HomeMy WebLinkAboutCORRESPONDENCE - RFP - 8819 LEADERSHIP & MANAGERIAL DEVELOPMENT (2)November 9, 2020
Openings Coaching & Consulting Inc.
Attn: Leslie Cancilla
419 Pearl Street
Fort Collins, CO 80521
RE: Contract Renewal, 8819 - Leadership & Managerial Development
Dear Ms. Cancilla:
The City of Fort Collins wishes to extend the agreement term for the above captioned proposal
per the existing terms and conditions and the following:
1) The term will be extended for one (1) additional year, February 1, 2021 through
January 31, 2022.
If the renewal is acceptable to your firm, please sign this letter in the space provided and
include a current copy of insurance certificate naming the City as an additional insured
for General and Automotive Liability within the next fifteen (15) days.
If this extension is not agreeable with your firm, we ask that you send us a written notice stating
that you do not wish to renew the contract and state the reason for non-renewal.
Please contact Beth Diven, Buyer at (970) 221-6216 if you have any questions regarding this
matter.
Sincerely,
Gerry S. Paul
Director of Purchasing
__________________________________________ ________________
Signature Date
(Please indicate your desire to renew 8819 by signing this letter and returning it to Purchasing
Division within the next fifteen days.)
GSP:kr
Financial Services
Purchasing Division
215 N. Mason St. 2nd Floor
PO Box 580
Fort Collins, CO 80522
970.221.6775
970.221.6707- fax
fcgov.com/purchasing
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52
11/17/2020
Coverage No 61326
CERTIFICATE OF INSURANCE EFFECTED WITH CERTAIN UNDERWRITERS AT LLOYD'S, LONDON FOR THE MEMBERS OF
THE MASTER POLICYHOLDER
PROFESSIONAL LIABILITY, GENERAL LIABILITY AND ADVERTISING 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 Master
Policyholder.
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 Master Policyholder.
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 VIII. of the attached Master Policy.
Coverage Reference No: 61326
1. Named Insured:
Leslie Cancilla
DBA Openings Coaching and Consulting, Inc.
419 Pearl St, Fort Collins, CO 80521, US.
Additional Insureds:
2. Master Policyholder:
Westminster Group, Inc
c/o 23 Federal Plaza W BDM10 Youngstown, OH 44503
Master Policy Number: B0572MR20W123
3. 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 membership with the Master Policyholder during the Policy Period and shall
continue up to but not exceeding 365 days in all.
From: 1ST MARCH 2020
To: 1ST MARCH 2021
Both dates at 12:01 a.m Local Time at the address stated in Item 1 above.
4. Policy Administrator:
Huntington Insurance
23 Federal Plaza W
BDM10
Youngstown, OH 44503
ProgramServices@Huntington.com
5. Limits of Liability:
1. Professional Liability Section
Limit of Liability for Insuring Agreement I.A.1., (Professional Liability)
a. Each Claim including Claims Expenses
But sublimited to:
$1,000,000
i. Sexual/Physical Misconduct Each Claim
including Claims Expenses
$25,000
b. Aggregate including Claims Expenses
But sublimited to:
$1,000,000
i. Sexual/Physical Misconduct Aggregate
including Claims Expenses
$75,000
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52
Coverage No 61326
2. General Liability Section
Limit of Liability for Insuring Agreement I.A.2., (General Liability and Advertising Liability), and
Insuring Agreement I.A.3., (Fire Legal Liability)
a. Each Claim including Claims Expenses
But sublimited to:
$0
i. Fire Legal Liability (Insuring Agreement I.A.3.)
each Claim including Claims Expenses
$0
b. Aggregate including Claims Expenses $0
3. Products/Completed Operations Section
Limit of Liability for Insuring Agreement I.A.4., (Products/Completed Operations Liability),
a. Each Claim including Claims Expenses $0
b. Aggregate including Claims Expenses $0
4. Computer Information Security Liability Section
Limit of Liability for Insuring Agreement I.A.5., (Computer Information Security Liability),
a. Each Claim including Claims Expenses $0
b. Aggregate including Claims Expenses $0
5. Privacy Liability Section
Limit of Liability for Insuring Agreement I.A.6., (Privacy Liability),
a. Each Claim including Claims Expenses $0
b. Aggregate including Claims Expenses
But sublimited to:
i. Aggregate for the Policy Period for all Privacy Violation costs
covered under Insuring Agreement I.A.6.
