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HomeMy WebLinkAbout375117 VERA FULLAWAY - CONTRACT - SOLE SOURCE - VERA FULLAWAYOfficial Purchasing Document Last updated 10/2017 Services Agreement - PFA SS 2018 – Carseat Safety Program Page 1 of 12 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City", as agent, on behalf of the POUDRE FIRE AUTHORITY (PFA), and VERA FULLAWAY, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of two (2) pages and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence upon execution by all parties and shall continue in full force and effect until September 30, 2019, unless sooner terminated as herein provided. In addition, at the option of the City and/or PFA, the Agreement may be extended for additional one-year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City and PFA of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City and/or PFA may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: Vera Fullaway 10973 W Maryland Ave Lakewood, CO 80232 Poudre Fire Authority Attn: Madeline Noblett 102 Remington Street Fort Collins, CO 80524 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the and/or PFA, the Service Provider shall be paid for DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Official Purchasing Document Last updated 10/2017 Services Agreement - PFA SS 2018 – Carseat Safety Program Page 2 of 12 services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City and/or PFA shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, as per the attached Exhibit B, consisting of one (1) page, and incorporated herein by this reference. 6. City Representative. The and/or PFA will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City and/or PFA Representative. 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins or the Poudre Fire Authority. The City and/or PFA shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the City and/or PFA, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City and/or PFA), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City and/or PFA, nor will it obligate the City and/or PFA to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City and/or PFA to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City and PFA enter into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City and/or PFA. 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City and/or PFA under this Agreement or cause of action arising out of performance of this Agreement. 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Official Purchasing Document Last updated 10/2017 Services Agreement - PFA SS 2018 – Carseat Safety Program Page 3 of 12 of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City and/or PFA. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City and/or PFA -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City and/or PFA of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City and/or PFA. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City and/or PFA, their officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Official Purchasing Document Last updated 10/2017 Services Agreement - PFA SS 2018 – Carseat Safety Program Page 4 of 12 shall provide and maintain insurance coverage naming the City and PFA as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 17. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8- 17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Official Purchasing Document Last updated 10/2017 Services Agreement - PFA SS 2018 – Carseat Safety Program Page 5 of 12 alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit D - Confidentiality, consisting of one (1) page, and Exhibit E – Affidavit for Lawful Presence, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Official Purchasing Document Last updated 10/2017 Services Agreement - PFA SS 2018 – Carseat Safety Program Page 6 of 12 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: POUDRE FIRE AUTHORITY By: _________________________________ Tom DeMint, Fire Chief Date: ______________________________ ATTEST: APPROVED AS TO FORM: VERA FULLAWAY By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 10/11/2018 Vera Fullaway CPS Certification Manager for Poudre Fire Authority Assistant City Attorney ll 10/22/2018 10/22/2018 City Clerk Official Purchasing Document Last updated 10/2017 Services Agreement - PFA SS 2018 – Carseat Safety Program Page 7 of 12 EXHIBIT A SCOPE OF SERVICES Service Provider, Vera Fullaway, will provide the national standardized child passenger safety technician trainings at the PFA Training Center for members of Poudre Fire Authority and surrounding agencies. JOB DUTIES  Teach six child passenger safety technician trainings and, on an as-needed basis, certification renewal trainings.  Work with PFA Training Center personnel to manage child passenger safety certifications held by PFA firefighters and staff, ensuring compliance with PFA policies and Safe Kids Worldwide. PFA staff members will have access to Target Solutions and provide reports/data as requested. o PFA does not grant non-PFA personnel backend system access.  Maintain a list of currently certified PFA technicians, making recommendations about scheduling of classes based upon organizational needs (i.e. There are four people who will need to renew their certification, so Service Provider will plan to send them an invitation to X class on X date.).  Work with PFA staff members to set dates/locations for upcoming classes, and reserve the required rooms at the PFA Training Center. Provide support in advertising these trainings (I.e. Share throughout Service Provider’s network, counsel PFA staff on various websites to post the classes, etc.).  Serve as an ongoing resource to PFA’s certified child passenger safety technicians, answering questions about child passenger safety systems on an as-needed basis. (Phone, email, etc.)  Identify opportunities for ongoing education, outside the scope of technician classes. (I.e. Frequently- asked questions guide, video training in Target Solutions, etc.).  Provide PFA with four quarterly updates that detail the program’s impact and activity. (Ex. Includes classes hosted, total class participants, requests for help from technicians, certificate maintenance, etc.)  Meet with PFA personnel in prior to the end of the initial one year term to review program’s overall activity and outcomes, and to determine future course of action. PFA/STAFF ROLES  PFA’s Public Education program, with support from the Operations and Support Services Divisions (Training), will continue management of the child passenger safety seat program, to include: o Coordination of car seat-safety check appointment scheduling, o Collection of car safety seat-check appointment data (in PFA’s record management system ImageTrend), o Inclusion of car safety-seat check data/program results in PFA’s annual report, o Periodic review of PFA Administrative Policy 45 – Car Seat Program, last revised DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Official Purchasing Document Last updated 10/2017 Services Agreement - PFA SS 2018 – Carseat Safety Program Page 8 of 12 Feb. 27, 2017. The policy outlines PFA’s Car Seat Program and roles of the Child Passenger Safety Technician, or CPS Techs. In particular, CPS Technicians are “required to maintain their certification for a minimum of (4) years from date of hire. This provides PFA with adequate technicians to ensure prompt, skillful, and caring customer service to those who request child seat installation.” o PFA Training Center/Front Range Fire Consortium Fire Academy staff will share Administrative Policy 45 with PFA fire academy recruits during/as part of each class’s scheduled technician training (this can be written and/or verbal), o Coordinate with Service Provider to advertise upcoming classes, and process payment for class participants. o Any other needs determined on an ongoing basis. o PFA reserves the right to set the class cost for participants. Revenue from classes will be used by PFA to pay for Service Provider’s services and support future needs of PFA’s child passenger car seat safety program, and other risk- reduction needs. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Official Purchasing Document Last updated 10/2017 Services Agreement - PFA SS 2018 – Carseat Safety Program Page 9 of 12 EXHIBIT B COMPENSATION The fees for service will be accounted for in PFA’s Public Affairs and Education budget and will be reviewed on an annual basis. Service Provider may plan for a total budget of approximately $6,500. This budget estimate is subject to change depending on the PFA’s needs and annual appropriation of funds. Service Provider will not have access to PFA’s budgeting system; however, Service Provider may coordinate with PFA’s Public Affairs and Communication Manager and/or his/her designees to track costs over time. Proposed Fee Structure  Teaching Stipend: $500/day The stipend is intended to cover costs including mileage, hotel, per diem, fuel and rental van for transporting equipment and the purchase of necessary classroom supplies. Service Provider will coordinate with PFA’s accounting/finance staff members to obtain necessary documentation to receive the government hotel/motel room discount. Annual Cost to PFA Budget  National Standardized Child Passenger Safety Technician Training (2x annually) $3,000  Continuing education in-person classroom trainings (4x annually) $2,000 TOTAL COST: $5,000 Additional Budget Line Items  Certification Renewal Trainings for Technicians needing to renew certification (coordinated on an as-needed basis.): $1,000  Discretionary budget for snacks provided to class participants: $500 annually o For snacks, Service will coordinate with PFA’s Quartermaster to place orders ahead of scheduled classes and have snacks delivered to the PFA Training Center. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Official Purchasing Document Last updated 10/2017 Services Agreement - PFA SS 2018 – Carseat Safety Program Page 10 of 12 EXHIBIT C INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Official Purchasing Document Last updated 10/2017 Services Agreement - PFA SS 2018 – Carseat Safety Program Page 11 of 12 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”), as agent, on behalf of the Poudre Fire Authority (the “PFA”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City and/or PFA or their employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City and/or PFA may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City and/or PFA, or that relates to the business of the City and/or PFA, or that is used by the City and/or PFA in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City and/or PFA). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City and/or PFA. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City and/or PFA. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City and/or PFA in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City and/or PFA, or the City and/or PFA so requests for any reason, the Service Provider shall promptly return to the City and/or PFA any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City and/or PFA’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City and/or PFA shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Official Purchasing Document Last updated 10/2017 Services Agreement - PFA SS 2018 – Carseat Safety Program Page 12 of 12 EXHIBIT E AFFIDAVIT FOR LAWFUL PRESENCE AFFIDAVIT PURSUANT TO C.R.S. 24-76.5-103 I, Vera Fullaway , swear or affirm under penalty of perjury under the laws of the State of Colorado that (check one): ___ I am a United States citizen, or ___ I am a Permanent Resident of the United States, or ___ I am lawfully present in the United States pursuant to Federal law. I understand that this sworn statement is required by law because I have applied for a public benefit. I understand that state law requires me to provide proof that I am lawfully present in the United States prior to receipt of this public benefit. I further acknowledge that making a false, fictitious, or fraudulent statement or representation in this sworn affidavit is punishable under the criminal laws of Colorado as perjury in the second degree under Colorado Revised Statute 18-8-503 and it shall constitute a separate criminal offense each time a public benefit is fraudulently received. ______________________________________ _____________________ Signature Date DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 10/11/2018 X Account # 2700971 HSI PO Box 410679 / Kansas City, MO 64141-0679 1-888-958-7786 / FAX: 913-652-3966 October 12, 2018 Vera FullawayTraffic Safety Education, NA 10973 W. maryland Avenue Lakewood, CO 80232 Certificate #: 109-2001003-00 RE: Your HSI-sponsored Professional Liability Insurance Certificate Dear Policyholder: Thank you for your support of the Professional Liability Insurance Program endorsed by HSI. The following is your official Professional Liability Insurance Certificate, which includes an Evidence of Insurance to serve as your Proof of Coverage. Please be sure to read your entire insurance packet very carefully so you have a complete understanding of the coverage afforded you through this program. At the first notice of a claim, lawsuit or potential claim, please contact one of our customer service representatives immediately. We will assist you by obtaining the necessary information which will help us get your claims process started. Our claims staff is dedicated to listening, understanding and taking action to route your claim to the necessary experts that will be working on your behalf. Should you have any questions regarding your policy or the HSI-sponsored Professional Liability Insurance Program, please be sure to contact us at 1-888-958-7786. Our professional staff is available to assist you from 8:00 a.m. through 5:00 p.m. CST, Monday through Friday. You may also e-mail us your questions at Lockton_info@locktonaffinity.com. Be sure to include your certificate number in your correspondence. Sincerely, Your Customer Service Representative DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Claim Reporting Allied Health Professional Liability and General Liability Insurance Important Reminder: prompt reporting of a claim or potential claim reduces loss and expense. Claim Reporting Contact Information Phone 1-888-958-7786 Fax 1-913-652-3966 Email Lockton_info@locktonaffinity.com Mail Lockton Affinity, LLC PO Box 410679 Kansas City, MO 64141-0679 Insurance Program Administered by Lockton Affinity, LLC Account # 2700971 DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 CERTIFICATE OF INSURANCE Master Policy Named insured National Professional Purchasing Group Association, Inc. c/o Lockton Affinity, LLC P. O. Box 410679 Kansas City, Missouri 64141-0679 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND, OR ALTER THE COVERAGE AFFORDED BY THE CERTIFICATE DESCRIBED BELOW. Named Insured Member: Vera Fullaway Traffic Safety Education, NA 10973 W. maryland Avenue Lakewood, CO 80232 Member Certificate Number: 109-2001003-00 Primary Occupation: Health and Safety Educator INSURERS AFFORDING COVERAGE: Certain Underwriters at Lloyd’s, London THE CERTIFICATE OF INSURANCE LISTED BELOW HAS BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS DOCUMENT MAY PERTAIN, THE INSURANCE AFFORDED BY THE CERTIFICATE ISSUED TO THE MEMBER NAMED ABOVE IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF THE MASTER POLICY TO WHICH IT REFERS TO. AGGREGATE LIMITS MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1. Unique Market Reference Number: B0713GLOPR1800702 2. Policy Period: The Policy Period shall commence during the Policy Period set forth below. Coverage shall commence from the date upon which the Named Insured holds a valid RPG membership during the Policy Period and shall continue up to but not exceeding 365 days in all. From: 10/12/2018 To: 10/12/2019 Both dates at 12:01 a.m Local Time at the address stated in Item 1 above. 3. Policy Administrator: Lockton Affinity, LLC P.O. Box 410679 Kansas City, MO 64141-0679 4. Insuring Agreements and Limits of Liability A. Professional Liability: i. Each Claim includes Claims Expenses $1,000,000 ii. Aggregate Limit of Liability includes Claims Expenses $3,000,000 B. General Liability (includes Host Liquor Liability) i. Each Claim includes Claims Expenses $1,000,000 ii. Aggregate Limit of Liability includes Claims Expenses $3,000,000 C. Fire/Water Damage Legal Liability from any one fire or Water Damage includes Claims Expenses $100,000 D. Medical Expense Payments i. Each Person $2,000 ii. Aggregate Limit of Liability $50,000 E. Policy Aggregate Limit of Liability includes Claims Expenses $3,000,000 Supplementary payments are in addition to these limits. CERTIFICATE HOLDER CANCELLATION Poudre Fire Authority 102 Remington Street Ft. Collins, CO 80521 SHOULD THE ABOVE DESCRIBED POLICY BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE LII 482 Certificate of Insurance (10-13) DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 CERTIFICATE OF INSURANCE Master Policy Named insured National Professional Purchasing Group Association, Inc. c/o Lockton Affinity, LLC P. O. Box 410679 Kansas City, Missouri 64141-0679 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND, OR ALTER THE COVERAGE AFFORDED BY THE CERTIFICATE DESCRIBED BELOW. Named Insured Member: Vera Fullaway Traffic Safety Education, NA 10973 W. maryland Avenue Lakewood, CO 80232 Member Certificate Number: 109-2001003-00 Primary Occupation: Health and Safety Educator INSURERS AFFORDING COVERAGE: Certain Underwriters at Lloyd’s, London THE CERTIFICATE OF INSURANCE LISTED BELOW HAS BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS DOCUMENT MAY PERTAIN, THE INSURANCE AFFORDED BY THE CERTIFICATE ISSUED TO THE MEMBER NAMED ABOVE IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF THE MASTER POLICY TO WHICH IT REFERS TO. AGGREGATE LIMITS MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1. Unique Market Reference Number: B0713GLOPR1800702 2. Policy Period: The Policy Period shall commence during the Policy Period set forth below. Coverage shall commence from the date upon which the Named Insured holds a valid RPG membership during the Policy Period and shall continue up to but not exceeding 365 days in all. From: 10/12/2018 To: 10/12/2019 Both dates at 12:01 a.m Local Time at the address stated in Item 1 above. 