aircraft or v\Etercraft; or 3. Vvhile it is being moved fom an aircraft or ',^/tstercraft to the place \ ltere it is finally delivered; but "loading or unloading" does not includ8 the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft or v\Ebrcraft. M. "Leased vlorker" means a person leased to you by a labor lessing frm under an agreement betv\Een you and the labor leasing frm, to perbrm duties related to the conduct ol your business. "Leased \orker" does not include a 'temporary raorker". N. "l\Iobile equipment" means any o{ the iollovr.ing types of land vehicles, including any attached machinery or equipment: 1. Bulldozers, farm machinery, lorklilts and other vehicles designed for use principally ofl public roads; 2 Vehicles maintained br use solely on or next to premises you ovtrr or rent; 3. Vehicles that travel on crav,,ler treads; 4. Vehicles, \ hether sell-propelled or not, maintained primarily to provide mobility to permanendy mounted: a. Po'er cranes, shovels, loaders, diggers or drills; or b. Road constuction or resurfucing equipment such as graders, scrapers or rollers; 5. Vehicles not describod in Paragraph 1, 2, 3 or 4 above that are not self-propelled and are maintained primarily to provide mobility to permanenty attached equipment ol the follorrring types: a. Ar compressors, pumps and generators, including spraying, raelding, building cleaning, geophysical e&loration, lighting and uell servicing equipment; or b. Cherry pickers and similar devices used to raise or lov\€r \ orkers; 6. Vehicles not described in Paragraph 1,2,3 ot 4 above maintained primarily for purposes otrer than the fansportation ol persons or cargo, Hor Ever, sel{-propelled vehicles with the iollo\ing types oJ permanenty attached equipment are not "mobile equipment", but \ ill be considered "autos": a. Equipment designed primarily Ior: (i) Snow removal; (ii) Road maintenance, but not constuction or resurfacing; or (iii) Street cleaning; b. Cherry pickers and similar devices mouned on automobile or fuck chassis and used to raise or lovrer v'\orkers; and c. Ar compressors, pumps and generators, including spraying, vulding, building cleaning, geophysical exploration, lighting and uell servicing equipment. Houever, "mobile equipment" do6s not include land vehicles that are subiect to a compulsory or fnancial responsibility law or other motor vehicle insurance law in tre state v\here it is licensed or principally garaged. Land vehicles subject to a compulsory or fnancial responsibility law or other motor vehicle insurance laware considered "autos". O. "Named lnsured" means: 't. Any person or organization designat€d in ltem 1 of the Declarations; OC-UI'/BR LX9799 ( 10iO5)Pagc '16 of 24 I frr;rs,}EFlf. page 102 of 163 2 Any organization in \ hich you maintain an interest oI more than fifty percent {5O%) and wtrich is included as a named insured under "scheduled underlying insurance", as of the elfuctive date oI $is policy and to ' hich more specifc insurance does not apply, provided that this policy does not apply to any "bodily iniury" or "property damage" that occurred or any " personal and advertising iniury" that u6s caused by an "occurrence" that \aas committed berore you acquired or tormed such organization or after you ceased to maintain an interest of more than ffty percent (5oo/o ) in such organization; and 3. Any organization, except {or a parhership, joint venture or limited liability company, that you acquire or form during the ,policy period" in r,ttrich you maintain an interest of more than fifty percent (50%) and to \,tlich more specifc insurance does not apply, provided that: a. Such organization is included as a named insured under "scheduled underllng insuranc€"; b. This policy does not apply to any "bodily injury" or "property damage" d"\at occurred or any "personal and advenising injury" that was caused by an 'occurrence" that ,r€s committed beiore you acquired or formed such organization or after you ceas€d to maintain an interest of more than fitty percent (5O7o) in such organization; and c. You give us prompt notice after you acquire or Jorm such organization. Subject to the proMsions of Paragraphs 3a, 3b and 3c above, a parhership, jdnt venture or limited liability company that you acquire or brm during the "policy period" may be added as an "lnsured" only by a witten endorsement that \ E make a part ol this policy. We may, at our option, make an additional premium charge fur any organization that you acquire or rorm during the "policy period". P. "Occurrence " means: L As respects 'bodily injury" or "property damage", an accident, including continuous or repeated eXoosure to substantially the same general harmful conditions. All such exposure to substantially the same general harmful conditions \^ill be deemed to arise out ol one "occurrence ". ln the event ol continuing or progressively deteriorating