Professional Liability and Commercial

PROFESSIONAL LIABILITY AND COMMERCIAL GENERAL LIABILITY ( CLAIMS - MADE FORM)

The Company agrees with the Named Insured, in consider- peal bonds required in any such defended suit, ation of the payment of the premium and in reliance upon but without any obligation to apply for or fur- the statements in the Application, a signed copy of which is nish such bonds, all costs taxed against the In- attached hereto and made a part hereof, and subject to the sured in any suit, all expenses incurred by the limit of liability, exclusions, conditions and other terms of Company, all interest accruing after entry of this policy as follows: judgement until the Company has paid, tendered I. COVERAGE - INSURING AGREEMENT or deposited in court such part of such judgement as does not exceed the limit of the Compa- The Company will pay on behalf of the Insured, those sums ny's liability thereon; which the Insured shall become legally obligated to pay as damages because of: (c) reimburse the Insured for all reasonable expenses, other than loss of earnings, incurred at the A. professional liability Company's request, except amounts paid in set- B. bodily injury tlement of any legal liability insured under I. C. personal injury Coverage, which liability shall be governed by the limit of liability stated in the Declarations. D. property damage The Company shall not be obligated to pay any claim, to which this insurance applies, caused by an occurrence, judgement or expenses, nor to defend any suit or claim af- but only such occurrences for which CLAIMS ARE FIRST ter the applicable limit of liability has been exhausted by MADE AGAINST THE INSURED AND REPORTED TO payment of judgements, settlements, expenses or any com- THE COMPANY DURING THE POLICY PERIOD pro- bination thereof. vided such occurrences are: III. EXTENDED DISCOVERY PERIOD (a) subsequent to the Retroactive Date set forth in the Declarations, and (a) If the policy is cancelled or not renewed by the Company for reasons other than the Named In- (b) prior to the expiration date set forth in the Dec- sured's non-payment of premium or deductible larations provided that: amount, or non-compliance with the terms and (1) the Insured had no knowledge of any claim conditions of this policy, then any claim first or suit or any occurrence which might rea- made arising from an occurrence subsequent to sonably be expected to result in a claim or the Retroactive Date and prior to the expiration suit as of the date of signing the application or cancellation date may be reported to the for this insurance; and Company during the Claims Extension Period (2) there are no other certificates or policies stated in the Declarations. The quotation of a pursuant to which the Insured is afforded different premium or deductible amount or limit coverage for such claim or suit. of liability for renewal does not constitute a cancellation or refusal to renew. II. COVERAGE - DEFENSE, SETTLEMENT AND SUPPLEMENTARY PAYMENTS (b) If the policy is cancelled or not renewed by the Named Insured an automatic thirty (30) day As respects such insurance as is afforded by the other terms Claims Extension Period shall apply to claims, of this policy, the Company shall: provided such claims are not covered under any (a) defend in the Insured's name and behalf any suit subsequent insurance purchased by the Named against the Insured alleging damages from an Insured, or that would be covered but for ex- occurrence, even if such suit is groundless, false haustion of the amount of insurance applicable or fraudulent, but the Company shall have the to such claims. If during that period the Named right to make such investigation and negotiation Insured requests in writing and pays an addi- of any claim or suit as may be deemed expedi- tional premium not to exceed the greater of ent by the Company; 175% of the premium stated in the Declarations or the Earned Premium for the policy period, the (b) pay all premiums on bonds to release attach- Claims Extension Period shall apply to ments for any amount not in excess of the limit CLAIMS FIRST MADE AGAINST THE IN- of liability of this policy, all premiums on ap-

AE 02 22 06 93 Page 1 of 11  SURED during the twelve (12) months follow- damage for which liability is assumed under any ing immediately after the effective date of such incidental contract relating to such operations, cancellation or non-renewal, but only by reason but this subparagraph (2) does not include prop- of an occurrence subsequent to the Retroactive erty damage arising out of maintenance or re- Date and prior to the expiration or cancellation pairs at premises owned by or rented to the date. Named Insured or structural alterations at such (c) The Claims Extension Period in (b) above will premises which do not involve changing the size not go into effect unless the additional premium of or moving buildings or other structures. is paid when due. Once in effect the Claims Ex- Such aggregate limit shall apply separately to the property tension Period may not be cancelled and the pre- damage described in subparagraphs (1) and (2) above, and mium charged is fully earned. under subparagraphs (1) and (2), separately with respect to (d) The Claims Extension Period does not extend each project away from premises owned by or rented to the the policy or change the scope of coverage pro- Named Insured. vided. The Claims Extension Period does not For the purpose of determining the limit of the Company's reinstate or increase the Limit of Liability pro- liability, all damages arising out of continuous or repeated vided by this policy. exposure to substantially the same general conditions shall IV. LIMIT OF LIABILITY be considered as arising out of one occurrence. Regardless of the number of (1) Insureds under this policy, MULTIPLE INSUREDS, CLAIMS AND CLAIMANTS: (2) persons or organizations who sustain loss or damage, or The inclusion herein of more than one Insured or the mak- (3) claims made or suits brought because of professional li- ing of claims by more than one person or organization shall ability, bodily injury, personal injury or property damage, not operate to increase the Company's limit of liability. the Company's liability is limited as follows: Two or more claims arising out of a single occurrence, or a series of related occurrences, shall be treated as a single The total liability of the Company for I. COVER- claim. All such claims, whenever made, shall be consid- AGE - INSURING AGREEMENT or II. COVER- ered first made and reported to the Company during the AGE - DEFENSE, SETTLEMENT AND SUPPLE- policy period in which the earliest claim shall be reported MENTARY PAYMENTS or both combined shall to the Company and all such claims shall be subject to the not exceed the amount specified in Item III.