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RAILROAD CONTRACTORS’ LIABILITY POLICY INDEMNITY INSURANCE COMPANY OF NORTH AMERICA PHILADELPHIA, PA. A stock insurance company hereinafter called the "Com pany" Does hereby agree with the Insured named in the Declarations made a part hereof, in consideration of the payment of the premium and of the statements con­tained in said Declarations, and subject to the limits of liability, exclusions, conditions and other terms of this policy: INSURING AGREEMENTS I. COVERAGE A — (Bodily Injury Liability.) to pay on behalf o f the Insured all sums which the Insured shall become obligated to pay by reason o f the liability imposed upon the Insured by law for damages, including damages for care and loss o f services, because o f bodily in|ury, sickness, or disease (including death at any time resulting therefrom) sustained or incurred by any person or persons during the policy period and arising by reason o f or in connection with performance by the Insured, as a general contractor and/or as a subcontractor, o f business opera­tions or work (whether or not described in said Declarations) for the Union Pacific Railroad Company and/or its affiliated companies. COVERAGE B — (Property Damage Liability.) to pay on behalf o f the Insured all sums which the Insured shall become obligated to pay by reason o f the liability imposed upon the Insured by law for damages because o f injury to or destruction o f property, including the loss o f use thereof, caused by accident occurring during the policy period and arising by reason o f or in connection with performance by the Insured, as a general contractor and/or as a subcontractor, o f business operations or work (whether or not described in said Declarations) for the Union Pacific Railroad Company and/or its affiliated companies. COVERAGE C — (Contractors* Contractual Bodily Injury Liability.) to pay on behalf o f the Insured all sums which the Insured shall become obligated to pay by reason o f liability to any person or persons imposed upon Union Pacific Railroad Company and/or its affiliated companies by law for damages, including damages for care and loss o f services, because o f bodily injury, sickness, or disease (including death at any time resulting therefrom) sustained or incurred by any person or persons during the policy period and arising by reason o f or in connection with performance by the Insured as a general contractor o f business operations or work (whether or not described in said Declarations) for the Union Pacific Railroad Company and/or its affiliated companies, which liability has been imposed upon and assumed by the Insured under indemnity provisions in written contract with said Union Pacific Railroad Company and/or its affiliated companies. COVERAGE D — (Contractors’ Contractual Property Damage Liability.) to pay on behalf o f the Insured all sums which the Insured shall become obligated, to pay by reason o f liability to any person or persons imposed upon Union Pacific Railroad Company and/or its affiliated companies by law for damages because o f injury to or destruction o f property, including the loss o f use thereof, or by reason o f loss suffered by Union Pacific Railroad Company and/or its affiliated companies because o f injury to or destruction o f its or their property (including property for which it or they' have or may have assumed responsibility), including the loss o f use thereof, provided that such liability or loss is caused by accident occurring during the policy period and arising by reason o f or in connection with performance by the Insured as a general contractor o f business operations or work (whether or not described in said Declarations) for the Union Pacific Railroad Company and/or its affiliated companies, and provided that liability therefor has been imposed upon and assumed by the Insured under indemnity provisions in written contract with said Union Pacific Railroad Company and/or its affiliated companies. SPECIAL LIMITATIONS OF COVERAGES C AND D HEREINABOVE. Coverage C and Coverage D apply only with respect to the Insured named in the declarations and only with relation to work performed by such Insured as a general contractor for and directly with Union Pacific Railroad Company and/or its affiliated companies. II. DEFENSE, SETTLEMENT, SUPPLEMENTARY PAYMENTS. It is further agreed that as respects insurance afforded by this policy the Company shall (a ) defend in the Insured’s name and behalf any suit against the Insured alleging such injury or destruction and seeking damages on account thereof, even if such suit is groundless, false or fraudu­lent- but the Company shall have the right to make any investigation, negotiation and settlement o f any claim or suit as may be deemed expedient by the Company; (b ) pay all premiums on bonds to release attachments for an amount not in excess o f the applicable limit o f liability o f this policy, all premiums on appeal bonds required in any such defended suit, but without any obligation to apply for or furnish such bonds, all costs taxed against the Insured in any such suit, all expenses incurred by the Company, all interest accruing after entry o f judgment until the Company has paid, tendered or deposited in court such part o f such judgment as does not exceed the limit o f the Company's liability thereon, and expenses incurred by the Insured, in the event o f bodily injury, sickness or disease, for such immediate medical and surgical relief to others as shall be imperative at the time o f accident. The Company agrees to pay the amounts incurred under divisions (a) and (b) o f this paragraph in addition to the applicable limit o f liability o f this policy. III. DEFINITION OF “ INSURED.” The unqualified word “ Insured” wherever used includes not only the named insured but also any partner, executive officer or director thereof while acting within the scope o f his duties as such. IV. POLICY PERIOD AND LOCATIONS AND OPERATIONS COVERED. This policy applies only to occurrences or accidents, as