Certificate of insurance — Redondo Beach City Council, April 19, 2022

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A : NAIC #
NAME: CONTACT
(A/C, No): FAX
E-MAIL ADDRESS:

PRODUCER
(A/C, No, Ext): PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A

SUBR WVDADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person) COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY

Y / N WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $
$
OCCUR
CLAIMS-MADE DED RETENTION $
PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $
EACH OCCURRENCE $ DAMAGE TO RENTED
PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
1/21/2022
Adamson & McGoldrick Insurance Solutions
1150 E. Orangethorpe Ave., Suite 100
Placentia, CA 92870 714-257-9644 714-257-9833
www.adamsonmcgoldrick.com
Brian McGoldrick
Account Managers
[email protected]
Morrow-Meadows Corporation
231 Benton Court
City of Industry CA 91789
66369696
✓ ✓
✓
✓
Toro Enterprises, its officers, directors and employees, Owner, and any other parties as required by Toro Enterprises, the Owner and/or required by written contract per endorsements attached.

MMC Job #2222503 - Toro #11685UPA-Alta Vista Sewer Pump Station Toro Enterprsises, Inc.

PO Box 6285
Oxnard CA 93031
RE: MMC Job #2222503 - Alta Vista Sewer Pump Station Project; Job #50300 Toro Job #11685UPA necessitated by construction activities are included as Additional Insured, coverage is primary & non-contributory, waiver of subrogation applies, as *10 days notice of cancellation for non-payment of premium. 1,000,000
300,000
10,000
1,000,000
2,000,000
2,000,000
1,000,000
5,000,000
5,000,000
1,000,000
1,000,000
1,000,000
A VTCT2J-CO-9322B094-TIL-21 7/1/2021 7/1/2022

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66369696 | MORRO-1 | 21-22 GL AU WC UMB $5M PROF+POLL *Master Template* | Marisella Rivera | 1/21/2022 11:46:26 AM (PST) | Page 5 of 50

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UMBRELLA
Insurance because of its different policy
period will not reduce or exhaust the
applicable limit of insurance stated for
such "underlying insurance";
(2) Payments of "medical expenses" that
are covered by that "underlying
insurance" and are incurred for "bodily
injury" caused by an accident that takes
place during the policy period of this
Excess Follow-Form And Umbrella
Liability Insurance; or
(3) Payments of defense expenses that
are covered by that "underlying
insurance", only if such "underlying
insurance" includes such payments
within the limits of insurance. However,
if such "underlying insurance" has a
policy period which differs from the
policy period of this Excess FollowForm And Umbrella Liability Insurance, any such payments for defense
expenses that would not be covered by
this Excess Follow-Form And Umbrella
Liability Insurance because of its
different policy period will not reduce or
exhaust the applicable limit of
insurance stated for such "underlying
insurance".

If the applicable limit of insurance stated for
the policies of "underlying insurance" in the
Schedule Of Underlying Insurance is
actually reduced or exhausted by other
payments, Coverage A of this insurance is
not invalidated. However, in the event of a
loss, we will pay only to the extent that we
would have paid had such limit not been
actually reduced or exhausted by such
other payments.
b. If any "underlying insurance" has a limit of
insurance greater than the amount shown
for that insurance in the Schedule of
Underlying Insurance, this insurance will
apply in excess of that greater amount. If
any "underlying insurance" has a limit of
insurance, prior to any reduction or
exhaustion by payment of damages,
"medical expenses" or defense expenses
described in Paragraph a. above, that is
less than the amount shown for that
insurance in the Schedule Of Underlying
Insurance, this insurance will apply in
excess of the amount shown for such
insurance in the Schedule Of Underlying
Insurance.

5. When the "underlying insurance" applies on a
claims-made basis and includes a retroactive
date prov1s1on, the retroactive date for
Coverage A of this insurance is the same as
the retroactive date of that "underlying
insurance".

B. COVERAGE B - UMBRELLA LIABILITY

1. We will pay on behalf of the insured those
sums in excess of the "self-insured retention"
that the insured becomes legally obligated to
pay as damages because of "bodily injury",
"property damage", "personal injury" or
"advertising injury" to which Coverage B of
this insurance applies.

2. Coverage B of this insurance applies to
"bodily injury" or "property damage" only if:
a. The "bodily injury" or "property damage" is
caused by an "occurrence" that takes
place anywhere in the world;
b. The "bodily injury" or "property damage"
occurs during the policy period; and
c. Prior to the policy period, no insured listed
under Paragraph 1. in Paragraph B.,

COVERAGE B UMBRELLA
LIABILITY, of SECTION II - WHO IS AN
INSURED and no "employee" authorized
by you to give or receive notice of an
"occurrence" or claim, knew that the
"bodily injury" or "property damage" had
occurred, in whole or in part. If such a
listed insured or authorized "employee"
knew, prior to the policy period, that the
"bodily injury" or "property damage"
occurred, in whole or in part, then any
continuation, change or resumption of
such "bodily injury" or "property damage"
during or after the policy period will be
deemed to have been known prior to the
policy period.

3. Coverage B of this insurance applies to
"personal injury" or "advertising injury" caused
by an offense arising out of your business, but
only if the offense was committed during the
policy period anywhere in the world.

4. The amount we will pay for damages is limited
as described in SECTION Ill - LIMITS OF
INSURANCE.

5. "Bodily injury" or "property damage":
a. Which occurs during the policy period; and
b. Which was not prior to, but was during, the
policy period known to have occurred by
any insured listed under Paragraph 1. in
Paragraph B., COVERAGE B
UMBRELLA LIABILITY of SECTION II -
WHO IS AN INSURED, or any "employee"
authorized by you to give notice of an
"occurrence" or claim;

Page 2 of 22 ends

66369696 | MORRO-1 | 21-22 GL AU WC UMB $5M PROF+POLL *Master Template* | Marisella Rivera | 1/21/2022 11:46:26 AM (PST) | Page 29 of 50 includes any continuation, change or
resumption of the "bodily injury" or "property
damage" after the end of the policy period.

6. "Bodily injury" or "property damage" will be
deemed to have been known to have occurred
at the earliest time when any insured listed
under Paragraph 1. in Paragraph B.,
COVERAGE B - UMBRELLA LIABILITY, of
SECTION II - WHO IS AN INSURED or any
"employee" authorized by you to give or receive
notice of an "occurrence" or claim:
a. Reports all, or any part, of the "bodily injury"
or "property damage" to us or any other
insurer;
b. Receives a written or verbal demand or
claim for damages because of the "bodily
injury" or "property damage"; or
c. Becomes aware by any other means that
the "bodily injury" or "property damage" has
occurred or has begun to occur.

7. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or death
resulting at any time from the "bodily injury".

8. Coverage B of this insurance does not apply to
damages covered by any "underlying
insurance" or that would have been covered by
any "underlying insurance" but for the
exhaustion of its applicable limit of insurance.

C. COVERAGE C - CRISIS MANAGEMENT

SERVICE EXPENSES

1. We will reimburse the insured, or pay on the
insured's behalf, "crisis management service
expenses" to which Coverage C applies.

2. Coverage C of this insurance applies to "crisis
management service expenses" that:
a. Arise out of a "crisis management event"
that first commences during the policy
period;
b. Are incurred by the insured, after a "crisis
management event" first commences and
before such event ends; and
c. Are submitted to us within 180 days after
the "crisis management advisor" advises
you that the "crisis management event" no
longer exists.

3. A "crisis management event" will be deemed to:
a. First commence at the time when any
"executive officer" first becomes aware of
an "event" or "occurrence" that leads to that
"crisis management event"; and
b. End when we decide that the crisis no
longer exists or when the Crisis

UMBRELLA
Management Service Expenses Limit has
been exhausted, whichever occurs first.

4. The amount we will pay for "crisis
management service expenses" is limited as
described in SECTION Ill - LIMITS OF
INSURANCE.

5. A "self-insured retention" does not apply to
"crisis management service expenses".

6. Any payment of "crisis management service
expenses" that we make will not be
determinative of our obligations under this
insurance with respect to any claim or "suit" or
create any duty to defend or indemnify any
insured for any claim or "suit".