(a) of the same limit of liability. Declarations as the result of any one occurrence. V. DEDUCTIBLE There is no limit to the number of occurrences during the policy period for which claims may be made, except that It is agreed that the Company's obligation to pay damages (1) the total liability of the Company arising out of either and expenses on behalf of the Insured applies only up to the the products hazard, the completed operations hazard or total amount of damages and expenses (I. and II. Cover- professional liability or any combination thereof, because ages) in excess of the deductible amount stated in the Dec- of all occurrences during each policy year shall not exceed larations. The deductible shall be subtracted from the total the amount specified in Item III.(b) of the Declarations as amount resulting from each claim, and the Company shall aggregate; (2) the total liability of the Company for all be liable only for the difference between such deductible damages because of all personal injury to which this cover- amount and the limit of liability otherwise applicable to age applies shall not exceed the amount stated in Item III. each claim. The Company may pay any part or all of the (b) of the Declarations as aggregate and (3) the total liabili- deductible amount to effect settlement of any claim or suit, ty of the Company for all damages because of all property and, upon notification of the action taken, the Named In- damage to which this coverage applies and described in any sured shall promptly reimburse the Company for such part of the numbered subparagraphs below shall not exceed the of the deductible amount as has been paid by the Company. limit of liability stated in Item III.(b) of the Declarations as In the event that the Insured shall not promptly reimburse aggregate: the Company for the deductible amount demanded, then (1) all property damage or expenses arising out of any cost incurred by the Company in collection of the de- premises or operations, including property dam- ductible amount shall be added to and applied in addition to age for which liability is assumed under any in- the applicable deductible amount without limitation to such cidental contract relating to such premises or costs. These costs shall include but not be limited to col- operations, but excluding property damage in- lection agency fees, attorney's fees and interest. cluded in subparagraph (2) below; VI. POLICY TERRITORY (2) all property damage or expenses arising out of (a) the United States of America, its territories or and occurring in the course of operations per- possessions, or Canada, or formed for the Named Insured by independent (b) international waters or air space, provided the contractors and general supervision thereof by professional liability, bodily injury, personal in- the Named Insured, including any such property

AE 02 22 06 93 Page 2 of 11  jury, or property damage does not occur in the property owned by, rented to, in charge of or oc- course of travel or transportation to or from any cupied by the Named Insured or the employer of other country, state or nation, or any person described in subparagraph (ii). (c) anywhere in the world with respect to damages This insurance does not apply to any liability arising out of because of professional liability, bodily injury, the conduct of any partnership or joint venture of which the personal injury, or property damage arising out Insured is a partner or member and which is not designated of a product which was sold for use or con- in this policy as a Named Insured. sumption within the territory described in para- Firm Changes: Any change among the partners of the graph (a) above, provided the original suit for Named Insured, even though it results in change in the such damages is brought within such territory; name or business style of the Named Insured shall not af- VII. PERSONS OR ENTITIES INSURED fect the liability hereunder, but such change shall be report- Each of the following is an Insured under this insurance to ed to the Company promptly. the extent set forth below: VIII. EXCLUSIONS ONLY WITH RESPECT TO I. (a) if the Named Insured is designated in the Decla- COVERAGE B, C, D AND II. COVERAGE rations as an individual, the person so designat- This policy does not apply: ed but only with respect to the conduct of a (a) to any claim made by or against any business business of which he is the sole proprietor, and enterprise not named in the Declarations: the spouse of the Named Insured with respect to the conduct of such a business, or any employee (1) which is wholly or partly owned by any In- while acting within the scope of his duties as sured; or such; (2) which wholly or partly owns any Insured; (b) if the Named Insured is designated in the Decla- or rations as a partnership or joint venture, the (3) which is a parent, subsidiary, affiliated or partnership or joint venture so designated and sister company of any Insured; or any partner or member thereof but only with re- (4) which controls, operates or manages any In- spect to his liability as such, or any employee sured; or while acting within the scope of his duties as such; (5) in which any Insured is a partner, employee, officer, director, sole proprietor, stock- (c) if the Named Insured is designated in the Decla- holder or trustee; or to any claim made rations as other than an individual, partnership against any Insured solely because an In- or joint venture, the organization so designated sured is a partner, employee, officer, direc- and any executive officer, director, stockholder tor, sole proprietor, stockholder or trustee or employee thereof while acting within the for any person or legal entity named in the scope of his duties as such; Declarations; (d) any person (other than an employee of the (b) to any claim for liability assumed by the Insured Named