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R-34-24 Approving the Renewal of an Environmental Insurance Policy on Property Leased from the Metropolitan Water Reclamation District of Greater Chicago.3 � TO: Village Board Meeting FROM: Stacy Patrianakos, Administration THROUGH: George Schafer, Village Administrator - 34--,7-q 418 Main Street I Lemont, IL 60439 SUBJECT: A Resolution Approving the Renewal of an Environmental Insurance Policy on Property Leased from the Metropolitan Water Reclamation District of Greater Chicago. DATE: May 13, 2024 SUMMARY/BACKGROUND The Village of Lemont Board of Trustees approved a lease agreement between the Village and the Metropolitan Water Reclamation District (MWRD) of Greater Chicago on November 16, 2000, and amended on October 4, 2012. The Village secured the property for long-range recreational plans. The property is located south of the Chicago Sanitary & Ship Canal, east of the Lemont Heritage Quarry in Lemont, IL and known as Main Channel Parcels 24.05, 25.02 and 25.01. Total leasehold area of 99.50 acres. ANALYSIS A condition of the land -use is the usual MWRD requirement that the Village provide proof of environmental insurance coverage on the leased property. After discussion and analysis there doesn't appear to be any significant environmental issues on the site. However, the insurance is a standard requirement of MWRD's legal department to be in place during the term of the lease to cover any future environmental issues that may arise. The renewal cost of policy including fees: $20,625.00. Consistency with Village Policy STAFF RECOMMENDATION Staff recommends approval of the renewal of three-year insurance policy as it is a more economical cost per year and the term provides necessary insurance coverage for a longer period of time. BOARD ACTION REQUESTED Motion to approve resolution. ATTACHMENTS MWRD_Lease_Insurance_Resolution.pdf 2024.docx Revised - Village-of-Lemont-Beazley-ECLIPSE-Quote-06-May-2024.pdf VILLAGE OF LEMONT RESOLUTION NUMBER R- q-24 A RESOLUTION APPROVING AN ENVIRONMENTAL INSURANCE POLICY ON PROPERTY LEASED FROM THE METROPOLITAN WATER RECLAMATION DISTRICT OF GREATER CHICAGO JOHN EGOFSKE, Village President CHARLENE M. SMOLLEN, Clerk JANELLE KITTRIDGE DA VE MAHER KEN MCCLAFFERTY KE VIN SHA UGHNESS Y RICK SNIEGOWSKI RON STAPLETON Trustees Published in pamphlet form by authority of the Village President and Board of'Prustees of the Village of Lemont on May 13, 2024 RESOLUTION NO. R- -24 A RESOLUTION APPROVING AN ENVIRONMENTAL INSURANCE POLICY ON PROPERTY LEASED FROM THE METROPOLITAN WATER RECLAMATION DISTRICT OF GREATER CHICAGO BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COOK, WILL AND DUPAGE COUNTIES, ILLINOIS, as follows: SECTION 1: A rn oval. The President and Board of Trustees hereby approve an environmental insurance policy on property leased by the Lemont which is owned by the Metropolitan Water Reclamation District (MWRD) of Greater Chicago. The property is located south of the Chicago Sanitary & Ship Canal, east of the Lemont Heritage Quarry in Lemont, IL and known as Main Channel Parcels 24.05, 25.02 and 25.01. Total leasehold area of 99.50 acres. SECTION 2: The Village of Lemont Board of Trustees approved the lease agreement between the Village and the MWRD on August 9, 2021. The Village secured the property for long- range recreational plans. A condition of the land -use is the usual MWRD requirement that the Village provide proof of environmental insurance coverage on the leased property. SECTION 3: A proposal for a three-year environmental insurance policy was submitted by Beazley Insurance Company. The renewal cost of policy including fees: $20,625.00. SECTION 4: Authorization. The Village Board approves the purchase of the three- year environmental insurance policy. Village staff is hereby authorized and directed to secure the required insurance policy pursuant to the lease agreement with the MWRD. SECTION 4: Effective Date. immediately upon its passage. This Resolution shall be in full force and effect PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLGE OF LEMONT, COUNTIES OF COOK, WILL, AND DUPAGE, ILLINOIS, ON THIS DAY OF / 6'i 2024. PRESIDENT AND VILLAGE BOARD MEMBERS: AYES: NAYES Janelle Kittridge Dave Maher Ken McClafferty Kevin Shaughnessy Rick Sniegowski Ron Stapleton ATTEST: CHARLENE M.SMOLLEN Village Clem v 7 � ABSENT: ABSTAIN: JOHN EGOFSKE President EXHIBIT I QUOTE ISSUED: �J 06-May-2024 12:52 PM This Quote will remain in effect until 05-Jun-2024. Victor Insurance Managers Inc. - Houston, TX Ann Ruot 3100 Wilcrest Dr. QUOTE Houston, TX 77042 Renewal of: W2E3613210101 Re: Village of Lemont Beazley ECLIPSE ENVIRO COVERED LOCATION INSURANCE POLICY (SITE ENVIRONMENTAL) Covered Location Pollution Liability Quotation #1 Dear Ann, In accordance with your request for a proposal and based on the information submitted, we are pleased to offer the following quote, subject to receipt, review and written acceptance of the following information: Signed and dated Beazley environmental application. A completed, signed and dated TRIA Endorsement We are a specialist insurer with more than three decades of experience in providing clients with the highest standards of underwriting and claims service worldwide. All our insurance businesses are rated A (Excellent) by A.M. Best. Insurer: Syndicate 3623 at Lloyd's. (Non -Admitted) Policy Form: Beazley ECLIPSE - F00738 102019 ed. First Named Insured: Village of Lemont Address: 418 Main Street Lemont, IL 60439 Policy Period: From: TBD To: TBD Both dates at 12:01 AM Local Time at the First Named Insured's Address This quote is through a surplus lines carrier on whose behalf we are authorized to act. Compliance with applicable laws including filings and payment of taxes and fees is the responsibility of the insured, the insurance agent or insurance broker. If coverage is bound, please advise the license number of the producer making the filing. This quote is strictly conditioned upon no material change in risk occurring between the date of this letter and the inception date of the proposed policy (including but not limited to discovery of any pollution condition, notice of any claim or notice of circumstances which may reasonably be expected to give rise to a claim under any policy of which the policy being proposed by this letter is a renewal or replacement). In the event of such change of risk, the Insurer may in its sole discretion, whether or not this offer has already been accepted by the Insured, modify and/or withdraw this offer. In order to complete the underwriting process, we require that you send us any additional information requested above. We are not required to bind prior to our receipt and underwriting approval of the above information. However, if we do bind coverage prior to such approval, the terms and conditions as indicated could be amended until such receipt and acceptance. Please be advised that if coverage is bound, premium must be remitted by the due date on the invoice. QUOTESLENV2019 Page 1 of 4 INSURED: Village of Lemont This quote will remain in effect until 05-Jun-2024. 1-Year: $15,000 + $525 (surplus lines tax 3.5%) + $12 (filing fee .08%) _ $15,537 3-Year: $19,912 + $697 (surplus lines tax 3.5%) + $16 (filing fee .08%) _ $20,625 Each Pollution Condition Limit Aggregate Limit for the Policy Period Each Pollution Condition Deductible Premium Term (Years) $4,000,000 $4,000,000 $25,000 $15,000 1 $4,000,000 $4,000,000 $25,000 $19,912 3 Policyholder Disclosure Notice of Terrorism Insurance Coverage (Endorsement Attached): This policy provides coverage for loss arising out of "Certified Acts of Terrorism", as that term is defined in The Terrorism Risk Insurance Act of 2002, as amended. This optional coverage may be elected at an additional charge at the time of binding as outlined in the Terms and Conditions. If this coverage is elected, an additional premium will be charged and an endorsement providing this coverage will be added to the policy. If this coverage is rejected, an endorsement rejecting this coverage will be added to the policy. Coverage Coverage Provided? I.A.1. New Pollution Conditions - (BI/PD and Cleanup) Yes I.A.2. New Pollution Conditions - 1st Party Discovery Yes I.B.I. Existing Pollution Conditions - (BI/PD and Cleanup) Yes 1.B.2. Existing Pollution Conditions - 1 st Party Discovery Yes I.C. Transportation Yes I.D. Non -Owned Location Yes I.E. Crisis and Reputation Management Expense Yes I.F. Business Interruption Costs Yes Terms and Conditions: Period of Restoration: 365 Days I.F. Deductible Period: 5 Days Retroactive Date - I.B.: Specific Date: 15-Jul-2017 Retroactive Date - I.C.: Specific Date: 15-Jul-2017 Retroactive Date - I.D.: Specific Date: 15-Jul-2017 Additional Claims Expenses Limit: $250,000 Crisis and Reputation Expenses Coverage Each Pollution Condition Sublimit: $250,000 Length of Optional Extension Period: 36 Months Premium for Optional Extension Period: 200% of the premium for the Policy Period TRIA - (if elected): 3% (not included in quoted Premium) Choice of Law: New York QUOTESLENV2019 Page 3 of 4 INSURED: Village of Lemont This quote will remain in effect until 05-Jun-2024. Scheduled Covered Location(s): This quote provides coverage for the following scheduled Covered Location(s): Approximately 99.5 acres of in or around Village IL Undeveloped vacant land vacant land consisting of: 1) of Lemont approximately 85 acres commonly known as District Main Channel Atlas Parcels No. 24.05 (Lat 41.685380/1-ong -87.977228); and 25.02 (Lat 41.688008/1-ong-87.966757) located south and adjacent to the Chicago Sanitary and Ship Canal, east of Consumer's Quarry (a/k/a Turning Basin) and 2) approximately 14.50 acres know as Main Channel Parcel 25.01 (Lat 41.691630/Long-87.959375). Endorsements Effective At Inception: 1. SCHEDULE Lloyd's Security Schedule 2. NMA 2868 (Env) Lloyd's Certificate 3. NMA1256 Nuclear Incident Exclusion Clause -Liability -Direct (Broad) (U.S.A.) 4. NMA1477 Radioactive Contamination Exclusion Clause -Liability -Direct (U.S.A.) 5. NMA2918 War and Terrorism Exclusion Endorsement 6. E06694 082020 ed. U.S. Terrorism Risk Insurance Act of 2002 As Amended - Not Purchased Clause 7. E06671 082020 ed. Policyholder Disclosure Notice of Terrorism Insurance Coverage 8. E14455 122020 ed. Cyber Acts Clarification Endorsement 9. E12412 012019 ed. Minimum Earned Premium 10. E13659 012020 ed. Microbial Matter Exclusion 11. E12462 012019 ed. Additional Insured QUOTESLENV2019 Page 4 of 4 Effective date of this Endorsement: 06-May-2024 This Endorsement is attached to and forms a part of Policy Number: LLOYD'S SECURITY SCHEDULE Syndicate 3623 100% ALL OTHER TERMS, conditions and limitations of said Certificate shall remain unchanged. Schedule Page 1 of 1 012024 ed. CERTIFICATE PROVISIONS Lloyd's Insurance This Insurance is effected with certain Underwriters at Lloyd's, London. This Certificate is issued in accordance with the limited authorization granted to the Correspondent by certain Underwriters at Lloyd's, London whose syndicate numbers and the proportions underwritten by them can be ascertained from the office of the said Correspondent (such Underwriters being hereinafter called "Underwriters") and in consideration of the premium specified herein, Underwriters hereby bind themselves severally and - not jointly, each for his own part and not one for another, their Executors and Administrators. The Assured is requested to read this Certificate, and if it is not correct, return it immediately to the Correspondent for appropriate alteration. All inquiries regarding this Certificate should be addressed to the following Correspondent: SLC-3 (USA) NMA2868 (24/08/00) Printed by the Corporation of Lloyd's. NMA 2868 (Env) Page 1 of 2 1. Signature Required. This Certificate shall not be valid unless signed by the Correspondent on the attached Declaration Page. 2. Correspondent Not Underwriters. The Correspondent is not an Underwriter hereunder and neither is nor shall be liable for any loss or claim whatsoever. The Underwriters hereunder are those Underwriters at Lloyd's, London whose syndicate numbers can be ascertained as hereinbefore set forth. As used in this Certificate "Underwriters" shall be deemed to include incorporated as well as unincorporated persons or entities that are Underwriters at Lloyd's, London. 