D. DEFENSE AND SUPPLEMENTARY PAYMENTS

1. We will have the right and duty to defend the
insured:
a. Under Coverage A, against a "suit"
seeking damages to which such coverage
applies, if:
(1) The "applicable underlying limit" is the
applicable limit of insurance stated for
a policy of "underlying insurance" in
the Schedule Of Underlying
Insurance and such limit has been
exhausted solely due to payments as
permitted in Paragraphs 4.a.(1), (2)
and (3) of COVERAGE A - EXCESS
FOLLOW-FORM LIABILITY of
SECTION I - COVERAGES; or
(2) The "applicable underlying limit" is the
applicable limit of any "other
insurance" and such limit has been
exhausted by payments of judgments,
settlements or medical expenses, or
related costs or expenses (if such
costs or expenses reduce such
limits).

For any "suit" for which we have the right
and duty to defend the insured under
Coverage A, defense expenses will be
within the limits of insurance of this policy
when such expenses are within the limits
of insurance of the applicable "underlying
insurance"; or
b. Under Coverage B, against a "suit"
seeking damages to which such coverage
applies.

2. We have no duty to defend any insured
against any "suit":
a. Seeking damages to which this insurance
does not apply; or
b. If any other insurer has a duty to defend.

UMBRELLA

3. When we have the duty to defend, we may, at
our discretion, investigate and settle any claim
or "suit". In all other cases, we may, at our
discretion, participate in the investigation,
defense and settlement of any claim or "suit" for
damages to which this insurance may apply. If
we exercise such right to participate, all
expenses we incur in doing so will not reduce
the applicable limits of insurance.

4. Our duty to defend ends when we have used up
the applicable limit of insurance in the payment
of judgments or settlements, or defense
expenses if such expenses are within the limits
of insurance of this policy.

5. We will pay, with respect to a claim we
investigate or settle, or "suit" against an insured
we defend:
a. All expenses we incur.
b. The cost of:
(1) Bail bonds required because of
accidents or traffic law violations arising
out of the use of any vehicle to which
this insurance applies; or
(2) Appeal bonds and bonds to release
attachments;
but only for bond amounts within the
applicable limit of insurance. We do not
have to furnish these bonds.
c. All reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of such claim or
"suit", including actual loss of earnings up
to $1,000 a day because of time off from
work.
d. All court costs taxed against the insured in
the "suit". However, these payments do not
include attorneys' fees or attorneys'
expenses taxed against the insured.
e. Prejudgment interest awarded against the
insured on that part of the judgment we
pay. If we make an offer to pay the
applicable limit of insurance, we will not pay
any prejudgment interest based on that
period of time after the offer.
f. All interest that accrues on the full amount
of any judgment after entry of the judgment
and before we have paid, offered to pay or
deposited in court the part of the judgment
that is within the applicable limit of
insurance. If we do not pay part of the
judgment for any reason other than it is
more than the applicable limit of insurance,
we will not pay any interest that accrues on
that portion of the judgment.

With respect to a claim we investigate or
settle, or "suit" against an insured we defend
under COVERAGE A - EXCESS FOLLOWFORM LIABILITY, these payments will not reduce the applicable limits of insurance, but
only if the applicable "underlying insurance"
provides for such payments in addition to its
limits of insurance. With respect to a claim we
investigate or settle, or "suit" against an
insured we defend under COVERAGE B -
UMBRELLA LIABILITY, these payments will
not reduce the applicable limits of insurance.

SECTION II - WHO IS AN INSURED
A. COVERAGE A - EXCESS FOLLOW-FORM

LIABILITY
With respect to Coverage A, the following persons
and organizations qualify as insureds:

1. The Named Insured shown in the
Declarations; and

2. Any other person or organization qualifying as
an insured in the "underlying insurance". If
you have agreed to provide insurance for that
person or organization in a written contract or
agreement:
a. The limits of insurance afforded to such
person or organization will be:
(1) The amount by which the minimum
limits of insurance you agreed to
provide such person or organization
in that written contract or agreement
exceed the total limits of insurance of
all applicable "underlying insurance";
or
(2) The limits of insurance of this policy;
whichever is less; and
b. Coverage under this policy does not apply
to such person or organization if the
minimum limits of insurance you agreed
to provide such person or organization in
that written contract or agreement are
wholly within the total limits of insurance
of all available applicable "underlying
insurance".

B. COVERAGE B - UMBRELLA LIABILITY
With respect to Coverage B:

1. The Named Insured shown in the
Declarations is an insured.

2. If you are:
a. An individual, your spouse is also an
insured, but only with respect to the
conduct of a business of which you are
the sole owner.

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66369696 | MORRO-1 | 21-22 GL AU WC UMB $5M PROF+POLL *Master Template* | Marisella Rivera | 1/21/2022 11:46:26 AM (PST) | Page 31 of 50 b. A partnership or joint venture, your
members, your partners and their spouses
are also insureds, but only with respect to
the conduct of your business.
c. A limited liability company, your members
are also insureds, but only with respect to
the conduct of your business. Your
managers are also insureds, but only with
respect to their duties as your managers.
d. An organization other than a partnership,
joint venture or limited liability company,
your "officers" and directors are also
insureds, but only with respect to their
duties as your "officers" or directors. Your
stockholders are also insureds, but only
with respect to their liability as
stockholders.
e. A trust, your trustees are also insureds, but
only with respect to their duties as trustees.

3. Each of the following is also an insured:
a. Your "volunteer workers" only while
performing duties related to the conduct of
your business, or your "employees", other
than either your "officers" (if you are an
organization other than a partnership, joint
venture or limited liability company) or your
managers (if you are a limited liability
company), but only for acts within the
scope of their employment by you or while
performing duties related to the conduct of
your business. However, none of these
"employees" or "volunteer workers" are
insureds for:
(1) "Bodily injury" or "personal injury":
(a) To you, to your partners or
members (if you are a partnership
or joint venture), to your members
(if you are a limited liability
company), to a co-"employee"
while in the course of his or her
employment or performing duties
related to the conduct of your
business, or to your other
"volunteer workers" while
performing duties related to the
conduct of your business;
(b) To the spouse, child, parent,
brother or sister of that co-
"employee" or "volunteer worker"
as a consequence of Paragraph
(1 )(a) above;
(c) For which there is any obligation to
share damages with or repay
someone else who must pay

UMBRELLA
damages because of the injury
described in Paragraph (1 )(a) or
(b) above; or
(d) Arising out of his or her providing
or failing to provide professional
health care services.

Unless you are in the business or
occupation of providing professional
health care services, Paragraphs
(1)(a), (b), (c) and (d) above do not
apply to "bodily injury" arising out of
providing or failing to provide first aid
or "Good Samaritan services" by any
of your "employees" or "volunteer
workers" other than an employed or
volunteer doctor. Any such
"employees" or "volunteer workers"
providing or failing to provide first aid
or "Good Samaritan services" during
their work hours for you will be
deemed to be acting within the scope
of their employment by you or
performing duties related to the
conduct of your business.
(2) "Property damage" to property:
(a) Owned, occupied or used by; or
(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by;
you, any of your "employees" or
"volunteer workers", any of your
partners or members (if you are a
partnership or joint venture), or any of
your members (if you are a limited
liability company).
b. Any person (other than your "employee"
or "volunteer worker"), or any
organization, while acting as your real
estate manager.
c. Any person or organization having proper
temporary custody of your property if you
die, but only:
(1) With respect to liability arising out of
the maintenance or use of that
property; and
(2) Until your legal representative has
been appointed.
d. Your legal representative if you die, but
only with respect to duties as such. That
representative will have all your rights and
duties under this insurance.

4. Any organization, other than a partnership,
joint venture or limited liability company, of
which you are the sole owner, or in which you
EU 00 01 0716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 5 of 22 66369696 | MORRO-1 | 21-22 GL AU WC UMB $5M PROF+POLL *Master Template* | Marisella Rivera | 1/21/2022 11:46:26 AM (PST) | Page 32 of 50

UMBRELLA
maintain an ownership interest of more than
50%, on the first day of the policy period is an
insured and will qualify as a Named Insured. No
such organization is an insured or will qualify as
a Named Insured for "bodily injury" or "property
damage" that occurred, or "personal injury" or
"advertising injury" caused by an offense
committed after the date, if any, during the
policy period, that you no longer maintain an
ownership interest of more than 50% in such
organization.