damage over any length o{ time, such damage shall be deemed to be one "occurrence", and shall be deemed to occur only \^hen such damage first commences, 2 As respects "personal and advenising injury", an oflense arising out o{ your business that causes "personal and adveftising injury". All damages that arise ,rom the same, related or repeated injurious material or 8ct v\ill be deemed to arise out o, one "occurrence', regardless of the lrequency or repetition thereof, the number and kind ot media used and the number ol claimants, O. "Other insurance" means a valid and collectible policy of insurance providing coverage {or damages covered in vhole or in part by this policy. Ho'apver, "other insurance" does not include "scheduled underlying insurance", the "Sell-lnsured Betention" or any policy o{ insurance specifically purchased to be excess oi this policy aflording coverage that this policy also affords. R. "Personal and advertising iniury" means iniury arising out of your business, including consequential "bodily injury", arising out ol one or more ol the iollo\ ing ofbnses: 1. False arrest, detention or imprisonment; 2 Malicious prosecution; 3 The r rongful eviction from, wongful enry into, or invasion o, the right o{ private occupancy oI a room, d\ elling or premises that a person occupies committed by or on behal{ oJ its owrer, landlord or lessor; 4. Oral or rwitten publication, in any manner, of material that slanders or libels a person or organizaion, or disparages a person's or organization's goods, products or services; t0 OC.UMBR 1X9799 t 1005'Pasc 17 ol 24 ffi page 103 of '163 5' Oral or \nritten publication, in any manner, of material hat violates a person's right of privacy; 6. The use of another's advertising idea in your " advertiseme nt" ; or 7. lnfringement upon another's copyright, trade dress or slogan in your "ad\€rtisement". S. "Policy period" means the period of time fom the inception date shovtrl in ltem 2 of fie Oeclarations to the earlier of the epiration daE showr in ltem 2 of lhe Declarations or the effective date ot termination of this policy. T. "Pollutants" means any solid, liquid, gaseous or ftermal irritant or contaminant including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. WssE includes materials to be recycled, reconditioned or reclaimed, U. " Products-completed operations hazard" means all "bodily injury" and "property damage" occurring ar Ey {rorn premises you o\ n or rent and arising out o{ "your product" or "you rork" except: 1. Products that are still in your physical possession; or Z Work that has not yet been completed or abandonod. Horaever, "your v\,ork " uill be deemed completed at the earliest of the follorning times: a. Mrhen all of the \ Drk called lor in your contract has been completed; b. \Mten all oI the \^ork to be done at the job site has been completed i, your contract calls for ,/ork at more than one job site; or c. Vvhen that part o{ the ,anrk done at a job sib has been put to its intended use by any person or organization other than another contactor or subcontractor v\orking on fle same project. Work that may need service, maintenance, correction, repair or replacement, but vfiich is other\ ise complete, \dll be treated as completed. " Products-completed operations hazard" does not include "bodily injury" or " property damage" arising out of: 1. The transponadon o{ propeny, unless the injury or damag€ arises out of a condition in or on a vehicle not ovv'ted or operated by you and that condition \ ias creaEd by the loading or unloading (meaning "loading or unloading" but \ ith Iespect to a vehicle) ol that vehicle by any "lnsured"; or 2 The existence o, tools, uninstalled equipmert or abandoned or unused materials. V. "Property damage " means: l. Ph\6ical injury to tangible property, including all resulting loss of use o{ that property. Al such loss of use \ ill be deemed to occur at fre time o{ the physical injury that caused it; or 2 Loss of use o, tangibie property that is not physically injured. All such loss of use lrill be deemed to occur at the time of the "occurrence" that caused it. For the purposes ol tris insurance, electonic data is not tangible property. As used in this defnition. electronic data means information, ,acB or programs stored as or on, created or used on, or transmitted to or lrom computer soft\^Ere, including systems and applications softu€re, hard or foppy disks, CD-ROMS, tapes, drives. cells, data processing devices or any other media which are used \ ith electronically conrolled equipment, W. " Retained Arnount" means: l The total applicable limits o, "scheduled underlying ifisurance" (plus any "Sell-lnsured" retention applicaue thereto) and any applicaue "other insurance' providing co\€rage to the "lnsured"; or 2 The 'Self-lnsured Retention" applicaue to each "occurrence" that results in damages not covered by "scheduled underlying insurance" nor any applicaue "other insurance" providing coverage to the "lnsured'. 