Insured) or organization while acting as under any contract or agreement except: real estate manager for the Named Insured; and (1) an incidental contract, or (e) with respect to the operation, for the purpose of locomotion upon a public highway, of mobile (2) written contracts requiring indemnification equipment registered under any motor vehicle of the indemnitee for all occurrences arising registration law, (i) an employee of the Named out of the indemnitor's operations, but this Insured while operating any such equipment in exception does not apply to: the course of his employment, and (ii) any other (aa) the liability of the indemnitee resulting person while operating with the permission of from his sole negligence; the Named Insured any such equipment regis- (bb) contracts requiring indemnification of a tered in the name of the Named Insured and any railroad; person or organization legally responsible for such operation, but only if there is no other valid (cc)(1) if the Insured is an architect, engi- and collectible insurance available, either on a neer or surveyor, to bodily injury or primary or excess basis, to such person or orga- property damage arising out of profes- nization; provided that no person or organiza- sional services performed by such In- tion shall be an Insured under this paragraph (e) sured, including (i) the opinions, re- with respect to: (1) bodily injury to any fellow ports, surveys, change orders, designs employee of such person injured in the course of or specifications, and (ii) supervisory, his employment, or (2) property damage to inspection or engineering services; (2)

AE 02 22 06 93 Page 3 of 11  if the indemnitee of the Insured is an use of any snowmobile or trailer designed for architect, engineer or surveyor, to the use therewith; liability of the indemnitee, his agents (e) to any claim for liability arising out of and in the or employees, arising out of (i) the course of the transportation of mobile equip- preparation or approval of maps, draw- ment by an automobile owned or operated by or ings, opinions, reports, surveys, change rented or loaned to any Insured; orders, designs or specifications, or (ii) the giving of or failure to give direc- (f) to any claim for liability arising out of the own- tions or instructions by the indemnitee, ership, maintenance, operation, use, loading or his agents or employees, provided such unloading of (1) any watercraft owned or oper- giving or failure to give is the primary ated by or rented or loaned to any Insured, or (2) cause of the bodily injury or property any other watercraft operated by any person in damage; the course of his employment by any Insured; but this exclusion does not apply to watercraft (dd) to any obligation for which the Insured while ashore on premises owned by, rented to or may be held liable in any action on a controlled by the Named Insured; contract by a third party beneficiary for bodily injury or property damage aris- (g) to any claim for liability arising out of the actu- ing out of a project for a public authori- al, alleged or threatened discharge, dispersal, re- ty; but this exclusion does not apply to lease or escape of pollutants: an action by the public authority or any (1) at or from premises owned, rented or occu- other person or organization engaged pied by the Named Insured; in the project; (2) at or from any site or location used by or (ee) to liability arising out of construction for the Named Insured or others for the maintenance or repair of watercraft or handling, storage, disposal, processing or the loading or unloading thereof; treatment of waste; (ff) to liability arising out of operations (3) which are at any time transported, handled, within fifty feet of any railroad proper- stored, treated, disposed of, or processed as ty or affecting any railroad bridge or waste by, or for, the Named Insured or any trestle, tracks, road beds, tunnel, under- person or organization for whom the pass or crossing; Named Insured may be legally responsible; (gg) to liability arising out of the completed or operations hazard or the products haz- (4) at or from any site or location on which the ard; Named Insured, or any contractor or sub- (hh) to liability arising out of (1) the explo- contractor working directly or indirectly on sion hazard, (2) the collapse hazard, or behalf of the Named Insured, is performing (3) the underground property hazard; operations: (c) to any claim for liability arising out of the own- (aa) if the pollutants are brought on, or to, ership, maintenance, operation, use, loading or the site or location in connection with unloading of (1) any automobile or aircraft such operations; or owned or operated by or rented or loaned to any (bb) if the operations are to test for, moni- Insured, or (2) any other automobile or aircraft tor, clean up, remove, contain, treat, operated by any person in the course of his em- detoxify or neutralize the pollutants; ployment by any Insured; but this exclusion (h) to any claim for loss, cost or expense arising out does not apply to the parking of an automobile of any governmental direction or request that on premises owned by, rented to or controlled the Named Insured test for, monitor, clean up, by the Named Insured or the ways immediately remove, contain, treat, detoxify or neutralize adjoining, if such automobile is not owned by or pollutants; rented or loaned to any Insured; (i) to any claim for liability due to war, whether or (d) to any claim for liability arising out of (1) the not declared, civil war, insurrection, rebellion or ownership, maintenance, operation, use, loading revolution or to any act or condition incident to or unloading of any mobile equipment while be- any of the foregoing, with respect to liability as- ing used in any prearranged or organized racing, sumed by the Insured under contract; speed or demolition contest or in any stunting activity or in practice or preparation for any (j) to any claim for liability for which the Insured such contest or activity or (2) the operation or or his indemnitee may be held liable if such lia-