5. Any organization you newly acquire or form,
other than a partnership, joint venture or limited
liability company, and of which you are the sole
owner, or in which you maintain an ownership
interest of more than 50%, is an insured and
will qualify as a Named Insured if there is no
other similar insurance available to that
organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire or
form the organization or the end of the
policy period, whichever is earlier; and
b. Coverage for such organization does not
apply to:
(1) "Bodily injury" or "property damage"
that occurred; or
(2) "Personal injury" or "advertising injury"
arising out of an offense committed;
before you acquired or formed the
organization.

No person or organization is an insured or will
qualify as a Named Insured with respect to the
conduct of any current or past partnership, joint
venture or limited liability company that is not shown
as a Named Insured in the Declarations. This
paragraph does not apply to any such partnership,
joint venture or limited liability company that
otherwise qualifies as an insured under Paragraph
B. of SECTION II - WHO IS AN INSURED.

C. COVERAGE C - CRISIS MANAGEMENT

SERVICE EXPENSES
With respect to Coverage C, the following persons
and organizations are insureds and will qualify as
Named Insureds:

1. The Named Insured shown in the Declarations.

2. Any organization, other than a partnership, joint
venture or limited liability company, of which
you are the sole owner, or in which you
maintain an ownership interest of more than
50%, on the first day of the policy period. No
such organization is an insured or will qualify as
a Named Insured for "crisis management
service expenses" arising out of a "crisis
management event" that first commences after
the date, if any, during the policy period, that
you no longer maintain an ownership interest
of more than 50% in such organization.

3. Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and of which you are
the sole owner, or in which you maintain an
ownership interest of more than 50%, if there
is no other similar insurance available to that
organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier; and
b. Coverage for such organization does not
apply to "crisis management service
expenses" arising out of a "crisis
management event" that occurred before
you acquired or formed the organization,
even if an "executive officer" only first
becomes aware of an "event" or
"occurrence" that leads to such "crisis
management event" after the date you
acquired or formed the organization.

SECTION Ill - LIMITS OF INSURANCE
A. The Limits of Insurance shown in the Declarations
and the rules below fix the most we will pay for the
amounts described below to which this insurance
applies regardless of the number of:

1. Insureds;

2. Claims made or "suits" brought;

3. Number of vehicles involved;

4. Persons or organizations making claims or
bringing "suits"; or

5. Coverages provided under this insurance.

As indicated in Paragraph D.1. of SECTION I -
COVERAGES, for any "suit" for which we have
the right and duty to defend the insured under
Coverage A, defense expenses will be within the
limits of insurance of this policy when such
expenses are within the limits of insurance of the
applicable "underlying insurance".

B. The General Aggregate Limit is the most we will
pay for the sum of all:

1. Damages; and

2. Defense expenses if such expenses are
within the limits of insurance of this policy;
except:

Page 6 of 22 ends

1. Damages and defense expenses because of
"bodily injury" or "property damage" included in
the "auto hazard";

2. Damages and defense expenses because of
"bodily injury" or "property damage" included in
the "products-completed operations hazard"; or

3. Damages and defense expenses for which
insurance is provided under any Aircraft Liability
coverage included as "underlying insurance" to
which no aggregate limit applies.

C. The Products-Completed Operations Aggregate
Limit is the most we will pay for the sum of all:

1. Damages; and

2. Defense expenses if such expenses are within
the limits of insurance of this policy;
because of "bodily injury" or "property damage"
included in the "products-completed operations
hazard".

D. Subject to Paragraph B. or C. above, whichever
applies, the Occurrence Limit is the most we will
pay for the sum of all:

1. Damages, and defense expenses if such
expenses are within the limits of insurance of
this policy, under Coverage A arising out of any
one "event" to which the "underlying insurance"
applies a limit of insurance that is separate
from any aggregate limit of insurance; and

2. Damages under Coverage B because of all
"bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
one "occurrence".

For the purposes of determining the applicable
Occurrence Limit, all related acts or omissions
committed in the providing or failing to provide first
aid or "Good Samaritan services" to any one person
will be considered one "occurrence".

E. The Crisis Management Service Expenses Limit is
the most we will pay for the sum of all "crisis
management service expenses" arising out of all
"crisis management events". Payment of such
"crisis management service expenses" is in addition
to, and will not reduce, any other limit of insurance
of this policy.

F. The limits of insurance of this policy apply
separately to each consecutive annual period and
to any remaining period of less than 12 months,
starting with the beginning of the policy period
shown in the Declarations. If the policy period is
extended after issuance for an additional period of
less than 12 months, the additional period will be
deemed part of the last preceding period for
purposes of determining the limits of insurance.

SECTION IV - EXCLUSIONS
This insurance does not apply to:

A. With respect to Coverage A and Coverage B:

UMBRELLA

1. Asbestos
a. Damages arising out of the actual or
alleged presence or actual, alleged or
threatened dispersal of asbestos,
asbestos fibers or products containing
asbestos, provided that the damages are
caused or contributed to by the hazardous
properties of asbestos.
b. Damages arising out of the actual or
alleged presence or actual, alleged or
threatened dispersal of any solid, liquid,
gaseous or thermal irritant or
contaminant, including smoke, vapors,
soot, fumes, acids, alkalis, chemicals and
waste, and that are part of any claim or
"suit" which also alleges any damages
described in Paragraph a. above.
c. Any loss, cost or expense arising out of
any:
(1) Request, demand, order or statutory
or regulatory requirement that any
insured or others test for, monitor,
clean up, remove, contain, treat,
detoxify or neutralize, or in any way
respond to, or assess the effects of,
asbestos, asbestos fibers or products
containing asbestos; or
(2) Claim or "suit" by or on behalf of any
governmental authority or any other
person or organization because of
testing for, monitoring, cleaning up,
removing, containing, treating,
detoxifying or neutralizing, or in any
way responding to, or assessing the
effects of, asbestos, asbestos fibers
or products containing asbestos.

2. Employment-Related Practices
Damages because of injury to:
a. A person arising out of any:
(1)Refusal to employ that person;
(2)Termination of that person's
employment; or
(3) Employment-related practice, policy,
act or omission, such as coercion,
demotion, evaluation, reassignment,
discipline, failure to promote or
advance, harassment, humiliation,
discrimination, libel, slander, violation
of the person's right of privacy,
malicious prosecution or false arrest,
detention or imprisonment, applied to
or directed at that person, regardless
of whether such practice, policy, act
or omission occurs, is applied or is
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UMBRELLA
committed before, during or after the
time of that person's employment; or
b. The spouse, child, parent, brother or sister
of that person as a consequence of injury
to that person as described in Paragraphs
a.(1), (2) or (3) above.

This exclusion applies:
a. Whether the insured may be liable as an
employer or in any other capacity; and
b. To any obligation to share damages with or
repay someone else who must pay
damages because of the injury.

3. ERISA, COBRA And Similar Laws
Any obligation of the insured under:
a. The Employees Retirement Income
Security Act Of 1974 (ERISA) or any of its
amendments;
b. The Consolidated Omnibus Budget
Reconciliation Act of 1985 (COBRA) or any
of its amendments; or
c. Any similar common or statutory law of any
jurisdiction.

4. Medical Expenses Or Payments
Any obligation of the insured under any
"medical expenses" or medical payments
coverage.

5. Nuclear Material
Damages arising out of:
a. The actual, alleged or threatened exposure
of any person or property to; or
b. The "hazardous properties" of;
any "nuclear material".

As used in this exclusion:
a. "Hazardous properties" includes
radioactive, toxic or explosive properties;
b. "Nuclear material" means "source
material", "special nuclear material" or "byproduct material"; and c. "Source material", "special nuclear
material" and "by-product material" have
the meanings given them in the Atomic
Energy Act of 1954 or any of its
amendments.

6. Uninsured or Underinsured Motorists, NoFault And Similar Laws Any liability imposed on the insured, or the
insured's insurer, under any of the following
laws:
a. Uninsured motorists;
b. Underinsured motorists;
c. Auto no-fault or other first-party personal
injury protection (PIP);
d. Supplementary uninsured/underinsured
motorists (New York); or
e. Medical expense benefits and income
loss benefits (Virginia).

7. War
Damages arising out of:
a. War, including undeclared or civil war; or
b. Warlike action by a military force,
including action in hindering or defending
against an actual or expected attack, by
any government, sovereign or other
authority using military personnel or other
agents; or
c. Insurrection, rebellion, revolution, usurped
power or action taken by governmental
authority in hindering or defending against
any of these.