3. Cancellation. If this Certificate provides for cancellation and this Certificate is cancelled after the inception date, earned premium must be paid for the time the insurance has been in force. 4. Assignment. This Certificate shall not be assigned either in whole or in part without the written consent of the Correspondent endorsed hereon. 5. Attached Conditions Incorporated. This Certificate is made and accepted subject to all the provisions, conditions and warranties set forth herein, attached or endorsed, all of which are to be considered as incorporated herein. 6. It is hereby understood and agreed that wherever the word 'Policy' appears herein it shall be deemed to read `Certificate.' NMA 2868 (Env) Page 2 of 2 Effective date of this Endorsement: 06-May-2024 This Endorsement is attached to and forms a part of Policy Number: NUCLEAR INCIDENT EXCLUSION CLAUSE -LIABILITY -DIRECT (BROAD) (U.S.A.) BEAZLEY ECLIPSE For attachment to insurances of the following classifications in the U.S.A., its Territories and Possessions, Puerto Rico and the Canal Zone: Owners, Landlords and Tenants Liability, Contractual Liability, Elevator Liability, Owners or Contractors (including railroad) Protective Liability, Manufacturers and Contractors Liability, Product Liability, Professional and Malpractice Liability, Storekeepers Liability, Garage Liability, Automobile Liability (including Massachusetts Motor Vehicle or Garage Liability), not being insurances of the classifications to which the Nuclear Incident Exclusion Clause - Liability -Direct (Limited) applies. This Policy* does not apply: Under any Liability Coverage, to injury, sickness, disease, death or destruction: (a) with respect to which an insured under the Policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, `or'(2) the insured is, or had this Policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. Under any Medical Payments Coverage, or under any Supplementary Payments Provision relating to immediate medical or surgical relief, to expenses incurred with respect to bodily injury, sickness, disease or death resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. III. Under any Liability Coverage, to injury, sickness, disease, death or destruction resulting from the hazardous properties of nuclear material, if: (a) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an insured or (2) has been discharged or dispersed therefrom; (b) the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (c) the injury, sickness, disease, death or destruction arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or 17/3/60 Page 1 of 2 NMA1256 possessions or Canada, this exclusion (c) applies only to injury to or destruction of property at such nuclear facility. IV. As used in this endorsement: "hazardous properties" include radioactive, toxic or explosive properties; "nuclear material" means source material, special nuclear material or by-product material; "source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; "waste" means any waste material (1) containing by-product material and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or (b) thereof; "nuclear facility" means: (a) any nuclear reactor, (b) any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste, (c) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. With respect to injury to or destruction of property, the word "injury" or "destruction" includes all forms of radioactive contamination of property. It is understood and agreed that, except as specifically provided in the foregoing to the contrary, this clause is subject to the terms, exclusions, conditions and limitations of the Policy to which it is attached. * NOTE: As respects policies which afford liability coverages and other forms of coverage in addition, the words underlined should be amended to designate the liability coverage to which this clause is to apply. 17/3/60 Page 2 of 2 NMA1256 Effective date of this Endorsement: 06-May-2024 This Endorsement is attached to and forms a part of Policy Number: RADIOACTIVE CONTAMINATION EXCLUSION CLAUSE -LIABILITY -DIRECT (U.S.A.) For attachment (in addition to the appropriate Nuclear Incident Exclusion Clause -Liability -Direct) to liability insurances affording worldwide coverage. In relation to liability arising outside the U.S.A., its Territories or Possessions, Puerto Rico or the Canal Zone, this Policy does not cover any liability of whatsoever nature directly or indirectly caused by or contributed to by or arising from ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel. 13/2/64 Page 1 of 1 NMA1477 Effective date of this Endorsement: 06-May-2024 This Endorsement is attached to and forms a part of Policy Number: WAR AND TERRORISM EXCLUSION ENDORSEMENT Notwithstanding any provision to the contrary within this insurance or any endorsement thereto it is agreed that this insurance excludes loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any of the following regardless of any other cause or event contributing concurrently or in any other sequence to the loss; war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war be declared or not), civil war, rebellion, revolution, insurrection, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power; or 2. any act of terrorism. For the purpose of this endorsement an act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organisation(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear. This endorsement also excludes loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any action taken in controlling, preventing, suppressing or in any way relating to 1 and/or 2 above. If the Underwriters allege that by reason of this exclusion, any loss, damage, cost or expense is not covered by this insurance the burden of proving the contrary shall be upon the Assured. In the event any portion of this endorsement is found to be invalid or unenforceable, the remainder shall remain in full force and effect. 08/10/01 Page 1 of 1 NMA2918 Effective date of this Endorsement: 06-May-2024 This Endorsement is attached to and forms a part of Policy Number: Syndicate 3623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters" U.S. TERRORISM RISK INSURANCE ACT OF 2002 AS AMENDED NOT PURCHASED CLAUSE This endorsement modifies insurance provided under the following: BEAZLEY ECLIPSE This Clause is issued in accordance with the terms and conditions of the "U.S. Terrorism Risk Insurance Act of 2002" as amended as summarized in the disclosure notice. It is hereby noted that the Underwriters have made available coverage for any amounts insured by this Insurance directly resulting from an "act of terrorism" as defined in the "U.S. Terrorism Risk Insurance Act of 2002", as amended ("TRIA") and the Insured has declined or not confirmed to purchase this coverage. This Insurance therefore affords no coverage for any amounts insured by this Insurance directly resulting from any "act of terrorism" as defined in TRIA except to the extent, if any, otherwise provided by this policy. All other terms, conditions, insured coverage and exclusions of this Insurance including applicable limits and deductibles remain unchanged and apply in full force and effect to the coverage provided by this Insurance. All other terms, exclusions and conditions of the policy remain unchanged. (LMA 5390) J Authorized Represen ative E06694 Pagel of 1 082020 ed. POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE You are hereby notified that under the Terrorism Risk Insurance Act of 2002, as amended ("TRIA"), that you now have a right to purchase insurance coverage for losses arising out of acts of terrorism, as defined in Section 102(1) of the Act, as amended: The term "act of terrorism" means any act that is certified by the Secretary of the Treasury, in consultation with the Secretary of Homeland Security and the Attorney General of the United States, to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of an air carrier or vessel or the premises of a United States mission; and to have been committed by an individual or individuals, as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. Any coverage you purchase for "acts of terrorism" shall expire at 12:00 midnight December 31, 2027, the date on which the TRIA Program is scheduled to terminate, or the expiry date of the policy whichever occurs first, and shall not cover any losses or events which arise after the earlier of these dates. YOU SHOULD KNOW THAT COVERAGE PROVIDED BY THIS POLICY FOR LOSSES CAUSED BY CERTIFIED ACTS OF TERRORISM IS PARTIALLY REIMBURSED BY THE UNITED STATES UNDER A FORMULA ESTABLISHED BY FEDERAL LAW. HOWEVER, YOUR POLICY MAY CONTAIN OTHER EXCLUSIONS WHICH MIGHT AFFECT YOUR COVERAGE, SUCH AS AN EXCLUSION FOR NUCLEAR EVENTS. UNDER THIS FORMULA, THE UNITED STATES PAYS 80%; OF COVERED TERRORISM LOSSES EXCEEDING THE STATUTORILY ESTABLISHED DEDUCTIBLE PAID BY THE INSURER(S) PROVIDING THE COVERAGE. YOU SHOULD ALSO KNOW THAT THE TERRORISM RISK INSURANCE ACT, AS AMENDED, CONTAINS A USD100 BILLION CAP THAT LIMITS U.S. GOVERNMENT REIMBURSEMENT AS WELL AS INSURERS' LIABILITY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM WHEN THE AMOUNT OF SUCH LOSSES IN ANY ONE CALENDAR YEAR EXCEEDS USD100 BILLION. IF THE AGGREGATE INSURED LOSSES FOR ALL INSURERS EXCEED USD100 BILLION, YOUR COVERAGE MAY BE REDUCED. THE PREMIUM CHARGED FOR THIS COVERAGE IS PROVIDED BELOW AND DOES NOT INCLUDE ANY CHARGES FOR THE PORTION OF LOSS COVERED BY THE FEDERAL GOVERNMENT UNDER THE ACT. I hereby elect to purchase coverage for acts of terrorism for a prospective premium of. I hereby elect to have coverage for acts of terrorism excluded from my policy. I understand that I will have no coverage for losses arising from acts of terrorism. Policyholder/Applicant's Signature Print Name Date (LMA 9184) Policy Number E06671 Page 1 of 1 082020 ed. Effective date of this Endorsement: 06-May-2024 This Endorsement is attached to and forms a part of Policy Number: Syndicate 3623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters" CYBER ACTS CLARIFICATION ENDORSEMENT This endorsement modifies insurance provided under the following: BEAZLEY ECLIPSE It is hereby understood and agreed that this Policy does not contain a specific exclusion for cyber acts or cyber incidents. Subject to all the terms and conditions of this Policy, coverage shall be provided under this Policy for any Pollution Condition in connection with a cyber act or cyber incident, whether involving malicious or non - malicious events. Nothing in this Endorsement creates coverage not otherwise provided under this Policy /UgR �� Authorized RepresenfAtive E14455 Page 1 of 1 122020 ed. Effective date of this Endorsement: 06-May-2024 This Endorsement is attached to and forms a part of Policy Number: Syndicate 3623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters" MINIMUM EARNED PREMIUM This endorsement modifies insurance provided under the following: BEAZLEY ECLIPSE In consideration of the premium charged for this Policy, it is hereby understood and agreed that in the event of cancellation pursuant to Cause XV. CANCELLATION, this Policy shall be subject to a minimum earned premium pursuant to the schedule below: 25% at the Inception Date of the Policy; 100% at the end of Year 1 All percentages above are percentages of the amount shown in Item 5. of the Declarations. However, in the event a Claim or a Pollution Condition has been reported to the Underwriters pursuant to the terms of this Policy, then the Policy will be subject to a minimum earned premium of 100% at the Inception Date of the Policy. All other terms and conditions of this Policy remain unchanged. Authorized Represen ative E12412 Page 1 of 1 012019 ed. Effective date of this Endorsement: 06-May-2024 This Endorsement is attached to and forms a part of Policy Number: Syndicate 3623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters" MICROBIAL MATTER EXCLUSION This endorsement modifies insurance provided under the following: BEAZLEY ECLIPSE In consideration of the premium charged for the Policy, it is hereby understood and agreed that: 1. The following is added to Clause VI. EXCLUSIONS: Microbial Matter arising out of or resulting from the existence, exposure to, required removal or abatement of any Microbial Matter, regardless of the cause of such Microbial Matter. 