971 OC-UI',BR 1X9799 (10/05)Pagc '18 of 24 Etr'I. *'ffi page '104 of '163 X. ''Scheduled underlying insurance" means: 1. The policy or policies of insurance and limiG o{ insurance (plus any selfnsured retention applicable thereto) shovtrl in the Schedule of Underllng lnsurance; and 2 Automatically any renev\al or replacement o{ any policy in Paragraph 1 above, provided that such rene,aol or replacement provides equivalent coverage to and affords limits ot insurance equal to or greater than the policy being renevred or replaced. "Scheduled underlying insurance" does not include a policy of insurance specifcally purchased to be excess of this policy affording coverage that this policy also alfords. Y. "Self-lnsured Retention" means the amount that is shovv'\ in ltem 4 of the Declarations, Z. "Suit" means a civil proceeding in which damages because of "Bodily lnjury", "Property Damage", or "personal and advertising injury" to \ hich this policy applies are alleged. "Suit" ineludes: 1. An arbiration proceeding in nhich such damages are claimed and to v\hich he "lnsured" must submit or does submit \Aitr our consent; or 2 Any other alternalive dispute resolution proceeding in which such damages are claimed and to which the "lnsured" submits ,^ith our consent. AA"'Temporary u,orker" means a person r,tf,ro is furnished to you to substiute for a permanent "employee" on lea\E or to meet seasonal or short-term raorkload conditions . BB."Volunteer raorker" means a person l,rtro is not your "employee" and wtlo donates his or her rarork and acts at the direction of and \ ithin the scope of duties determined by you, and is not paid a fue, salary or other compensation by you or anyone else Jor their uork perbrmed for you. CC. "Your product" means: 1. Any goods or products, other than real property, manufuctured, sold, handled, distributed or disposed of by: a. You; b. Others tading under your name; or c. A person or organization \ hose business or assets you have acquired; and 2 Containers (other than vehicles), materials, parts or equipment furnished in connection \ith such goods or products. "Your product" includes: 1. Warranties or representations made at any time \ ith respect to the ft'tess, quality, durability, periormance or use o{ "your product"; and 2 The providing of or fuilure to provide raarnings or instructions. "Your product" does not include vending machines or other property rented to or located ,or the use of others but not sold. DD."Your \ ork" means: 1. Work or operations performed by you or on your behalf; and 2 Materials, parts or equipment furnished in connection vr,ith such \ ,ork or operations. "Your raork" includes: 1. Warranties or representations made at any time rrr,ith respect to the ft'ress, quality, durability, performance or use of "Your Work"; and 2 The providing of or failure to provide \ /arnings or instructions. SECTION VI . CONDITIONS OC-UMBR LXS799 { 10/05)Pase 19 of 24 ffi page 105 of 163 A. Appeals ln the event the frst Named lnsured or the first Named lnsured's underlying insurer (i, applicaue) elect(s) not to appeal a judgement in excess o, the "Retained Anount", v\€ may elect to make such appeal at our ovtn cost and erpense, and rae shall be liable ior the taxable costs and disbursements and interest incidental thereto, but in no event shall our liability for damages exceed the sum set {orth in the Declaradon's for any one "occurrence", including the cost and e&ense of such appeal. B. Examination of Your Books and Records We may audh and examine your books and records as they relate to this policy at any tme during the period of lhis policy and ,or up to three (3) years after the expiration or termination of this policy, C. B snkruptcy or lnsolvoncy Your receivership bankruptcy, insolvency or inability to pay or the receivership bankruptcy, insolv€ncy or inability to pay of any o{ your underlying insurers uill not relieve us ftom the payment ol damages co\€red by this policy. But under no circumstances \,iill such receivership bankruptcy, insolvency or inability to pay in any raay increase or expand our liability or require us to drop dowr, replace or assume any obligation under "scheduled underlying insurance". D. Cancellation 1. The first Named lnsured shovrr in the Declarations may cancel this policy by mailing or delivering to us advance witten notice oi cancellation. 2 W€ may cancel this policy by mailing or delivering to the frst Named lnsured witEn notice o, cancellation at least: a. 10 days bebre the e{fective date of cancellation if rae cancel for nonpayment oI premium; or b. 30 days betore the e{fuctive date of cancellation if v\e cancel for any other reason. 