8. Workers Compensation And Similar Laws
Any obligation of the insured under a workers
compensation, disability benefits or
unemployment compensation law or any
similar law.

B. With respect to Coverage B:

1. Expected Or Intended Bodily Injury Or
Property Damage
"Bodily injury" or "property damage" expected
or intended from the standpoint of the insured.

This exclusion does not apply to "bodily injury"
or "property damage" resulting from the use of
reasonable force to protect persons or
property.

2. Contractual Liability
"Bodily injury", "property damage", "personal
injury" or "advertising injury" for which the
insured is obligated to pay damages by
reason of the assumption of liability in a
contract or agreement. This exclusion does
not apply to liability for damages that the
insured would have in the absence of the
contract or agreement.

3. Liquor Liability
"Bodily injury" or "property damage" for which
any insured may be liable by reason of:
a. Causing or contributing to the intoxication
of any person, including causing or
contributing to the intoxication of any
person because alcoholic beverages were
permitted to be brought on your premises
for consumption on your premises;

Page 8 of 22 ends

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person under the legal drinking age or
under the influence of alcohol; or
c. Any statute, ordinance or regulation relating
to the sale, gift, distribution or use of
alcoholic beverages.

4. Employers Liability
"Bodily injury" to:
a. An "employee" of the insured arising out of
and in the course of:
(1) Employment by the insured; or
(2) Performing 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
"bodily injury" described in Paragraph a.
above.

5. Pollution
a. "Bodily injury", "property damage",
"personal injury" or "advertising injury"
arising out of the actual, alleged or
threatened discharge, dispersal, seepage,
migration, release or escape of "pollutants".
b. Any loss, cost or expense arising out of
any:
(1) Request, demand, order or statutory or
regulatory requirement that any insured
or any other person or organization test
for, monitor, clean up, remove, contain,
treat, detoxify or neutralize, or in any
way respond to, or assess the effects
of, "pollutants"; or
(2) Claim or "suit" by or on behalf of any
governmental authority or any other
person or organization because of
testing for, monitoring, cleaning up,
removing, containing, treating,
detoxifying or neutralizing, or in any
way responding to, or assessing the
effects of, "pollutants".

6. Aircraft
"Bodily injury" or "property damage" arising out
of the ownership, maintenance, use or
entrustment to others of any aircraft owned or
operated by or rented or loaned to any insured.

Use includes operation and "loading or
unloading".

UMBRELLA
This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any aircraft that is owned or operated by or
rented or loaned to any insured.

7. Auto
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any "auto". Use
includes operation and "loading or unloading".

This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing in the superv1s1on, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any "auto".

This exclusion does not apply to "bodily injury"
or "property damage" caused by an
"occurrence" that takes place outside of the
United States of America (including its
territories and possessions), Puerto Rico and
Canada.

8. Watercraft
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any watercraft owned
or operated by or rented or loaned to any
insured. Use includes operation and "loading
or unloading".

This exclusion does not apply to a watercraft:
a. While ashore on premises owned by or
rented to any insured; or
b. That is SO-feet long or less and that:
(1) You own; or
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UMBRELLA
(2) You do not own and is not being used
to carry any person or property for a
charge.

9. Electronic Data
Damages claimed for the loss of, loss of use of,
damage to, corruption of, inability to access, or
inability to manipulate "electronic data".

10. Damage To Property, Products Or Work
"Property damage" to:
a. Property you own, rent or occupy, including
any costs or expenses incurred by you, or
any other person or organization, for repair,
replacement, enhancement, restoration or
maintenance of such property for any
reason, including prevention of injury to a
person or damage to another's property;
b. Premises you sell, give away or abandon if
the "property damage" arises out of any
part of those premises;
c. Property loaned to you;
d. Personal property in the care, custody or
control of the insured;
e. That particular part of real property on
which you or any contractors or
subcontractors working directly or indirectly
on your behalf are performing operations if
the "property damage" arises out of those
operations;
f. That particular part of any property that
must be restored, repaired or replaced
because "your work" was incorrectly
performed on it;
g. "Your product" arising out of "your product"
or any part of it; or
h. "Your work" arising out of "your work" or
any part of it and included in the "productscompleted operations hazard".

11. Damage To Impaired Property Or Property
Not Physically Injured
"Property damage" to "impaired property", or
property that has not been physically injured,
arising out of:
a. A defect, deficiency, inadequacy or
dangerous condition in "your product" or
"your work"; or
b. A delay or failure by you, or anyone acting
on your behalf, to fulfill the terms of a
contract or agreement.

This exclusion does not apply to the loss of use
of other property arising out of sudden and
accidental physical injury to "your product" or
"your work" after it has been put to its
intended use.

12. Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for the loss
of use, withdrawal, recall, inspection, repair,
replacement, adjustment, removal or disposal
of:
a. "Your product";
b. "Your work"; or
c. "Impaired property";
if such product, work or property is withdrawn
or recalled from the market or from use by
any person or organization because of a
known or suspected defect, deficiency,
inadequacy or dangerous condition in it.

13. Violation Of Consumer Financial
Protection Laws
"Bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
actual or alleged violation of a "consumer
financial protection law", or any other "bodily
injury", "property damage", "personal injury" or
"advertising injury" alleged in any claim or
"suit" that also alleges any such violation.

14. Unsolicited Communication
"Bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
actual or alleged violation of any law that
restricts or prohibits the sending, transmitting
or distributing of "unsolicited communication".

15. Access Or Disclosure Of Confidential Or
Personal Information
"Bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
access to or disclosure of any person's or
organization's confidential or personal
information.

16. Knowing Violation Of Rights Of Another
"Personal injury" or "advertising injury" caused
by or at the direction of the insured with the
knowledge that the act would violate the rights
of another and would inflict "personal injury"
or "advertising injury".

17. Material Published With Knowledge Of
Falsity
"Personal injury" or "advertising injury" arising
out of oral or written publication, including
publication by electronic means, of material, if
done by or at the direction of the insured with
knowledge of its falsity.

Page 10 ends

18. Material Published Or Used Prior To Policy
Period
a. "Personal injury" or "advertising injury"
arising out of oral or written publication,
including publication by electronic means,
of material whose first publication took
place before the beginning of the policy
period; or
b. "Advertising injury" arising out of
infringement of copyright, "title" or "slogan"
in your "advertisement" whose first
infringement in your "advertisement" was
committed before the beginning of the
policy period.

19. Criminal Acts
"Personal injury" or "advertising injury" arising
out of a criminal act committed by or at the
direction of the insured.

20. Breach Of Contract
"Personal injury" or "advertising injury" arising
out of a breach of contract.

21. Quality Or Performance Of Goods - Failure
To Conform To Statements
"Advertising injury" arising out of the failure of
goods, products or services to conform with any
statement of quality or performance made in
your "advertisement".

22. Wrong Description Of Prices
"Advertising injury" arising out of the wrong
description of the price of goods, products or
services stated in your "advertisement".

23. Intellectual Property
"Personal injury" or "advertising injury" arising
out of any actual or alleged infringement or
violation of any of the following rights or laws, or
any other "personal injury" or "advertising injury"
alleged in any claim or "suit" that also alleges
any such infringement or violation:
a. Copyright;
b. Patent;
c. Trade dress;
d. Trade name;
e. Trademark;
f. Trade secret; or
g. Other intellectual property rights or laws.

This exclusion does not apply to:
a. "Advertising injury" arising out of any actual
or alleged infringement or violation of
another's copyright, "title" or "slogan" in
your "advertisement"; or

UMBRELLA
b. Any other "personal injury" or "advertising
injury" alleged in any claim or "suit" that
also alleges any such infringement or
violation of another's copyright, "title" or
"slogan" in your "advertisement".

24. Insureds In Media And Internet Type
Business
"Personal injury" or "advertising injury" arising
out of an offense committed by an insured
whose business is:
a. Advertising, "broadcasting" or publishing;
b. Designing or determining content of websites for others; or c. An Internet search, access, content or
service provider.

This exclusion does not apply to Paragraphs
a.(1), (2) and (3) of the definition of "personal
injury".

For the purposes of this exclusion:
a. Creating and producing correspondence
written in the conduct of your business,
bulletins, financial or annual reports, or
newsletters about your goods, products or
services will not be considered the
business of publishing; and
b. The placing of frames, borders or links, or
advertising, for you or others anywhere on
the Internet will not, by itself, be
considered the business of advertising,
"broadcasting" or publishing.