AE 02 22 06 93 Page 4 of 11  bility is imposed, (1) by reason of the selling, failure of the Named Insured's products or work serving or giving of any alcoholic beverage to a performed by or on behalf of the Named Insured minor or to a person under the influence of alco- to meet the level of performance, quality, fitness hol or which causes or contributes to the intoxi- or durability warranted or represented by the cation of any person; (2) by, or because of the Named Insured; but this exclusion does not ap- violation of, any statute, ordinance or regulation ply to loss of use of other tangible property re- pertaining to the sale, gift, distribution or use of sulting from the sudden and accidental physical any alcoholic beverage, or (i) as a person or or- injury to or destruction of the Named Insured's ganization engaged in the business of manufac- products or work performed by or on behalf of turing, distributing, selling or serving alcoholic the Named Insured after such products or work beverages, or (ii) if not so engaged, as an owner have been put to use by any person or organiza- or lessor of premises used for such purposes; but tion other than an Insured; part (1) of this exclusion does not apply with re- (p) to any claim for property damage to the Named spect to liability of the Insured or his indemnitee Insured's products arising out of such products as an owner or lessor described in (ii) above; or any part of such products; (k) to any claim for obligation for which the Insured (q) to any claim for property damage to work per- or any carrier as his insurer may be held liable formed by or on behalf of the Named Insured under any workers' compensation, unemploy- arising out of the work or any portion thereof, or ment compensation or disability benefits law, or out of materials, parts or equipment furnished in under any similar law; connection therewith; (l) to any claim for injury to: (r) to any claim for damages for the withdrawal, in- (1) any employee of the Insured arising out of spection, repair, replacement, or loss of use of and in the course of employment by the In- the Named Insured's products or work complet- sured; or ed by or for the Named Insured or of any prop- (2) the spouse, child, parent, brother or sister of erty of which such products or work form a part, the employee as a consequence of (1) if such products, work or property are with- above; drawn from the market or from use because of any known or suspected defect or deficiency this exclusion applies: therein; (1) whether the Insured may be liable as an em- (s) to any claim for injury arising out of the willful ployer or in any other capacity; and violation of a penal statute or ordinance com- (2) to any obligation to share damages with or mitted by or with the knowledge or consent of repay someone else who must pay damages any Insured; because of the injury; (t) to any claim for injury sustained by any person (m) to any claim for property damage to (1) property as a result of an offense directly or indirectly re- owned or occupied by or rented to the Insured, lated to the employment of such person by the (2) property used by the Insured, or (3) property Named Insured; in the care, custody or control of the Insured or (u) to any claim for injury arising out of any publi- as to which the Insured is for any purpose, exer- cation or utterance described in part (2) of the cising physical control; but parts (2) and (3) of definition of Personal Injury, if the first injuri- this exclusion do not apply with respect to lia- ous publication or utterance of the same or simi- bility under a written sidetrack agreement and lar material by or on behalf of the Named In- part (3) of this exclusion does not apply with re- sured was made prior to the effective date of spect to property damage (other than to eleva- this insurance; tors) arising out of the use of an elevator at premises owned by, rented to or controlled by (v) to any claim for injury arising out of a publica- the Named Insured; tion or utterance described in part (2) of the definition of Personal Injury, concerning any orga- (n) to any claim for property damage to premises nization or business enterprise, or its products or alienated by the Named Insured arising out of services made by or at the direction of any In- such premises or any part thereof; sured with knowledge of the falsity thereof; (o) to any claim for loss of use of tangible property (w) to any claim for liability including but not limit- which has not been physically injured or de- ed to bodily injury, disease or sickness, includ- stroyed resulting from (1) a delay in or lack of ing death at any time resulting therefrom, men- performance by or on behalf of the Named In- tal anguish or property damage including loss of sured of any contract or agreement, or (2) the use, for past, present or future claims arising in

AE 02 22 06 93 Page 5 of 11  whole or in part, either directly or indirectly, out ployee of the Insured arising out of and in the of the manufacture, distribution, sale, resale, re- course of his employment by the Insured; or any branding, installation, repair, removal, encapsu- obligation for which the Insured or any carrier lation, abatement, replacement or handling of, as his Insurer may be liable, under any Workers' exposure to or testing for, asbestos or products Compensation, Unemployment Compensation, containing asbestos whether or not the asbestos Disability Benefits Law or under any similar is or was at any time airborne as a fiber or parti- law; cle, contained in a product, carried on clothing, (d) to any claim arising out of the advising or re- inhaled, transmitted in any fashion or found in quiring of, or failure to advise or require or fail- any form whatsoever. ure to maintain any form of insurance, surety- It is further agreed that this policy does not ap- ship or bond, either with respect to the Insured ply to any liability including expenses for: or any other person; (1) The costs of clean up or removal of as- (e) to any claim arising out of the ownership, rental, bestos of products and materials containing leasing, operation, maintenance, use or repair of asbestos; or any real or personal property, including property (2) The cost of such actions as may be neces- damage to property owned by, occupied by, sary to monitor, assess and evaluate the re- rented to or leased to the Insured; lease or threat of same, of asbestos or prod- (f) to any claim arising out of the ownership, main- ucts and material containing asbestos; tenance, operation or use, including loading and (3) The