3. Policy Administrator: Lockton Affinity, LLC P.O. Box 410679 Kansas City, MO 64141-0679 4. Insuring Agreements and Limits of Liability A. Professional Liability: i. Each Claim includes Claims Expenses $1,000,000 ii. Aggregate Limit of Liability includes Claims Expenses $3,000,000 B. General Liability (includes Host Liquor Liability) i. Each Claim includes Claims Expenses $1,000,000 ii. Aggregate Limit of Liability includes Claims Expenses $3,000,000 C. Fire/Water Damage Legal Liability from any one fire or Water Damage includes Claims Expenses $100,000 D. Medical Expense Payments i. Each Person $2,000 ii. Aggregate Limit of Liability $50,000 E. Policy Aggregate Limit of Liability includes Claims Expenses $3,000,000 Supplementary payments are in addition to these limits. CERTIFICATE HOLDER CANCELLATION PROOF OF COVERAGE SHOULD THE ABOVE DESCRIBED POLICY BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE LII 482 Certificate of Insurance (10-13) DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 SCHED 11-11 Page 1 of 1 SCHEDULE OF INSURERS LLOYD’S POLICY This Policy (hereinafter referred to as “certificate”) is effected with certain Underwriters at Lloyd’s, London. Limited Authorization. This Certificate is issued in accordance with the limited authorization granted to the Authorized Representative (hereinafter referred to as “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 Insured is requested to read this Certificate, and if it is not correct, return it immediately to the Correspondent for appropriate alteration. Inquiries. All inquiries regarding this Certificate should be addressed to the following Correspondent: Lockton Affinity, LLC 1-888-958-7786 P.O. Box 879610 Kansas City, Missouri 64187-9610 Signature Required. This Certificate shall not be valid unless signed by the Correspondent on the attached Declarations Page Correspondent Not Insurer. The Correspondent is not an Insurer hereunder and neither is nor shall be liable for any loss or claim whatsoever. The Insurers hereunder are those Underwriters at Lloyd's, London whose syndicate numbers can be ascertained as hereinbefore set forth. As used in this Notice of Insurance Certificate "Underwriters" shall be deemed to include incorporated as well as unincorporated persons or entities that are Underwriters at Lloyd's, London. Cancellation. If the insurance described herein provides for cancellation and if said insurance is cancelled after the inception date, earned premium must be paid for the time the insurance has been in force. Assignment. The insurance described herein shall not be assigned either in whole or in part without the written consent of the Correspondent endorsed hereon. Attached Conditions Incorporated. The insurance described in this Certificate is subject to all provisions, conditions and warranties set forth herein, attached, or endorsed, all of which are to be considered incorporated herein as further descriptive of the insurance the placement of which is evidenced by this Certificate. Name of Insurer and Percentage Participation on this Risk and Authority Reference Number: Certain Underwriters, Lloyds, London Syndicate Number Liability signing Beazley Furlonge Ltd AFB 2623 82% Beazley Furlonge Ltd AFB 623 18% DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 POLICY NUMBER: IL 09 85 01 15 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. IL 09 85 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 2 DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE SCHEDULE – PART I Terrorism Premium (Certified Acts) $ 0 This premium is the total Certified Acts premium attributable to the following Coverage Part(s), Coverage Form(s) and/or Policy(ies): General Liability Additional information, if any, concerning the terrorism premium: SCHEDULE – PART II Federal share of terrorism losses 82 % Year: 20 18 Federal share of terrorism losses 81 % Year: 20 19 Federal share of terrorism losses 80 % Year: 20 20 (Refer to Paragraph B. in this endorsement.) A. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act. The portion of your premium attributable to such coverage is shown in the Schedule of this endorsement or in the policy Declarations. B. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals a percentage (as shown in Part II of the Schedule of this endorsement or in the policy Declarations) of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Page 2 of 2 © Insurance Services Office, Inc., 2015 IL 09 85 01 15 C. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 LLOYD'S PRIVACY POLICY STATEMENT UNDERWRITERS AT LLOYD'S, LONDON The Certain Underwriters at Lloyd's, London want you to know how we protect the confidentiality of your non-public personal information. We want you to know how and why we use and disclose the information that we have about you. The following describes our policies and practices for securing the privacy of our current and former customers. INFORMATION WE COLLECT The non-public personal information that we collect about you includes, but is not limited to: Information contained in applications or other forms that you submit to us, such as name, address, and social security number Information about your transactions with our affiliates or other third-parties, such as balances and payment history Information we receive from a consumer-reporting agency, such as credit-worthiness or credit history INFORMATION WE DISCLOSE We disclose the information that we have when it is necessary to provide our products and services. We may also disclose information when the law requires or permits us to do so. CONFIDENTIALITY AND SECURITY Only our employees and others who need the information to service your account have access to your personal information. We have measures in place to secure our paper files and computer systems. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 RIGHT TO ACCESS OR CORRECT YOUR PERSONAL INFORMATION You have a right to request access to or correction of your personal information that is in our possession. CONTACTING US If you have any questions about this privacy notice or would like to learn more about how we protect your privacy, please contact the agent or broker who handled this insurance. We can provide a more detailed statement of our privacy practices upon request. 06/03 LSW1135B DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 CERTIFICATE OF INSURANCE EFFECTED WITH CERTAIN UNDERWRITERS AT LLOYD’S, LONDON FOR THE MEMBERS OF THE RISK PURCHASING GROUP ALLIED HEALTH PROFESSIONAL LIABILITY AND GENERAL LIABILITY CLAIMS MADE AND REPORTED INSURANCE This Certificate of Insurance is issued as a Notice of Insurance for information only. It does not constitute a legal contract of insurance. The Master Policy, Declarations and Application of the Named Insured, if any, form the entire contract. This Certificate is furnished in accordance with, and in all respects is subject to all terms, conditions and exclusions of the Master Policy, a copy of which is attached hereto. The original Master Policy may be inspected at the offices of the Risk Purchasing Group (the “RPG”). This Certificate is to notify the member named below (the “Named Insured”) that the following insurance has been effected with certain Underwriters at Lloyd’s, London (not incorporated) (the “Underwriters”) for the Policy Period specified below under the Master Policy (the “Master Policy”) issued to the RPG. The attached Master Policy provides coverage on a claims made and reported basis and apply only to Claims first made against the Insured during the Policy Period or the Extended Reporting Period (if applicable) and reported to underwriters during the Policy Period or otherwise provided in clause XII. of the attached Master Policy. Unique Market Reference Number: B0713GLOPR1800702 1. Named Insured: Vera FullawayTraffic Safety Education, NA Address: 10973 W. maryland Avenue City/State/Zip: Lakewood, CO 80232 Master Policy Number: GLOPR1800702 Membership Number: 109-2001003-00 Risk Purchasing Group: National Professional Purchasing Group Association, Inc. 2. Policy Period: The Policy Period shall commence during the Policy Period set forth below. Coverage shall commence from the date upon which the Named Insured holds a valid RPG membership during the Policy Period and shall continue up to but not exceeding 365 days in all. From: 10/12/2018 To: 10/12/2019 Both dates at 12:01 a.m Local Time at the address stated in Item 1 above. 3. Insuring Agreements and Limits of Liability A. Professional Liability: i. Each Claim includes Claims Expenses $1,000,000 ii. Aggregate Limit of Liability includes Claims Expenses $3,000,000 B. General Liability (includes Host Liquor Liability) i. Each Claim includes Claims Expenses $1,000,000 ii. Aggregate Limit of Liability includes Claims Expenses $3,000,000 C. Fire/Water Damage Legal Liability from any one fire or Water Damage includes Claims Expenses $100,000 D. Medical Expense Payments i. Each Person $2,000 ii. Aggregate Limit of Liability $50,000 E. Policy Aggregate Limit of Liability includes Claims Expenses $3,000,000 Supplementary payments are in addition to these limits. 4. Deductible Each Claim/Accident/ Deductible includes Claims Expenses: $1,000 Per Claim 5. Policy Administrator: Lockton Affinity, LLC P.O. Box 410679 Kansas City, MO 64141-0679 DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 6. Retroactive Date: 10/12/2018 7. Extended Reporting Period Options Options (a) through (c) below apply to Insuring Agreement A.1. Option (d) below applies to Insuring Agreements A.2., A.3. and A.5. a. 12 Months for a Charge of 100% Expiring Premium b. 24 Months for a Charge of 150% Expiring Premium c. 36 Months for a Charge of 200% Expiring Premium d. Unlimited for a Charge of 200% Expiring Premium 8. Notifications under this Policy (Cancellation and Request for Extended Reporting Period ) to: Lockton Affinity, LLC P.O. Box 410679 Kansas City, MO 64141-0679 Fax: 913-652-3966 Email: Lockton_info@locktonaffinity.com 9. Territory: This insurance applies to negligent acts, errors, omissions or Accidents which take place anywhere in the world, provided the Claim is first made against the Insured within the United States of America, its possessions and territories, - Puerto Rico and Canada. 10. Service of process in any suit shall be made upon: Lloyds Illinois, Inc., 115 La Salle Street, Chicago, IL 60603 11. Choice of Law State: Illinois 12. Terrorism Coverage: Included for General Liability Coverage Part 13. Claim Notifications under this Policy shall be given to: Beazley Group, 30 Batterson Park Road, Farmington CT 06032 Email: CLAIMS@BEAZLEY.COM FAX: 1-866-910-1397 14. Premium: $99.00 Administrative Fee: $20.00 DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 15. Attached Policy Forms and Notices : LII 482 (07-13) Professional Liability & General Liability Policy Wording LII 482 B (10-13) Illinois Amendatory Endorsement LII 482 D (07-13) Cap On Losses From Certified Acts of Terrorism AIF 2657 (10/05) War and Terrorism Exclusion Endorsement SCHED 11-11 Schedule of Insurers IL 09 85 01/15 TRIA Disclosure Form LSW1135B 06 03 Lloyd’s Privacy Policy Statement The Master Policy contains the following exclusions: A. Exclusions applicable to Insuring Agreement I.A.1: a. Bodily Injury, Property Damage or Advertising Liability, except with respect to Bodily Injury arising out of any negligent act, error or omission of any Insured in rendering or failing to render Professional Services. b. Criminal, dishonest, fraudulent or malicious acts, error or omissions. c. Contractual liability d. Claims based upon an express or implied warranty or guarantee, or breach of contract in respect of an agreement to perform work for a fee e. Insured’s activities as a trustee, partner, officer, director or employee of any trust, charitable organization, corporations, company or business other than that of the Named Insured f. Financial or investment advice g. Libel or slander h. Plagiarism, misappropriation of likeness, infringement of any intellectual property right, including patent, trademark, trade secret, trade dress and copyright i. Not valid license for the performance of Professional Services j. Rendering or failing to render Professional Services to Professional Athletes k. Rendering or failing to render Professional Services to Nursing Homes, Assisted Living Housing and/or Independent Living Housing facilities B. Exclusions applicable to Insuring Agreement I.A.2, General Liability I.A.3, Fire and Water Damage Liability and I.A.5, Host Liquor Liability: a. Professional Liability b. Use of force or intended from the standpoint of the Insured c. Automobile, Aircraft and Watercraft exclusion d. Ownership, maintenance, operation, use, loading or unloading of any Mobile Equipment, operation or use of snowmobile, moped or motorized bicycle or trailer designed for use therewith e. Transportation of Mobile Equipment by any Automobile f. Alcoholic beverages exclusion g. Personal Injury to any employee or volunteer h. Property Damage to property owned, rented or temporarily occupied by the Insured, premises given away, sold or abandoned by the Insured, property loaned to the Insured i. Loss of use of tangible property which has not been physically injured or destroyed resulting from a delay in or lack of performance by or on behalf of the Named Insured of any contract or agreement; or the failure of the Named Insured’s products to meet the level of performance, quality, fitness. j. Property Damage to the Named Insured’s Products k. Withdrawal, recall, inspection, repair, replacement or loss of life of the Named Insured’s Products. l. Aircraft Products C. Exclusions applicable to Insuring Agreement I.A.4, Medical Expenses: a. Medical expenses for Bodily Injury to any Insured, to any person injured on that part of the premises the Named Insured owns or rents b. Benefits payable under worker’s compensation or disability laws c. War d. Prisoners D. Exclusions applicable to all Insuring Agreements: a. Claims against or in connection with any business enterprise not named in the Declarations which is owned by the Insured or in which any Insured is a trustee, partner, officer, director or employee b. Employee Retirement Income Security Act 1974 and amendments c. Claim or circumstance in respect of which any Insured has given notice to any insurer of any other policy or self- insurance prior to the inception date d. Claim or circumstance known to the Insured prior to the inception date e. Acts, error, omissions or Accidents which first took place prior to the Retroactive Date f. Discrimination g. Insolvency or Bankruptcy of the Insured p. Manufacture, handling sale or distribution of Phenylpropanolamine, Phenylpropanolamine Hydrochloride, PPA or any product or drug containing any of these substances q. Asbestos, Mould, Electromagnetic Field or Radiation, Pollution. r. Insured vs Insured s. HIV, AIDS, hepatitis or any other infectious disease or any complex or syndrome related. PLEASE NOTE THIS IS NOT AN EXHAUSTIVE LIST OF THE EXCLUSIONS AND YOU SHOULD READ THE MASTER POLICY FOR FULL DETAILS. The underwriters shall have the right and duty to defend any Claim against the Insured seeking Damages. Underwriters will pay Claims Expenses with respect to any Claim seeking Damages which are payable under the terms of the Master Policy. Claims Expenses shall reduce and may exhaust the Limits of Liability and are subject to the Deductible. If any payment is made under the Master Policy and there is available to the Underwriters any of the Insured’s rights of recovery against any other party, then the Underwriters shall maintain all such rights of recovery. The Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing after an incident or event giving rise to a Claim to prejudice such rights. By acceptance of the attached Master Policy, all Insureds agree that the statements contained in the Application are their agreements and representations, that they shall be deemed material to the risk assumed by the Underwriters, and that the Master Policy is issued in reliance upon the truth thereof. NO ADMISSION OF LIABILITY, ASSUMPTION OF OBLIGATION OR PROMISE TO PAY EITHER EXPRESS OR IMPLIED MAY BE MADE EITHER VERBALLY OR IN WRITING. IF THE INSURED RECEIVES ANY NOTICE OF A CLAIM OR IS AWARE OF A CIRCUMSTANCE WHICH MAY RESULT IN A CLAIM FULL DETAILS OF THE CLAIM, CIRCUMSTANCE OR INCIDENT SHOULD BE SENT IMMEDIATELY IN WRITING BY EMAIL OR LETTER (INCLUDING THE INSURED MEMBERSHIP NUMBER) TO THE ADDRESS STATED IN ITEM 13 OF THIS CERTIFICATE OF INSURANCE. NOTE: THE MASTER POLICY APPLIES IN EXCESS OF ANY OTHER VALID AND COLLECTIBLE INSURANCE AVAILABLE TO ANY INSURED. 