2. The words Microbial Matter are deemed deleted from Clause III. DEFINITIONS, G. "Cleanup Costs", O. "Indoor Air Quality Clean -Up Standards" and Z. "Pollution Condition". All other terms and conditions of this Policy remain unchanged. Authorized Represen tive E13659 Pagel of 1 012020 ed. Effective date of this Endorsement: 06-May-2024 This Endorsement is attached to and forms a part of Policy Number: Syndicate 3623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters" ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BEAZLEY ECLIPSE In consideration of the premium charged for the Policy, it is hereby understood and agreed that Clause III. DEFINITIONS, P. "Insured" is amended to include the following person(s) or entity(ies): The Metropolitan Water Reclamation District of Greater Chicago, its Commissioners, officers, agents, and employees but only: 1. to the extent of liability arising out of the Named Insured's ownership, operation, maintenance or use of a Covered Location not otherwise excluded under this Policy, and excluding any liability arising from any act, error, omission or negligence of the entity(ies) scheduled under this Endorsement; and 2. if the entity(ies) scheduled under this Endorsement is/are named in a Claim as a co-defendant with the Named Insured, alleging that such entity(ies) is/are liable on the basis described in paragraph 1. above. All other terms and conditions of this Policy remain unchanged. Authorized Represen ative E12462 Page 1 of 1 012019 ed. BEAZLEY ECLIPSE ENVIRO COVERED LOCATION INSURANCE POLICY (SITE ENVIRONMENTAL) NOTICE: This Policy provides coverage on a Discovery and/or Claims Made and Reported Basis and the payment of Claims Expenses reduces the applicable Limits of Liability. Please review the coverage afforded under this Insurance Policy (hereinafter referred to as the "Policy" or "Insurance") carefully and discuss the coverage hereunder with your insurance agent or broker. In consideration of the payment of the premium and reliance upon the statements in the Application, which is deemed a part of this Insurance Policy and subject to the Limit of Liability, Deductible, Exclusions, conditions and other terms of this Insurance, the Underwriters agree with the First Named Insured as follows: INSURING CLAUSE THE FOLLOWING COVERAGES ARE IN EFFECT ONLY IF INDICATED WITH A "YES" IN ITEM 13. OF THE DECLARATIONS. A. Covered Location Pollution Liability Coverage - New Pollution Conditions To pay on behalf of the Insured: Cleanup Costs, Damages and Claims Expenses, in excess of the Deductible, which the Insured shall become legally obligated to pay because of a Claim for a Pollution Condition first made against the Insured and reported in writing to the Underwriters during the Policy Period; or within the Extended Reporting Period, if applicable; and/or 2. Cleanup Costs, in excess of the Deductible, because of a Pollution Condition first discovered by the Insured and reported in writing to the Underwriters during the Policy Period; or within the Extended Reporting Period, if applicable; provided that, such Pollution Condition: a. first commenced on or after the Inception Date stated in Item 2. of the Declarations and before the end of the Policy Period; and b. is on, at, under or migrated from a Covered Location. F00738 Page 1 of 24 102019 ed. B. Covered Location Pollution Liability Coverage - Existing Pollution Conditions To pay on behalf of the Insured: Cleanup Costs, Damages and Claims Expenses, in excess of the Deductible which the Insured shall become legally obligated to pay because of a Claim for a Pollution Condition first made against the Insured and reported in writing to the Underwriters during the Policy Period; or within the Extended Reporting Period, if applicable; and/or Cleanup Costs, in excess of the Deductible, because of a Pollution Condition first discovered by the Insured and reported in writing to the Underwriters during the Policy Period; or within the Extended Reporting Period, if applicable; provided that, such Pollution Condition: a. first commenced on or after the Retroactive Date, if any, set forth in Item 6.(a) of the Declarations and before the Inception Date stated in Item 2. of the Declarations; and b. is on, at, under or migrated from a Covered Location. C. Transportation Pollution Liability Coverage To pay on behalf of the Insured: Cleanup Costs, Damages and Claims Expenses, in excess of the Deductible, which the Insured shall become legally obligated to pay because of a Claim for a Pollution Condition first made against the Insured and reported in writing to the Underwriters during the Policy Period, or within the Extended Reporting Period, if applicable, wholly occurring during and resulting solely from Transportation; provided that such Pollution Condition first commenced on or after the Retroactive Date set forth in Item 6.(b) of the Declarations and before the end of the Policy Period. This Insuring Clause shall not be utilized to evidence financial responsibility of any Insured under any federal, state, provincial or local law. D. Non -Owned Location Pollution Liability Coverage To pay on behalf of the Insured: Cleanup Costs, Damages and Claims Expenses, in excess of the Deductible, which the Insured shall become legally obligated to pay because of a Claim for a Pollution Condition first made against the Insured and reported in writing to the Underwriters during the Policy Period, or within the Extended Reporting Period, if applicable, provided that such Pollution Condition: first commenced on or after the Retroactive Date stated in Item 6.(c) of the Declarations and before the end of the Policy Period; and 2. is on, at, under or migrated from a Non -Owned Location. F00738 Page 2 of 24 102019 ed. E. Crisis and Reputation Management Expenses Coverage To pay the Named Insured Crisis Management Expenses and/or Reputation Management Expenses in excess of the Deductible because of a Pollution Condition that is on, at, under or migrated from a Covered Location that: is the subject of material adverse regional or national news media coverage for the Named Insured; results in Cleanup Costs and/or Damages for a Pollution Condition that is reported to the Underwriters and covered under Insuring Clause LA or 1.13 of the Policy; and 3. the Crisis Management Expenses and/or Reputation Management Expenses are reported, in writing, to the Underwriters during the Policy Period and within seventy-two (72) hours after the Named Insured incurs or assumes Reputation Management Expenses and/or Crisis Management Expenses during the Policy Period. In the event that Crisis Management Expenses and/or Reputation Management Expenses are caused by a Pollution Condition and some other cause(s), the Underwriters shall only provide coverage for that portion of Crisis Management Expenses and/or Reputation Management Expenses caused solely by the Pollution Condition. F. Business Interruption Costs Coverage To pay the Named Insured Business Interruption Costs caused directly by a Pollution Condition on, at or under a Covered Location, provided that: such Pollution Condition results in Cleanup Costs covered under Insuring Clause LA or LB of this Policy; and the Business Interruption Costs are reported, in writing, to the Underwriters during the Policy Period. In the event that Business Interruption Costs are caused by a Pollution Condition and some other cause(s), the Underwriters shall only provide coverage for that portion of Business Interruption Costs caused solely by the Pollution Condition. II. SUPPLEMENTARY PAYMENTS Supplementary Payments made under this Clause are not subject to the Deductible set forth in Item 4. of the Declarations and are payable by the Underwriters in addition to the Limits of Liability as set forth in Clause VII. Defendants Reimbursement Upon the Underwriters' request, the Insured shall attend mediation meetings, arbitration proceedings, hearings, depositions and trials relative to the defense of a Claim. Beginning on the fourth day of attendance, the Underwriters shall reimburse the Insured, upon written request, for actual loss of earnings and reasonable expenses that result from such attendance. The maximum aggregate amount that the Underwriters shall reimburse is $500 total per day for all Insureds, subject to a maximum aggregate amount of $10,000 for each Claim. F00738 Page 3 of 24 102019 ed. Ill. DEFINITIONS Wherever used in this Policy in bold face type, the following definitions shall apply. A. "Application" means all signed applications, including all attachments and other materials submitted therewith or incorporated therein, and any other such documents submitted prior to the date the Policy, or as applicable, a post binding Covered Location, was bound, in connection with the underwriting of this Policy, including any endorsement or other part thereof, or any other policy issued by the Underwriters, of which this Policy is a renewal, replacement or which it succeeds in time. B. "Bodily Injury" means physical injury, sickness or disease, including death resulting therefrom, and any accompanying mental anguish, emotional distress or shock sustained by any person. C. "Business Interruption Costs" means the sum of the following: 1. the Named Insured's net income, which is calculated as net profit, if any, that would have been earned before taxes (or if there is a net loss before taxes, the net loss is deducted); 2. the Named Insured's continuing normal operating expenses incurred excluding payroll not deducted in 1. above; 3. Extra Expense; and 4. Rental Value due to the reasonable and necessary suspension of the Named Insured's business operations during the Period of Restoration at a Covered Location. These sums will be reduced to the extent that the Named Insured can resume business operations, in whole or in part, at the Covered Location, or by making use of other location(s). Business Interruption Costs shall not include any costs associated with: 1) costs incurred as a result of unfavorable business conditions, 2) loss of market or any other consequential loss, 3) costs associated with crisis management or reputational damage, 4) revoked or modified licenses, permits or, similar types of authorizations from a governmental agency, 5) legal costs or legal expenses, or 6) any costs associated with preventing any Pollution Condition. D. "Cargo" means waste, materials, goods or products transported by automobile, aircraft, watercraft or rolling stock for delivery by a Named Insured, or a third party carrier on the Named Insured's behalf, provided that the Named Insured or third party carrier is properly licensed to transport such waste, materials, goods or products. E. "Claim" means: a written demand received by an Insured for money or services or alleging liability or responsibility, including, but not limited to, the service of suit or institution of arbitration proceedings; or 2. a court or government agency order or government or regulatory action