cost of disposal of asbestos substances unloading, by or on behalf of the Insured, or at or the taking of such other action as may be the direction of the Insured, of watercraft, auto- necessary to temporarily or permanently mobiles or aircraft; prevent, minimize or mitigate damage to (g) to any claim arising out of the failure to com- the public health or welfare or to the envi- plete drawings, specifications or schedules of ronment, which may otherwise result; specifications on time, or the failure to act upon (x) to any claim for liability due to the rendering of shop drawings on time, but this exclusion does or failure to render any professional service to not apply if such failures are the result of an act which insurance applies under I. Coverage A, or error or omission in the drawings, plans, Professional Liability. specifications, schedules or shop drawings; IX. EXCLUSIONS ONLY WITH RESPECT TO I. (h) to any claim arising out of, or contributed to by COVERAGE A AND II. COVERAGE the dishonest, fraudulent, criminal or malicious act or omission of any Insured, or arising out of This policy does not apply: willful violation of any penal statute or ordi- (a) to any claim made by or against any business nance; enterprise not named in the Declarations: (i) to any claim arising out of discrimination by the (1) which is wholly or partly owned by any In- Insured including but not limited to age, color, sured; or race, sex, creed, national origin, or marital sta- (2) which wholly or partly owns any Insured; tus; or (j) to any claim for liability assumed by the Insured (3) which is a parent, subsidiary, affiliated or under any contract or agreement, either oral or sister company of any Insured; or in writing, unless such liability would have at- (4) which controls, operates or manages any tached to the Insured even in the absence of Insured; or such contract or agreement; (5) in which any Insured is a partner, employ- (k) to any claim based upon an express or implied ee, officer, director, sole proprietor, stock- warranty or guarantee, or breach of contract in holder or trustee; or to any claim made respect of any agreement to perform work for a against any Insured solely because an In- specified fee; sured is a partner, employee, officer, direc- (l) to any claim based upon the insolvency or bank- tor, sole proprietor, stockholder or trustee ruptcy of any person, firm or organization; for any person or legal entity named in the (m) to any claim arising out of the Insured's opera- Declarations; tions as a structural engineer; (b) to any claim arising out of personal injury; (n) to any claim including but not limited to bodily (c) to any claim arising out of bodily injury, person- injury, personal injury, mental anguish or prop- al injury, sickness, disease or death to any em- erty damage, for past, present or future claims

AE 02 22 06 93 Page 6 of 11  arising in whole or in part, either directly or in- remove, contain, treat, detoxify or neutral- directly, out of the manufacture, distribution, ize pollutants. sale, resale, rebranding, installation, repair, re- X. DEFINITIONS moval, encapsulation, abatement, replacement or handling of, exposure to or testing for, as- When used in this policy (including endorsements forming bestos or products containing asbestos whether a part hereof): or not the asbestos is or was at any time airborne "automobile" means a land motor vehicle, trailer or semi- as a fiber or particle, contained in a product, car- trailer designed for travel on public roads (including any ried on clothing, inhaled, transmitted in any machinery or apparatus attached thereto), but does not in- fashion or found in any form whatsoever; or clude mobile equipment; (1) the costs of clean up or removal of asbestos "bodily injury" means bodily injury, sickness or disease or products and materials containing as- sustained by any person which occurs during the policy pe- bestos; or riod, including death at any time resulting therefrom; (2) the cost of such actions as may be neces- "claim" means either: sary to monitor, assess and evaluate the re- (a) a demand received by any Insured for money or lease or threat of same, of asbestos or prod- services; or ucts and materials containing asbestos; or (b) a notice received by an Insured alleging a (3) the cost of disposal of asbestos substances breach of duty by an Insured; or or the taking of such other action as may be necessary to temporarily or permanently (c) service of suit, or notice received of the initia- prevent, minimize or mitigate damage to tion of arbitration or other proceedings against the public health or welfare or to the envi- an Insured; ronment, which may otherwise result; or "completed operations hazard" includes bodily injury (4) the cost of compliance with any law or reg- and property damage arising out of operations or reliance ulation regarding asbestos; upon a representation or warranty made at any time with respect thereto, but only if the bodily injury or property dam- (o) to any claim including but not limited to bodily age occurs after such operations have been completed or injury, personal injury, mental anguish or prop- abandoned and occurs away from premises owned by or erty damage, for past, present or future claims rented to the Named Insured. "Operations" include mate- arising out of the presence, discharge, dispersal, rials, parts or equipment furnished in connection therewith. release or escape of smoke, vapors, soot, fumes, Operations shall be deemed completed at the earliest of the acids, alkalis, toxic chemicals, liquids or gases, following times: oil or other petroleum substances or derivatives, waste materials or other irritants, contaminants, (1) when all operations to be performed by or on pollutants or any substances which are or may behalf of the Named Insured under the contract be injurious to public health or the environment have been completed, (herein called "hazardous substances") into or (2) when all operations to be performed by or on upon land, the atmosphere or any water course behalf of the Named Insured at the site of the or body of water; or operations have been completed, or (1) the costs of clean up or removal of haz- (3) when the portion of the work out of which the ardous substances; or injury or damage arises has been put to its intended use by