3. We uill mail or deliver our notice to the first Named lnsured's last mailing address knov\n to us. 4. Notice ol cancellation \,\ill state the effective daE ol cancellation. The "policy period" \ill end on trat date, 5. ll this policy is canceled, ue dll send the f rst Named lnsured any premium refund due. l, v1,e cancel, the refund v\ill be pro rata. lJ the frst Named lnsured cancels, earned premium vrill be calculaed in accordance \ ith the customary short-rate table and procedure, or the Mnimum E arned Premium at lnception o, the policy shovrn in ltem 5 o{ the Declarations, v*rich ever is greater. The cancellation \ ill be erfuctive even if ue have not made or olfured a refund. 6. lf notice is mailed, prool of mailing ,aill be sufficient prool of notce. E. Change ln Control ll during the "policy period": 1. the frst Named lnsured designaEd in ltem 1 ol the Declarations consolidates vrith or merges into, or sells all or substantially all o, its assets to any p€rson or entity; or 2 any person or entity acquires an amount of fie outstanding o$nership interests representing more than 50% of lhe voting or designation pov\er for the election o{ directors oI the first Named lnsured designated in ltem 1 oJ the Declarations, or acquires the votjng or designaton righB of such an amount ol omership interests; This policy nill continue in full lorce and eflect as to "bodily injury" and " property damage" that occur prior to the efrective date of such ransaction and 'personal and advertising injury" caused by an "occurrence" that takes place prior to the effective date o, such transaction. There rrrill be no coverage afforded by this policy ior "bodily injury' or "property damage" that occurs on or arter the effective date ot such transaction and "personal and advertsing injury" caused by an "occurrence" that takes place on or after the e{fuctive date o{ such transaction. 973 o c-utvtsB LX9799 ( 10/05)Pasc 20 ol 24 page 106 of 163 F. Changes Notice to or knovVedge possessed by any person shall not aflect a r aiver or change in any part of this policy or stop us from assening any rights under the terms of this policy, nor shall the terms o, fris policy be waived or changed, except by endorsement issued to lorm a pan hereof, signed by an authorized representative oi the Company. G. Duties in the Event oI an Occurrence. Claim or Suit 1. You must see to it fiat \n€ are notified as soon as pracicable of an "occurrence" that may result in a claim or "suit" under this policy, To the extent possible, notice should include: a. How. vhen and r,rhere the "occurrence" took place; b. The names and addresses of any injured persons and any vr,ihesses; and c. The nature and location of any injury or damage arising out oI the "occurrence". 2 ll a claim is made or "suit" is brought against any "lnsured" \^ttich is reasonably likely to involve this policy, you must notily us in witing as soon as practicable on the assumption tlat an "lnsured" is liable for the damages claimed. Written notice should be mailed or delivered to: AIG -Lexington c/o ACPC P.O. Box 293118 Nashville, TN 3722931 18 Claim reporting inrormaion can also be found on our uebsite, trarwlcxinoroninsuranco.com 3 You and any other involved "lnsurod" must: s. lmmediately send us copies of any demands, notices, summonses or legal papers received in connection rrith the claim or "Suit"; b. Authorize us to obtain records and other in{ormation; c. Cooperate vrith us in the investigation, setdement or defunse ol the claim or "Suh"; and d. Assist us, upon our request, in the enforcement o, any right against any person or organization drat may be liable to the "lnsured" because of in,ury or damage to \,l,hich this insurance may also apply. 4. No "lnsured" v\ill, except at that "lnsured's" owr cost, voluntarily make a payment, assume any obligation or incur any expense, other than ror frst aid, lrithout our consent. H. lnspoction We have the right, but are not obligated, to inspect your premises and operations at any time. Our inspections are not safety inspections. They relaE only to the insurability o{ your premises and operations and the premiums to b€ charged. We may give you reports on the conditions that \ Efnd, We may also recommend changes. We do not, hov\ever, undertake to perlorm the duty ol any person or organization to provide for the health or safuty oI your "employees" or the public. We do not uarrant the health and saftty conditions of your premises or operations or represent tlat your premises or operations comply vrith lav\s, regulations, codes or standards. l. Logal Actions Aqainst Us No person or organization has a right under this policy: 1. To join us as a party or otherraise bring us into a "suit" asking ,or damages ftom an "lnsured"; or 2 To sue us under this policy unless all of its terms have been fully complied \ ith, A person or organization may sue us to recover on an agreed settlement or on a fnal judgment against an "lnsured"; but \^E \dll not be liable ,or damages that are not payable under this policy or fiat are in excess o, he applicable limiB of insurance of this policy. An agreed settlement means a settlement and release of liability signed by us, the "lnsured" and the clsimant or the claimant's legal representative. 