filed against the Insured. F00738 Page 4 of 24 102019 ed. F. "Claims Expenses" means: 1. reasonable and necessary fees charged by an attorney designated or consented to by the Underwriters, such consent not to be unreasonably withheld or delayed; 2. all other fees, costs and expenses resulting from the investigation, adjustment, defense and appeal of a Claim arising in connection therewith, if incurred by the Underwriters, or by the Insured with the prior written consent of the Underwriters, such consent not to be unreasonably withheld or delayed; and premiums for appeal bonds for judgments or bonds to release property used to secure a legal obligation, if required for a Claim against any Insured for a Pollution Condition to which this Insurance applies, provided, however, that the Underwriters shall have no obligation to appeal the underlying judgment or to obtain such bonds. Except as set forth in Clause II., Claims Expenses do not include any goods supplied or services performed by the staff or salaried employees of the Insured in connection with the investigation, adjustment, defense or appeal of a Claim noticed under this Insurance or in connection with the investigation or remediation of a Pollution Condition. G. "Cleanup Costs" means: reasonable and necessary costs, charges and expenses incurred (if by an Insured, then only with the prior written consent of the Underwriters, such consent not to be unreasonably withheld or delayed) in the investigation, assessment, removal, disposal, containment, treatment, remediation (including the associated testing and monitoring) or neutralization of a Pollution Condition, to the extent required by Environmental Laws, required by a Licensed Site Professional or required to satisfy the Insured's obligations under a federal or state voluntary cleanup program, or with respect to Microbial Matter, methamphetamines or other chemicals associated with methamphetamine laboratories, and legionella pneumophilia, reasonable and necessary costs, charges and expenses required by Indoor Air Quality Clean - Up Standards; 2. payments for civil fines, civil penalties, punitive damages, exemplary damages or any damages which are a multiple of compensatory damages, to the extent insurable by law, but only in connection with a Claim for Cleanup Costs covered under subparagraph 1. above; 3. reasonable and necessary fees charged by an attorney designated or consented to by the Underwriters, such consent not to be unreasonably withheld or delayed, incurred in connection with any such Cleanup Costs; 4. reasonable and necessary Restoration Costs; and 5. reasonable and necessary expenses incurred to respond to an imminent and substantial endangerment to the public health or welfare or to the environment because of a Pollution Condition; provided that, the Named Insured shall forward written notice to the Underwriters of any action taken and expense incurred pursuant to this section as soon as practicable, but in no event later than seventy-two (72) hours after any such Cleanup Costs have been incurred or assumed. F00738 Page 5 of 24 102019 ed. H. "Covered Location" means any location specified in Item 9. of the Declarations or in a Covered Location Endorsement attached to this Policy. "Crisis Management Expenses" means the following reasonable fees, costs, charges and expenses of a qualified and licensed crisis management firm incurred by the Named Insured during a Period of Crisis for: 1. medical expenses; 2. funeral expenses; 3. psychological counseling; 4. travel expenses; 5. temporary living expenses; and 6. security expenses; Crisis Management Expenses do not include Reputation Management Expenses, Damages, Cleanup Costs, Business Interruption Costs or any Claims Expenses. "Damages" means a monetary judgment, award or settlement of compensatory damages, including any pre -judgment and/or post -judgment interest thereon, incurred for Property Damage and/or Bodily Injury, including any required medical monitoring when accompanied by such Bodily Injury. The term Damages shall not include or mean: 1. taxes or loss of tax benefits; 2. criminal fines, sanctions or criminal penalties assessed against the Insured; 3. civil fines, civil penalties punitive damages, exemplary damages or any damages which are a multiple of compensatory damages assessed against the Insured, unless insurable by law and assessed in connection with a Claim for Property Damage and/or Bodily Injury; 4. liquidated damages; 5. any amounts for which the Insured is not liable, or for which there is no legal recourse against the Insured; 6. matters deemed uninsurable under the law pursuant to which this Policy is construed; or 7. goods supplied or services performed by the staff or salaried employees of the Insured in connection with the investigation, adjustment, defense or appeal of any Claim noticed under this Insurance or in connection with the investigation or remediation of a Pollution Condition, without the prior written consent of the Underwriters and in accordance with Clause Il. K. "Engineering Controls" means physical modifications to a Covered Location to reduce or eliminate the potential for exposure to Pollution Conditions. "Environmental Laws" means any federal, state, provincial or local laws, including but not limited to statutes, rules, regulations, ordinances, guidance documents, and governmental, judicial or administrative orders and directives that are applicable to Pollution Conditions to which this Insurance applies. F00738 Page 6 of 24 102019 ed. M. "Extra Expense" means the reasonable and necessary expenses incurred by the Named Insured, over and above the Named Insured's continuing normal operating expenses, during the Period of Restoration, that the Named Insured would not have incurred had there been no suspension of business operations, provided that the expenses are incurred to avoid or minimize the suspension of business and to continue business operations: at the Covered Location, or at replacement or temporary location(s), including: i. relocation expenses; and ii. cost to equip and operate the replacement or temporary location(s). Extra Expense shall be reduced by any salvage value of property obtained for temporary use during the Period of Restoration that remains after resumption of normal business operations. Extra Expense shall not include any amounts associated with: 1) costs, fees or expenses incurred as a result of unfavorable business conditions, 2) loss of market or any other consequential loss, 3) crisis management or reputational damage, 4) revoked or modified licenses, permits or, similar types of authorizations from a governmental agency, 5) legal and accounting costs, fees or expenses, including but not limited to any such amounts incurred in connection with defending or pursuing any litigation or in preparation for any litigation, 6) interest, including but not limited to the interest on money borrowed to finance any construction; 7) taxes, including but not limited to realty taxes and other, similar assessments; 8) advertising and promotional costs, fees or expenses; and 9) commissions and any other costs, fees or expenses resulting from the renegotiation of leases; 10) costs arising from any delay, lost opportunity, or additional overhead incurred by the contractor, 11) architect, engineering, design and consultant costs, fees and expenses and/or 12) preventing any Pollution Condition. Subject to the terms and conditions of this Policy, the Underwriters will pay no more for Extra Expense than the percentage shown below multiplied by the Limit of Liability stated in Item 3(a) of the Declarations. If the Period of Restoration is: 1. 30 days or less, the percentage applied to the Limit of Liability shall be 40%. 2. 31-60 days, the percentage applied to the Limit of Liability shall be 80%. 3. 61 days or more, the percentage applied to the Limit of Liability shall be 100%. N. "First Named Insured" means the person or entity specified in Item 1. of the Declarations. O. "Indoor Air Quality Clean -Up Standards" means standards for the investigation and remediation of Microbial Matter, methamphetamines or other chemicals associated with methamphetamine laboratories, and legionella pneumophilia, imposed by a federal, state, local or provincial governmental authority pursuant to a law or regulation governing the investigation and remediation of Microbial Matter, methamphetamines or other chemicals associated with methamphetamine laboratories and/or legionella pneumophilia. If no standards have been imposed by such authority, then the standards for investigation and remediation shall be those necessary to protect human health at the Covered Location which shall be determined as follows: With respect to Microbial Matter, methamphetamines or other chemicals associated with methamphetamine laboratories, by a Certified Industrial F00738 Page 7 of 24 102019 ed. Hygienist, or similarly qualified health and safety professional, retained with the prior written consent of the Underwriters and experienced in performing investigation and remediation of Microbial Matter, methamphetamines or other chemicals associated with methamphetamine laboratories. 2. With respect to legionella pneumophilia, to the extent required in writing by the Centers for Disease Control or local health department. The applicable standards shall be those which applied to the use of the Covered Location identified by the Insured in the statements and information contained in the Application submitted to the Underwriters prior to the date the Policy is bound, or prior to adding such locations as a Covered Location specified in Item 9 of the Declarations. P. "Insured" means: 1. the Named Insured; 2. any other entity added as an additional Insured by Endorsement to the policy; 3. a present or former director or officer, or, in the case of a limited liability company, a member or manager of the Named Insured, but only with respect to the performance of his or her duties as such on behalf of the Named Insured; 4. a present or former employee of the Named Insured, but only for work done while acting within the scope of his or her employment and related to the conduct of the Named Insured's business; 5. a present or former principal if the Named Insured is a sole proprietorship, or a partner if the Named Insured is a partnership, but only with respect to the performance of his or her duties as such on behalf of the Named Insured; and 6. the estate, heirs, executors, administrators, assigns and legal representatives of any Insured in the event of such Insured's death, incapacity, insolvency or bankruptcy, but only to the extent that such Insured would otherwise be entitled to coverage under this Insurance. Q. "Institutional Controls" means legal and administrative restrictions on the use of or access to a Covered Location, which are designed to reduce or eliminate the potential for exposure to Pollution Conditions. R. "Licensed Site Professional" means a licensed environmental scientist or engineer that is in good standing with, and acting under the authority of federal, state, provincial or local laws for the purpose of addressing Pollution Conditions at a Covered Location. S. "Material Change in Use" means any change in use or operations at a Covered Location from the use or operations identified by the Insured: in the Application submitted to the Underwriters prior to the date the Policy was bound, or 2. prior to adding such location as a Covered Location specified in Item 9. of the Declarations F00738 Page 8 of 24 102019 ed. that materially increases the likelihood or severity of a Pollution Condition, or results in the imposition of more stringent remediation standards than those applicable to the Covered Location as of the date the Policy was bound or the date the Covered Location was added to the Policy, whichever is later. T. "Microbial