any person or organization other (2) the cost of such actions as may be neces- than another contractor or subcontractor en- sary to monitor, assess and evaluate the gaged in performing operations for a principal presence, discharge, dispersal, escape, re- as a part of the same project. lease, or threat of same, of hazardous substances; or Operations which may require further service or maintenance work, or correction, repair or replacement because of (3) the cost of disposal of hazardous substances any defect or deficiency, but which are otherwise complete, or the taking of such other action as may be shall be deemed completed. necessary to temporarily or permanently prevent, minimize, or mitigate damage to The completed operations hazard does not include bodily the public health or welfare or to the envi- injury or property damage arising out of: ronment, which may otherwise result; or (a) operations in connection with the transportation (4) any loss, cost or expense arising out of any of property, unless the bodily injury or property governmental direction or request that the damage arises out of a condition in or on a vehi- Named Insured test for, monitor, clean up, cle created by the loading or unloading thereof,

AE 02 22 06 93 Page 7 of 11  (b) the existence of tools, uninstalled equipment or Insured or by others trading under his name, including any abandoned or unused materials, or container thereof (other than a vehicle), but "Named In- (c) operations for which the classification stated in sured's products" shall not include a vending machine or the policy or in the Company's manual specifies any property other than such container, rented to or located "including completed operations"; for use of others but not sold; "contractual liability" means liability expressly assumed As respects I. Coverage A, "occurrence" means any dam- under a written contract or agreement; provided, however, ages sustained during the policy term, by any person or or- that contractual liability shall not be construed as including ganization and arising out of professional liability as de- liability under a warranty of the fitness or quality of the fined herein. As respects I. Coverages B and D, "occur- Named Insured's products or a warranty that work per- rence" means an accident, including continuous or repeat- formed by or on behalf of the Named Insured will be done ed exposure to conditions, which results in bodily injury or in a workmanlike manner; property damage, neither expected nor intended from the standpoint of the Insured. As respects I. Coverage C, "oc- "damages" means a monetary judgement, award or settle- currence" means any injury or damage sustained during ment and does not include: the policy term, by any person or organization and arising (a) punitive or exemplary damages or any damages out of personal injury as defined herein; which are a multiple of compensatory damages, "personal injury" means (1) false arrest, detention or im- or penalties; prisonment, or malicious prosecution or, (2) the publication (b) the restitution of compensation and expenses or utterance of a libel or slander or of other defamatory or paid to the Insured for services or goods; disparaging material, or a publication or utterance in viola- (c) judgements or awards arising from acts deemed tion of an individual's right of privacy; except publications uninsurable by law; or utterances in the course of or related to advertising, broadcasting or telecasting activities conducted by or on "incidental contract" means any written (1) lease of behalf of the Named Insured or; (3) wrongful entry or evic- premises, (2) easement agreement, except in connection tion, or other invasion of the right of private occupancy; with construction or demolition operations on or adjacent to a railroad, (3) undertaking to indemnify a municipality re- "pollutants" means any solid, liquid, gaseous or thermal quired by municipal ordinance, except in connection with irritant or contaminant, including smoke, vapor, soot, work for the municipality, (4) sidetrack agreement, or (5) fumes, acids, alkalis, chemicals and waste; waste includes elevator maintenance agreement; materials to be recycled, reconditioned or reclaimed; "Insured" means any person or organization qualifying as "products hazard" includes bodily injury and property an Insured in the "Persons or Entities Insured" provision damage arising out of the Named Insured's products or re- of the applicable insurance coverage. The insurance af- liance upon a representation or warranty made at any time forded applies separately to each Insured against whom with respect thereto, but only if the bodily injury or proper- claim is made or suit is brought, except with respect to the ty damage occurs away from premises owned by or rented limits of "the Company's" liability; to the Named Insured and after physical possession of such products has been relinquished to others; "mobile equipment" means a land vehicle (including any machinery or apparatus attached thereto), whether or not "property damage" means (1) physical injury to or de- self-propelled, (1) not subject to motor vehicle registration, struction of tangible property which occurs during the poli- or (2) maintained for use exclusively on premises owned by cy period, including the loss of use thereof at any time re- or rented to the Named Insured, including the ways imme- sulting therefrom, or (2) loss of use of tangible property diately adjoining, or (3) designed for use principally off which has not been physically injured or destroyed provid- public roads, or (4) designed or maintained for the sole pur- ed such loss of use is caused by an occurrence during the pose of affording mobility to equipment of the following policy period; types forming an integral part of or permanently attached to "professional liability" means damages by reason of any such vehicle: power cranes, shovels, loaders, diggers and negligent act or error or omission due to professional ser- drills; concrete mixers (other than the mix-in-transit type); vices rendered or which should have been rendered by an graders, scrapers, rollers and other road construction or re- Insured or by any other person for whose acts the Named pair equipment; air-compressors, pumps and generators, in- Insured is legally liable, arising out of the conduct of the cluding spraying, welding and building cleaning equip- Named Insured's business as described in Item I. on the ment; and geophysical exploration and well servicing Declarations. equipment; XI. CONDITIONS "Named Insured" means the person or organization 1. Premium named in the Declarations of this policy; All premiums for this policy shall be computed "Named Insured's products" means goods or products in accordance with the Company's rules, rates, manufactured, sold, handled or distributed by the Named