25. Electronic Chatrooms Or Bulletin Boards
"Personal injury" or "advertising injury" arising
out of an electronic chatroom or bulletin board
the insured hosts, owns or over which the
insured exercises control.

26. Unauthorized Use Of Another's Name Or
Product
"Personal injury" or "advertising injury" arising
out of the unauthorized use of another's name
or product in your e-mail address, domain
name or metatag, or any other similar tactics
to mislead another's potential customers.

C. With respect to Coverage C:

Newly Acquired, Controlled Or Formed
Entities
"Crisis management service expenses" arising out
of a "crisis management event" that involves any
organization you newly acquire or form and that
occurred prior to the date you acquired or formed
that organization, even if an "executive officer"
only first becomes aware of an "event" or
"occurrence" that leads to such "crisis
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UMBRELLA
management event" after the date you acquired or
formed such organization.

SECTION V - CONDITIONS
A. APPEALS

1. If the insured or the insured's "underlying
insurer" elects not to appeal a judgment which
exceeds the "applicable underlying limit" or
"self-insured retention", we may do so.

2. If we appeal such a judgment, we will pay all
costs of the appeal. These payments will not
reduce the applicable limits of insurance. In no
event will our liability exceed the applicable limit
of insurance.

B. BANKRUPTCY

1. Bankruptcy or insolvency of the insured or of
the insured's estate will not relieve us of our
obligations under this insurance.

2. In the event of bankruptcy or insolvency of any
"underlying insurer", this insurance will not
replace such bankrupt or insolvent "underlying
insurer's" policy, and this insurance will apply as
if such "underlying insurer" had not become
bankrupt or insolvent.

C. CANCELLATION

1. The first Named Insured shown in the
Declarations may cancel this insurance by
mailing or delivering to us advance written
notice of cancellation.

2. We may cancel this insurance by mailing or
delivering to such first Named Insured written
notice of cancellation at least:
a. 1 O days before the effective date of
cancellation if we cancel for nonpayment of
premium; or
b. 60 days before the effective date of
cancellation if we cancel for any other
reason.

3. We will mail or deliver our notice to such first
Named lnsured's last mailing address known to
us.

4. Notice of cancellation will state the effective
date of cancellation. The policy period will end
on that date.

5. If this insurance is cancelled, we will send such
first Named Insured any premium refund due. If
we cancel, the refund will be pro rata. If such
first Named Insured cancels, the refund may be
less than pro rata. The cancellation will be
effective even if we have not made or offered a
refund.

6. If notice is mailed, proof of mailing will be
sufficient proof of notice.

D. CHANGES
This policy contains all the agreements between
you and us concerning the insurance afforded. No
change can be made in the terms of this
insurance except with our consent. The terms of
this insurance can be amended or waived only by
endorsement issued by us and made a part of this
policy.

E. CURRENCY
Payments for damages or expenses described in
Paragraph 5. of Paragraph D., DEFENSE AND
SUPPLEMENTARY PAYMENTS, of SECTION I
- COVERAGES will be in the currency of the
United States of America. At our sole option, we
may make these payments in a different currency.

Any necessary currency conversion for such
payments will be calculated based on the rate of
exchange published in the Wall Street Journal
immediately preceeding the date the payment is
processed.

F. DUTIES REGARDING AN EVENT,

OCCURRENCE, CLAIM OR SUIT

1. You must see to it that we are notified as
soon as practicable of an "event" or
"occurrence" which may result in a claim
under this insurance. To the extent possible,
notice should include:
a. How, when and where the "event" or
"occurrence" took place;
b. The names and addresses of any
persons or organizations sustaining injury,
damage or loss, and the names and
addresses of any witnesses; and
c. The nature and location of any injury or
damage arising out of the "event" or
"occurrence".

2. If a claim is made or "suit" is brought against
any insured which may result in a claim under
this insurance, you must see to it that we
receive written notice of the claim or "suit" as
soon as practicable.

3. With respect to Coverage A, the insured
must:
a. Cooperate with us in the investigation,
settlement or defense of any claim or
"suit";
b. Comply with the terms of the "underlying
insurance"; and
c. Pursue all rights of contribution or
indemnity against any person or
organization who may be liable to the
insured because of the injury, damage or
loss for which insurance is provided under

Page 12 ends

4. With respect to Coverage B, the insured must:
a. Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
claim or "suit";
b. Authorize us to obtain necessary records
and other information;
c. Cooperate with us in the investigation,
settlement or defense of any claim or "suit";
and
d. Assist us, upon our request, in the
enforcement of any right against any
person or organization which may be liable
to the insured because of injury or damage
to which Coverage B may apply.

5. No insured will, except at that insured's own
expense, voluntarily make a payment, assume
any obligation, make any admission or incur
any expense, other than for first aid for "bodily
injury" covered by this insurance, without our
consent.

6. Knowledge of an "event", "occurrence", claim or
"suit" by your agent, servant or "employee" will
not constitute knowledge by you, unless your
insurance or risk manager, or anyone working
in the capacity as your insurance or risk
manager, or anyone you designate with the
responsibility of reporting an "event",
"occurrence", claim or "suit":
a. Has received notice of such "event",
"occurrence", claim or "suit" from such
agent, servant or "employee"; or
b. Otherwise has knowledge of such "event",
"occurrence", claim or "suit".

G. DUTIES REGARDING A CRISIS MANAGEMENT
EVENT
You must:

1. Notify us within 30 days of a "crisis
management event" that may result in "crisis
management service expenses".

2. Provide written notice of the "crisis
management event" as soon as practicable. To
the extent possible, notice should include:
a. How, when and where that "crisis
management event" took place;
b. The names and addresses of any persons
or organizations sustaining injury, damage
or loss, and the named and addresses of
any witnesses;

UMBRELLA
c. The nature and location of any injury or
damage arising out of that "crisis
management event"; and
d. The reason that "crisis management
event" is likely to involve damages
covered by this insurance in excess of the
"applicable underlying limit" or "selfinsured retention" and involve regional or national media coverage.

H. EXAMINATION OF YOUR BOOKS AND

RECORDS
We may examine and audit your books and
records as they relate to this insurance:

1. At any time during the policy period;

2. Up to three years after the end of the policy
period; and

3. Within one year after final settlement of all
claims under this insurance.

I. EXTENDED REPORTING PERIOD OPTION

1. When the "underlying insurance" applies on a
claims-made basis, any automatic or basic
"extended reporting period" in such
"underlying insurance" will apply to this
insurance.

2. When the "underlying insurance" applies on a
claims-made basis and you elect to purchase
an optional or supplemental "extended
reporting period" in such "underlying
insurance," that "extended reporting period"
will apply to this insurance only if:
a. A written request to purchase an
Extended Reporting Period endorsement
for this insurance is made by you and
received by us within 90 days after the
end of the policy period;
b. You have paid all premiums due for this
policy at the time you make such request;
c. You promptly pay the additional premium
we charge for the Extended Reporting
Period endorsement for this insurance
when due. We will determine that
additional premium after we have
received your request for the Extended
Reporting Period endorsement for this
insurance. That additional premium is not
subject to any limitation stated in the
"underlying insurance" on the amount or
percentage of additional premium that
may be charged for the "extended
reporting period" in such "underlying
insurance"; and
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UMBRELLA
d. That Extended Reporting Period
endorsement is issued by us and made a
part of this policy.

3. Any Extended Reporting Period endorsement
for this insurance will not reinstate or increase
the Limits of Insurance or extend the policy
period.

4. Except with respect to any provisions to the
contrary contained in Paragraphs 1., 2. or 3.
above, all provisions of any option to purchase
an "extended reporting period" granted to you in
the "underlying insurance" apply to this
insurance.

J. INSPECTIONS AND SURVEYS

1. We have the right but are not obligated to:
a. Make inspections and surveys at any time;
b. Give you reports on the conditions we find;
and
c. Recommend changes.

2. Any inspections, surveys, reports or
recommendations relate only to insurability and
the premiums to be charged. We do not make
safety inspections. We do not undertake to
perform the duty of any person or organization
to provide for the health or safety of workers or
the public. We do not warrant that conditions:
a. Are safe or healthful; or
b. Comply with laws, regulations, codes or
standards.