Matter" means fungi, mold or mildew. U. "Named Insured" means: the First Named Insured; 2. any other entity added as an additional Named Insured by endorsement to the policy; and 3. any corporations, partnerships, companies or other entities which, at the Inception Date of the Policy, or for such time during the Policy Period, the First Named Insured has at least 50% ownership interest, but solely with respect to liability arising out of the ownership, operation, maintenance or use of a Covered Location. V. "Natural Resource Damage" means physical injury to, or destruction of, and the resulting loss of use and loss of value (and the cost for assessment and replacement as a result of such injury, destruction or loss required by law to restore the natural resources to their baseline conditions as they existed immediately prior to the Pollution Condition) of land, fish, wildlife, biota, air, water, groundwater, drinking water supplies, and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States (including the resources of the fishery conservation zone established by the Magnuson -Stevens Fishery Conservation and Management Act, 16 U.S.C. 1801 et. seq.), any state, local or provincial government, any foreign government, any Native American Tribe or if such resources are subject to a trust restriction on alienation, any member of a Native American Tribe. W. "Non -Owned Location" means any location in the United States, its territories or possessions, which is not managed, operated, owned or leased by any Insured or an affiliate of any Insured and is used by an Insured: 1. for the storage, warehousing or distribution of goods or products owned by an Insured and which originate from a Covered Location, or 2. for the treatment, storage or disposal of waste or materials generated at a Covered Location, provided that such location: a. is properly permitted and/or licensed by the applicable federal, state, local or provincial authorities to accept such waste or materials as of the date the waste or materials are treated, stored or disposed of at such location; and b. is not listed on a proposed or final Federal National Priorities List and/or any state or provincial equivalent National Priority List, Superfund or Hazardous Waste List prior to the treatment, storage or disposal of the waste or material at such location; and C. is not owned or operated by a bankrupt or financially insolvent entity as of the date the waste or materials are treated, stored or disposed of at such location. F00738 Page 9 of 24 102019 ed. X. "Period of Restoration" means the period of time that begins after the Deductible Period set forth in Item 4.(b) of the Declarations and ends with the earliest of: 1. the date the Named Insured may reasonably resume its normal business operations at the Covered Location; 2. the date the Named Insured should have resumed its normal business operations at the Covered Location had it used reasonable skill, speed, and effort to do so; 3. the date the Named Insured may reasonably resume its normal business operations at a new location; or 4. when the number of days shown in Item 3.(e) Period of Restoration Sublimit have elapsed. The Period of Restoration does not include any delay in time caused by the interference by a Named Insured with restoring the property or with the resumption or continuation of business operations. The expiration date of this Policy will not reduce the Period of Restoration, nor shall the Extended Reporting Period extend it. Y. "Policy Period" means the period of time between the Inception Date stated in Item 2. of the Declarations and earlier of the Expiration Date stated in Item 2. of the Declarations, or any termination, expiration or cancellation of this Insurance, if applicable, and specifically excludes any Extended Reporting Period or any prior policy period or renewal period. Z. "Pollution Condition" means the actual or alleged discharge, dispersal, release, escape, migration, seepage, or illicit abandonment on or after the Inception Date shown in Item 2. of the Declarations, by a third party without an Insured's consent, of any solid, liquid, gaseous or thermal irritant, contaminant or pollutant, including but not limited to, smoke, vapors, soot, fumes, acids, alkalis, chemicals, toxic or hazardous substances, waste materials, including medical infectious and pathological waste, low-level radioactive waste and material into or upon land or structures thereupon, the atmosphere or any watercourse, body of water or groundwater, in concentrations or amounts in excess of those naturally occurring or present in the environment, which results in Bodily Injury, Property Damage or Cleanup Costs to which this Insurance applies; and 2. presence of legionella pneumophilia, methamphetamines or other chemicals associated with methamphetamine laboratories, and Microbial Matter on, at or within any structures or buildings on or at the Covered Location; Pollution Condition does not include any exposure to infected humans or animals, or contact with bodily fluids or infected humans or animals. AA. "Property Damage" means: physical injury to or destruction of any tangible property, including the loss of use thereof; 2. loss of use of tangible property that has not been physically injured or destroyed; F00738 Page 10 of 24 102019 ed. diminished value of property owned by third parties, but only where there is physical injury to or destruction of such tangible property; or 4. Natural Resource Damage. Property Damage does not include Cleanup Costs BB. "Rental Value`' means the loss of any anticipated rental income the Named Insured would have earned during the Period of Restoration by renting all or a portion of the Covered Location(s) to a third party not owned by, affiliated with, or connected in any way to any Named Insured, less any rental income the Named Insured actually earned or could have earned during the Period of Restoration by renting all or a portion of the Covered Location(s) or by making use of other property. Rental Value does not apply to any loss included in subparagraphs (1)-(3) of the definition of Business Interruption Costs. CC. "Reputation Management Expenses" means reasonable fees, costs, charges and expenses of, or at the direction of, a qualified public relations firm incurred by the Named Insured during a Period of Crisis to mitigate material adverse effects upon the Named Insured's reputation and to maintain and/or restore public confidence in the Named Insured, including but not limited to amounts for advising, printing, advertising, mailing of materials, or travel by the Named Insured's directors, officers, employees, or agents, or the public relations firm to the extent incurred at the direction of the public relations firm. Reputation Management Expenses do not include Crisis Management Expenses, Damages, Cleanup Costs, Business Interruption Costs or any Claim Expenses. DD. "Restoration Costs" means costs incurred by an Insured, in order to restore, repair or replace real or personal property to substantially the same condition it was in prior to being damaged during the course of investigating, assessing, removing, disposing, containing, treating, remediating or neutralizing a covered Pollution Condition. Such costs shall not exceed the actual cash value of such real or personal property immediately prior to such damage, or include costs associated with improvements or betterments. Actual cash value shall be calculated by taking the cost to replace such real or personal property, immediately prior to such damage, minus the accumulated depreciation of the real or personal property. EE. Period of Crisis means the period of time that begins on the date that a Pollution Condition covered under Insuring Clause I.A. or I.B. of this Policy results in material adverse regional or national news media coverage for the Named Insured and ends the earlier of the date: (1) the Underwriters, in their sole discretion, determine that there is no reasonable basis that the Pollution Condition has or will continue to result in material adverse regional or national news media coverage against the Named Insured; or (2) when the applicable Sublimits of Liability set forth in Item 3(d) of the Declarations have been exhausted. FF. "Responsible Insured" means: any director, officer, principal, partner, or, in the case of a limited liability company, member or manager of the Named Insured; 2, any manager or supervisor of the Named Insured responsible for environmental health and safety affairs, control or compliance; any insurance manager or any member of the risk management or legal department of the Named Insured; and/or F00738 Page 11 of 24 102019 ed. 4. any manager of a Covered Location. GG. "Transportation" means the movement of Cargo to or from (i) a Covered Location, and/or (ii) any location qualifying as a Non -Owned Location under Clause III, DEFINITION X.1. only, and includes the loading and unloading of Cargo onto or from an automobile, aircraft, watercraft or rolling stock provided that the loading and unloading is performed by or on behalf of the Insured. Transportation does not include Cargo that has been unloaded from the automobile, aircraft, watercraft or rolling stock transporting it. HH. "Underground Storage Tank" means any stationary container or vessel, including the associated piping and ancillary equipment connected thereto, which is: ten percent (10%) or more beneath the surface of the ground; constructed primarily of non -earthen materials; and designated to contain any substance. IV. DEFENSE, SETTLEMENT AND INVESTIGATION A. The Underwriters shall have the right and duty to defend, subject to the Limit of Liability, exclusions and other terms and conditions of this Policy, any Claim against the Insured seeking Cleanup Costs and/or Damages to which this Insurance applies, even if any of the allegations of the Claim are groundless, false or fraudulent. B. The Underwriters shall have the right to make any investigation they deem necessary, including, without limitation, any investigation with respect to the Application, statements made in the Application and with respect to coverage. C. If the Insured refuses to consent to any settlement or compromise of a Claim recommended by the Underwriters and acceptable to the claimant, the Underwriters' liability associated with such Claim shall not exceed the amount for which the Claim could have been settled, less the remaining Deductible, plus the Claims Expenses incurred up to the time of such refusal, or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the further defense of the Claim by tendering control of the defense to the Insured. D. The Underwriters shall not be obligated to pay any Cleanup Costs, Damages, Claims Expenses, Business Interruption Costs, Crisis Management Expenses or Reputation Management Expenses or to undertake or continue defense of any suit or proceeding after the applicable Limit of Liability has been exhausted by payment of Cleanup Costs, Damages, Claims Expenses, Business Interruption Costs, Crisis Management Expenses and/or Reputation Management Expenses. E. If an Insured and the Underwriters jointly agree to utilize mediation as a means to resolve a Claim made against the Insured, and if such Claim is resolved as a direct result of the mediation, the applicable Each Pollution Condition deductible shall be reduced by 50% subject to a maximum reduction of $50,000. Mediation means a formal alternative dispute resolution process involving a neutral third party. V. TERRITORY Subject to Clause III.W., this Policy applies to any Claim made and any Pollution Condition arising anywhere in the world where permitted by applicable law. F00738 Page 12 of 24 102019 ed. VI. EXCLUSIONS The coverage under this Insurance does not apply to any amounts: A. Intentional Acts arising out of or resulting from any actual or alleged Pollution