# EXCESS LIABILITY POLICY
## CITY INSURANCE

**Hereinafter called the Company**

Agents with the insured named in the schedule made a part hereof shall be responsible for the payment of the premium and subject to all of the terms of this policy as follows:

1. **Agreement to Insure:** The Company agrees to afford coverage to the insured, subject to the conditions set forth under Items 2 and 3 of the Declarations combined provided that it is expressly agreed that liability shall attach to the Company.

### DEFINITIONS

1. **Ultimate Net Loss:** The words "ultimate net loss" shall be understood to mean the amount payable in settlement of the liability of the insured after making deductions for all recoveries and any other valid and collectible insurance, excepting however the policies of the primary insurers, and shall exclude all expenses and costs.
2. **Costs:** The word "costs" shall be understood to mean costs accruing after entry of judgment, interest, prejudgment, and post-judgment legal expenses (excluding, however, all expenses of the insured, all expenses for salaried employees of the insured, and general retainer fees for counsel normally paid by the insured).

### CONDITIONS

1. **Maintenance of Underlying Insurance:** It is a condition of this Policy that the Underlying Coverage be maintained in full effect during the period of this Policy except for the rejection of the aggregate limits contained therein solely by payment of claims for accidents or occurrences which give rise to a claim or occurrence, whichever is applicable, which take place during the period of this Policy. If the Underlying Coverage is terminated during the period of the Policy, the effective date of termination of the said Underlying Coverage shall be the end of the period of this Policy.
2. **Premium:** The insured shall pay premium to the Company as specified in the schedule.
3. **Notification of Claims:** The insured upon knowledge of any accident or occurrence, whichever is applicable, which gives rise to a claim hereunder, shall give immediate notice thereof to the Company.
4. **Assistance and Cooperation:** The Company may call upon and assume charge of the settlement of any claim made or suit brought or proposed against the insured but the Company shall make no payment given the opportunity to evaluate with the insured the underlying insurers, or both, on the merits of any claim or proceeding relating to an occurrence the claim or suit involves, or appear regularly before the Company, in which event the insured and/or its agent shall cooperate in all things in the defense of such proceeding.
5. **Termination:** The insured may terminate this Policy at any time giving to the Company 30 days' previous notice. The Company may terminate this Policy at any time giving the insured 30 days' written notice. Any such notice sent by registered mail and shall state the same minimum shall become effective. The effective date of termination shall be the end of the period of this Policy.

**In Witness Whereof,** the Company has caused this Policy to be executed and attested, but this Policy shall not be valid unless signed on this Declaration page by a duly authorized representative of the Company.