K. LEGAL ACTION AGAINST US

1. No person or organization has a right under this
insurance:
a. To join us as a party or otherwise bring us
into a "suit" asking for damages from an
insured; or
b. To sue us on this insurance unless all of its
terms have been fully complied with.

2. A person or organization may sue us to recover
on an agreed settlement or on a final judgment
against an insured. We will not be liable for
damages that:
a. Are not payable under the terms of this
insurance; or
b. Are in excess of the applicable limit of
insurance.

An agreed settlement means a settlement and
release of liability signed by us, the insured and
the claimant or the claimant's legal
representative.

L. MAINTENANCE OF UNDERLYING INSURANCE

1. The insurance afforded by each policy of
"underlying insurance" will be maintained for
the full policy period of this Excess FollowForm And Umbrella Liability Insurance. This provision does not apply to the reduction or
exhaustion of the aggregate limit or limits of
such "underlying insurance" solely by
payments as permitted in Paragraphs 4.a.(1),
(2) and (3) of COVERAGE A - EXCESS
FOLLOW-FORM LIABILITY of SECTION I -
COVERAGES. As such policies expire, you
will renew them at limits and with coverage at
least equal to the expiring limits of insurance.

If you fail to comply with the above
requirements, Coverage A is not invalidated.

However, in the event of a loss, we will pay
only to the extent that we would have paid had
you complied with the above requirements.

2. The first Named Insured shown in the
Declarations must give us written notice of
any change in the "underlying insurance" as
respects:
a. Coverage;
b. Limits of insurance;
c. Termination of any coverage; or
d. Exhaustion of aggregate limits.

3. If you are unable to recover from any
"underlying insurer" because you fail to
comply with any term or condition of the
"underlying insurance", Coverage A is not
invalidated. However, we will pay for any loss
only to the extent that we would have paid had
you complied with that term or condition in
that "underlying insurance".

M. OTHER INSURANCE
This insurance is excess over any valid and
collectible "other insurance" whether such "other
insurance" is stated to be primary, contributing,
excess, contingent or otherwise. This provision
does not apply to a policy bought specifically to
apply as excess of this insurance.

However, if you specifically agree in a written
contract or agreement that the insurance provided
to any person or organization that qualifies as an
insured under this insurance must apply on a
primary basis, or a primary and non-contributory
basis, then insurance provided under Coverage A
is subject to the following provisions:

Page 14 ends

1. This insurance will apply before any "other
insurance" that is available to such additional
insured which covers that person or
organization as a named insured, and we will
not share with that "other insurance", provided
that the injury or damage for which coverage is
sought is caused by an "event" that takes place
or is committed subsequent to the signing of
that contract or agreement by you.

2. This insurance is still excess over any valid and
collectible "other insurance", whether primary,
excess, contingent or otherwise, which covers
that person or organization as an additional
insured or as any other insured that does not
qualify as a named insured.

N. PREMIUM

1. The first Named Insured shown in the
Declarations is responsible for the payment of
all premiums and will be the payee for any
return premiums.

2. If the premium is a flat charge, it is not subject
to adjustment except as provided in Paragraph

4. below.

3. If the premium is other than a flat charge, it is
an advance premium only. The earned
premium will be computed at the end of the
policy period, or at the end of each year of the
policy period if the policy period is two years or
longer, at the rate shown in the Declarations,
subject to the Minimum Premium.

4. Additional premium may become payable when
coverage is provided for additional insureds
under the provisions of SECTION II - WHO IS
AN INSURED.

0. PREMIUM AUDIT
The premium for this policy is the amount stated in
Item 5. of the Declarations. The premium is a flat
charge unless it is specified in the Declarations as
adjustable.

P. PROHIBITED COVERAGE UNLICENSED

INSURANCE

1. With respect to loss sustained by any insured in
a country or jurisdiction in which we are not
licensed to provide this insurance, this
insurance does not apply to the extent that
insuring such loss would violate the laws or
regulations of such country or jurisdiction.

2. We do not assume responsibility for:
a. The payment of any fine, fee, penalty or
other charge that may be imposed on any
person or organization in any country or
jurisdiction because we are not licensed to

UMBRELLA
provide insurance in such country or
jurisdiction; or
b. The furnishing of certificates or other
evidence of insurance in any country or
jurisdiction in which we are not licensed to
provide insurance.

Q. PROHIBITED COVERAGE - TRADE OR

ECONOMIC SANCTIONS
We will provide coverage for any loss, or
otherwise will provide any benefit, only to the
extent that providing such coverage or benefit
does not expose us or any of our affiliated or
parent companies to:

1. Any trade or economic sanction under any law
or regulation of the United States of America;
or

2. Any other applicable trade or economic
sanction, prohibition or restriction.

R. REPRESENTATIONS
By accepting this insurance, you agree:

1. The statements in the Declarations and any
subsequent notice relating to "underlying
insurance" are accurate and complete;

2. Those statements are based upon
representations you made to us; and

3. We have issued this insurance in reliance
upon your representations.

S. SEPARATION OF INSUREDS
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned in
this policy to the first Named Insured shown in the
Declarations, this insurance applies:

1. As if each Named Insured were the only
Named Insured; and

2. Separately to each insured against whom
claim is made or "suit" is brought.

T. WAIVER OR TRANSFER OF RIGHTS OF

RECOVERY AGAINST OTHERS TO US

1. If the insured has rights to recover all or part
of any payment we have made under this
insurance, those rights are transferred to us
and the insured must do nothing after loss to
impair them. At our request, the insured will
bring suit or transfer those rights to us and
help us, and with respect to Coverage A, the
"underlying insurer", enforce them.

If the insured has agreed in a contract or
agreement to waive that insured's right of
recovery against any person or organization,
we waive our right of recovery against that
person or organization, but only for payments
we make because of an "event" that takes
place or is committed subsequent to the
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UMBRELLA
execution of that contract or agreement by such
insured.

2. Reimbursement of any amount recovered will
be made in the following order:
a. First, to any person or organization
(including us or the insured) who has paid
any amount in excess of the applicable limit
of insurance;
b. Next, to us; and
c. Then, to any person or organization
(including the insured and with respect to
Coverage A, the "underlying insurer") that
is entitled to claim the remainder, if any.

3. Expenses incurred in the process of recovery
will be divided among all persons or
organizations rece1vmg amounts recovered
according to the ratio of their respective
recoveries.

U. TRANSFER OF YOUR RIGHTS AND DUTIES

UNDER THIS INSURANCE

1. Your rights and duties under this insurance may
not be transferred without our written consent
except in the case of death of an individual
Named Insured.

2. If you die, your rights and duties will be
transferred to your legal representative but only
while acting within the scope of duties as your
legal representative. Until your legal
representative is appointed, anyone having
proper temporary custody of your property will
have your rights and duties but only with
respect to that property.

V. UNINTENTIONAL OMISSION OR ERROR
The unintentional omission of, or unintentional error
in, any information provided by you which we relied
upon in issuing this policy will not prejudice your
rights under this insurance. However, this provision
does not affect our right to collect additional
premium or to exercise our rights of cancellation or
nonrenewal in accordance with applicable
insurance laws or regulations.

W. WHEN LOSS IS PAYABLE
If we are liable under this insurance, we will pay for
injury, damage or loss after:

1. The insured's liability is established by:
a. A court decision; or
b. A written agreement between the claimant,
the insured, any "underlying insurer" and
us;and

2. The amount of the "applicable underlying limit"
or "self-insured retention" is paid by or on
behalf of the insured.

SECTION VI - DEFINITIONS
A. With respect to all coverages of this insurance:

1. "Applicable underlying limit" means the sum of:
a. The applicable limit of insurance stated
for the policies of "underlying insurance"
in the Schedule Of Underlying Insurance
subject to the provisions in Paragraphs

4.a.(1), (2) and (3) of COVERAGE A -
EXCESS FOLLOW-FORM LIABILITY of
SECTION I - COVERAGES; and
b. The applicable limit of insurance of any
"other insurance" that applies.

The limits of insurance in any policy of
"underlying insurance" will apply even if:
a. The "underlying insurer" claims the
insured failed to comply with any term or
condition of the policy; or
b. The "underlying insurer" becomes
bankrupt or insolvent.

2. "Auto hazard" means all "bodily injury" and
"property damage" to which liability insurance
afforded under an auto policy of "underlying
insurance" would apply but for the exhaustion
of its applicable limits of insurance.