AE 02 22 06 93 Page 8 of 11  rating plans, premiums and minimum premiums The Insured agrees to reimburse the Company applicable to the Insurance afforded herein. for any payment made by the Company which it Premium designated in this policy as "advance would not have been obligated to make under premium" is a deposit premium only which shall the terms of this policy except for the agreement be credited to the amount of the earned premium contained in this paragraph. due at the end of the policy period. At the close 4. Insured's Duties in the Event of Occurrence, of each period (or part thereof terminating with Claim or Suit the end of the policy period) designated in the (a) In the event of an occurrence, written notice policy as the audit period, the earned premium containing particulars sufficient to identify shall be computed for such period and, upon no- the Insured and also reasonably obtainable tice thereof to the Named Insured, shall become information with respect to the time, place due and payable. Should it become necessary to and circumstances thereof, and the names institute collection activities, including litiga- and addresses of the injured and of avail- tion, in order to collect the additional earned able witnesses, shall be given by or for the premium, then the insured shall be responsible Insured to the Company's authorized repre- for 100% of the expense, fees and costs incurred sentative as soon as practicable. by the Company in that regard plus any collectible interest. If the total computed earned (b) If claim is made or suit is brought against premium for the policy period is less than the the Insured, the Insured shall immediately premium previously paid, then the Company forward to the Company's authorized repre- shall receive and retain no less than the mini- sentative every demand, notice, summons mum annual premium(s) listed in the Declara- or other process received by him or his rep- tions attached hereto. resentative. The Named Insured shall maintain records of (c) The Insured shall cooperate with the Com- such information as is necessary for premium pany and, upon the Company's request, as- computation, and shall send copies of such sist in making settlements, in the conduct of records to the Company at the end of the policy suits and in enforcing any right of contribu- period and at such times during the policy peri- tion or indemnity against any person or or- od as the Company may direct. ganization who may be liable to the Insured because of injury or damage with respect to 2. Inspection and Audit which insurance is afforded under this poli- The Company shall be permitted but not obli- cy; and the Insured shall attend hearings gated to inspect the Named Insured's property and trials and assist in securing and giving and operations at any time. Neither the Compa- evidence and obtaining the attendance of ny's right to make inspections nor the making witnesses. The Insured shall not, except at thereof nor any report thereon shall constitute an his own cost, voluntarily make any pay- undertaking, on behalf of, or for the benefit of ment, assume any obligation or incur any the Named Insured or others, to determine or expense other than for first aid to others at warrant that such property or operations are safe the time of accident. or healthful, or are in compliance with any law, 5. Action Against the Company rule or regulation. No action shall lie against the Company unless, The Company may examine and audit the as a condition precedent thereto, the Insured Named Insured's books and records at any time shall have fully complied with all the terms of during the policy period and extensions thereof this policy, nor until the amount of the Insured's and within three years after the final termination obligation to pay shall have been finally deter- of this policy, as far as they relate to the subject mined either by judgement against the Insured matter of this insurance. after actual trial or by written agreement of the 3. Financial Responsibility Laws Insured, the claimant and the Company. The In- When this policy is certified as proof of finan- sured shall make a definite claim for any loss in cial responsibility for the future under the provi- which the Company may be liable within a rea- sions of any motor vehicle financial responsibil- sonable time after such final determination. If ity law, such insurance as is afforded by this any subsequent payments are made by the In- policy for bodily injury liability or for property sured on account of the same occurrence, the In- damage liability shall comply with the provi- sured shall make additional claims from time to sions of such law to the extent of the coverage time and these claims shall be payable within and limits of liability by such law. thirty (30) days after proof in conformity with

AE 02 22 06 93 Page 9 of 11  this policy. Any person or organization or the (a) professional services rendered, or which legal representative thereof who has secured should have been rendered, prior to the ef- such judgement or written agreement shall fective date hereof for which other insur- thereafter be entitled to recover under this poli- ance exists to provide the Insured any cov- cy to the extent of the insurance afforded by this erage for claims or liabilities resulting policy. Nothing contained in this policy shall therefrom; or give any person or organization any right to join (b) claims or suits, arising within twelve (12) the Company as a co-defendant in any action months from the date of cancellation by the against the Insured to determine the Insured's li- Company, arising from professional ser- ability. Bankruptcy or insolvency of the Insured vices rendered, or which should have been shall not relieve the Company of any of its obli- rendered during the policy period