914 OC,UMBR 1X9799 l1O/(}5)Paga 21 ol 24 H#i#ffi I I I I ffi page 107 of '163 J. Maintonance of Scheduled Underlying lnsurance You agree that during the "policy period": 1. You uill keep "scheduled underllng insurance" in full force and effuct; 2 The Erms, defnitions, conditjons and exclusions ol 'scheduled underlying insurance" rnill not msterially change; 3. The total applicable limits of "scheduled underllng insurance" ll not decrease, except for any reduction or e*raustion o, aggregate limh by payrnent of damages to v*rich this policy applies, 4. Any rene'a€ls or replacements o{ "scheduled underlying insurance" \ill provide equivalent coverage to and allord limits oI insurance equal to or greater tran the policy being rene\^Ed or replaced. lf you fail to comply vrith these requirements. \^€ \,|\ill be liable only to the same extent that \ E raould have, had you fully complied \ ith these requirements. K. Olher lnsurancs lf other valid and collectible insurance applies to damages that are also covered by this policy, this policy \ ill apply excess of the "other insurance". Hov\ever, this provision v\ill not apply il the other insurance is specifically \ titen to be excess ot this policy. L. Premium and Audit M 1. We vill compute all premiums lor this policy in accordance v\ith our rules and rates. 2 lf the premium ,or this policy is a flat premium, it is not subiect to adiustment, except ftat additional premiums may be required ,or any additonal eposure and/or "lnsureds", or as provided for in Condition D Cancellation. The premium showr in ltem 5 of the Declarations as the Total Advance Premium is a deposit premium only, lf the policy is subject to audit adjustment, the actral ergosure base rrrill be used to compute the earned premium. li the learned premium is greater tran the Advance Premium, the first Named lnsure! v.ill pay the dirfurence to us due and payable upon notice. Subject to the Annual Mnimum Premium shoran in ltem 5 o, the Declaratons, if the earned premium is less than the Total Advance Premium, ue rnill return the diJfurence to the first Named lnsured, 3. The frst Named lnsured must keep records o{ the injormation vre need for prsmium computation, and send us copies at such times as \^€ may request. The frst Named lnsured sho\ n on the Declarations is responsible fur the payment oI all premiums and \ ill be the payee lor any return premiums \^E pay. R opresontatio ns of Fraud By accepting this policy, you agree: 1. The statements in the Declarations are accurab and complete; 2 Those stalements are based upon representations you made to uS; 3. We have issued this policy in reliance upon your representations; and 4. This policy is void in any case of lraud by you as it relaEs to this policy or any claim or "suit" under this policy. Sopara6on ol "lnsur€ds " Except v'\ith respect to the limits of insurance o{ this policy and righ6 or duties specifcally assigned to the first Named lnsured designated in ltem 'l of the Declarations, this insurance applias: 1. As if each "Named lnsured" vrere the only "Named lnsured"; and 2 Separately to each "lnsured' against v*rom claim is made or "Suit" is brought. Transfer ol Rights ol Recovery 1. lf any "lnsured" has Iights to recover all or part of any payment rae have made under this policy, those rights are transJerred to us. The 'lnsured" must do nothing arter loss to impair these rights and must help us enforce them. N o OC-Ull,BR 1X9799 ( 10/051 Pas. 22 of 24 Et###ffi page 108 of 163 2 Any recoveries vrill be applied as lollous: a. Any person or organization, including the "lnsured", that has paid an amount in excess oJ the applicable limits oI insurance ol this policy \ ill be reimbursed firsq b. We then will be reimbursed up to the amount \ E have paid; and c. Lasdy, any person or organization, including the "lnsured" that has paid an amount over wtrich this policy is excess is entided to claim the remainder, Expenses incurred in the exercise ol rights ol recovery \ill be apportioned among the persons or organizations, including the "lnsured", in the ratio o{ their respect ve recoveries as finally setted. 3. ll, prior to the time oI an "occurrence", you and the insurer ol "scheduled underlying insurance" raaivg any right ol recovery against a specific person or organization br iniury or damage as required under an "insured contract", vre Vtill also \ Eive any righb rae may have against such person or organization. P. Transfer ot Your Rights and Dutiss Your rights and duties under this policy may not be transterred \ atlout our v\ritten consent. lI you die or are legally declared bankrupt, your rights and duties v\ill be trans{erred to your legal representative, but only \ahile acting \ ithin the scope of duties as your legal representative. Hourgver, notice of cancellation sent to the frst "Named lnsured" designated in ltem 1 of the Declarations and mailed to d1e address sho\^rr in this policy lrrill be sufficient notice to eflect cancellation of this policy. 