10/12/2018 _________________________________ _______________ Signature of Authorized Representative Issue Date LII 482 Cert (07-13) DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 1 ALLIED HEALTH PROFESSIONAL LIABILITY AND GENERAL LIABILITY CLAIMS MADE AND REPORTED INSURANCE NOTICE: This is a Claims Made and Reported Policy. Except to such extent as may otherwise be provided herein, the coverage afforded under this insurance policy is limited to those Claims which are first made against the Insured and reported to the Underwriters during the Policy Period. Damages and Claims Expenses shall be applied against the Deductible. Certain words and phrases which appear in bold type have special meaning; please refer to Section VI., Definitions. Please review the coverage afforded under this insurance policy carefully and discuss the coverage hereunder with your insurance agent or broker. In consideration of the payment of premium and reliance upon the statements, representations and warranties made in the application which is made a part of this insurance policy (hereinafter referred to as the “Policy” or “insurance”) and subject to the Limit of Liability, exclusions, conditions and other terms of this insurance, the Underwriters agree with the Named Insured (set forth in Item 1 of the Declarations, made a part hereof) as follows: I. INSURING AGREEMENTS A. Coverage 1. Professional Liability The Underwriters will pay on behalf of the Insured Damages and Claims Expenses which the Insured shall become legally obligated to pay because of any Claim or Claims for Bodily Injury first made against any Insured during the Policy Period and reported to the Underwriters during the Policy Period or any applicable Extended Reporting Period, arising out of any negligent act, error or omission of the Insured in rendering or failing to render Professional Services for others, on behalf of the Named Insured designated in Item 1 of the Declarations, except as excluded or limited by the terms, conditions and exclusions of this Policy. 2. General Liability The Underwriters will pay on behalf of the Insured Damages and Claims Expenses which the Insured shall become legally obligated to pay or assumed by the Insured under contract because of any Claim or Claims first made against any Insured during the Policy Period and reported to the Underwriters during the Policy Period or any applicable Extended Reporting Period, for Personal Injury, Property Damage or Advertising Liability caused by an Accident, except as excluded or limited by the terms, conditions and exclusions of this Policy. 3. Fire and Water Damage Legal Liability The Underwriters will pay on behalf of the Insured Damages and Claims Expenses which the Insured shall become legally obligated to pay because of any Claim or Claims first made against any Insured during the Policy Period and reported to the Underwriters during the Policy Period or any applicable Extended Reporting Period, for Property Damage to the premises, while rented to the Insured or temporarily occupied by the Insured with permission of the owner, arising out of any one fire or any one Water Damage that occurs during the Policy Period except as excluded or limited by the terms, conditions and exclusions of this Policy. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 2 Under no circumstances will this coverage be extended to cover First Party Property Damage or Property Damage to personal property. 4. Medical Expenses The Underwriters will pay medical expenses as described below for Bodily Injury caused by an Accident: a. On premises the Insured owns or rents; b. On ways next to the premises the Insured owns or rents; or c. Because of the Insured’s operations; Provided that: a. The Accident takes place in the Coverage Territory and during the Policy Period; b. The Accident is reported to the Underwriters during the Policy Period. c. The expenses are incurred and reported to the Underwriters within three years of the date of the Accident; d. The injured person submits to an examination, at Underwriters expense, by physicians of Underwriters choosing as often as the Underwriters reasonably require. The Underwriters will make these payments regardless of fault. These payments will not exceed the applicable Limit of Liability stated in the Schedule. Underwriters will pay reasonable expenses for: a. first aid administered at the time of the Accident; b. necessary medical, surgical, x-ray and dental services, including prosthetic devices; and c. necessary ambulance, hospital, professional nursing and funeral services. 5. Host Liquor Liability The Underwriters will pay on behalf of the Insured Damages and Claims Expenses which the Insured shall become legally obligated to pay because of any Claim or Claims first made against any Insured during the Policy Period and reported to the Underwriters during the Policy Period or any applicable Extended Reporting Period, for Personal Injury or Property Damage arising out of the giving or serving of alcoholic beverages at functions incidental to the Insured’s Professional Services, providing the Insured is not engaged in the business of manufacturing, distributing, selling or serving of alcoholic beverages. This coverage will not apply to liability imposed because of the violation of a statute, ordinance or regulation pertaining to the manufacturing, sale, gift, distribution or use of any alcoholic beverage including the selling, serving or giving of any alcoholic beverage to a person under the legal drinking age. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 3 B. Defense and Settlement 1. The Underwriters shall have the right and duty to defend the Insured subject to the Limit of Liability, for any Claim first made against the Insured seeking payment under the terms of this insurance, even if any of the allegations of the Claim are groundless, false or fraudulent. The Underwriters shall choose defense counsel in conjunction with the Insured, but in the event of a dispute, the decision of the Underwriters is final. 2. It is agreed that the Limit of Liability available to pay Damages shall be reduced and may be completely exhausted by payment of Claims Expenses. Damages and Claims Expenses shall be applied against the Deductible set forth in Item 4 of the Declarations. 3. The Underwriters shall have the right to make any investigation they deem necessary, including, without limitation, any investigation with respect to coverage and statements made in the application. 4. If the Insured refuses to consent to any settlement or compromise recommended by the Underwriters and acceptable to the Claimant and elects to contest the Claim, the Underwriters’ liability for any Damages and Claims Expenses 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 defense of the Claim by tendering control of said defense to the Insured. 5. Subject to the Limit of Liability of this Policy, the Underwriters shall pay all premiums on bonds to release attachments, 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 suit, all interest accruing after entry of judgment until Underwriters have paid, tendered or deposited in courts such part of such judgment as does not exceed the Underwriters’ Limit of Liability. 6. Subject to the Limit of Liability of this Policy, the Underwriters shall reimburse the Insured for all reasonable expenses, other than loss of earnings, incurred at the Underwriters’ request. 7. It is further provided that the Underwriters shall not be obligated to pay any Damages or Claims Expenses, or to undertake or continue defense of any Claim after the applicable Limit of Liability has been exhausted by payment of Damages or Claims Expenses or after deposit of the remaining applicable Limit of Liability in a court of competent jurisdiction, and that upon such payment, the Underwriters shall have the right to withdraw from the further defense of the Claim by tendering control of said defense to the Insured. II. SUPPLEMENTARY PAYMENTS – INSURING AGREEMENTS I.A.1 AND I.A.2 1. Underwriters will pay, with respect to any Claim that Underwriters investigate or settle, or any Suit against an Insured that Underwriters defend: DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 4 a. Actual loss of earnings and reasonable expenses due to the Insured’s attendance at mediation meetings, arbitration proceedings, hearings and trials. The maximum the Underwriters will pay is $500 per day for all Insureds and up to a total of $10,000 for each Claim. b. Actual loss of earnings and reasonable expenses due to the Insured’s attendance at a deposition. The maximum the Underwriters will pay is $5,000 for each Deposition and up to a total of $25,000 during any one Policy Period. 2. Underwriters will pay up to $500 for each Accident, subject to a $5,000 Aggregate Limit of Liability during any one Policy Period, for Property Damage occurring during the Policy Period to property of others in the care, custody or control of the Insured. However, Underwriters will not pay for Property Damage to property of others in the care, custody or control of the Insured: a. Caused intentionally by any Insured who has reached the age of majority in the Insured’s state; or b. Who are tentants of, or residents, in the Insured’s premises; or c. Arising out of the ownership, use, maintenance or entrustment to other of an Automobile, Mobile Equipment, watercraft or aircraft. 3. Underwriters will pay up to $5,000, subject to a $10,000 aggregate limit during any one Policy Period, for fees, costs and expenses associated with each investigation or proceedings brought by a state licensing board or other regulatory body in relation to the Insured’s Professional Services license. However, Underwriters will not pay any expenses or fees arising out of or resulting from criminal proceedings. These supplementary payments will not reduce the limits of liability. III. PERSONS INSURED Each of the following is an Insured under this insurance to the extent set forth below: A. if the Named Insured designated in Item 1 of the Declarations is an individual, the person so designated but only with respect to the conduct of the business of which he or she is the sole proprietor, and the spouse of the Named Insured with respect to the conduct of such a business, and any employee, student, intern or volunteer worker while acting within the scope of his or her duties as such; B. if the Named Insured designated in Item 1 of the Declarations is a partnership or joint venture, the partnership or joint venture so designated, any Predecessor Firm, and any partner or member thereof but only with respect to his or her liability as such and any employee, student, intern or volunteer worker while acting within the scope of his or her duties as such; C. if the Named Insured designated in Item 1 of the Declarations is other than an individual, partnership or joint venture, the organization so designated, any Predecessor Firm, and any executive officer, director, stockholder, employee, DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 5 student, intern, administrator or volunteer worker thereof while acting within the scope of his or her duties as such;; D. any person who previously qualified as an Insured under (c) above prior to the termination of the required relationship with the Named Insured, but solely with respect to: 1. Professional Services performed on behalf of the Named Insured designated in Item 1 of the Declarations, or 2. an Accident arising solely out of the Named Insured’s operations occurring prior to the termination of the required relationship with the Named Insured; E. the estate, heirs, executor, administrators, assigns and legal representatives of any Insured in the event of the Insured’s death, incapacity, insolvency or bankruptcy, but only to the extent that such Insured would otherwise be provided coverage under this Policy; and F. An Additional Insured, but only as respects the vicarious liability of such individual or entity: i. for Bodily Injury caused by negligent acts, errors or omissions of the Named Insured otherwise covered under Insuring Agreement I.A.1 Professional Services Liability of this policy. ii. For Personal Injury, Property Damage or Advertising Liability caused by an Accident otherwise covered by Insuring Agreement I.A.2, General Liability of this policy. iii. For Property Damage arising out of any one fire or any one Water Damage as covered by Insuring Agreement I.A.3, Fire and Water Damage Legal Liability of this policy. This Policy shall not apply to any liability arising out of the conduct of any partnership or joint venture of which the Insured is a partner or member and which is not designated in this Policy as a Named Insured. IV. TERRITORY This insurance applies to negligent acts, errors, omissions or Accidents which take place anywhere in the world, provided the Claim is first made against the Insured within the United States of America, its possessions and territories, - Puerto Rico and Canada. V. EXCLUSIONS 1. Exclusions applicable to Insuring Agreement I.A.1, Professional Liability The coverage under this Policy does not apply to Damages or Claims Expenses incurred with respect: a. to any Claim arising out of Personal Injury, Property Damage or Advertising Liability, except with respect to Bodily Injury arising out of any negligent act, error or omission of any Insured in the rendering or failing to render Professional Services; DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 6 b. to any Claim arising out of any criminal, dishonest, fraudulent or malicious act, error or omission of any Insured, committed with actual criminal, dishonest, fraudulent or malicious purpose or intent. However, notwithstanding the foregoing, the insurance afforded by this Policy shall apply to Claims Expenses incurred in defending any such Claim, but shall not apply to any Damages which the Insured might become legally obligated to pay; c. to any Claim arising out of or relating to any liability under any contract or agreement, whether written or oral, unless such liability would have attached to the Insured in the absence of such contract or agreement; d. to any Claim based upon an express or implied warranty or guarantee, or breach of contract in respect of any agreement to perform work for a fee; e. to any Claim arising out of any Insured’s activities as a trustee, partner, officer, director or employee of any trust, charitable organization, corporation, company or business other than that of the Named Insured; f. to any Claim arising out of failure to pay any bond, interest on any bond, any debt, financial guarantee or debenture; g. to any Claim arising out of any financial or investment advice given, referrals, warranties, guarantees or predictions of future performance made by any Insured as regards specific and identifiable investment items including but not limited to personal property, real property, stocks, bonds or securities; h. to any Claim arising out of the actual or alleged publication or utterance of libel or slander or other defamatory or disparaging material, or a publication or utterance in violation of an individual’s right to privacy; i. to any Claim arising out of actual or alleged plagiarism, misappropriation of likeness, breach of confidence, or misappropriation or infringement of any intellectual property right, including patent, trademark, trade secret, trade dress and copyright. j. to any Claims arising out of any negligent act, error or omission of any Insured in the rendering or failing to render Professional Services, if the Insured did not hold a valid license or certificate at the time of the performance of the Professional Services, except as provided for in Section XXVII, Licensure. k. to any Claim arising out of any negligent act, error or omission of any Insured in the rendering or failing to render Professional Services to Professional Athletes. l. to any Claim arising out of any negligent act, error or omission of any Insured in the rendering or failing to render Professional Services to residents of Nursing Homes, Assisted Living Housing and/or Independent Living Housing facilities. However, this exclusion does not apply if the Professional Services provided are counseling or pastoral counseling. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 7 2. Exclusions applicable to Insuring Agreement I.A.2, Insuring Agreement I.A.3 and Insuring Agreement I.A.5 The coverage under this Policy does not apply to Damages or Claims Expenses incurred with respect: a. to any Claim arising out of the rendering of or failure to render Professional Services by any Insured or by any person or organization for whose acts or omissions the Named Insured is legally responsible; b. to any Claim arising out of Personal Injury or Property Damage resulting from the use of force expected or intended from the standpoint of the Insured; c. to any Claim for liability arising out of Personal Injury or Property Damage arising out of ownership, maintenance, operation, use, loading or unloading of: 1. any Automobile, Aircraft or Watercraft owned or operated by or rented or loaned to any Insured; or 2. any other Automobile, Aircraft or Watercraft operated by any person in the course of his or her employment or volunteer duties for any Insured; d. to any Claim arising out of Personal Injury or Property Damage arising out of: 1. the ownership, maintenance, operation, use, loading or unloading of any Mobile Equipment while being used in any prearranged or organized racing, speed or demolition contest or in any stunting activity or in practice or preparation for such contest or activity; or 2. the operation or use of any snowmobile, moped or motorized bicycle, or trailer designed for use therewith; e. to any Claim for Personal Injury or Property Damage arising out of and in the course of the transportation of Mobile Equipment by any Automobile owned or operated by or rented or loaned to any Insured; f. to any Claim arising out of Personal Injury, Property Damage or Advertising Liability for which the Insured or his or her indemnitee may be held liable: 1. as a person or organization engaged in the business of manufacturing, distributing, selling, or serving alcoholic beverages; or 2. if not so engaged, as an owner or lessor of premises used for such purposes, if such liability is imposed by, or because of the violation of, any statute, ordinance or regulation pertaining to the sale, gift, distribution or use of any alcoholic beverage; g. to any Claim arising out of Personal Injury to: 1. any employee or volunteer of the Named Insured arising out of and in the course of his employment or retention by the Named Insured; or DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 8 2. the spouse, child, parent, brother or sister of the employee as a consequence of above. This exclusion applies: (i) whether the Insured may be liable as an employer or in any other capacity; and (ii) to any obligation to share Damages with or repay someone else who must pay Damages arising out of such liability; h. to any Claim arising out of Property Damage to: 1. property owned , rented or temporarily occupied by the Insured with permission of the owner, including fixtures permanently attached thereto, any costs or expenses incurred by the Insured, or any other person, organization, entity for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another’s property 2. Premises given away, sold or abandoned by the Insured if the Property Damage arises out of any part of those premises 3. Property loaned to the Insured; 4. that particular part of real property on which the Insured or any contractors or subcontractors working directly or indirectly on behalf of the Insured or temporarily occupied by the Insured as to premises rented to the Insured or temporarily occupied by the Insured with permission of the owner if such Property Damage arises out of those operations. 5. that particular part of any property that must be restored, repaired or replaced because the Insured’s work was incorrectly performed on it. Paragraph 1, 2 and 3 of this Exclusion does not apply to Property Damage to premises rented to the Insured or temporarily occupied by the Insured with permission of the owner, if such Property Damage arises out of fire or Water Damage. Paragraph 2.of this Exclusion does not apply if the premises are the Insured’s work and were never occupied, rented or held for rental by the Insured. Paragraphs 3, 4, & 5.. of this Exclusion does not apply to liability assumed under a sidetrack agreement. i. to any Claim arising out of Property Damage to premises owned or alienated by the Named Insured arising out of such premises or any part thereof. However, in relation to coverage I.A.3 (Fire and Water Damage Legal Liability) this exclusion does not apply to Property Damage to structures or portions thereof rented to or occupied by the Named Insured, including fixtures permanently attached thereto, if such Property Damage arises out of fire or Water Damage; j. to any Claim arising out of loss of use of tangible property which has not been physically injured or destroyed resulting from: DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 9 1. a delay in or lack of performance by or on behalf of the Named Insured of any contract or agreement; or 2. the failure of the Named Insured’s Products or work performed by or on behalf of the Named Insured to meet the level of performance, quality, fitness or durability warranted or represented by the Named Insured; but this Exclusion does not apply to loss of use of the other tangible property resulting from the sudden and accidental injury to or destruction of the Name Insured’s Products or work performed by or on behalf of the Named Insured after such products or work have been put to use by any person or organization other than the Insured; k. to any Claim arising out of Property Damage to the Named Insured’s Products, or for the cost of inspecting, repairing or replacing any defective or allegedly defective product or part thereof or for loss of use of any defective or allegedly defective product; l. to any Claim arising out of Property Damage to work performed by or on behalf of the Named Insured arising out of the work or any portion thereof, or out of materials, parts or equipment furnished in connection therewith; m. to any Claim arising out of the withdrawal, recall, inspection, repair, replacement or loss of life of the Named Insured’s Products or work completed by or for the Named Insured or of any property of which such products or work form a part, if such products, work or property are withdrawn from the market or from use because of any known or suspected defect or deficiency therein; n. to any Claim arising out of Aircraft Products, including, but not limited to, consequential loss of use thereof resulting from Grounding; o. to any Claim relating to Advertising Liability arising out of: 1. failure of performance of contract; provided, however, that this Exclusion shall not apply to the unauthorized appropriation of ideas based upon alleged breach of an implied contract; 2. infringement of patent, trademark, service mark, and trade name, other than titles or slogans by use thereof on or in connection with goods, products or services sold, offered for sale or advertised; or 3. incorrect description or mistake in advertised price of goods, products or services sold, offered for sale or advertised. 3. Exclusions applicable to Insuring Agreement I.A.4 Medical Payments The Underwriters will not pay expenses for Bodily Injury: a. To any Insured; b. To a person hired to do work for or on behalf of any Insured or a tenant of the Insured; c. To a person injured on that part of the premises the Named Insured owns or rents that the person normally occupies; DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 10 d. To a person, whether or not an Employee of any Insured, if benefits for the Bodily Injury are payable or must be provided under a workers’ compensation or disability benefits law or a similar law; e. Due to war, whether or not declared, or any act or condition incidental to war. War shall include civil war, insurrection, rebellion or revolution; f. Excluded under the Professional Liability Coverage; or g. To any prisoner. 4. Exclusions applicable to all insuring agreements. The coverage under this Policy does not apply to Damages or Claims Expenses incurred with respect: a. to any Claim made by or against or in connection with any business enterprise (including the ownership, maintenance or care of any property in connection therewith), not named in the Declarations, which is owned by any Insured or in which any Insured is a trustee, partner, officer, director or employee; b. to any Claim arising out of the Employee Retirement Income Security Act of 1974 and its amendments or any regulation or order issued pursuant thereto; c. to any Claim or circumstance which might lead to a Claim in respect of which any Insured has given notice to any insurer of any other policy or self-Insurance in force prior to the effective date of this Policy; d. to any Claim or circumstance which might lead to a Claim known to any Insured prior to the inception of this Policy and not disclosed to the Underwriters at inception; e. to any Claim or circumstance that might lead to a Claim arising out of any negligent act, error or omission or Accident which first took place, or is alleged to have taken place, prior to the Retroactive Date as set forth in Item 6 of the Declarations; f. to any Claim arising out of discrimination including but not limited to discriminatory employment practices, allegations of actual or alleged violations of civil rights or acts of discrimination based entirely or in part on the race, gender, pregnancy, national origin, religion, age or sexual orientation; g. to any Claim directly or indirectly arising out of: 1. the actual, alleged or threatened discharge, dispersal, release or escape or failure to detect the presence of Pollutants, provided that this Exclusion shall not apply to: (i) Personal Injury sustained by any patient, visitor or invitee; and (ii) Personal Injury or Property Damage arising out of heat, smoke or fumes from a Hostile Fire; 2. the manufacture, distribution, sale, resale, rebranding, installation, repair, removal, encapsulation, abatement, replacement or handling of, exposure to or testing for DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 11 Pollutants contained in a product, carried on clothing, inhaled, transmitted in any fashion or found in any form whatsoever; or 3. any governmental or regulatory directive or request that the Insured or anyone acting under its direction or control to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize said Pollutants; h. to any Claim arising out of the insolvency or bankruptcy of any Insured or of any other entity including but not limited to the failure, inability, or unwillingness to pay Claims, losses or benefits due to the insolvency, liquidation or bankruptcy of any such individual entity; i. to any Claim arising out of or resulting from: 1. any conduct, physical act, gesture, or spoken or written words of a sexual or physically violent nature by any Insured, including but not limited to, sexual intimacy (whether or not consensual), sexual molestation, sexual or physical assault or battery, sexual or physical abuse, sexual harassment or exploitation; or 2. the Insured’s actual or alleged negligent employment, investigation, supervision, hiring, training or retention of any Employee, Insured or person for whom the Insured is legally responsible and whose conduct falls within paragraph (1), above. j. to any Claim for punitive or exemplary Damages, or Damages which are a multiple of compensatory Damages, fines, sanctions, taxes or penalties, or the return of or reimbursement for fees, costs or expenses charged by any Insured; k. to any Claim arising out of Personal Injury to any employee or volunteer worker of the Insured arising out of and in the course of his employment by the Insured, or under any obligation for which the Insured or any carrier as his insurer may be liable, under any Workers’ Compensation, Unemployment Compensation, Disability Benefits Law or under any similar law; l. to any Claim based upon or arising out of a violation or alleged violation of the Securities Act of 1933 as amended, or the Securities Exchange Act of 1934 as amended, or any State Blue Sky or securities law or similar state or Federal statute and any regulation or order issued pursuant to any of the foregoing statutes; m. to any Claim or actual or alleged violation of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. §1961 et seq., and any amendments thereto, or any rules or regulations promulgated thereunder; n. to any Claim arising from costs of complying with physical modifications to any premises or any changes to the Insured’s usual business operations mandated by the Americans with Disabilities Act of 1990, including any amendments, or similar federal, state or local law; o. to any Claim based upon or arising out of any actual or alleged violation of any federal, state, or local anti-trust, restraint or trade, unfair competition, or price fixing law, or any rules or regulations promulgated thereunder; p. to any Claim caused directly or indirectly, in whole or in part, by: DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 12 1. any fungus(es) or spore(s); 2. any substance, vapour or gas produced by or arising out of any fungus(es) or spore(s); or 3. any materials, product, building component, building or structure that contains, harbours, nurtures or acts as a medium for any fungus(es) or spore(s); regardless of any other cause, event, material, product and/or building component that contributed concurrently or in any sequence to that injury or Damages. For the purposes of this Exclusion, the following Definitions are added: “Fungus(es)” includes, but is not limited to, any form of mold, mushroom or mildew. “Spore(es)” mean any reproductive body produced by or arising out of any fungus(es). This Exclusion shall not apply to Claims arising from medical research activities that would otherwise be covered hereunder; q. to any Claim based upon or arising out of any action or proceeding brought by or on behalf of any federal, state or local governmental, regulatory or administrative agency, regardless of the name in which such action or proceeding is brought, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, the Social Security Act, 42 U.S.C. §1320a, et. seq., or similar state or federal statute, regulation or executive order promulgated thereunder. However this exclusion does not apply to those costs, fees and expenses otherwise covered under Section II. Supplementary Payments, Paragraph 3. r. to any Claim based upon or arising out of any Insured’s data processing services, including but not limited to: 1. conversion of data from source material into media for processing on the Insured’s electronic data processing system; 2. processing of data by the Insured on the Insured’s electronic data processing system; or 3. design or formulation of an electronic data processing program or system; s. to any Claim for Personal Injury, Property Damage or Advertising Liability based upon or arising out of the Named Insured’s Products; t. to any Claim based upon the manufacture, handling, sale or distribution of Phenylpropanolamine, Phenylpropanolamine Hydrochloride, PPA or any product or drug containing any of these substances; u. to any Claim arising out of any actual or alleged act, error or omission in the rendering or failing to render pharmacy services, including the manufacture, sale, distribution, handling or resale of any pharmaceuticals or drugs, whether on a wholesale, retail, over-the-counter or illegal basis; v. to any Claim based on the willful non-compliance of any Insured with any Food and Drug Administration (FDA) rules, regulations, and statutes found at Food and Drugs, 21 C.F.R. Chapter 1 § 1.1 to § 1299, as amended and revised, or treating a patient DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 13 with drugs, medical devices, biologics or radiation-emitting products that have been disapproved or not yet approved by the FDA; w. to any Claim based upon or arising out of any Insured gaining any profit, remuneration or advantage to which such Insured was not legally entitled; x. to any Claim against any subsidiary designated in the Declarations or its past, present, or future employees, directors, officers, trustees, review board or committee members, or volunteers acting in his or her capacity as such, which are based upon, arise out of, directly or indirectly result from, are in consequence of, or in any way involve any fact, circumstance, situation, transaction, event, Accident, or negligent acts, errors or omissions or series of facts, circumstances, situations, transactions, events, Accidents or negligent acts, errors or omissions happening before the date such entity became a subsidiary; y. to any Claim relating to or arising out of asbestos, silica or lead; z. to any Claim associated with implementation of any compliance program or any policies, procedures or practices relating to participation as a provider of medical services to a managed care organization or under a healthcare benefit program, whether initiated voluntarily or pursuant to direction by, order of, or in settlement with a government body, hospital, healthcare facility or managed care organization; aa. to any Claim based upon, arising out of, resulting from, any actual or alleged: (1) failure to obtain, effect, or maintain any form, policy, plan or program of insurance, stop loss or provider excess coverage, reinsurance, self-insurance, suretyship, or bond; (2) commingling, mishandling of or liability to pay, collect or safeguard funds; or (3) failure to collect or pay premiums, commissions, brokerage charges, fees or taxes; bb. to any Claim for Personal Injury, Property Damage or Advertising Liability due to war, whether or not declared, civil war, insurrection, rebellion or revolution or to any act or condition incident to any of the foregoing; cc. to any Claim brought against any Insured by any other Insured hereunder; dd. to any Claim arising out of or resulting from the distribution of unsolicited email, direct mail or facsimiles, or telemarketing; ee. to any Claim arising out of or resulting from the existence, emission or discharge of any electromagnetic field, electromagnetic radiation or electromagnetism that actually or allegedly affects the health, safety or condition of any person, or the environment, or that affects the value, marketability, condition or size of any property, provided this Exclusion shall not apply to any patient receiving Professional Services including but not limited to the medical administration of radiation therapy ff. to any Claim arising out of or resulting from or in relation to Acquired Immune Deficiency Syndrome (AIDS), meaning the potential or actual transmission of or exposure to Human Immunodeficiency Virus (HIV), AIDS-Related Complex (ARC), hepatitis or any other infectious disease or any complex or syndrome related thereto, or the use or misuse or confidentiality of any information relating to HIV, ARC, AIDS, hepatitis or any other infectious disease, including the failure to disclose the health status of the Insured. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 14 VI. DEFINITIONS Wherever used in this Policy, the bolded terms have the meaning provided: a. “Accident” means an event or happening, including continuous or repeated exposure to substantially the same general harmful conditions, which involves one or more persons or entities, and which results in Personal Injury, Property Damage or Advertising Liability to such persons or entities. b. “Additional Insured” means: 1. any natural person or entity that the Named Insured has expressly agreed in writing to add as an Additional Insured under this policy in the Certificate of Insurance provided by Underwriters prior to the commission of any act for which such person or entity would be provided coverage for under this Policy, but only to the extent the Named Insured would have been liable and coverage would have been afforded under the terms and conditions of this Policy had such Claim been made against the Named Insured; and 2. any other person or entity added as an Additional Insured by endorsement to this Policy c. “Advertising Liability” means injury arising out of one or more of the following, committed in the course of the Insured’s advertising activities: (1) libel, slander or defamation; (2) infringement of copyright, title slogan, trade dress, or advertising idea; (3) piracy or idea misappropriation under an implied contract; or (4) invasion of right of privacy, subject always to Exclusion V.4.q. d. “Aircraft Products” means any aircraft whether or not heavier than air (including spacecraft and missiles) and any ground support, guidance, control or communications equipment used in connection therewith, and also includes parts, supplies, or equipment installed in or on or used in connection with aircraft, including tools, training aids, instructions, manuals, blue prints and other data, engineering and other advice, services and labor used in the operation, maintenance or manufacture of such products. a. “Allied Health Professional” is a professional who is licensed and/or certified to work in any of a wide range of professions in relation to healthcare or its related services, other than nursing, pharmacy and medicine. Allied Health Professional does not include services such as a physician, physician assistant, surgeon, dentist, osteopath, podiatrist, orthodontist, chiropractor, psychiatrist, psychologist, pharmacist, EMT, nurse, nurse practitioner, midwife, engineer, engineering consultant, safety inspector, jobsite safety trainer or consultant, environmental inspector or consultant or other services excluded by endorsement to this policy. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 15 b. “Assisted Living Housing and/or Independent Living Housing” means any residential apartment, home, condominium or other dwelling wherein an individual or group(s) of individuals receive personalized supportive services and health care designed to meet the needs of those who need help with activities of daily living. c. “Automobile” means a land motor vehicle, trailer or semi-trailer designed for travel on public roads (including any machinery or apparatus attached thereto), but does not include Mobile Equipment, as hereinafter defined. d. “Bodily Injury” means physical injury (including death at any time resulting therefrom), mental injury, mental illness, mental anguish, humiliation, emotional upset, shock, sickness, disease or disability. e. “Claim” means a written notice received by any Insured of an intention to hold the Insured responsible for compensation for Damages, including the service of suit or institution of arbitration proceedings against the Insured. f. “Claims Expenses” means: (1) reasonable and customary fees charged by an attorney(s) designated and agreed by the Underwriters in consultation with the Insured, but subject always to the Underwriters’ final decision; and (2) all other fees, costs and expenses resulting from the investigation, adjustment, defense and appeal of a Claim, if incurred by the Underwriters, or by the Insured with the written consent of the Underwriters. Claims Expenses does not include any salary, overhead or other charges by the Insured for any time spent in co-operating in the defense and investigation of any Claim or circumstance which might lead to a Claim notified under this insurance. g. “Damages” means a civil monetary judgment, award or settlement and does not include: (1) the restitution of compensation and expenses paid to the Insured for services and goods; and (2) judgments or awards deemed uninsurable by law. h. “Extended Reporting Period”, if applicable, means the period of time stated in item 7 the Declarations page after the end of the Policy Period for reporting Claims, arising out of negligent acts, errors or omissions or Accidents which take place prior to the end of the Policy Period but subsequent to the Retroactive Date identified in Item 6 of the Declarations. i. “Grounding” means the withdrawal of one or more aircraft from flight operations or the imposition of speed, passenger or load restrictions on such aircraft because of the existence of or alleged existence of a defect, fault or conditions in any Aircraft Product. j. “Hostile Fire” means a fire which becomes uncontrollable or breaks out from where it was intended to be. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 16 k. “Mobile Equipment” means a land vehicle (including any attached machinery or apparatus) whether or not self-propelled: (1) not subject to motor vehicle registration; (2) maintained for use exclusively on premises owned by or rented to the Named Insured, including the ways immediately adjoining; (3) designed for use principally off public roads; or (4) designed or maintained for the sole purpose of affording mobility to equipment of the following types forming an integral part of or permanently attached to such vehicle: (i) power cranes, shovels, loaders, diggers and drills; (ii) concrete mixers (other than the mix-in-transit type), graders, scrapers, rollers and on the road construction or repair equipment; (iii) air-compressors, pumps and generators including spraying, welding and building cleaning equipment; or (iv) geophysical exploration and well servicing equipment. l. “Named Insured” means the entity or person who, as an Allied Health Professional, is identified in Item 1 of the Declarations and who is a Specified Member of the Risk Purchasing Group identified in the Declarations. m. “Named Insured’s Products” means goods or products manufactured, sold, handled or distributed by the Named Insured or by others trading under its name including but not limited to vitamins, dietary supplements, performance enhancing drugs and automated external defibrillators. Named Insured’s Products includes any container thereof (other than a vehicle), but shall not include a vending machine or any property, other than such container rented to or located for use of others but not sold. n. “Nursing Home” means a residence or dwelling that provides rooms, meals and help with the daily living activities and recreation for residents who have physical or mental problems that keep them from living on their own and who require daily assistance. o. “Personal Injury” means: (1) Bodily Injury; (2) false arrest, false imprisonment, wrongful eviction, detention or malicious prosecution; (3) libel, slander, defamation of character or invasion of right of privacy, unless arising out any advertising activities; or (4) wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 17 p. “Policy Period” means the period of time between the inception date and the effective date of termination, expiration or cancellation of this insurance shown in Item 2 of the Declarations and specifically excludes any Extended Reporting Period. q. “Pollutants” means any solid, liquid, gaserous or thermal irritant or contaminant, including but not limited to asbestos and/or lead (or products containing asbestos and/or lead whether or not the asbestos and/or lead is or was at any time airborne as a fibre or particle, contained in a product, carried on clothing, inhaled, transmitted in any fashion or found in any form whatsoever), smoke, vapour, soot fumes, acids, alkalis, toxic chemicals and waste (waste includes materials to be recycled, reconditioned or reclaimed). r. “Predecessor Firm” means any sole proprietorship, partnership, corporation, professional association, limited liability corporation or limited liability partnership engaged in Professional Services and to whose financial assets and liabilities the Named Insured is the successor in interest. s. “Professional Athlete” means an individual or group(s) of individuals who have been paid $25,000 or more per year in the past 36 months, or is likely to be paid $25,000 or more in the future, from a professional sports organization, club or team for the performance of athletic activities. t. “Professional Services” means those professional services performed by the Insured as an Allied Health Professional and listed in the Application, prior written approval from the Underwriters. Professional Services include services as an educator or as a member of a formal accreditation, standards review or similar board or committee. u. “Property Damage” means: (1) physical injury to or destruction of tangible property, including consequential loss of use thereof; or (2) loss of use of tangible property which has not been physically injured or destroyed. v. “Water Damage” means discharge, leakage or overflow of water or steam from a plumbing, heating, refrigeration or air conditioning system; or rain which enters directly into the building through open doors, windows, skylights, transoms or ventilators. VII. LIMIT OF LIABILITY A. Policy Aggregate Limit The Policy Aggregate Limit of Liability stated in Item 3.E of the Declarations is the Underwriters’ combined total limit of liability payable under all Insuring Agreement under this Policy. B. Professional Liability Limit DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 18 1. The sublimit of liability stated in Item 3.A (i) of the Declarations as “Each Claim” is the Underwriters’ sublimit of Liability payable under Insuring Agreement I.A.1 Professional Liability. 2. The sublimit of liability stated in Item 3.A (ii) of the Declarations is the Underwriters’ aggregate sublimit of liability payable under Insuring Agreement I.A.1 Professional Liability. C. General Liability (includes Host Liquor Liability) 1. The sublimit of liability stated in Item 3.B (i) of the Declarations as “Each Accident” is the Underwriters’ sublimit of liability payable under Insuring Agreement I.A.2 General Liability and Insuring Agreement I.A.5 Host Liquor Liability 2. The sublimit of liability stated in Item 3.B (ii) of the Declarations is the Underwriters’ aggregate sublimit of liability payable under both Insuring Agreement I.A.2 General Liability and Insuring Agreement I.A.5 Host Liquor Liability D. Fire and Water Damage Legal Liability The sublimit of liability stated in Item 3.C of the Declarations is the maximum limit of Underwriters’ liability for all Damages and Claims Expenses payable under Insuring Agreement I.A.3, Fire and Water Damage Legal Liability coverage resulting from any one fire/water damage. E. Medical Expenses 1. The sublimit of liability stated in Item 3.D (i) of the Declarations as “Each Person” is the Underwriters’ sublimit of liability payable under Insuring Agreement I.A.4, Medical Expenses. 2. The sublimit of liability stated in Item 3.D (ii) of the Declarations is the Underwriters’ aggregate sublimit of liability payable under Insuring Agreement I.A.4 Medical Expenses F. The Limit of Liability for any Extended Reporting Period shall be part of, and not in addition to, the Underwriters’ Limit of Liability for the Policy Period. G. In the event a Claim triggers coverage under more than one coverage section, only one Limit of Liability shall apply and the Underwriters’ liability under such coverage sections combined shall not exceed the amount of the largest of the applicable Limits of Liability. VIII. DEDUCTIBLE As a condition precedent to the payment by the Underwriters of any amounts due hereunder the Deductible amount stated in Item 4 of the Declarations shall be satisfied by payments by the Insured of Damages and/or Claims Expenses resulting from each Claim first made and reported to the Underwriters during the Policy Period and/or any applicable Extended Reporting Period. The Underwriters shall be liable only for the amounts in excess of such Deductible subject to the Underwriters' Limit of Liability in Item 3 of the Declarations. The Deductible is in addition to the Underwriters’ Limit of Liability and not part thereof. The Insured shall make direct payments within the Deductible to appropriate parties designated DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 19 by the Underwriters. The Deductible is to be uninsured, unless otherwise agreed to by the Underwriters. Under no circumstances shall Underwriters be called upon to pay the Deductible, but the Underwriters may do so at their sole discretion. Such payment shall in no way affect the Underwriters’ ability to collect the Deductible from the Insured. The existence of “other insurance” shall not affect or abrogate the obligation of the Insured to pay the Deductible as required. In the event a Claim triggers coverage under more than one coverage section, only one Deductible shall apply and such Deductible shall be the largest Deductible applicable to such Claim. IX. INNOCENT INSURED Whenever coverage under this insurance would be excluded, suspended or lost: A. because of Exclusion V 1. (b) or Exclusion V 2. (b) relating to intentional, criminal, dishonest, fraudulent or malicious acts, errors or omissions by any Insured, and with respect to which any other Insured did not personally participate or personally acquiesce or remain passive after having personal knowledge thereof; or B. because of non-compliance with any condition relating to the giving of notice to the Underwriters with respect to which any other Insured shall be in default solely because of the failure to give such notice or concealment of such failure by one or more Insureds responsible for the loss or damage otherwise covered hereunder; the Underwriters agree that such insurance as would otherwise be afforded under this Policy shall be paid with respect to those Insureds who did not personally participate in committing or personally acquiesce in or remain passive after having personal knowledge of (a) one or more of the acts, errors or omissions described in any such exclusion; or (b) such failure to give notice, provided that the condition be one with which such Insured can comply, and after receiving knowledge thereof, the Insured entitled to the benefit of Section IX shall comply with such condition promptly after obtaining knowledge of the failure of any other Insured to comply therewith. With respect to this provision, the Underwriters' obligation to pay in such event shall be in excess of the full extent of any assets of any Insured to whom the exclusion applies and shall be subject to the terms, conditions and limitations of this Policy. X. EXTENDED REPORTING PERIOD A. In the event of cancellation or non-renewal of this insurance by the Underwriters, the Named Insured designated in Item 1 of the Declarations shall have the right to a 12, 24 or 36 month Extended Reporting Period for Claims first made against any Insured and reported to the Underwriters during the Extended Reporting Period, subject to the conditions set forth in the definition of Extended Reporting Period herein. In order for the Named Insured to invoke the Extended Reporting Period option, the payment of the additional premium set forth in Item 7 (a) (b) or (c) of the declarations for the Extended Reporting Period must be paid to the Underwriters within 30 days of the non-renewal or cancellation. B. The Limit of Liability for the Extended Reporting Period shall be part of, and not in addition to, the Underwriters’ Limit of Liability for the Policy Period. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 20 C. The quotation by the Underwriters of a different premium or Deductible or Limit of Liability or changes in Policy language for the purpose of renewal shall not constitute a refusal to renew by the Underwriters. D. The right to the Extended Reporting Period shall not be available to the Named Insured where cancellation or non-renewal by the Underwriters is due to non-payment of premium or failure of an Insured to pay such amounts in excess of the applicable Limit of Liability or within the applicable Deductible. E. All notices and premium payments with respect to the Extended Reporting Period shall be directed to the Underwriters through the entity named in Item 8 of the Declarations. F. At the commencement of the Extended Reporting Period, the entire premium shall be deemed earned, and in the event the Named Insured terminates the Extended Reporting Period for any reason prior to its natural expiration, the Underwriters will not be liable to return any premium paid for the Extended Reporting Period. XI. OTHER INSURANCE This insurance shall apply in excess of any other valid and collectible insurance or self- insurance available to any Insured, unless such other insurance is written only as specific excess insurance over the Limit of Liability of this Policy. The insurance provided for Property Damage to the structures or portions thereof rented to or temporarily occupied by the Insured, including fixtures permanently attached thereto, where coverage is provided under Coverage I.A.3. above, shall be excess insurance over any valid and collectible property insurance (including any deductible portion thereof) available to the Insured. XII. NOTICE OF CLAIM, OR CIRCUMSTANCE THAT MIGHT LEAD TO A CLAIM A. If any Claim is made against the Insured, the Insured shall immediately notify the Underwriters in writing through persons named in Item 8 of the Declarations and forward every demand, notice, summons or other process received by the Insured or its representative. The Insured’s duty to provide notice in accordance with this provision is a condition precedent to coverage. B. If during the Policy Period the Insured first becomes aware of a negligent act, error or omission or an Accident that could lead to a Claim, it must give written notice to the Underwriters through persons named in Item 8 of the Declarations during the Policy Period of: (1) the specific, negligent act, error, or omission, or Accident; (2) the injury or damage which may result or has resulted from the negligent act, error, or omission or Accident; and (3) the circumstances by which the Insured first became aware of the negligent act, error or omission or Accident. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 21 Any subsequent Claim made against the Insured which is the subject of the written notice shall be deemed to have been made at the time written notice was first given to the Underwriters. C. A Claim or circumstance that might lead to a Claim shall be considered to be reported to the Underwriters when notice is received by the Underwriters through persons named in Item 8 of the Declarations. D. All Claims arising out of the same, continuing or related negligent act, error or omission or arising out of the same, continuous or related Accident shall be considered a single Claim and deemed to have been made at the time the first of the related Claims is reported to the Underwriters. Such related Claims shall be subject to the each claim Limit of Liability identified in the Declarations. E. In the event of non-renewal of this insurance by the Underwriters, the Insured shall have thirty (30) days from the expiration date of the Policy Period to notify the Underwriters of Claims made against the Insured during the Policy Period which arise out of any negligent act, error or omission or Accident occurring prior to the termination date of the Policy Period and otherwise covered by this insurance. F. If any Insured shall make any Claim under this Policy knowing such Claim to be false or fraudulent, as regards amount or otherwise, this Policy shall become null and void and all coverage hereunder shall be forfeited. XIII. ASSISTANCE AND CO-OPERATION OF THE INSURED The Insured shall co-operate with the Underwriters in all investigations, including regarding the application and coverage under this Policy, and upon the Underwriters' request, assist in making settlements, in the conduct of suits and in enforcing any right of contribution or indemnity against any person or organization other than an employee of any Insured who may be liable to the Insured because of negligent acts, errors or omissions or Accidents with respect to which insurance is afforded under this Policy. The Insured shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The Insured shall not, except at its own cost, admit liability, make any payment, assume any obligation, incur any expense, enter into any settlement, stipulate to any judgment or award or otherwise dispose of any Claim without the consent of the Underwriters. XIV. ACTION AGAINST THE UNDERWRITERS No action shall lie against the Underwriters unless, as a condition precedent thereto, there has been full compliance with all terms of this insurance, nor until the amount of the Insured's obligation to pay shall have been finally determined either by judgment or award against the Insured after actual trial or arbitration or by written agreement of the Insured, the claimant and the Underwriters. No person or organization shall have any right under this insurance to join the Underwriters as a party to an action or other proceeding against the Insured to determine the Insured's liability, nor shall the Underwriters be impleaded by the Insured or its legal representative. XV. BANKRUPTCY Bankruptcy or insolvency of the Insured or of the Insured's estate shall not relieve the Underwriters of their obligations hereunder. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 22 XVI. SUBROGATION In the event of any payment under this insurance, the Underwriters shall be subrogated to all the Insured's rights of recovery 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 before or after the payment of Damages by the Underwriters to prejudice such rights. XVII. CHANGES 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 insurance or estop the Underwriters from asserting any right under the terms of this insurance; nor shall the terms of this insurance be waived or changed, except by endorsement issued to form a part of this insurance, signed by the Underwriters. XVIII. MERGERS AND ACQUISITIONS A. If during the Policy Period, the Named Insured merges or acquires an entity and (1) the revenues of the merged or acquired entity do not exceed 10% of the Named Insured’s annual revenues as set forth in its most recent application for insurance; (2) the business operations of the merged or acquired entity are of a similar nature to those of the Named Insured as set forth in its most recent application for insurance; and (3) the merged or acquired entity is located in the same state as the Named Insured or any subsidiary, then this Policy will automatically cover the merged or acquired entity, subject to the policy terms, conditions and limitations, from the date such merger or acquisition becomes final but only for negligent acts, errors or omissions or Accidents that take place subsequent to the merger or acquisition. In the event the total amount of revenues of all merged and acquired entities during the Policy Period exceed 25% of the Named Insured’s annual revenues as set forth in its most recent application for insurance, the above provision shall no longer apply and any further mergers or acquisitions will be subject to Paragraph B., below. B. In the event during the Policy Period the Named Insured mergers or acquires an entity that does not fall within the criteria detailed in Paragraph A. above, or where Paragraph A. above no longer applies by virtue of the provision contained in the last sentence of Paragraph A. above, then the Named Insured shall be required to give written notice to the Underwriters prior to the completion of a merger or acquisition of the Named Insured, and the Underwriters expressly reserve the right to request additional premium and/or to apply amended terms and conditions if this insurance is to remain in force subsequent to any merger or acquisition. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 23 XIX. ASSIGNMENT The interest hereunder of any Insured is not assignable. If the Insured shall die or be adjudged incompetent, this insurance shall cover the Insured's legal representative as the Insured, as would be permitted by this Policy. XX. CANCELLATION 1. For the Risk Purchasing Group A. This Policy may be cancelled by the Underwriters by mailing or delivering to the Risk Purchasing Group at the address shown in the Declarations written notice stating when, not less than sixty (60) days thereafter, such cancellation shall be effective. However, if the Underwriters cancel this Insurance because the Insured has failed to pay a premium when due, this Policy may be cancelled by the Underwriters by mailing a written notice of cancellation to the Risk Purchasing Group at the address shown in the Declarations stating when, not less than ten (10) days thereafter, such cancellation shall be effective. Mailing of notice shall be sufficient proof of notice. 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 (where permitted by law) of such written notice either by the Risk Purchasing Group or by the Underwriters shall be equivalent of mailing. B. In the event of the cancellation of this master policy, the coverage hereunder shall run to its natural expiry date as specified in the declarations. C. The Risk Purchasing Group may cancel this master policy by surrender thereof to the Underwriters or by mailing or delivering to the Underwriters through the entity named in Item 8 of the Declarations, written notice stating when the cancellation shall be effective. In such event, we will retain the premium at short rate or 25% of the premium whichever is greater. 2. For the Named Insured A. This insurance may be cancelled by the Named Insured at any time by written notice or by surrender of this contract of insurance to the Underwriters through the entity named in Item 8 of the Declarations. This insurance may also be cancelled with or without the return or tender of the unearned premium by Underwriters by mailing notice of cancellation to the Named Insured at the last mailing address known by Underwriters. The Correspondent shall maintain proof of mailing of such notice on a recognized U.S. Post Office form and a copy of such notice shall be sent to the Named Insured's producer. The mailing of such notice as aforesaid shall be sufficient proof of notice and this insurance shall terminate at the date and hour specified in such notice. B. Notice of cancellation must be mailed at least 30 days prior to the effective date of cancellation during the first 60 days of coverage. After coverage has been effective for 61 days or more, all notices must be mailed at least 60 days prior to the effective date of cancellation. Where cancellation is for non-payment of premium, 10 days' notice shall be given. C. In the event of cancellation, Underwriters shall refund the paid premium less the earned portion thereof on demand. The earned premium shall be calculated as follows: (A) If this insurance is cancelled by the Named Insured, Underwriters shall retain the short rate proportion of the premium hereon, or of any minimum premium stipulated herein, in accordance with the table below. (B) If this insurance is cancelled by Underwriters, DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 24 Underwriters shall retain the pro rata proportion of the premium hereon, or of any minimum premium stipulated herein. The premium shall be deemed fully earned if any Claim under this Policy is reported to Underwriters on or before the date of cancellation. D. If this insurance has been in effect for 60 days, Underwriters can cancel only for one of the following reasons: (a) non-payment of premium; (b) the insurance was obtained through material misrepresentation; (c) the Insured violated any of the terms and conditions of the contract of insurance; (d) the risk originally accepted has measurably increased; (e) certification to the Director of Insurance of the State of Illinois of the loss of reinsurance by Underwriters which provides coverage to Underwriters for all or a substantial part of the underlying risk insured; or (f) a determination by the Director of Insurance of the State of Illinois that the continuation of this insurance could place Underwriters in violation of the insurance laws of the State of Illinois. E. If Underwriters elect not to renew this insurance, they will mail written notice of nonrenewal to the Named Insured at the last mailing address known by Underwriters. The notice of nonrenewal shall be mailed at least 60 days prior to the expiration date of this insurance. and shall state the reason for nonrenewal. The Correspondent shall maintain proof of mailing of such notice on a recognized U.S. Post Office form and a copy of such notice shall be sent to the Named Insured's producer. This paragraph shall not apply, if Underwriters have manifested their willingness to renew to the Named Insured and the Named Insured has failed to comply with the terms of the renewal offer XXI. SINGULAR FORM OF A WORD Whenever the singular form of a word issued, herein, the same shall include the plural when required by context. XXII. ENTIRE CONTRACT By acceptance of this Policy, the Insured agrees that the statements in the Declarations and application are his or her agreements and representations, that this insurance is issued in reliance upon the truth of such representations and that this Policy embodies all agreements existing between the Insured and the Underwriters relating to this insurance. XXIII. NUCLEAR INCIDENT EXCLUSION The insurance provided by this Policy does not apply: A. To injury sickness, disease, death or destruction: i. with respect to which an Insured under this Policy of insurance is also an Insured under a nuclear energy liability insurance 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 insurance but for its termination upon exhaustion of its limits of liability; or ii. resulting from the hazardous properties of nuclear material and with respect to which (i) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (ii) the Insured is, or had this insurance not been issued would be, entitled to indemnity from the United States of America, or any agency DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 25 thereof under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. B. 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. C. To injury, sickness, disease, death or destruction resulting from the hazardous properties of nuclear material, if (1) the nuclear material (i) is at any nuclear facility owned by, or operated by or on behalf of, an Insured or (ii) has been discharged or dispersed there from; (2) 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 (3) 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 possessions or Canada, this exclusion (3) applies only to injury to or destruction of property at such nuclear facility. D. As used in this Section: "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 of 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 (i) containing by-product material and (ii) resulting from the operation by any person or organization of any nuclear facility under paragraph (1) or (2) thereof; "nuclear facility" means (1) any nuclear reactor; (2) any equipment or device designed or used for (i) separating the isotopes of uranium or plutonium, (ii) processing or utilizing spent fuel, or (iii) handling, processing or packaging waste; (3) any equipment or device used for the processing, fabricating or alloying of special nuclear material if any time the total amount of such material in the custody of the Insured at the premises were such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 of any combination thereof, or more than 250 grams of uranium 235; or (4) 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" DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 26 means any apparatus designed or used to sustain nuclear fission in 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 or radioactive contamination of property. It is understood and agreed that, except as specifically provided in the foregoing to the contrary, this Section is subject to the terms, exclusions, conditions and limitations of the insurance to which it is attached. XXIV. SERVICE OF SUIT A. It is agreed that in the event of the failure of the Underwriters hereon to pay any amount claimed to be due under this insurance, the Underwriters hereon, at the request of the Named Insured, will submit to the jurisdiction of a court of competent jurisdiction within the United States. This Condition does not constitute and should not be understood to constitute an agreement by the Underwriters that an action is properly maintained in a specific forum, nor may it be construed as a waiver of the Underwriters' rights to commence an action in a 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 of the United States, all of which rights the Underwriters expressly reserve. It is further agreed that service of process in such suit may be made upon the designated entity in Item 10 of the Declarations, and that in any suit instituted against any one of them upon this contract, the Underwriters will abide by the final decision of such court in the event of an appeal. B. The Entity designated in Item 10 of the Declarations is authorized and directed to accept service of process on behalf of the Underwriters in any such suit and/or upon the request of the Named Insured to give written undertaking to the Named Insured that they will enter a general appearance upon Underwriters' behalf in the event such a suit shall be instituted. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefore, the Underwriters hereon hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute or his successor or successors in office, as his or her true and lawful attorney upon whom may be served any lawful process in any action, suit or proceedings instituted by or on behalf of the Named Insured or any beneficiary hereunder arising out of this contract of insurance, and hereby designates the Entity, designated in Item 10 of the Declarations, as the person to whom the said officer is authorized to mail such process or a true copy thereof. XXV. CHOICE OF LAW Any disputes involving this Policy shall be resolved applying the law designated in Item 11. of the Declarations. XXVI. SEVERAL LIABILITY Insurer’s liability several not joint The liability of an insurer under this contract is several and not joint with other insurers party to this contract. An insurer is liable only for the proportion of liability it has underwritten. An insurer is not jointly liable for the proportion of liability underwritten by any other insurer. Nor is an insurer otherwise responsible for any liability of any other insurer that may underwrite this contract. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 27 The proportion of liability under this contract underwritten by an insurer (or, in the case of a Lloyd’s syndicate, the total of the proportions underwritten by all the members of the syndicate taken together) is shown next to its stamp. This is subject always to the provision concerning “signing” below. In the case of a Lloyd’s syndicate, each member of the syndicate (rather than the syndicate itself) is an insurer. Each member has underwritten a proportion of the total shown for the syndicate (that total itself being the total of the proportions underwritten by all the members of the syndicate taken together). The liability of each member of the syndicate is several and not joint with other members. A member is liable only for that member’s proportion. A member is not jointly liable for any other member’s proportion. Nor is any member otherwise responsible for any liability of any other insurer that may underwrite this contract. The business address of each member is Lloyd’s, One Lime Street, London EC3M 7HA. The identity of each member of a Lloyd’s syndicate and their respective proportion may be obtained by writing to Market Services, Lloyd’s, at the above address. Proportion of liability Unless there is “signing” (see below), the proportion of liability under this contract underwritten by each insurer (or, in the case of a Lloyd’s syndicate, the total of the proportions underwritten by all the members of the syndicate taken together) is shown next to its stamp and is referred to as its “written line”. Where this contract permits, written lines, or certain written lines, may be adjusted (“signed”). In that case a schedule is to be appended to this contract to show the definitive proportion of liability under this contract underwritten by each insurer (or, in the case of a Lloyd’s syndicate, the total of the proportions underwritten by all the members of the syndicate taken together). A definitive proportion (or, in the case of a Lloyd’s syndicate, the total of the proportions underwritten by all the members of a Lloyd’s syndicate taken together) is referred to as a “signed line”. The signed lines shown in the schedule will prevail over the written lines unless a proven error in calculation has occurred. Although reference is made at various points in this clause to “this contract” in the singular, where the circumstances so require this should be read as a reference to contracts in the plural. XXVII. LICENSURE A. It is a condition of the coverage afforded under the Policy that the facilities of the Named Insured and any Insured requiring a license to practice shall be licensed in accordance with all relevant federal, state and local requirements. The Named Insured warrants that as of the inception date of this Policy it has secured all relevant licenses. This provision does not apply to an allied health student or unlicensed or uncertified Allied Health Professional who is under the direct supervision of a physician, nurse or other licensed or certified Allied Health Professional, or a teacher or who is employed at a hospital or other licensed health care provider. B. If, during the Policy Period, any Insured’s licensure status is altered by withdrawal, revocation, denial, suspension or failure to renew, the Named Insured shall give written notice of such change to Underwriters’ Representative within thirty days of the change becoming effective. Following receipt of such notice, the Underwriters may elect, at their sole option, to revise any Insuring Agreements. Definitions, Exclusions, Endorsements or other Conditions of this Policy with respect to the Insured, with effect from such date of such DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 28 withdrawal, revocation, denial, suspension or failure to renew. Such action does not waive the Underwriters’ option to invoke the provisions of Section XX of this Policy. Furthermore, the Underwriters will have no obligation to respond to any Claim arising out of Professional Services or an Accident which took place subsequent to the date of withdrawal, revocation, denial, suspension or failure to renew. XXVIII. MULTIPLE INSURANCE POLICIES APPLYING TO THE SAME CLAIM In the event a Claim triggers coverage under this Policy and under any other policy issued by the Underwriters, the Underwriters’ liability under this Policy and such other policy combined shall not exceed the amount of the largest of the applicable Limits of Liability. LII 482 (07/13) DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Page 1 of 4 Effective date of this Endorsement: * This Endorsement is attached to and forms a part of Policy Number: * Certain Underwriters at Lloyds, London Referred to in this endorsement as either the “Insurer” or the “Underwriters” ILLINOIS AMENDATORY ENDORSEMENT This endorsement modifies insurance provided under the following: ALLIED HEALTH PROFESSIONAL LIABILITY AND GENERAL LIABILITY INSURANCE 1. The first paragraph of Item 3. B i) and Paragraph 3.C Limit of Liability in the Declarations is revised to delete the words “and Claims Expenses,” 2. Item 3.E of the Declarations is deleted in its entirety. 3. Section VII. Limit of Liability, Paragraph A is deleted in its entirety. 4. The first paragraph of Item 4. Deducible in the Declarations is revised to delete the words “and Claims Expenses:” but only in relation to General Liability coverage (Insuring Agreement I.A.2), Fire and Water Damage Legal Liability (Insuring Agreement I.A.3) and Host Liquor Liability (Insuring Agreement I.A.5). 5. The first sentence of Clause I. INSURING AGREEMENTS B. Defense and Settlement 1. is deleted and replaced with the following but only in relation to General Liability coverage (Insuring Agreement I.A.2), Fire and Water Damage Legal Liability (Insuring Agreement I.A.3) and Host Liquor Liability (Insuring Agreement I.A.5). 1. The Underwriters shall have the right and duty to defend the Insured, at the Underwriters expense, for any Claim first made against the Insured seeking payment under the terms of this insurance, even if any of the allegations of the claim are groundless, false, or fraudulent. The underwriters shall choose defense counsel in conjunction with the Insured, but in the event of a dispute, the decision of the Underwriters is final. 6. Clause I. INSURING AGREEMENTS B. Defense and Settlement 2. is deleted in its entirety and replaced with the following but only in relation to General Liability coverage (Insuring Agreement I.A.2), Fire and Water Damage Legal Liability (Insuring Agreement I.A.3) and Host Liquor Liability (Insuring Agreement I.A.5). 2. Damages shall be applied against the Deductible set forth in Item 4. of the Declarations. Claims Expenses shall not be applied against such Deductible. 7. Clause I. INSURING AGREEMENTS B. Defense and Settlement 4. is amended to delete the words, “and Claims Expenses” following the word “Damages” but only in relation to General Liability coverage (Insuring Agreement I.A.2), Fire and Water Damage Legal Liability (Insuring Agreement I.A.3) and Host Liquor Liability (Insuring Agreement I.A.5). 8. Clause I. INSURING AGREEMENTS B. Defense and Settlement 5. is amended by deletion of the reference to “interest” at the end of the fourth line of this Clause. 9. Clause I. INSURING AGREEMENTS B. Defense and Settlement 7. is deleted in its entirety and replaced with the following but only in relation to General Liability coverage (Insuring Agreement I.A.2), Fire and Water Damage Legal Liability (Insuring Agreement I.A.3) and Host Liquor Liability (Insuring Agreement I.A.5). 7. It is further provided that the Underwriters shall not be obligated to pay any Damages after the applicable Limit of the Underwriters’ Liability has been exhausted by payment of Damages or after deposit of the remaining applicable Limit of Liability in a court of competent jurisdiction. In the event that the Underwriters shall not be obligated to pay Claims Expenses, or to undertake or continue defense of any Claim under this Policy for any reason, the Underwriters shall tender control of said defense to the Insured. In tendering such control, the Underwriters shall provide for the orderly transfer of said defense duties to the Insured. 10. Clause III. PERSONS INSURED (a) is amended to add the following: In applying the foregoing, parties to a civil union as recognized under Illinois Law shall be included within the meaning of “spouse” for purposes of this section. 11. Clause V. EXCLUSIONS 2. (g) is amended by the addition of the following: In applying the foregoing, parties to a civil union as recognized under Illinois Law shall be included within the meaning of “spouse” for purposes of this exclusion. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Page 2 of 4 12. Clause V. EXCLUSIONS 2. (b) is amended by the addition of the following: This exclusion does not apply to Bodily Injury resulting from the use of reasonable force to protect persons or property. 13. Clause V. EXCLUSIONS 4. (i.1) is amended by the addition of the following: This exclusion does not apply to vicarious liability imposed on the Insured. 14. Clause V. EXCLUSIONS 4. (j) is amended by the addition of the following at the end thereof: Except that is a suit is brought against the Insured on a Claim falling within the coverage thereof, seeking both compensatory and punitive damages, then Underwriters will afford a defense to such action, without liability, however, for such punitive damages; provided further, that Underwriters obligation to provide such defense for punitive damages shall terminate when the claim for compensatory damages in such action is terminated or paid through judgment or settlement and, in no event, shall Underwriters afford a defense for punitive damages after the limit of Underwriter’ liability for compensatory damages has been paid. 15. Clause V. EXCLUSIONS 4. (ee) is deleted in its entirety 16. Clause VI. DEFINITIONS (f) Claims Expenses is amended by the addition of the words “or Underwriters” after the words “charges by the Insured”. 17. Clause VIII. DEDUCTIBLE is amended to delete the words, “”and/or Claims Expenses” but only in relation to General Liability coverage (Insuring Agreement I.A.2), Fire and Water Damage Legal Liability (Insuring Agreement I.A.3) and Host Liquor Liability (Insuring Agreement I.A.5). 18. Clause IX. INNOCENT INSURED, last paragraph is deleted in its entirety and replaced with the following: With respect to this provision, the Underwriters' obligation to pay in such event shall be in excess of the full extent of any assets recovered of any Insured to whom the exclusion applies and shall be subject to the terms, conditions and limitations of this Policy. 19. Clause X. EXTENDED REPORTING PERIOD is deleted and replaced with the following: X (A). EXTENDED REPORTING PERIOD – ALL INSURING AGREEMENTS EXEPT INSURING AGREEMENT A.2 GENERAL LIABILITY, INSURING AGREEMENT A.3. FIRE AND WATER DAMAGE LEGAL LIABILITY AND INSURING AGREEMENT A.5. HOST LIQUOR LIABILITY. A. In the event of cancellation or non-renewal of this insurance, the Named Insured designated in Item 1 of the Declarations shall have the right to a 12, 24 or 36 month Extended Reporting Period for Claims first made against any Insured and reported to the Underwriters during the Extended Reporting Period, subject to the conditions set forth in the definition of Extended Reporting Period herein. In order for the Named Insured to invoke the Extended Reporting Period option, the payment of the additional premium set forth in Item 7 (a) (b) or (c) of the declarations for the Extended Reporting Period must be paid to the Underwriters within 30 days after the non- renewal or cancellation. B. The Limit of Liability for the Extended Reporting Period shall be part of, and not in addition to, the Underwriters’ Limit of Liability for the Policy Period. C. All notices and premium payments with respect to the Extended Reporting Period shall be directed to the Underwriters through the entity named in Item 8 of the Declarations. D. At the commencement of the Extended Reporting Period, the entire premium shall be deemed earned and the Underwriters will not be liable to return any premium paid for the Extended Reporting Period. X(B). EXTENDED REPORTING PERIOD – INSURING AGREEMENTS A.2. GENERAL LIABILITY, INSURING AGREEMENT A.3. FIRE AND WATER DAMAGE LEGAL LIABILITY AND INSURING AGREEMENT A.5. HOST LIQUOR LIABILITY. A. In the event of a Termination of Coverage for any reason by the Underwriters or the Named Insured the Named Insured designated in Item 1. of the Declarations shall have the right to purchase an Extended Reporting Period, for the premium stated in Item 7. (d) of the Declarations, with respect to all Claims first made against any Insured and reported in writing to the Underwriters during the Extended Reporting Period, and arising out of any Accident committed on or after the Retroactive Date and before the end of the Policy Period, subject to the conditions set forth in the definition of Extended Reporting Period herein. DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Page 3 of 4 The Named Insured will be offered an Extended Reporting Period for an unlimited duration, in addition to other options being offered. The premium for the Extended Reporting Period shall be priced as a factor of the expiring annual premium. The premium for the Extended Reporting Period for an unlimited duration shall be capped at two-hundred precent (200%) of the annual premium. B. The Limit of Liability for the Extended Reporting Period shall be part of, and not in addition to the Underwriters’ Limit of Liability for the Policy Period. However, in the event an Extended Reporting Period for an unlimited duration is applicable to this Policy, the Limit of Liability for the Extended Reporting Period shall be reinstated in the amount of one-hundred percent (100%) of the aggregate expiring Limit of Liability. C. As a condition precedent to the right to purchase the Extended Reporting Period, the total premium for this Policy must be paid and any money paid for the Extended Reporting Period will be applied first to any amount owing for the Policy Period. The right to purchase the Extended Reporting Period shall terminate unless written notice together with full payment of the premium for the Extended Reporting Period is given to the Underwriters within sixty (60) days from the effective date of the Termination of Coverage. If such notice and premium payment is not so given to the Underwriters, there shall be no right to purchase the Extended Reporting Period. Any Extended Reporting Period shall apply only in regard to that coverage subject to the Termination of Coverage. If the Termination of Coverage is due only to a decrease in the aggregate Limit of Liability, the aggregate Limit of Liability for the Automatic and any purchased Extended Reporting Period shall be no greater than the amount of such decrease. D. The Extended Reporting Period shall be non-cancelable except for nonpayment of premium, and the entire premium for the Extended Reporting Period shall be deemed fully earned at inception. If similar insurance to that provided by this Policy is in force during the Extended Reporting Period, the coverage afforded by this Policy shall be excess over any such valid and collectible insurance. E. All notices and premium payments with respect to the Extended Reporting Period shall be directed to the Underwriters through the entity named in Item 8. of the Declarations. 