prior to gations hereunder. the date of cancellation, when there is other 6. Other Insurance available insurance for such claim or suit. The insurance afforded by this policy is primary If collectible insurance under any other policy insurance, except when stated to apply in excess or policies with this Company issued to this In- of or contingent upon the absence of other insur- sured is available for any one occurrence or ance. When this insurance is primary and the claim, the Company's total liability shall in no Insured has other insurance which is stated to be event exceed the greater limit of liability appli- applicable to the loss on an excess or contingent cable to such claim under this or any other such basis, the amount of the policy or policies. Company's liability under this policy shall not 7. Subrogation be reduced by the existence of such other insur- In the event of any payment under this policy, ance. the Company shall be subrogated to all the In- When both this insurance and other insurance sured's rights of recovery therefor against any apply to the loss on the same basis, whether pri- person or organization and the Insured shall ex- mary, excess or contingent, the Company shall ecute and deliver instruments and papers and do not be liable under this policy for a greater pro- whatever else is necessary to secure such rights. portion of the loss than that stated in the appli- The Insured shall do nothing after loss to preju- cable contribution provision below: dice such rights. (a) Contribution by Equal Shares. If all of such 8. Changes other valid and collectible insurance pro- Notice to, or knowledge possessed by, any rep- vides for contribution by equal shares, the resentative of the Company or by any other per- Company shall not be liable for a greater son shall not effect a waiver or a change in any proportion of such loss than would be part of this policy or stop the Company from as- payable if each insurer contributes an equal serting any right under the terms of this policy; share until the share of each insurer equals nor shall the terms of this policy be waived or the lowest applicable limit of liability under changed, except by endorsement issued to form any one policy or the full amount of the loss a part of this policy. is paid, and with respect to any amount of loss not so paid the remaining insurers then 9. Assignment continue to contribute equal shares of the Assignment of interest under this policy shall remaining amount of the loss until each not bind the Company until its consent is en- such insurer has paid its limit in full or the dorsed hereon; if, however, the Named Insured full amount of the loss is paid. shall die, such insurance as is afforded by this (b) Contribution by Limits. If any of such oth- policy shall apply (1) to the Named Insured's le- er insurance does not provide for contribu- gal representative, as the Named Insured, but tion by equal shares, the Company shall not only while acting within the scope of his duties be liable for a greater proportion of such as such, and (2) with respect to the property of loss than the applicable limit of liability un- the Named Insured, to the person having proper der this policy for such loss bears to the to- temporary custody thereof, as Insured, but only tal applicable limit of liability of all valid until the appointment and qualification of the le- and collectible insurance against such loss. gal representative. This policy shall not apply to and shall be null 10. Multi-Year Policy and void as to: If this policy is issued for a period of two or more years, any limit of the Company's liability

AE 02 22 06 93 Page 10 of 11  stated in this policy as "aggregate" shall apply If the Named Insured cancels, earned premium separately to each consecutive annual period shall be computed in accordance with the cus- thereof. tomary short rate table and procedure. If the 11. Cancellation Company cancels, earned premium shall be This policy may be cancelled by the Named In- computed pro rata. sured by surrender thereof to the Company's au- When this policy insures more than one Named thorized representative or by mailing to the Insured cancellation may be effected by the first Company or any of its authorized representa- named of such Named Insureds for the account tives written notice stating when thereafter the of all Named Insureds. Notice of cancellation cancellation shall be effective. This policy may by the Company to the first Named Insured shall be cancelled by the Company by mailing to the be deemed notice to all Named Insureds and Named Insured, at the address shown in this payment of any unearned premium to such first policy, written notice stating when, not less than Named Insureds shall be for the account of all thirty (30) days thereafter, such cancellation Named Insureds. shall be effective. However, in the event of can- Premium adjustment may be made either at the cellation for non-payment of premium, this poli- time cancellation is effected or as soon as practi- cy may be cancelled by the Company after ten cable after cancellation becomes effective, but (10) days written notice has been sent. The payment or tender of unearned premium is not a mailing of notice as aforesaid shall be sufficient condition of cancellation. proof of notice. The time of surrender or the effective date and hour of cancellation stated in 12. Terms of Policy Conformed to Statue: The the notice shall become the end of the policy pe- terms of this policy which are in conflict with riod. Delivery of such written notice either by the statutes of the state wherein this contract is the Named Insured or by the Company shall be issued are hereby amended to conform to such equivalent to mailing. statutes. 13. Application: By acceptance of this policy, the Named Insured agrees that the statements in the application are his representations, that this policy is issued in reliance upon the truth of such representations and that this policy embodies all agreements existing between himself and the Company, or any of its Agents, relating to this insurance. This policy shall not be binding upon the Company unless completed by a signed Application and a Declarations Page, countersigned on the aforesaid Declarations Page by a duly authorized representative of the Company.

AE 02 22 06 93 Page 11 of 11 