0. Service oI Suit It is agreed fiat in he event oJ our failure to pay any amount claimed to be due hereunder, ue, at the request of the "lnsured", v\ill submit jurisdicton of a court o, competent jurisdiction vdthin the United States. Nothing in this condition constitJtes or should be understood to constitute a v\6iver oI our rights to commence an action in any court o, competent jurisdiction in the United States, to remove an action to a United States Distict Court or to seek a tansler of a case to another court as permitted by the lavrs o, fie United States or of any state in the United States. lt is furher agreed that service of process may be made upon Counsel, Legal Department, Leington lnsurance Company, 99 High Sueet, Boston, Massachusetts 021 lO, or his or her representative, and that in any "suit" instituEd against us, upon this policy, w-. vrill abide by the final decision of such court or o, an appellate court in the event ol an appeal. Furher, pursuant to any statute oI any state, territory, or district of the United States \ hich makes provision herefor, ue hereby designate tre Superintendent, Commissioner, Director of lnsurance, or otler officer specified lor trrat purpose in tre statute, or his or her successor or successors in office as our tue and lawful attorney upon \ trom may be served any lawful process in any action, "suit" or proceeding instituted by or on behall ol you or any benefciary hereunder arising out of this contract ol insurance, and hereby designate the Counsel, Legal Department, Lexington Insurance Company,99 High Street, Boston, Massachusetts 02110, as the person to whom the said officer is authorized to mail such process or I true copy thereol, R. Arbitration Not\ ithstanding Condition O. Service o, Suit, above, in the event oI a disagreement as to the interpretation o, this policy (except \,\ih regard to vlhether this policy is void or voidable), it is mutually agreed that such dispute shall be submitted to binding arbitation before a panel o, three (3) Arbitrators consisting ol trao (2) pafty-norninated (non-impanial) Arbitrators and a third (impartial) Arbitrator (hereina{ter "umpire") as the sole and exclusive remedy, The party desiring arbiration of a dispute shall notify the other pany, said notjce including the name, address and occupation of the lrrbitrator nominated by rhe demandinq party. The otrer party shall, rruithin 30 days follo\ ing receipt oJ the demand, notily in witing the demanding party o, the name, address and occupation oJ tle Arbirator nominated by it. The t\ o {2) arbifators so selected shall, \ ithin 30 days ol the appoinunent o{ th6 second Arbitrator, select an umpire, llthe Arbitrators are unaHe to agree upon an umpire, the selection o{ the umpire shall be submitEd to the Judicial Arbitration and [\rediation Services (hereinafter, "JAMS"), The umpire shall be selected in accordance vrith Rule 15 (as may be amended from time to time) of the JAMS Comprehensive Arbitration Flules and Procedures for the selection of a sole arbitrator. OC.UMBR 1X9799 ( 10/05)Pagc 23 01 24 ffi page 109 of 163 The panies shall submh their cases to the panel by witEn and oral evidence at a hearing time and place selected by the umpire. Said hearings shall be held \,,\ithin 30 days of the selection oI the umpire. The panel shall be relieved o{ all judicial {ormality, shall not be obligat€d to adhere to fre strict rules o, law or of evidence, shall seek to enfurce the intent of the parties hereto and may reter to, but are not limited to. relevant legal principles. The decision o, at least t\,o (2) ot the three (3) panel members shall be binding and fnal and not subject to appeal except lor grounds of lraud and gross misconduct by the Arbitrators. The avrard uill be issued vrithin 30 days of the close of lhe hearings, Each party shall bear excenses of its designated Arbitrator and shall iointy and equally share vrith the other the expense ot the umpire and the arbrtraton. The arbitation 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 the frst Named lnsured and us. The procedural rules applicable to this arbitation shall, except as provided othervrise herein, be in accordance vnth the JAI\ilS Comprehensive Arbitration Bules and Procedures. ,4r,#/,,.R^, c1--, 9 OC-UltBR 1X9799 (1005t Paso 24 ot 24 lN WTNESS WHEREOF, \ € have caused this policy to be execwed and attested, but this policy \ ill not be valid unless countersigned by one of our duly authorized representatives, rnhere required by law.