$0
6. Policy Aggregate Limit of Liability
The Limits of Liability stated under 1, 2, 3, 4 and 5 above are part of, and not in addition to, the overall Policy
Aggregate Limit of Liability stated under this Section 6.
$1,000,000
The Limits of Liability under Item 5. shall apply separately to each Section. Under no circumstances shall any one Claim trigger multiple
sections.
6. Retroactive Dates: Professional Liability: 1ST FEBRUARY 2019
7. Terrorism Coverage: No
8. Waiver of Subrogation: No
9. Territory: Worldwide
10. Notification under this
Policy:
Huntington Insurance Inc
Michael Dercoli, CPCU, CIC
Senior Sales Executive
23 Federal Plaza W
Youngstown, OH, 44503
Tel: 866-318-5028
Fax: 877-243-0712
Email: ProgramServices@Huntington.com
11. Notice of Claim or
Circumstances:
Claims Department
Beazley Group
30 Batterson Park Road,
Farmington CT 06032
Email: claims@beazley.com
Tel: 888-222-1123 Fax: 866-910-1397
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52
Coverage No 61326
The Master Policy contains the following exclusions:
1. Exclusions applicable to Insuring Agreement I.A.1 (Professional Liability)
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
i. No valid license for the performance of Professional Services
j. Rendering or failing to render Professional Services to Professional Athletes
2. Exclusions applicable to Insuring Agreement I.A.2 (General Liability and Advertising Liability) and Insuring Agreement I.A.3
(Fire Legal Liability).
a. Claims arising out of the rendering or failing to render Professional Services;
b. Use of force expected or intended from the standpoint of the Insured;
c. Ownership, maintenance, operation, use, loading or unloading of any Automobile, aircraft or watercraft.
d. Transportation of Mobile Equipment by any Automobile;
e. Alcoholic beverages;
f. Personal Injury to any Employee;
g. Property Damage to property owned, rented or temporarily occupied by the Insured, personal property in the care, custody
and control of the Insured;
h. Recall
i. 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
j. Employee Retirement Income Security Act 1974 and amendments
k. 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
l. Claim or circumstance known to the Insured prior to the inception date
m. Acts, error, omissions or Accidents which first took place prior to the Retroactive Date
n. Discrimination
o. Insolvency or Bankruptcy of the Insured
p. Punitive and exemplary damages, fines, sanctions, taxes, costs or expenses
q. Employer-employee relations, policies, practices, acts or omissions.
r. Violation of Securities Acts, of Racketeer Influenced and Corrupt Organizations Act
s. Anti-trust
t. Regulatory actions
u. Plagiarism, misappropriation of likeness, infringement of any intellectual property right, including patent, trademark, trade
secret, trade dress and copyright; unless covered under Insuring Agreement I.A.2.
v. Product Liability
w. Pharmacy services
x. Manufacture, handling sale or distribution of Phenylpropanolamine, Phenylpropanolamine Hydrochloride, PPA or any product
or drug containing any of these substances
y. Asbestos, Mould, Electromagnetic Field or Radiation, Pollution.
z. Insured vs Insured
aa. 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.
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52
Coverage No 61326
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 10 OF THIS
CERTIFICATE OF INSURANCE.
NOTE: THE MASTER POLICY APPLIES IN EXCESS OF ANY OTHER VALID AND COLLECTIBLE INSURANCE AVAILABLE TO
ANY INSURED.