3. "Electronic data" means information, facts or
programs stored as or on, created or used on,
or transmitted to or from computer software
(including systems and applications software),
hard or floppy disks, CD-ROMs, tapes, drives,
cells, data processing devices or any other
media which are used with electronically
controlled equipment.

4. "Event" means an "occurrence", offense,
accident, act, error, omission, wrongful act or
loss.

5. "Extended reporting period" means any period
of time, starting with the end of the policy
period of your claims-made insurance, during
which claims or "suits" may be first made,
brought or reported for that insurance.

6. "Medical expenses" means expenses to
which any Medical Payments section of any
policy of Commercial General Liability
"underlying insurance" applies.

7. "Other insurance" means insurance, or the
funding of losses, that is provided by, through
or on behalf of:
a. Another insurance company;
b. Us or any of our affiliated insurance
companies;
c. Any risk retention group;

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66369696 | MORRO-1 | 21-22 GL AU WC UMB $5M PROF+POLL *Master Template* | Marisella Rivera | 1/21/2022 11:46:26 AM (PST) | Page 43 of 50 d. Any self-insurance method or program, in
which case the insured will be deemed to
be the provider of such insurance; or
e. Any similar risk transfer or risk
management method.
"Other insurance" does not include:
a. Any "underlying insurance"; or
b. Any policy
purchased to
insurance of
Declarations.
of insurance specifically
be excess of the limits of
this policy shown in the

8. "Products-completed operations hazard":
a. Includes all "bodily injury" and "property
damage" occurring away from premises
you own or rent and arising out of "your
product" or "your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed
or abandoned. However, "your work"
will be deemed completed at the
earliest of the following times:
(a) When all the work called for in your
contract has been completed;
(b) When all the work to be done at the
job site has been completed if your
contract calls for work at more than
one job site; or
(c) When that part of the work done at
a job site has been put to its
intended use by any person or
organization other than another
contractor or subcontractor working
on the same project.

Work that may need service,
maintenance, correction, repair or
replacement, but which is otherwise
complete, will be treated as completed.
b. Does not include "bodily injury" or "property
damage" arising out of:
(1) The transportation of property, unless
the injury or damage arises out of a
condition in or on a vehicle not owned
or operated by you, and that condition
was created by the "loading or
unloading" of that vehicle by any
insured;
(2) The existence of tools, uninstalled
equipment or abandoned or unused
materials; or
(3) Products or operations for which the
classification listed in a policy of

UMBRELLA
Commercial General Liability
"underlying insurance" states that
products-completed operations are
subject to the General Aggregate
Limit.

9. "Suit" means a civil proceeding which alleges
damages. "Suit" includes:
a. An arbitration proceeding in which
damages are claimed and to which the
insured must submit or does submit with
our consent; or
b. Any other alternative dispute resolution
proceeding to which the insured submits
with our consent.

10. "Underlying insurance":
a. Means the policy or policies of insurance
listed in the Schedule Of Underlying
Insurance.
b. Includes any renewal or replacement of
such policies if such renewal or
replacement is during the policy period of
this Excess Follow-Form And Umbrella
Liability Insurance.
c. Does not include any part of the policy
period of any of the policies described in
Paragraphs a. or b. above that began
before, or that continues after, the policy
period of this Excess Follow-Form And
Umbrella Liability Insurance.

11. "Underlying insurer" means any insurer which
provides a policy of insurance listed in the
Schedule Of Underlying Insurance.

B. With respect to Coverage B and, to the extent that
the following terms are not defined in the
"underlying insurance", to Coverage A:

1. "Advertisement" means a notice that is
broadcast or published to the general public
or specific market segments about your
goods, products or services for the purpose of
attracting customers or supporters. For the
purposes of this definition:
a. Notices that are published include
material placed on the Internet or on
similar electronic means of
communication; and
b. Regarding web sites, only that part of a
web site that is about your goods,
products or services for the purposes of
attracting customers or supporters is
considered an advertisement.

2. "Advertising injury":

UMBRELLA
a. Means injury, other than "personal injury",
caused by one or more of the following
offenses:
(1) Oral or written publication, including
publication by electronic means, of
material in your "advertisement" that
slanders or libels a person or
organization or disparages a person's
or organization's goods, products or
services, provided that the claim is
made or the "suit" is brought by a
person or organization that claims to
have been slandered or libeled, or that
claims to have had its goods, products
or services disparaged;
(2) Oral or written publication, including
publication by electronic means, of
material in your "advertisement" that:
(a) Appropriates a person's name,
voice, photograph or likeness; or
(b) Unreasonably places a person in a
false light; or
(3) Infringement of copyright, "title" or
"slogan" in your "advertisement",
provided that the claim is made or the
"suit" is brought by a person or
organization that claims ownership of
such copyright, "title" or "slogan".
b. Includes "bodily injury" caused by one or
more of the offenses described in
Paragraph a. above.

3. "Auto" means:
a. A land motor vehicle, trailer or semitrailer
designed for travel on public roads,
including any attached machinery or
equipment; or
b. Any other land vehicle that is subject to a
compulsory or financial responsibility law or
other motor vehicle insurance law where it
is licensed or principally garaged.

However, "auto" does not include "mobile
equipment".

4. "Bodily injury" means:
a. Physical harm, including sickness or
disease, sustained by a person; or
b. Mental anguish, injury or illness, or
emotional distress, resulting at any time
from such physical harm, sickness or
disease.

5. "Broadcasting" means transmitting any audio or
visual material for any purpose:
a. By radio or television; or
b. In, by or with any other electronic means
of communication, such as the Internet, if
that material is part of:
(1) Radio or television programming
being transmitted;
(2) Other entertainment, educational,
instructional, music or news
programming being transmitted; or
(3) Advertising transmitted with any such
programming.

6. "Consumer financial identity information"
means any of the following information for a
person that is used or collected for the
purpose of serving as a factor in establishing
such person's eligibility for personal credit,
insurance or employment or for the purpose
of conducting a business transaction:
a. Part or all of the account number, the
expiration date or the balance of any
credit, debit, bank or other financial
account;
b. Information bearing on a person's credit
worthiness, credit standing or credit
capacity;
c. Social security number;
d. Driver's license number; or
e. Birth date.

7. "Consumer financial protection law" means:
a. The Fair Credit Reporting Act (FCRA) and
any of its amendments, including the Fair
and Accurate Credit Transactions Act
(FACTA);
b. California's Song-Beverly Credit Card Act
and any of its amendments; or
c. Any other law or regulation that restricts
or prohibits the collection, dissemination,
transmission, distribution or use of
"consumer financial identity information".

8. "Employee" includes a "leased worker''.
"Employee" does not include a "temporary
worker".

9. "Good Samaritan services" means any
emergency medical services for which no
compensation is demanded or received.

10. "Impaired property" means tangible property,
other than "your product" or "your work", that
cannot be used or is less useful because:
a. It incorporates "your
work" that is known
defective, deficient,
dangerous; or
product" or "your
or thought to be
inadequate or

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66369696 | MORRO-1 | 21-22 GL AU WC UMB $5M PROF+POLL *Master Template* | Marisella Rivera | 1/21/2022 11:46:26 AM (PST) | Page 45 of 50 b. You have failed to fulfill the terms of a
contract or agreement;
if such property can be restored to use by the
repair, replacement, adjustment or removal of
"your product" or "your work" or your fulfilling
the terms of the contract or agreement.

11. "Leased worker" means a person leased to you
by a labor leasing firm under an agreement
between you and the labor leasing firm, to
perform duties related to the conduct of your
business. "Leased worker" does not include a
"temporary worker".

12. "Loading or unloading" means the handling of
property:
a. After it is moved from the place where it is
accepted for movement into or onto an
aircraft, watercraft or "auto";
b. While it is in or on an aircraft, watercraft or
"auto"; or
c. While it is being moved from an aircraft,
watercraft or "auto" to the place where it is
finally delivered;
but "loading or unloading" does not include the
movement of property by means of a
mechanical device, other than a hand truck,
that is not attached to the aircraft, watercraft or
"auto".