20. Clause XI. OTHER INSURANCE second paragraph is deleted in its entirety and replaced by the following: If the Insured has insurance provided by other insurers against a loss covered by this insurance, the Underwriters shall not be liable under this insurance for a greater proportion of such loss and Claims Expenses than the applicable limit of liability stated in the declarations bears to the total applicable limit of liability of all valid and collectible insurance against such loss, provided however that if the Insured has insurance provided by other insurers whose insurance is stated as excess over any other insurance available to the Insured, this insurance shall also apply solely in excess of such insurance, unless such other insurance is written as specific excess over the limit of liability of this insurance.” 21. Clause XII. NOTICE OF CLAIM, OR CIRCUMSTANCE THAT MIGHT LEAD TO A CLAIM A. is amended by deleting the word “immediately” and replacing such word with the phrase, “as soon as reasonably practicable”. . 22. Clause XII. NOTICE OF CLAIM, OR CIRCUMSTANCE THAT MIGHT LEAD TO A CLAIM F. is deleted it its entirety and replaced with the following: If any Insured shall make any Claim under this Policy knowing such Claim to be false or fraudulent, as regards amount or otherwise, such Claim shall be denied under this Policy, 23. Clause XVIII. MERGERS AND ACQUISITIONS, Paragraph B. The words “and/or to apply to amended terms and conditions” towards the bottom of this Paragraph is deleted. 24. Clause XX. Cancellation 1. For the Risk Purchasing Group is deleted in its entirety and replaced with the following: 1. For the Risk Purchasing Group A. This insurance may be cancelled by the Risk Purchasing Group at any time by written notice or by surrender of this Master Policy to the Underwriters through the entity named in Item 8 of the Declarations. This insurance may also be cancelled with or without the return or tender of the unearned premium by Underwriters by mailing notice of cancellation to the Risk Purchasing Group at the last mailing address known by Underwriters. The Correspondent DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Page 4 of 4 shall maintain proof of mailing of such notice on a recognized U.S. Post Office form and a copy of such notice shall be sent to the Risk Purchasing Group's producer. The mailing of such notice as aforesaid shall be sufficient proof of notice and this insurance shall terminate at the date and hour specified in such notice. B. Notice of cancellation must be mailed at least 30 days prior to the effective date of cancellation during the first 60 days of coverage. After coverage has been effective for 61 days or more, all notices must be mailed at least 60 days prior to the effective date of cancellation. Where cancellation is for non-payment of premium, 10 days' notice shall be given. C. In the event of cancellation, Underwriters shall refund the paid premium less the earned portion thereof on demand. The earned premium shall be calculated as follows: (A) If this insurance is cancelled by the Risk Purchasing Group, Underwriters shall retain the short rate proportion of the premium hereon, or of any minimum premium stipulated herein, in accordance with the table below. (B) If this insurance is cancelled by Underwriters, Underwriters shall retain the pro rata proportion of the premium hereon, or of any minimum premium stipulated herein. The premium shall be deemed fully earned if any Claim under this Policy is reported to Underwriters or any act, error or omission or Accident incurred under this Policy on or before the date of cancellation. D. If this insurance has been in effect for 60 days, Underwriters can cancel only for one of the following reasons: (a) non-payment of premium; (b) the insurance was obtained through material misrepresentation; (c) the Risk Purchasing Group violated any of the terms and conditions of the contract of insurance; (d) the risk originally accepted has measurably increased; (e) certification to the Director of Insurance of the State of Illinois of the loss of reinsurance by Underwriters which provides coverage to Underwriters for all or a substantial part of the underlying risk insured; or (f) a determination by the Director of Insurance of the State of Illinois that the continuation of this insurance could place Underwriters in violation of the insurance laws of the State of Illinois. E. If Underwriters elect not to renew this insurance, they will mail written notice of nonrenewal to the Risk Purchasing Group at the last mailing address known by Underwriters. The notice of nonrenewal shall be mailed at least 60 days prior to the expiration date of this insurance and shall state the reason for nonrenewal. The Correspondent shall maintain proof of mailing of such notice on a recognized U.S. Post Office form and a copy of such notice shall be sent to the Risk Purchasing Group's producer. This paragraph shall not apply, if Underwriters have manifested their willingness to renew to the Risk Purchasing Group and the Risk Purchasing Group has failed to comply with the terms of the renewal offer. F. In the event of the cancellation of this master policy, the coverage hereunder shall run to its natural expiry date as specified in the Declarations.” This Amendatory Endorsement takes precedence over any provision in this Policy, including any endorsements to this Policy whenever added, to the extent that such provision is inconsistent with the provisions of this Amendatory Endorsement, unless such provision complies with the requirements of the applicable Insurance Laws and Regulations. All other terms and conditions of this Policy remain unchanged. * Information required to complete this Endorsement at inception, if not shown, will be shown in the Declarations ______________________________________ Authorized Representative LII 482 B (10/13) DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 Effective date of this Endorsement: * This Endorsement is attached to and forms a part of Policy Number: * Certain Underwriters at Lloyds, London referred to in this endorsement as either the “Insurer” or the “Underwriters” CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: ALLIED HEALTH PROFESSIONAL LIABILITY AND GENERAL LIABILITY CLAIMS MADE AND REPORTED INSURANCE If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a Program Year (January 1 through December 31) and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attorney General of the United States, to be an act of terrorism pursuant to the federal Terrorism Risk Insurance Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is 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. All other terms, exclusions and conditions of this Policy remain unchanged. * Information required to complete this Endorsement at inception, if not shown, will be shown in the Declarations ______________________________________ Authorized Representatives LII 482 D (07/13) DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 AIF 2657 (10/05) Page 1 of 2 Effective date of this Endorsement: * This Endorsement is attached to and forms a part of Policy Number: * Certain Underwriters at Lloyds, London referred to in this endorsement as either the “Insurer” or the “Underwriters” WAR AND TERRORISM EXCLUSION ENDORSEMENT This endorsement modifies insurance provided under the following: ALLIED HEALTH PROFESSIONAL LIABILITY AND GENERAL LIABILITY CLAIMS MADE AND REPORTED INSURANCE 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; 1. 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. “an act of terrorism”. However, this exclusion 2 shall apply only when one or more of the following are attributed to such act of terrorism. (i) The total of “insured damage” to all types of property exceeds US$25,000,000. In determining whether the US$25,000,000 threshold is exceeded, Underwriters will include all insured damage sustained by property of all persons and entities affected by the terrorism and business interruption losses sustained by owners or occupants of the damaged property. For the purpose of this provision, “insured damage” means damage that is covered by any insurance plus damage that would be covered by any insurance but for the application of any terrorism exclusions; or (ii) Fifty or more persons sustain death or “serious physical injury”. For the purposes of this provision, “serious physical injury” means: (a) Physical injury that involves a substantial risk of death; or (b) Protracted and obvious physical disfigurement; or (c) Protracted loss of or impairment of the function of a bodily member or organ; or (iii) The terrorism is carried out by means of the dispersal or application of radioactive material, or through the use of a nuclear weapon or device that involves or produces a nuclear reaction, nuclear radiation or radioactive contamination; or (iv) Radioactive material is released, and it appears that one purpose of the terrorism was to release such material; or DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 AIF 2657 (10/05) Page 2 of 2 (v) The terrorism is carried out by means of the dispersal or application of pathogenic or poisonous biological or chemical materials; or (vi) Pathogenic or poisonous biological or chemical materials are released, and it appears that one purpose of the terrorism was to release such materials. With respect to this exclusion 2, paragraphs (i) and (ii) describe the thresholds used to measure the magnitude of an incident of “an act of terrorism” and the circumstances in which the threshold will apply for the purpose of determining whether this exclusion will apply to that incident. For the purpose of this endorsement, “an act of terrorism” means a violent act or an act that is dangerous to human life, property or infrastructure that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion. Multiple incidents of “an act of terrorism” which occur within a seventy-two hour period and appear to be carried out in concert or to have a related purpose or common leadership shall be considered to be one incident, for the purpose of determining whether the thresholds in paragraphs 2(i) or 2(ii) are exceeded. 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. All other terms, exclusions and conditions of this Certificate remain unchanged. * Information required to complete this Endorsement at inception, if not shown, will be shown in the Declarations. ______________________________________ Authorized Representative DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 LII 482 Evidence of Insurance (10-13) Customer #: 2700971 ahcerthldr EVIDENCE OF INSURANCE ISSUE DATE: 10/17/2018 Master Policy Named insured National Professional Purchasing Group Association, Inc. c/o Lockton Affinity, LLC P. O. Box 410679 Kansas City, Missouri 64141-0679 THIS EVIDENCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE EVIDENCE HOLDER. THIS EVIDENCE DOES NOT AMEND, EXTEND, OR ALTER THE COVERAGE AFFORDED BY THE CERTIFICATE DESCRIBED BELOW. Named Insured Member: Vera Fullaway /Traffic Safety Education, NA 10973 W. maryland Avenue Lakewood, CO 80232 Member Certificate Number: 109-2001003-00 Primary Occupation: Health and Safety Educator Secondary Occupation: INSURERS AFFORDING COVERAGE: Certain Underwriters at Lloyd’s, London THE EVIDENCE OF INSURANCE LISTED BELOW HAS BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS DOCUMENT MAY PERTAIN, THE INSURANCE AFFORDED BY THE CERTIFICATE ISSUED TO THE MEMBER NAMED ABOVE IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF THE MASTER POLICY TO WHICH IT REFERS TO. AGGREGATE LIMITS MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1. Unique Market Reference Number: BO713GLOPR1800702 2. Policy Period: The Policy Period shall commence during the Policy Period set forth below. Coverage shall commence from the date upon which the Named Insured holds a valid RPG membership during the Policy Period and shall continue up to but not exceeding 365 days in all. From: 10/12/2018 To: 10/12/2019 Both dates at 12:01 a.m Local Time at the address listed in Named Insured stated above. 3. Policy Administrator: Lockton Affinity, LLC P.O. Box 410679 Kansas City, MO 64141-0679 4. Insuring Agreements and Limits of Liability A. Professional Liability: i. Each Claim includes Claims Expenses $1,000,000 ii. Aggregate Limit of Liability includes Claims Expenses $3,000,000 B. General Liability (includes Host Liquor Liability) i. Each Claim includes Claims Expenses $1,000,000 ii. Aggregate Limit of Liability includes Claims Expenses $3,000,000 C. Fire/Water Damage Legal Liability from any one fire or Water Damage includes Claims Expenses $100,000 D. Medical Expense Payments i. Each Person $2,000 ii. Aggregate Limit of Liability $50,000 E. Policy Aggregate Limit of Liability includes Claims Expenses $3,000,000 Supplementary payments are in addition to these limits. EVIDENCE HOLDER CANCELLATION City of Fort Collins Post Office Box 580 Ft. Collins, CO 80522 SHOULD THE ABOVE DESCRIBED POLICY BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE CERTIFICATE OF EXEMPTION FROM STATUTORY WORKERS’ COMPENSATION LAW AND ACKNOWLEDGEMENT OF RISK/HOLD HARMLESS AGREEMENT I, ______Vera Fullaway______________ , as an owner / member / partner / stockholder (circle one) in __Traffic Safety Education, NA_______________ (insert business name), a Sole Proprietorship / Limited Liability Company / Partnership / Corporation (circle one), with a principal address of _10799 W Alameda Ave, #281087, Denver, CO 80228_____ , certify to the City of Fort Collins, Colorado (the “City”) that the aforementioned business has no employees as defined by the Workers’ Compensation Act of Colorado, C.R.S. §§ 8-40-101, et seq., (the “Act”) other than those owners, members, partners, directors or other principals that have elected to be exempt from Workers’ Compensation coverage in accordance with Colorado law. On behalf of said business and its officers, agents, insurers, heirs, legal representatives, successors and assigns (collectively the “Business”), I warrant that I have full authority to execute this Exhibit on behalf of the Business. I warrant I understand the requirements of the Act with respect to providing Workers’ Compensation coverage for any employees of the Business. If the Business’s status changes in such a manner that requires Workers’ Compensation Insurance, the Business shall provide the City with a Certificate of Insurance evidencing proof of Workers’ Compensation Insurance coverage and Employer’s Liability Insurance coverage as required by the Agreement. The Business shall provide such Certificate of Insurance prior to the employees’ start of work for the City. On behalf of the Business, I acknowledge the Business may be contracting to engage in activities that involve a risk of personal injury, that the Business is capable of performing the activities, and that the Business shall take all necessary precautions to prevent injury. The Business does hereby waive, release and forever discharge and hold harmless the City, its officers, employees, agents and insurers from any and all liability, damages, claims, causes of action and demands with respect to any bodily injury, personal injury, illness, or death that may result from the performance of the Agreement, either in law or equity, whether caused by the negligence or breach of contract of the City its officers, employees, agents and insurers or otherwise. The Business also understands that the City, its officers, employees, agents and insurers do not assume any responsibility for, or obligation to, provide the Business with financial assistance or other assistance, including but not limited to medical, health, or disability insurance in the event of any bodily injury, personal injury, illness or death The Business agrees to defend, indemnify, and hold harmless the City from any and all such claims. As an independent contractor, the Business acknowledges that neither the Business nor any person employed by or serving the Business is entitled to workers’ compensation benefits from the City. The Business hereby waives any rights or claims to workers’ compensation benefits from the City, and agrees to indemnify and hold the City harmless against any claims for such benefits by any officer, director, owner, employee, or servant of the Business or any other person claiming through the Business. By signing this Certificate, the Business acknowledges that it is responsible and liable for all work-related injuries, and further requests the City waive its requirement for evidence of Workers’ Compensation Insurance. Certificate of Exemption from Statutory Workers' Compensation Law/ Acknowledgement of Risk/Hold Harmless Agreement Page 1 of 2 DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 BUSINESS: By: Printed: Title: Date: Certificate of Exemption from Statutory Workers' Compensation Law/ Acknowledgement of Risk/Hold Harmless Agreement Page 2 of 2 Traffic Safety Education, NA Vera Fullaway Executive Director 19-OCTOBER-2018 DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000 h. Sexual abuse or molestation i. Punitive and exemplary damages, fines, sanctions, taxes, costs or expenses j. Employer-employee relations, policies, practices, acts or omissions. k. Violation of Securities Acts, of Racketeer Influenced and Corrupt Organizations Act l. Anti-trust m. Regulatory actions n. Product Liability o. Pharmacy services DocuSign Envelope ID: BF73BCA5-CDE4-4D51-8D48-F2986CE4A000