THE INSURANCE HEREBY EVIDENCED IS WRITTEN BY AN APPROVED NON-LICENSED INSURER IN THE STATE OF OHIO
AND IS NOT COVERED IN CASE OF INSOLVENCY BY THE OHIO INSURANCE GUARANTY ASSOCIATION.
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52
Coverage No 61326
DECLARATIONS
PROFESSIONAL LIABILITY, GENERAL LIABILITY AND ADVERTISING LIABILITY CLAIMS MADE AND REPORTED
INSURANCE
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 or Extended Reporting Period, if applicable. Claims Expenses are within
and reduce the Limit of Liability under this Policy. Certain words and phrases which appear in bold type have special
meaning; please refer to Section V., Definitions. Please review the coverage afforded under this insurance policy carefully
and discuss the coverage hereunder with your insurance agent or broker.
These declarations along with the completed and signed application and the Policy with endorsements shall constitute the
contract between the insureds and underwriters.
Underwriters: Certain Underwriters at Lloyd's, London
Master Policyholder: Westminster Group, Inc
c/o 23 Federal Plaza W BDM10 Youngstown, OH 44503
Master Policy Number: B0572MR20W123
Coverage Reference No: 61326
Item 1. Named Insured:
Leslie Cancilla
DBA Openings Coaching and Consulting, Inc.
Address:
419 Pearl St,
Fort Collins, CO 80521, US.
Item 2. Policy Period:
From: 1st March 2020
To: 1st March 2021
Item 3. Insuring Agreements Included
INSURING AGREEMENTS Included
Insuring Agreement I.A.1 Professional Liability: Yes
Insuring Agreement I.A.2 General Liability and Advertising Liability No
Insuring Agreement I.A.3 Fire Legal Liability No
Insuring Agreement I.A.4 Product Liability No
Insuring Agreement I.A.5 Computer Information Security No
Insuring Agreement I.A.6 Privacy Liability No
Overseas work declared No
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52
Coverage No 61326
Item 4. Limits of Liability:
1. Professional Liability Section
Limit of Liability for Insuring Agreement I.A.1., (Professional Liability)
a. Each Claim including Claims Expenses
But sublimited to:
$1,000,000
i. Sexual/Physical Misconduct Each Claim
including Claims Expenses
$25,000
b. Aggregate including Claims Expenses
But sublimited to:
$1,000,000
i. Sexual/Physical Misconduct Aggregate
including Claims Expenses
$75,000
2. General Liability Section
Limit of Liability for Insuring Agreement I.A.2., (General Liability and Advertising Liability), and
Insuring Agreement I.A.3., (Fire Legal Liability)
a. Each Claim including Claims Expenses
But sublimited to:
$0
i. Fire Legal Liability (Insuring Agreement I.A.3.)
each Claim including Claims Expenses
$0
b. Aggregate including Claims Expenses $0
3. Products/Completed Operations Section
Limit of Liability for Insuring Agreement I.A.4., (Products/Completed Operations Liability),
a. Each Claim including Claims Expenses $0
b. Aggregate including Claims Expenses $0
4. Computer Information Security Liability Section
Limit of Liability for Insuring Agreement I.A.5., (Computer Information Security Liability),
a. Each Claim including Claims Expenses $0
b. Aggregate including Claims Expenses $0
5. Privacy Liability Section
Limit of Liability for Insuring Agreement I.A.6., (Privacy Liability),
a. Each Claim including Claims Expenses $0
b. Aggregate including Claims Expenses
But sublimited to:
i. Aggregate for the Policy Period for
all Privacy Violation costs covered
under Insuring Agreement I.A.6.
$0
6. Policy Aggregate Limit of Liability
The Limits of Liability stated under 1, 2, 3, 4, and 5 above are part of, and not in addition to,
the overall Policy Aggregate Limit of Liability stated under this Section 6.
$1,000,000
The Limits of Liability under Item 4 shall apply separately to each Section. Under no circumstances shall any one Claim
trigger multiple sections.