specified in the four divisions o f Paragraph I o f Insuring Agreements, which occur (a) during the policy period and (b) on or about the premises used or occupied by the Insured for the purpose o f conducting the business operations or work insured under this policy and to those occurring elsewhere If such Injuries or loss are caused, or are alleged to have been caused by reason o f performance o f the business operations or work insured under this policy. EXCLUSIONS THIS POLICY DOES NOT APPLY: (a ) to any liability, loss or damage resulting from the operation or ownership by the Insured o f trains, cars, locomotives, or o f any vehicles equipped for operation on tracks; but this exclusion shall not apply to contractors’ work trains operated elsewhere than on the main 'lin e o f any railroad and used solely to facilitate performance o f the work insured under this policy. (b ) to any liability, loss or damage resulting from the operation by, or for or ownership by the Insured o f (1) any aircraft or (2) any elevctor, other than temporary construction hoists or such elevators as are used to facilitate performance o f the work insured under this policy. (c) under Coverage A and Coverage B, to any liability, loss or damage resulting from the ownership, operation, maintenance, use, loading or. unloading by the Insured o f any motor vehicle or watercraft or team elsewhere than upon the premises owned, leased or controlled by the Insured or which the Insured uses or occupies for the purpose o f perform­ing the business operations or Work insured under this policy, but not upon pubjic ways used in common with others. PROVIDED, however, that self-propelled contractors' equip­ment not designed for the carrying o f persons, material or equipment shall not be deemed to be motor vehicles. (d) to any liability, loss or damage as a result o f such bodily injury or o f such injury to or destruction o f property occurring after either the completion or abandonment by the Insured o f said business operations or work, if such liability, loss or damage occurs or arises thirty days or more after either completion or abandonment o f such business opera­tions or work. (e) to any liability, loss or damage because o f injury to or destruction o f property, including the loss o f use thereof, owned, rented or loaned to or leased by or in the care, custody or control o f the insured. (f) under Coverage A to any liability, loss or damage imposed upon or suffered by the Insured as an employer under any State or Federal Employers' Liability Act, under com­mon law, or under any Workmen’s Compensation Law. (g) under Coverage C and Coverage D, to any liability, loss or damage caused by the sole negligence o f Union Pacific Railroad Company and/or its affiliated companies. CONDITIONS 1. PREMIUM. The premium bases and rates for the hazards described in the Declara­tions are stated therein. Premium bases and rates for hazards not so described are those applicable in accordance with the manuals in use by the Company. The premium stated in the Declarations is an estimated premium only. Upon termination o f this policy, Ihe earned premium shall be computed in accordance with the Company’s rules, rates, rating plans and minimum premiums applicable to this insurance. If the earned premium thus computed exceeds the Advance Premium, if any, the Insured shall pay the excess to the Company; if less, the Company shall return to the Insured the unearned portion o f such Advance Premium. When used as a premium basis the word “ remuneration” shall mean the entire remuneration earned during the policy period by all employees o f the Insured engaged in the performance o f the business operations or work described in this policy, other than drivers and chauffeurs, subject with respect to each executive officer to a maximum and a minimum remu­neration o f $100 and $30 per week, and the remuneration o f each proprietor o f a fixed amount o f $2,000 per annum. The Insured shall maintain for each hazard records o f .the information necessary for premium computation on the basis stated in the Declarations. . 2. INSPECTION AND AUDIT. The Company shall be permitted to inspect the premises and operations and to examine and audit the Insured's books and records at any time during the policy period and any extension thereof artd within one year after the final termination o f this policy, as far as they relate to the premium bases o f this policy. 3. LIMITS OF LIABILITY (COVERAGE A AND COVERAGE C ). The ljm.it q f badjl.y injury liability stated in the Declarations as applicable to "ta c h Person” is the limit o f the Company's liability for all damages, including damages for care and loss o f services, arising out o f bodily injury, sickness or disease (including death at any time resulting therefrom) sus­tained by one person in any one occurrence; the limit o f such liability stated in the Declara­tions as applicable to “ Each Occurrence” is, subject to the above provision respecting each person, the total limit o f the Company's liability for all damages, including damages for care and loss o f services, arising out o f bodily injury, sickness or disease (including death at any time resulting therefrom) sustained by two or more persons as a result o f one occurrence. LIMITS OF LIABILITY (COVERAGE B AND COVERAGE D ). The limit o f property damage liability stated in the Declarations as applicable to “ Each Accident” is the limit o f the Company's property damage liability for all damages because o f injury to or destruction o f property, including the loss o f use thereof, caused by one accident; the limit o f property damage liability stated in the Declarations as “ Aggregate” is the total limit o f the Com­pany’s property damage liability on account o f all accidents which occur during the policy period. 4. LIMITS OF LIABILITY. The inclusion herein o f more than one insured shall not operate to increase the limits o f the Company’s liability. 