Condition that results from a Responsible Insured's intentional disregard of, or wilful, deliberate, or dishonest non-compliance with, any statute, regulation, ordinance, administrative complaint, notice of violation, notice letter, order or instruction by or on behalf of any governmental agency or representative. B. Prior Knowledge arising out of or resulting from any actual or alleged Pollution Condition existing prior to the Inception Date stated in Item 2. of the Declarations, or the date on which a post binding Covered Location was added by Endorsement, if applicable, and known by a Responsible Insured, except to the extent specifically disclosed in the Application for this Policy or specifically disclosed in a document listed on a Disclosed Document Endorsement scheduled to this Policy. Any Pollution Condition disclosed and not otherwise excluded under this Policy or by endorsement shall be deemed to have been first discovered as of the date the Covered Location was added to this Policy. C. Insured Versus Insured arising out of or resulting from a Claim made by or on behalf of any Insured against any other person or entity who is also an Insured. This exclusion does not apply to: any Claim involving a Named Insured and any other person or entity who is also an Insured, in which the underlying action is initiated by a third party who is not an Insured, such as an action for contribution or cross claim; or any Claim that arises out of an indemnification given by one Insured to another Insured as specified in a contract approved by the Underwriters and identified on a Schedule of Insured Contracts Endorsement attached to this Policy. D. Assumption of Contractual Liability of Others arising out of or resulting from the liability of others assumed by the Insured under any contract or agreement either oral or written, including any hold harmless or indemnity agreements, except to the extent: the Insured would have been liable in the absence of such contract or agreement; or 2. provided under contracts approved by the Underwriters and identified on a Schedule of Insured Contracts Endorsement attached to this Policy. E. Asbestos / Lead arising out of or resulting from asbestos or lead; provided, that this exclusion does not apply to: any Claim for Damages, except for Natural Resource Damages, and Claims Expenses arising therefrom, under Insuring Clause I.A. or I.B. of this Policy; F00738 Page 13 of 24 102019 ed. 2. Insuring Clause I.A. or I.B. of this Policy to the extent of asbestos or lead, or any materials containing asbestos or lead, in soil or in any surface water or in groundwater; or 3. Insuring Clause I.C. or I.D. of this Policy. F. Employers Liability and Workers Compensation arising out of or resulting from: 1. Bodily Injury to any employee of any Insured arising out of and in the course of: employment by an Insured; or performing duties related to the conduct of an Insured's business; or 2. Bodily Injury to any spouse (or person living together as spouse), child, parent, brother, sister or dependent of the employee as a consequence of 1. above; or 3. any Insured's employment obligations, decisions, practices or policies as an employer; or 4. any obligation for which the Insured or its insurance carrier(s) may be liable under any workers compensation, unemployment compensation or disability benefits law or similar law. G. Products Liability arising out of or resulting from any goods or products designed, manufactured, sold, handled, distributed, installed, altered or repaired, including any container thereof, any failure to warn, or any reliance upon a representation or warranty made at any time with respect thereto, by (i) the Insured, (ii) others trading under the Insured's name; or (iii) a person or organization whose business or assets an Insured has acquired. This exclusion only applies to the extent the Pollution Condition took place away from a Covered Location and after physical possession of such goods or products has been relinquished by the Insured to others. This exclusion shall not apply to Non -Owned Locations under subparagraph X.1. provided that the Insured has retained uninterrupted ownership of such goods or products, or to Insuring Clause I.C. of this Policy. H. Property Damage to an Insured's Property arising out of or resulting from, any Property Damage to any property owned, leased or operated by, or in the care, custody or control of an Insured, even if such Property Damage is incurred to avoid or mitigate Damages, Cleanup Costs, Business Interruption Costs, Crisis Management Expenses or Reputation Management Expenses, to which this Insurance applies. New Pollution Conditions at Divested Property arising out of or resulting from a Pollution Condition on, at, under or migrating from a Covered Location, where such Pollution Condition first commences after such Covered Location was sold, given away or abandoned by the Insured or condemned during the Policy Period. F00738 Page 14 of 24 102019 ed. Aircraft, Auto or Watercraft arising out of or resulting from the ownership, operation, maintenance, use, loading and unloading, or entrustment to others of any aircraft, automobile or watercraft beyond the boundaries of a Covered Location. This exclusion shall not apply to Insuring Clause I.C. of this Policy. K. Material Change In Use arising out of or resulting from a Material Change In Use. L. Failure to Maintain Institutional Controls or Engineering Controls arising out of or resulting from: the failure to monitor, maintain or enforce the Institutional Controls or Engineering Controls for a Covered Location; or costs associated with implementing, designing, installing, operating, monitoring, maintaining or enforcing the existing Institutional Controls or Engineering Controls in place on or before the Inception Date stated in Item 2. of the Declarations. M. Underground Storage Tank arising out of or resulting from the existence of any Underground Storage Tank at a Covered Location. This exclusion shall not apply to: 1. an Underground Storage Tank at a Covered Location that is closed, abandoned in place or removed prior to the Inception Date stated in Item 2. of the Declarations, in accordance with all applicable federal, state, local or provincial regulations in effect at the time of closure, abandonment or removal; 2. an Underground Storage Tank identified and described in a Schedule of Underground Storage Tank Endorsement attached to the Policy; 3. an Underground Storage Tank at a Covered Location, the existence of which is not known to any Responsible Insured as of the Inception Date stated in Item 2. of the Declarations or the date on which a post binding Covered Location was added by Endorsement, if applicable; 4. a flow -through process tank, including oil/water separators and/or septic tanks at a Covered Location; or 5. a storage tank situated in a man-made underground area (such as a basement, cellar, mine shaft or tunnel) at a Covered Location if the storage tank is situated upon or above the surface of the floor. VII. LIMIT OF LIABILITY A. The Each Pollution Condition Limit of Liability stated in Item 3.(a) of the Declarations is the limit of the Underwriters' liability for all covered amounts arising out of any single Pollution Condition, except as set forth in Paragraph G. below. F00738 Page 15 of 24 102019 ed. B. The Aggregate Limit of Liability for the Policy Period stated in Item 3.(b) of the Declarations is the Underwriters' total Limit of Liability for all covered amounts arising out of all Pollution Conditions covered by this Policy, except as set forth in Paragraph F. below. C. The Limit of Liability available to pay Damages, Cleanup Costs, Business Interruption Costs, Crisis Management Expenses and Reputation Management Expenses shall be reduced and may be completely exhausted by payment of Claims Expenses. Cleanup Costs, Damages, Claims Expenses Business Interruption Costs, Crisis Management Expenses and Reputation Management Expenses shall be applied against the applicable Deductible. D. Neither the inclusion of more than one Insured under this Policy, nor the making of Claims by more than one person or entity shall increase the applicable Limit of Liability. E. The Crisis and Reputation Management Expenses Coverage Aggregate Pollution Condition Sublimit stated in Item 3.(d) of the Declarations, if any, is the limit of the Underwriters' liability for all Crisis Management Expenses and/or Reputation Management Expenses under the Policy. The Sublimit of Liability stated in Item 3.(d) is part of, reduces and is subject to the Limit of Liability stated in Item 3.(a) and (b) of the Declarations. If the remaining Limit of Liability stated in Item 3.(a) and (b) is less than the applicable Sublimit of Liability, the remaining Each Pollution Condition Limit or Aggregate for the Policy Period Limit is the most that will be available for payment of coverage provided under the Policy subject to the Sublimit of Liability. F. The Limit of Liability for the Extended Reporting Period shall be part of, and not be in addition to, the Limit of Liability of the Underwriters for the Policy Period. G. The Additional Claims Expenses Limit of Liability stated in Item 3.(c) of the Declarations, if any, is separate and in addition to the Each Pollution Condition Limit of Liability. Payments of Claims Expenses by Underwriters shall first reduce the Additional Claims Expenses Limit of Liability in Item 3.(c) of the Declarations, if applicable. If the Additional Claims Expenses Limit of Liability is fully eroded, then any additional payments of Claims Expenses shall reduce the applicable Each Pollution Condition and Aggregate Limits of Liability. The Underwriter's total liability for all Pollution Conditions under this Policy, inclusive of Claims Expenses, shall not exceed the sum of the aggregate limit amounts shown in in Items 3.(b) and 3.(c) of the Declarations. Vill. RELATED POLLUTION CONDITIONS A. The same, continuous repeated or related Pollution Conditions shall be considered a single Pollution Condition, irrespective of the number of claimants or Insureds involved in the Claim or the number of Claims made, subject to the Limit of Liability applicable in the Policy Period when the first such Pollution Condition was reported to the Underwriters. B. If an Insured: first discovered a Pollution Condition during the policy period of a policy issued by the Underwriters prior to the Inception Date stated in Item 2. of the F00738 Page 16 of 24 102019 ed. Declarations, and reported it to the Underwriters in accordance with the terms of that prior policy; and/or reported a Claim to the Underwriters during the policy period of a policy issued by the Underwriters prior to the Inception Date stated in Item 2. of the Declarations, in accordance with the terms of that prior policy, and this Policy provides coverage on substantially the same basis as such prior policy, then all of the same, continuous repeated or related Pollution Conditions, and/or all Claims arising from the same, continuous, repeated or related Pollution Conditions, shall be subject only to the applicable Limits of Liability under the first such policy issued by the Underwriters. IX. DEDUCTIBLE A. Except with respect to Insuring Clause I.F., the Deductible stated in Item 4.(a) of the Declarations applies separately to each Pollution Condition and one Deductible shall apply to all coverage under the Policy arising from the same, continuous, repeated or related Pollution Conditions. The First Named Insured shall satisfy the Deductible by payment of amounts covered by this Policy to third parties designated by the Underwriters, with Underwriters' prior written consent (not to be unreasonably withheld). Payments of any amounts not covered by this Policy or without Underwriters' prior written consent shall not satisfy the applicable Deductible. Payments made by any Insured in satisfaction of deductible obligations under any other insurance shall not satisfy the applicable Deductible under this Policy. B. With respect to Insuring Clause I.F, the Deductible stated in Item 4.