Item 5. Deductible
Professional Liability, General Liability, Computer Information Security Liability
Deductible for Insuring Agreement I.A.1., (Professional Liability), I.A.2. (General Liability), I.A.3. (Fire Legal
Liability), I.A.4. (Product Liability), I.A.5. (Computer Information Security) and I.A.6. (Privacy Liability)
- Each Claim including Claims Expenses
Nil
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52
Coverage No 61326
Item 6. Extended Reporting Period
Length of Extended Reporting
Period
Premium of Extended Reporting Period
12 months 100% of the premium set forth in Item 7. of the Declarations
24 months 175% of the premiumdocument set forth in Item 7. of the Declarations
36 months 225% of the premium set forth in Item 7. of the Declarations
Item 7. Premium
The premium paid in respect of the entire Policy Period
1. Professional Liability $135.00
2. General Liability (if purchased) $0.00
3. Product Liability (if purchased) $0.00
4. Waiver of Subrogation (if purchased) $0.00
5. Computer Information Security and Privacy (if purchased) $0.00
6. Admin Fees $25.00
7. Taxes $6.75
8. Stamping Fees $0.00
9. Broker Fee $0.00
Total Annual Premium $166.75
Item 8. Retroactive Date:
Professional Liability: 1ST FEBRUARY 2019
Item 9. Notifications under this Policy:
1. Recipient of Notice of the Insured's Cancellation:
Huntington Insurance Inc
Michael Dercoli, CPCU, CIC
Senior Sales Executive
23 Federal Plaza W
Youngstown, OH, 44503
Tel: 866-318-5028
Fax: 877-243-0712
Email: ProgramServices@Huntington.com
2. Recipient of Notice of the Insured's Intention to
purchase the Extended Reporting Period Coverage
and premium for the Extended Reporting Period:
as 9.1. above
Item 10. Notice of Claim or Circumstances in accordance with Clause X.
Claims Department
Beazley Group
30 Batterson Park Road,
Farmington CT 06032
Email: claims@beazley.com
Tel: 888-222-1123 Fax: 866-910-1397
Item 11. Terrorism Coverage:
Coverage Purchased:
If 'Yes', Terrorism Coverage Premium: $0.00
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52
Coverage No 61326
Item 12. Service of Suit:
Service of Suit upon the Underwriters pursuant to Clause XXII. of the Policy may be made upon
Mendes & Mount
750 7th Avenue
New York
New York 10019-6829, USA
Item 13. Choice of Law: The State of Ohio
Item 14. Professional Services:
- Career Coaching
- Coaching
- Leadership training
- Management Training - communications skills
- Management Training - personal effectiveness
- Management Training - self management
- Management Training - team leadership skills
- Management Training - team working
- Personal Development
Item 15. Endorsement Effective At Inception: None
19th February 2020
Authorized Representative Date
Secretary President
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52
Coverage No 61326
ENDORSEMENT to Evidence No 61326
THIS ENDORSEMENT is attached to EVIDENCE OF INSURANCE No 61326. IT IS ISSUED AS NOTICE OF INSURANCE FOR
INFORMATION ONLY. IT DOES NOT CONSTITUTE A LEGAL CONTRACT OF INSURANCE. THIS ENDORSEMENT IS ATTACHED
TO THE EVIDENCE OF INSURANCE AND A COPY OF THE MASER POLICY WORDING.
THE MASTER POLICY AND THE APPLICATION OF THE INSURED, IF ANY, FORM THE ENTIRE CONTRACT. THIS
ENDORSEMENT IS FURNISHED IN ACCORDANCE WITH, AND IN ALL RESPECTS IS SUBJECT TO, THE TERMS OF THE
MASTER POLICY.
THE EVIDENCE TO WHICH THIS ENDORSEMENT IS ATTACHED REPLACES ANY OTHER EVIDENCE AND ENDORSEMENT
PREVIOUSLY ISSUED COVERING THE INSURANCE DESCRIBED IN THE EVIDENCE.