13. "Mobile equipment" means any of the following
types of land vehicles, including any attached
machinery or equipment:
a. Bulldozers, farm machinery, forklifts and
other vehicles designed for use principally off
public roads.
b. Vehicles maintained for use solely on or next
to premises you own or rent.
c. Vehicles that travel on crawler treads.
d. Vehicles, whether self-propelled or not,
maintained primarily to provide mobility to
permanently mounted:
(1) Power cranes, shovels, loaders, diggers
or drills; or
(2) Road construction or resurfacing
equipment such as graders, scrapers or
rollers.
e. Vehicles not described in Paragraph a., b.,
c. or d. above that are not self-propelled and
are maintained primarily to provide mobility
to permanently attached equipment of the
following types:
(1) Air compressors, pumps and
generators, including spraying, welding,
building cleaning, geophysical

UMBRELLA
exploration, lighting and well servicing
equipment; or
(2) Cherry pickers and similar devices
used to raise or lower workers.
f. Vehicles not described in Paragraph a., b.,
c. or d. above maintained primarily for
purposes other than the transportation of
persons or cargo.

However, self-propelled vehicles with the
following types of permanently attached
equipment are not "mobile equipment" but
will be considered "autos":
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not
construction or resurfacing; or
(c) Street cleaning;
(2) Cherry pickers and similar devices
mounted on automobile or truck
chassis and used to raise or lower
workers; and
(3) Air compressors, pumps and
generators, including spraying,
welding, building cleaning, geophysical
exploration, lighting and well servicing
equipment.

However, "mobile equipment" does not include
any land vehicle that is subject to a compulsory
or financial responsibility law, or other motor
vehicle insurance law, where it is licensed or
principally garaged. Such land vehicles are
considered "autos".

14. "Occurrence" means:
a. With respect to "bodily injury" or "property
damage":
(1) An accident, including continuous or
repeated exposure to substantially the
same general harmful conditions,
which results in "bodily injury" or
"property damage". All "bodily injury"
or "property damage" caused by such
exposure to substantially the same
general harmful conditions will be
deemed to be caused by one
"occurrence"; or
(2) An act or omission committed in
providing or failing to provide first aid
or "Good Samaritan services" to a
person by any of your "employees" or
"volunteer workers" other than an
employed or volunteer doctor, unless
you are in the business or occupation
of providing professional health care
services;
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UMBRELLA
b. With respect to "personal injury", an
offense arising out of your business that
results in "personal injury". All "personal
injury" caused by the same or related
injurious material, act or offense will be
deemed to be caused by one "occurrence",
regardless of the frequency or repetition
thereof, the number and kind of media
used or the number of persons or
organizations making claims or bringing
"suits"; and
c. With respect to "advertising injury", an
offense committed in the course of
advertising your goods, products and
services that results in "advertising injury".

All "advertising injury" caused by the same
or related injurious material, act or offense
will be deemed to be caused by one
"occurrence", regardless of the frequency
or repetition thereof, the number and kind
of media used or the number of persons or
organizations making claims or bringing
"suits".

15. "Officer" means a person holding any of the
officer positions created by your charter,
constitution, bylaws or any other similar
governing document.

16. "Personal injury":
a. Means injury, other than "advertising
injury", caused by one or more of the
following offenses:
(1) False arrest, detention or
imprisonment;
(2) Malicious prosecution;
(3) The wrongful eviction from, wrongful
entry into, or invasion of the right of
private occupancy of a room, dwelling
or premises that a person occupies,
provided that the wrongful eviction,
wrongful entry or invasion of the right of
private occupancy is committed by or
on behalf of the owner, landlord or
lessor of that room, dwelling or
premises;
(4) Oral or written publication, including
publication by electronic means, of
material that slanders or libels a person
or organization or disparages a
person's or organization's goods,
products or services, provided that the
claim is made or the "suit" is brought by
a person or organization that claims to
have been slandered or libeled, or that
claims to have had its goods, products
or services disparaged; or
(S) Oral or written publication, including
publication by electronic means, of
material that:
(a) Appropriates a person's name,
voice, photograph or likeness; or
(b) Unreasonably places a person in
a false light.
b. Includes "bodily injury" caused by one or
more of the offenses described in
Paragraph a. above.

17. "Pollutants" mean any solid, liquid, gaseous or
thermal irritant or contaminant, including
smoke, vapor, soot, fumes, acids, alkalis,
chemicals and waste. Waste includes
materials to be recycled, reconditioned or
reclaimed.

18. "Property damage" means:
a. Physical injury to tangible property,
including all resulting loss of use of that
property. All such loss of use will be
deemed to occur at the time of the
physical injury that caused it; or
b. Loss of use of tangible property that is not
physically injured. All such loss of use will
be deemed to occur at the time of the
"occurrence" that caused it.

For the purposes of this insurance, "electronic
data" is not tangible property.

19. "Self-insured retention" is the greater of:
a. The amount shown in the Declarations
which the insured must first pay under
Coverage B for damages because of all
"bodily injury", "property damage",
"personal injury" or "advertising injury"
arising out of any one "occurrence"; or
b. The applicable limit of insurance of any
"other insurance" that applies.

20. "Slogan":
a. Means a phrase that others use for the
purpose of attracting attention in their
advertising.
b. Does not include a phrase used as, or in,
the name of:
(1) Any person or organization other than
you;or
(2) Any business, or any of the premises,
goods, products, services or work, of
any person or organization other than
you.

Page 20 of 22 ends

21. "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.

22. "Title" means the name of a literary or artistic
work.

23. "Unsolicited communication" means any
communication, in any form, that the recipient
of such communication did not specifically
request to receive.

24. "Volunteer worker" means a person who is not
your "employee", and who donates his or her
work and acts at the direction of and within the
scope of duties determined by you, and is not
paid a fee, salary or other compensation by you
or anyone else for their work performed by you.

25. "Your product":
a. Means:
(1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by:
(a) You;
(b) Others trading under your name; or
(c) A person or organization whose
business or assets you have
acquired; and
(2) Containers (other than vehicles),
materials, parts or equipment furnished
in connection with such goods or
products.
b. Includes:
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use
of "your product"; and
(2) The providing of or failure to provide
warnings or instructions.
c. Does not include vending machines or
other property rented to or located for the
use of others but not sold.

26. "Your work":
a. Means:
(1) Work or operations performed by you
or on your behalf; and
(2) Materials, parts or equipment furnished
in connection with such work or
operations.
b. Includes:

UMBRELLA
(1) Warranties or representations made
at any time with respect to the fitness,
quality, durability, performance or use
of "your work"; and
(2) The providing of or failure to provide
warnings or instructions.

C. With respect to Coverage C:

1. "Crisis management advisor" means any
public relations firm or crisis management
firm approved by us that is hired by you to
perform "crisis management services" in
connection with a "crisis management event".

2. "Crisis management event" means an "event"
or "occurrence" that your "executive officer"
reasonably determines has resulted, or may
result, in:
a. Damages covered by this Coverage A or
Coverage B that are in excess of the total
applicable limits of the "underlying
insurance" or "self-insured retention"; and
b. Significant adverse regional or national
media coverage.

3. "Crisis management service expenses"
means amounts incurred by you, after a
"crisis management event" first commences
and before such event ends:
a. For the reasonable and necessary:
(1) Fees and expenses of a "crisis
management advisor'' in the
performance for you of "crisis
management services" solely for a
"crisis management event"; and
(2) Costs for printing, advertising, mailing
of materials or travel by your
directors, officers, employees or
agents or a "crisis management
advisor" solely for a "crisis
management event"; and
b. For the following expenses resulting from
such "crisis management event", provided
that such expenses have been approved
by us:
(1) Medical expenses;
(2) Funeral expenses;
(3) Psychological counseling;
(4) Travel expenses;
(5) Temporary living expenses;
(6) Expenses to secure the scene of a
"crisis management event"; or
(7) Any other expenses pre-approved by
us.

UMBRELLA

4. "Crisis management services" means those
services performed by a "crisis management
advisor" in advising you or minimizing potential
harm to you from a "crisis management event"
by maintaining or restoring public confidence in
you.

5. "Executive officer'' means your:
a. Chief Executive Officer;
b. Chief Operating Officer;
c. Chief Financial Officer;
d. President;
e. General Counsel;
f. General partner (if you are a
partnership); or
g. Sole proprietor (if you are a sole
proprietorship);
or any person acting in the same capacity as
any individual listed above.

Page 22 of 22 ends

Redondo Beach City CouncilApril 19, 2022

Redondo Beach City Council
April 19, 2022