(b) of the Declarations applies separately to each Pollution Condition with respect to all Business Interruption Costs covered under the Policy arising from the same, continuous, repeated or related Pollution Conditions. C. Full payment of the Deductible is a condition precedent to the payment by the Underwriters of any amounts under the Policy. Underwriters shall be liable only for the amounts in excess of the Deductible, subject to the Underwriters total liability not exceeding the applicable Limits of Liability. The Deductible amount does not reduce the Limit of Liability. X. NOTICE OF CLAIM AND DISCOVERY OF POLLUTION CONDITION A. With respect to Insuring Clauses I.A.1., I.13.1., I.C. and I.D., if any Claim is made against an Insured, the Insured shall forward written notice as soon as practicable to the Underwriters but in no event shall such notice be provided after the expiration of the Policy Period or the time allowed, if applicable, under Section XI. Notice shall be forwarded via facsimile, email or express or certified mail to the persons identified in Item 8.(a) of the Declarations. Such notice should include a copy of every demand, notice, summons or other process received by the Insured or the Insured's representative. B. With respect to Insuring Clauses I.A.2. and I.13.2., the Insured shall forward written notice to the Underwriters as soon as practicable after a Responsible Insured becomes aware of any Pollution Condition, but in no event shall such notice be provided after the expiration of the Policy Period or the time allowed, if applicable, under section XI. Notice shall be forwarded via facsimile, email or express or certified mail to the persons identified in Item 8.(a) of the Declarations. Notice shall include, at a minimum, information F00738 Page 17 of 24 102019 ed. sufficient to identify the Insured, the Covered Location affected, the names of persons with knowledge of the Pollution Condition, and all known and reasonably obtainable information regarding the time, place, cause, nature of and other circumstances of the Pollution Condition, and any resulting injuries or damages and remedial steps proposed to be undertaken by the Insured. C. With respect to Insuring Clause I.E., the Named Insured shall forward written notice to the Underwriters of any action taken and expenses incurred as soon as practicable, but in no event later than seventy-two (72) hours after the Named Insured incurs or assumes Reputation Management Expenses and/or Crisis Management Expenses. The Underwriters reserve the right in their sole discretion after the first seventy-two (72) hours following the commencement of the Pollution Condition to determine (1) if the Pollution Condition has or will result in material adverse regional or national news media coverage against the Named Insured, or (2) the reasonable type and scope of services, and rates and charges associated with Crisis Management Expenses and/or Reputation Management Expenses and thereafter the Named Insured shall not incur or assume any further or additional Crisis Management Expenses and/or Reputation Management Expenses without the written consent of the Underwriters. Written notice of a Pollution Condition that gives rise to Reputation Management Expenses and/or Crisis Management Expenses shall be forwarded via facsimile, email or express or certified mail to the persons identified in Item 8.(a) of the Declarations. Such notice should include: 1. a description of the Pollution Condition; 2. the Named Insured's basis for a good faith opinion of material adverse regional or national news media coverage; 3. reasonably obtainable and available information regarding any Claim or requests for Cleanup Costs; and 4. a description of any Crisis Management Expenses and/or Reputation Management Expenses incurred or planned to be incurred including identification of service providers. Any payment under Insuring Clause I.E. shall not determine or waive any of the Underwriters' rights or obligations or create a duty to defend any Claim or to pay any Cleanup Costs under any other provision of the Policy; nor shall it waive the Insured's obligations to provide notice of Claim and/or discovery of Pollution Condition under the Policy as set forth in Clause X.A or X.B. of the Policy. D. With respect to Insuring Clause I.F., the Named Insured shall forward written notice to the Underwriters as soon as practicable after the Named Insured becomes aware of any Business Interruption Costs loss but in no event shall such notice be provided after the expiration of the Policy Period. Notice shall be forwarded via facsimile, email or express or certified mail to the persons identified in Item 8.(a) of the Declarations. Notice shall include, at a minimum, information sufficient to identify the Named Insured, the Covered Location affected, the Pollution Condition covered under Insuring Clause I.A or 1.13 associated with the Business Interruption Costs, the type and amount of Business Interruption Costs, and all known and reasonably obtainable information regarding the time, place, cause, nature and itemization of and other circumstances of the Business Interruption Costs. F00738 Page 18 of 24 102019 ed. XI. E. A Claim or Pollution Condition shall be considered to be reported to the Underwriters when written notice is first received by any of the recipients identified in Item 8.(a) of the Declarations. EXTENDED REPORTING PERIOD A. Automatic Extended Reporting Period If this Policy is cancelled or non -renewed by the Underwriters or by the First Named Insured, then the First Named Insured shall have the right to an Automatic Extended Reporting Period, commencing on the last day of the Policy Period, with respect to: a. any Claim first made against any Insured during the Policy Period and reported in writing to the Underwriters during the ninety (90) day Automatic Extended Reporting Period, and otherwise covered by this Policy; b. any Claim first made against any Insured during the ninety (90) day Automatic Extended Reporting Period, resulting from a Pollution Condition first discovered and reported in writing to the Underwriters during the Policy Period, and otherwise covered by this Policy; C. any Pollution Condition first discovered by any Insured during the Policy Period and reported in writing to the Underwriters during the Automatic Extended Reporting Period, and otherwise covered by this Policy. The above Automatic Extended Reporting Period shall not apply if the Policy is canceled by the Underwriters due to fraud or non-payment of premium, or if the Insured has purchased other insurance to replace the insurance provided under this Policy. B. Optional Extended Reporting Period If this Policy is cancelled or non -renewed by the Underwriters or by the First Named Insured, then the First Named Insured shall have the right, upon payment of an additional premium calculated at that percentage shown in Item 7.(a) of the Declarations of the total premium for this Policy, to an Optional Extended Reporting Period with respect to any Claim first made against any Insured and reported during the period of time set forth in Item 7.(b) of the Declarations following the end of the Policy Period, but only with respect to any Pollution Condition first discovered and reported in writing to the Underwriters during the Policy Period, which is otherwise covered by this Policy. If the Optional Extended Reporting Period is purchased, the ninety (90) day Automatic Extended Reporting Period referred to in Clause M.A. above shall form part of, and not be in addition to the Optional Extended Reporting Period. As a condition precedent to the right to purchase the Optional Extended Reporting Period, the total premium for this Policy must have been paid and that cancelation by the Underwriters, if applicable, was not due to fraud. The right to purchase such extension of coverage shall terminate unless written notice together with full payment of the premium for such extension of coverage is given to the Underwriters within sixty (60) days after the effective date of cancellation or non -renewal. If such notice and premium payment is not so given to the Underwriters, there shall be no right to purchase such extension of coverage. F00738 Page 19 of 24 102019 ed. In the event of the purchase of the Optional Extended Reporting Period, the entire premium for the Optional Extension Period shall be deemed earned at its commencement. 5. The exercise of the Optional Extended Reporting Period shall not in any way increase the Limits of Liability set forth in Item 3. of the Declarations. 6. The offer of renewal terms, conditions or premiums different from those in effect prior to renewal shall not constitute a refusal to renew for purposes of this Clause XI. XII. REPRESENTATIONS By acceptance of this Policy, all Insureds agree that the statements contained in the Application are their agreements and representations, that such statements shall be deemed material to the risk assumed by the Underwriters, and that this Policy is issued in reliance upon the truth thereof. This entire Policy shall be void if, whether before or after a Claim or Pollution Condition is first reported to the Underwriters, any Insured has concealed or misrepresented any fact or circumstance material to the granting of coverage under this Policy. XIII. OTHER INSURANCE A. Except as set forth in Clause XIII.0 and D. below, this Insurance is primary, and the Underwriters' obligations are not affected unless any other insurance is also primary. In that case, the Underwriters will share with all such other insurance by the method described in Clause XIII.C. below. B. When this Insurance is excess, the Underwriters will pay only its share of the amounts covered under the Policy, if any, that exceeds the total amount of such other insurance. C. When both this Insurance and other insurance apply to amounts covered under the Policy on the same basis, whether primary or excess, the Underwriters shall not be liable under this Policy for a greater proportion of any amounts covered by this Policy than the amount resulting from the following contribution methods, whichever is lesser: 1. contribution by equal shares where each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the amounts covered by this Policy remains, whichever occurs first; or 2. contribution by limits where each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. D. Solely with respect to a Pollution Condition due to Microbial Matter Legionella pneumophilia and/or methamphetamines, this insurance is excess of any other valid and collectable insurance. The Underwriters will pay only its share of the amounts covered by this Policy, if any, that exceeds the total amount of such other valid and collectible insurance. Where other insurance may be available for amounts covered by this Policy as noted above, the Insured shall promptly, upon request, provide the Underwriters with copies of all such policies. F00738 Page 20 of 24 102019 ed. XIV. ASSIGNMENT This Policy may be assigned by the First Named Insured with the prior written consent of the Underwriters, which shall not be unreasonably withheld or delayed. Assignment of the Policy shall not be effective until such assignment is endorsed to the Policy. Notwithstanding the foregoing, if an Insured shall die or be adjudged incompetent, such insurance shall cover that Insured's legal representative to the extent that the Insured would be covered by this Policy. XV. CANCELLATION This Insurance may be cancelled by the First Named Insured by surrender of this Policy to the Underwriters or by mailing to the Underwriters written notice