This document is to notify the Member named in the Evidence (the Leslie Cancilla)(the Named Insured) that the following
amendment(s), alteration(s) or clarification noted below has been effected with certain Underwriters at Lloyd's, London (not
incorporated) (the "underwriters") for the Coverage Period specified below (the 1st March 2020 to 1st March 2021) under the Master
Policy set out below (the "Master Policy") issued to the Master Policyholder.
The insurance is provided under the Master Policy as set out at 3 on the Evidence of Insurance and is in accordance with the terms of
the Master Policy, a copy of which is attached hereto. The original Master Policy may be inspected at the offices of the Master Policy
Holder. The respective names of and proportions underwritten can be ascertained from the office of the Master Policy Holder.
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52
U.S. Terrorism Risk Insurance Act of 2002 as amended
Not Purchased Clause
This Clause is issued in accordance with the terms and conditions of the "U.S. Terrorism
Risk Insurance Act of 2002" as amended as summarized in the disclosure notice.
It is hereby noted that the Underwriters have made available coverage for “insured losses”
directly resulting from an "act of terrorism" as defined in the "U.S. Terrorism Risk Insurance
Act of 2002", as amended (“TRIA”) and the Insured has declined or not confirmed to
purchase this coverage.
This Insurance therefore affords no coverage for losses directly resulting from any "act of
terrorism" as defined in TRIA except to the extent, if any, otherwise provided by this
policy.
All other terms, conditions, insured coverage and exclusions of this Insurance including
applicable limits and deductibles remain unchanged and apply in full force and effect to
the coverage provided by this Insurance.
LMA5219
12 January 2015
Coverage No 61326
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52
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ABSOLUTE OPIOID EXCLUSION
This endorsement modifies insurance provided under the following:
PROFESSIONAL LIABILITY, GENERAL LIABILITY AND ADVERTISING LIABILITY CLAIMS MADE
AND REPORTED INSURANCE
In consideration of the premium charged for the Policy, it is hereby understood and agreed that:
1. Clause IV. EXCLUSIONS, 3. Exclusions applicable to all insuring agreementsis amended by the
addition of the following:
(av) for, arising out of, or resulting fromany Claim,proceeding, investigation, legal action,
order or regulation made by or on behalf of any federal, state, local, provincial, or
foreigngovernmental, regulatory or administrative agency or entity, regardless of the
name in which such action or proceeding is brought, based on, arising from or in any way
attributable to Opioids,including but not limited to any governmental coordinated actions;
(aw) for, arising out of, or resulting fromany Health Benefit Payor Claims arising from or in
any way attributable to Opioids;
(ax) for, arising out of, or resulting fromany Class Action, Multi-Plaintiff,Multidistrict
Litigation (MDL), or state or provincial coordinated actionarising from or in any way
attributable to Opioids;
(ay) for, arising out of, or resulting fromany Claim arising out of or resulting from the actual or
alleged emergence, contraction, aggravation or exacerbation of any form of addiction,
abuse or other health condition caused by the Manufacturing, handling, distribution,
promotion, marketing, advertising, labeling or lack of labeling, failure to warn, sale,
compounding, prescribing, application, ingestion, consumption, testing, exposure to or
any use of anyOpioids.
2. For the purposes of this endorsement, Clause V. DEFINITIONS is amended by the addition of the
following:
(u) Class Action means any claim or proceedings:
(1) certified as a class action or purporting to be a class action;
(2) by or on behalf of five or more persons, whether or not such persons are
represented by one or more legal counsel;
(3) by or on behalf of one to four persons, if any of such persons is making a pattern
or practice of, or systemic wrongful act allegation(s) and is seeking monetary
relief on behalf of a class or group of complainants in order to resolve such
proceeding, whether or not such persons are represented by one or more legal
counsel; or
Effective date of this Endorsement:1st March 2020
This Endorsement is attached to and forms a part of Policy Number:61326
"Certain underwriters at Lloyds of London" Referred to in this endorsement as either the
"Insurer" or the "Underwriters"
Coverage No 61326
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(4) by any government attorney, government entity, department or agency making a
pattern or practice of systemic wrongful allegations or seeking monetary relief on
behalf of a class or group of complainants in order to resolve such proceeding.