5 6 7 5. NOTICE OF ACCIDENT OR OCCURRENCE. In the event o f bodily injury, sick­ness, disease, death or injury to or destruction o f property, written notice shall be given by or on behalf o f the Insured to the Company as soon as it is reasonably possible to do so. Such notice shall contain particulars sufficient to identify the Insured and also reasonably obtain­able information respecting the time, place and circumstances o f the accident- or occurrence, the names and addresses o f the injured and o f available witnesses. 6. NOTICE OF CLAIM OR SUIT. If claim is made or suit is brought against the Insured, the Insured shall immediately forward to the Company every demand, notice, sum­mons or other process received by the Insured or its representative. 7. ASSISTANCE AND COOPERATION OF THE INSURED. The Insured shall co­operate with the Company and, upon the Company's request shall attend hearings and trials and shall assist in effecting settlements, securing and giving evidence, obtaining the attendance o f witnesses and in the conduct of. suits; and the Company shall reimburse the Insured for expenses, other than loss o f earnings, incurred at the Company's request. The Insured shall not, exc|^k<at its own cost, voluntarily make any payment, assume any obligation or incur V-any exj^^re other than for Such immediate medical and surgical relief to others as shall be imperative at the time o f the accident or occurrence. ACTION AGAINST COMPANY. No action shall lie against the Company unless, as a condition precedent thereto, the Insured shall have fully complied with all o f the terms o f this policy, nor until the amount o f the Insured's obligation to pay shall have been finally determined either by judgment against the Insured after actual trial or by written agreement o f the Insured, the claimant, and the Company. Any person or his legal representative who has secured such judgment or written agree­ment shall thereafter be entitled to recover under the terms o f this policy in the same manner and to the same extent as the Insured. Nothing contained in this policy shall give any person or organization any right to join the Company as a co-defendant in any action against the Insured to. determine the Insured's liability. Bankruptcy or insolvency o f the Insured shall not relieve the Company o f any o f its obligations hereunder. If any person or his legal representatives shall obtain final judgment against the Insured because o f any such injuries, and execution thereon is returned unsatis­fied by reason o f bankruptcy, insolvency or any other cause, or if such judgment is not satisfied within thirty days after it is rendered, then such person or his legal representatives may proceed against the Company to recover the amount o f such judgment, either at law or in equity, but not exceeding the limit o f this policy applicable thereto. 9. OTHER INSURANCE, (a) Except as provided in (b) o f this Condition, if the Insured has other insurance against a loss covered by this policy the Company shall not be liable under this policy for a greater proportion o f such loss than the applicable limit o f lia­bility stated in the Declarations bears to the total applicable limit o f liability o f all valid and collectible insurance against such loss. (b) With respect to .motor vehicles, watercraft, or teams, in the. event there shall be In effect any other collectible insurance inuring to the benefit o f the Insured, or any additional insured hereunder, with respect to loss or claim covered hereby, then this insurance shall not be contributory therewith, but shall be excess insurance over and above the amount o f any such other insurance. 10. SUBROGATION. In the event o f any payment under this policy the Company shall be subrogated to all the Insured's rights o f recovery therefor and the Insured shall execute all papers required and shall do everything that may be necessary to secure such rights. 11. CHANGES. No notice to any agent, or knowledge possessed by any agent or by any other person shall be held to effect a waiver or change in any part o f this policy nor estop the Company from asserting any right under the terms o f this policy; nor shall the terms o f this policy be waived or changed, except by endorsement issued to form a part hereof. 12. ASSIGNMENT. No assignment o f interest under this policy shall bind the Com­pany until its consent is endorsed hereon; if, however, the Insured shall die or be adjudged bankrupt or insolvent within the policy period, this policy, unless cancelled, shall, if written notice be given to the Company within thirty days after the date o f such death or adjudication, cover the Insured's legal representative as the Insured. 13. CANCELLATION. This policy may be cancelled by the named Insured by mailing written notice to the Company stating when thereafter such cancellation shall be effective. This policy may be cancelled by the Company by mailing written notice to the named Insured at the address shown in this policy stating when not less than thirty days thereafter such can­cellation shall be effective. The mailing o f notice as aforesaid shall be sufficient proof of notice and the insurance under this policy shall end on the effective date and hour o f cancella­tion stated in the notice. Delivery o f such written notice either by the named Insured or by the Company shall be equivalent to mailing. If the named Insured cancels, earned premiums shall be computed in accordance with the customary short rate table and procedure. If the company cancels, earned premiums shall be computed pro rata. Premium adjustment may be made at the time cancellation is effected and, if not then made, shall be made as soon as practicable after cancellation becomes effective. 14. DECLARATIONS. By acceptance o f this policy the Insured agrees that the state­ments in the Declarations are the Insured's agreements and representations, that this policy is issued in reliance upon the truth o f such representations, and that this policy embodies all agreements existing between the Insured and the Company or any o f its agents relating to this insurance. . .