stating when thereafter cancellation shall be effective. This Insurance may be cancelled by the Underwriters by mailing the First Named Insured at the address set forth in Item 1. of the Declarations, a notice stating when thereafter such cancellation shall be effective. The Underwriters may only cancel this Insurance for the following reasons: fraud on the part of the Named Insured in the Application; or 2. any Insured's material failure to comply with the terms, conditions or contractual obligations under this Policy, including the failure to pay any premium or Deductible when due, however, the Insured shall have the ability, within the first sixty (60) days (ten (10) days for failure to pay any premium when due) of the ninety (90) day notice period, to cure such failure to comply with the material terms, conditions or contractual obligations under this Policy to the satisfaction of the Underwriters. The time of surrender or the effective date and hour of cancellation stated in the notice shall become the end of the Policy Period. Delivery of such written notice either by the Named Insured or by the Underwriters shall be the equivalent of mailing. Notice of pending cancellation will be provided not less than: (a) ninety (90) days prior to the effective date of cancellation for any Insured's failure to comply with the terms, conditions or contractual obligations under this Policy including failure to pay the Deductible when due; (b) thirty (30) days prior to the effective date of cancellation for fraud; or (c) ten (10) days prior to the effective date of cancellation for non-payment of premium. If the Underwriters cancel, subject to any minimum earned premium that may apply, the return premium will be calculated on a pro rata basis. If the First Named Insured cancels, subject to any minimum earned premium that may apply, the return premium will be calculated in accordance with the customary short rate table and procedure. XVI. ASSISTANCE AND COOPERATION OF THE INSURED The Insured shall cooperate with the Underwriters and provide all reasonable assistance in the investigation and defense of any Claim, Pollution Condition, the Application, Business Interruption Cost, Crisis Management Expense, Reputation Management Expense, and any other matters relating to coverage under this Policy. The Insured shall execute or cause to be executed all papers and render all assistance as is reasonably requested by the Underwriters and related to the defense of any Claim, the cleanup of any Pollution Condition, Business Interruption Cost, Crisis Management Expense and Reputation Management Expense. The Underwriters may require that the Insured submit to examination under oath, attend hearings, depositions and trials and assist in securing and giving evidence and obtaining the attendance of witnesses in connection with the defense of any Claim, cleanup of Pollution Condition, Business Interruption Cost, Crisis Management Expense and Reputation Management Expense. In the course of investigation or defense of any Claim, F00738 Page 21 of 24 102019 ed. the Underwriters may require written statements or the Insured's attendance at meetings with the Underwriters. Upon the Underwriters request, the Insured shall assist in making settlements, in the conduct of suits and in enforcing any right of contribution or indemnity against any person or organization who may be liable to the Insured because of any Pollution Condition covered under this Policy. The Insured shall not admit liability, enter into any settlement, stipulate to any judgment or award or dispose of any Claim, or, except as provided in Clause I.E. and/or III.G.5, make any payment, assume any obligations, incur any expense (including, but not limited to, any Claims Expenses or Cleanup Costs), without the written consent of the Underwriters, such consent not to be unreasonably withheld or delayed. Except as provided for in Clause II., expenses incurred by the Insured in assisting and cooperating with the Underwriters, as described above, do not constitute Claims Expenses and are not reimbursable under this Policy. XVII. ACTION AGAINST THE UNDERWRITERS No action shall lie against the Underwriters unless the Insured shall have fully complied with all of the terms of this Policy, nor until the amount of the Insured's obligation to pay shall have been fully and finally determined either by judgment against them or by written agreement between them, the claimant and the Underwriters. Nothing contained herein shall give any person or organization any right to join the Underwriters as a party to any Claim against the Insured to determine their liability, nor shall the Underwriters be impleaded by the Insureds or their legal representative in any Claim. XVIII. SUBROGATION In the event of any payment under this Insurance, the Underwriters shall be subrogated to all the Insureds' rights of recovery therefore against any person or organization, and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing to prejudice such rights. Any recoveries shall be applied first to subrogation expenses, second to the Named Insured to the extent of any payments in excess of the Limit of Liability, third to amounts covered by this Policy and paid by the Underwriters, and fourth to the Deductible. Any additional amounts recovered shall be paid to the Named Insured. XIX. ENTIRE AGREEMENT By acceptance of this Policy, all Insureds agree that this Policy embodies all agreements existing between them and the Underwriters relating to this Insurance. Notice to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this Policy or estop the Underwriters from asserting any right under the terms of this Policy; nor shall the terms of this Policy be waived or changed, except by written endorsement issued to form a part of this Policy, signed by the Underwriters. XX. VALUATION AND CURRENCY All premiums, limits, deductibles, and any amounts covered by this Policy are expressed and payable in the currency of the United States. If judgment is rendered, settlement is denominated, or another element of Damages under this Policy is stated in a currency other than United States dollars or if any other amounts covered by this Policy are paid in a currency other than United States dollars, payment under this Policy shall be made in United States dollars at the rate of exchange published in the Wall Street Journal on the date on which a relevant final judgment becomes incapable of appeal or payment of the settlement or other element of Damages is due or the date such other amounts covered by this Policy are paid. F00738 Page 22 of 24 102019 ed. XXI. BANKRUPTCY Bankruptcy or insolvency of the Insured shall not relieve the Underwriters of its obligations nor deprive the Underwriters of its rights or defenses under this Policy. XXII. AUTHORIZATION By acceptance of this Policy, the Insureds agree that the Named Insured will act on their behalf with respect to the giving and receiving of any notice provided for in this Policy, the payment of premiums and the receipt of any return premiums that may become due under this Policy, and the agreement to and acceptance of endorsements. XXIII. RIGHT OF ACCESS AND INSPECTION The Named Insured agrees to provide the Underwriters with access to any information developed or discovered by an Insured concerning a Claim, Pollution Condition, Business Interruption Costs, Crisis Management Expenses or Reputation Management Expenses to which this Insurance applies, whether or not deemed by an Insured to be relevant and to provide the Underwriters with access to interview any Insured and review any documents of an Insured. Further, to the extent that an Insured has such rights, any of the Underwriters representatives shall have the right and opportunity but not the obligation to inspect at any reasonable time, during the Policy Period or thereafter, a Covered Location associated with a Claim, Pollution Condition, Business Interruption Costs, Crisis Management Expenses, or Reputation Management Expenses reported to the Underwriters. Neither the Underwriters nor its representatives shall assume any responsibility or duty to the Insured or to any other person or entity, by reason of such right of inspection. Neither the Underwriters right to make inspections, sample and monitor, nor the actual undertaking thereof nor any report thereon shall constitute an undertaking on behalf of the Insured or others, to determine or warrant that the property or operations are safe, healthful or conform to acceptable engineering practices or are in compliance with any law, rule or regulation. The Named Insured agrees to provide appropriate personnel to assist the Underwriters' representatives during any inspection. XXIV. HEADINGS The descriptions in the headings and subheadings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. XXV. SERVICE OF SUIT It is agreed that in the event of the failure of the Underwriters to pay any amount claimed to be due under this Insurance, the Underwriters, at the request of the Insured, will submit to the jurisdiction of any court of competent jurisdiction within the United States. Nothing in this Clause constitutes or should be understood to constitute a waiver of the Underwriters' rights to commence an action in any Court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another Court as permitted by the laws of the United States or of any State in the United States. It is further agreed that service of process in such suit may be made upon Underwriters representative, designated in Item 11. of the Declarations, and that in any suit instituted against any one of them upon this contract, Underwriters will abide by the final decision of such Court or of any Appellate Court in the event of an appeal. The Underwriters' representative designated in Item 11. of the Declarations is authorized and directed to accept service of process on behalf of Underwriters in any such suit and/or upon the request of the Insured to give a written undertaking to the Insured that they will enter a general appearance upon Underwriters behalf in the event such a suit shall be instituted. F00738 Page 23 of 24 102019 ed. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefore, the Underwriters designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his or her successor in office, as their true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Insured or any beneficiary hereunder arising out of this contract of Insurance, and hereby designate the Underwriters representative, designated in Item 11. of the Declarations, as the person to whom the said officer is authorized to mail such process or a true copy thereof. XXVI. CHOICE OF LAW Any disputes involving this Policy shall be resolved applying the law designated in Item 12. of the Declarations. XXVII. SOLE AGENT The First Named Insured shall act on behalf of all Insureds for all purposes, including but not limited to the payment of Deductible amounts, payment or return of premium, receipt and acceptance of any endorsement issued to form a part of this Policy, giving and receiving notice of cancellation or nonrenewal and the exercise of the rights stated in Clause XI. XXVIII. SANCTION LIMITATIONS No (re)insurer shall be deemed to provide cover and no (re)insurer shall be liable to pay any Claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such Claim or provision of such benefit would expose that (re)insurer to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, law or regulations of the European Union, United Kingdom or United States of America. XXIX. SEVERABILITY OF INTEREST Except with respect to the Limit of Liability, Clause XII. and any rights and duties assigned in this Policy to the First Named Insured, this Insurance applies as if each Insured were the only Insured and separately to each Insured against whom a Claim is made. F00738 Page 24 of 24 102019 ed.