(v) Health Benefit Payor Claims means any claims or proceedings brought or maintained
by an entity that pays or is obligated to pay any bills or costs or charges premiums
associated with an individual’s health, including but not limited to:
(1) an insurance company that provides health insurance;
(2) a health maintenance organization;
(3) a health care service contractor;
(4) a legal entity that is self-insured and provides benefits for health care services to
its employees or others;
(5) a legal entity that is responsible for handling claims for health care services
under a state or federal medical assistance program;
(6) a federal, state, local, provincial or foreign government or quasi-governmental
entity that makes payments for health care services;
(7) an insurer authorized to transact workers’ compensation or casualty insurance in
any state;
(8) an employer authorized to self-insure its workers’ compensation risk; or
(9) a charity care program.
(w) Manufacturing means:
(1) design, development, manufacturing, compounding, selling, promoting (including
off-label promoting), marketing, and value-added reselling of products and
including materials, parts and equipment provided by the Insured in connection
with the Insured’s products;
(2) the Insured’s advice, consultancy, design, plan, specification, formula, labeling,
packing, packaging, express and implied warranties, instructions for use,
warnings or similar but only insofar as provided in connection with or
incorporated in any product supplied by or on behalf of the Insured;
(3) installation of the Insured’s products by the Insured;
(4) training by the Insured in the use of, support of, servicing of, maintenance of,
and repair of the Insured’s products for others;
(x) Multidistrict Litigation (MDL) means the procedure that permits civil lawsuits pending in
different federal district courts, with at least one common question of fact, to be
transferred and consolidated for pretrial proceedings before one judge.
(y) Multi-Plaintiff means a complaint brought by or on behalf of two or more plaintiffs,
arising out of the same transaction or occurrence with a common question of law or fact.
(z) Opioidmeans a natural chemical prepared from the latex taken from the Papaver
somniferum plant (opium poppy), a semi-synthetic chemical synthesized from natural
Coverage No 61326
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occurring opium products or synthetic chemical made in a lab to emulate the former that
interacts with opioid receptors on nerve cells in the body and brain, and reduce the
intensity of pain signals and feelings of pain. Opioidincludes, but is not limited to heroin,
synthetic opioids or opiates such as tramadol, fentanyl and methadone and pain
medications available legally by prescription such as oxycodone, hydrocodone, codeine
and morphine.
3. For the purposes of this endorsement only, Clause V. DEFINITIONS, (f).Claimis amended by the
addition of the following at the end thereof:
Claim does not include Class Action, Health Benefit Payor Claims, Multi-Plaintiff,Multidistrict
Litigation, or state or provincial coordinated action.
All other terms and conditions of this Policy remain unchanged.
______________________________________
Authorized Representative
Coverage No 61326
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PROFESSIONAL LIABILITY, GENERAL LIABILITY AND ADVERTISING 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 or Extended Reporting Period, if applicable. Claims Expenses are within and reduce
the Limit of Liability under this Policy. Certain words and phrases which appear in bold type have
special meaning; please refer to Section V., Definitions. Please review the coverage afforded
under this insurance policy carefully and discuss the coverage hereunder with your insurance
agent or broker.
This Policy only affords coverage under those insuring agreements below that are indicated as
purchased in Item 3. of the Declarations. Under no circumstances shall any one Claim trigger
multiple insuring agreements.
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 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, which occurred on or after the Retroactive Date stated in Item 8.
of the Declarations and prior to the end of the Policy Period.
2. General Liability and Advertising 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 which occurred on or after the Retroactive Date stated
in Item 8. of the Declarations and prior to the end of the Policy Period.
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3. Fire Legal 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 or Extended Reporting
Period (if applicable), and reported in writing to the Underwriters during the
Policy Period or or any applicable Extended Reporting Period for Property
Damage to the premises, while rented to the Named Insured, or temporarily
occupied by the Named Insured with permission of the owner, arising out of
any one fire which occurred on or after the Retroactive Date stated in Item 8. of
the Declarations and prior to the end of the Policy Period.
This coverage is subject to the sublimit of liability as described in Section VI.B
(General Liability Section) and stated in Item 4.2.a.i of the Declarations. Under
no circumstances will this coverage be extended to cover First Party Property
Damage or Property Damage to personal property.
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.
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, 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 reimburse
the Insured for all reasonable expenses, other than loss of earnings, incurred
at the Underwriters’ request.
6. 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
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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.
C. Supplementary Payments
1. Defendant’s Reimbursement and Deposition Coverage
Underwriters will pay, with respect to any Claim that Underwriters investigate
or settle, or any suit against an Insured that Underwriters defend:
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 $1,000 per day for all
Insureds and up to a total of $35,000 during any one Policy Period.
b. Actual loss of earnings and reasonable expenses due to the Insured’s
attendance at a deposition. The maximum the Underwriters will pay is
$10,000 for each Deposition and up to a total of $35,000 during any one
Policy Period.
2. State Licensing defense board coverage
Underwriters will pay up to $5,000, subject to a $35,000 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.
II. 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;
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 and any partner
or member thereof but only with respect to his or her liability 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 and any
executive officer, director, stockholder;
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D. any person who previously qualified as an Insured under (A), (B) or (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 for Bodily Injury caused by negligent acts, errors or
omissions of the Named Insured otherwise covered under 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.
Persons Insured does not include any individual who acts as or any legal entity that
employs a physician, surgeon, podiatrist, nurse, anaesthetist, chiropractor, acupuncturist
or physical therapist, unless it has been previously agreed by underwriters and such
person is specifically listed in the Certificate of Insurance and/or the Declarations, and
solely with respect to Professional Services as defined in Section V – Definitions.
III. TERRITORY
This insurance applies to any Claims made and negligent acts, errors, omissions or
Accidents which take place anywhere in the world.
IV. 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;
(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
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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 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 XXV., Licensure.
(j) 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.
2. Exclusions applicable to Insuring Agreement I.A.2, General Liability and
Advertising Liability and Insuring Agreement I.A.3, Fire Legal Liability.
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:
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(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;
(3) causing or contributing to the intoxication of any person.
(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
(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:
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(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;
(3) property loaned to the Insured;
(4) personal property in the care, custody and control of the Insured;
(5) 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;
(6) 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) 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 covered under Insuring
Agreement I.A.3., (Fire Legal Liability) and subject to the sublimits of liability as
described in Section VI.B. (General Liability Section) of this Policy and stated in
Item 4.2.a.i of the Declarations.
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) and (6) of this exclusion do 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;
(j) to any Claim arising out of loss of use of tangible property which has not been
physically injured or destroyed resulting from:
(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 Named
Insured’s Products or work performed by or on behalf pf the Named Insured
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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 use 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 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 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;
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(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 7. 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 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.
However, this exclusion does not apply to:
1. Any specific individual Insured who allegedly committed such misconduct,
unless it is judicially determined that the individual Insured committed the
misconduct. If it is judicially determined that the individual Insured committed
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the misconduct, the Underwriters will not pay Damages or Claims
Expenses.
2. The Named Insured, unless the Named Insured:
i. knew or should have known about the misconduct allegedly committed
by the individual Insured; or
ii. knew or should have known that the individual Insured who allegedly
committed the misconduct had a prior history of sexual or physical
misconduct.
Underwriters will defend Claims alleging such misconduct until final adjudication.
If there is a final adjudication against any individual Insured or the Named
Insured, or admission by any individual Insured or the Named Insured
establishing such conduct, the Named Insured and/or individual Insured shall
reimburse the Underwriters for all Claims Expenses incurred defending the
Claims and Underwriters shall have no further liability for Claims Expenses.
Coverage provided above does not apply to Damages or Claims Expenses
incurred with respect to any Claim arising out of any misconduct suffered by any
employee of the Named Insured or volunteer workers.
(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 of 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 caused directly or indirectly, in whole or in part, by:
(1) any fungus(es) or spore(s);
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(2) any substance, vapour or gas produced by or arising out of any
fungus(es) or spore(s);
(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);
(4) any materials, product, building component, building or structure that
contains, harbors, nurtures or acts as a medium for any fungus(es) or
spore(s);
(5) the actual, potential, alleged or threatened formation, growth, presence,
release or dispersal of any fungus(es), molds, spore(s) or mycotoxins of
any kind;
(6) any action taken by any party in response to the actual, potential, alleged
or threatened formation, growth, presence, release or dispersal of any
fungus(es), molds, spores or mycotoxins of any kind, such action to
include investigating, testing for, detection of, monitoring of, treating,
remediating or removing such fungus(es), molds, spore(s) or mycotoxins;
or
(7) any governmental or regulatory order, requirement, directive, mandate or
decree that any party take action in response to the actual, potential,
alleged or threatened formation, growth, presence, release or dispersal of
any fungus(es), molds, spores or mycotoxins of any kind.
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(s)” 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;
(p) 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;
(q) to any Claim based upon or arising out of any Insured’s data processing,
including:
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(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;
(3) design or formulation of an electronic data processing program or system;
(4) any liability arising from:
(i) the failure of any program, instruction or data for use in any
computer or other electronic processing device, equipment or
system to function in the manner expected or intended;
(ii) the transmission or receipt of any virus, program or code that
causes loss or damages to any computer system and /or prevents
or impairs its proper function or performance;
(iii) unauthorized access to any computer system;
(iv) the functioning, non-functioning, improperly functioning, availability
or unavailability of:
(a) the internet or similar facility; or
(b) any intranet or private network or similar facility; or
(c) any website, bulletin board, chat room, search engine, portal
or similar third party application service;
(v) the alteration, corruption, destruction, distortion, erasure, theft or
other loss of or damage to data, software, information repository,
microchip, integrated system or similar device in any computer
equipment or non-computer equipment or any kind of programming
or instruction set;
(vi) any loss of use or functionality, whether partial or entire, of data,
coding, program, software, any computer or computer system or
other device dependent upon any microchip or embedded logic and
any ensuing inability or failure of any insured to conduct business;
(vii) any alteration, breach, corruption, destruction, or failure of any
computer, network systems or firewalls;
(viii) theft, loss, or unauthorized disclosure or access to personally
identifiable information including non-public personal information,
medical or healthcare information (including protected health
information) in the care, custody or control of the Insured or a third
party for whose such unauthorized disclosure or access the Insured
is legally liable, or violation of a privacy law protecting such
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information, including any consequential liability (including any
failure to comply with any legislation requiring monitoring or
notification to any person affected by any of the above, or in respect
of any related regulatory proceeding or investigation); or
(ix) theft, loss, or unauthorized disclosure or access to information
emanating from a third party that the Insured is required by
agreement to maintain confidential;
(r) to any Claim for Personal Injury, Property Damage or Advertising Liability
based upon or arising out of the Named Insured’s Products;
(s) 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;
(t) 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 with any drugs, medical devices, biologics or radiation-emitting products
that have been disapproved or not yet approved by the FDA;
(u) 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;
(v) 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;
(w) to any Claim arising directly out of, or resulting from or in consequence of, or in
any way involving:
(1) asbestos or any materials containing asbestos in whatever form or
quantity;
(2) the actual, potential, alleged or threatened presence, release or dispersal
of any asbestos;
(3) any action taken by any party in response to the actual, potential or
threatened presence, release or dispersal of any asbestos particles of
any kind, such action to include investigating, testing for, detection of,
monitoring of, treating, remediating or removing such materials containing
asbestos;
(4) any governmental or regulatory order, requirement, directive, mandate or
decree that any party take action in response to the actual, potential,
alleged or threatened presence, release or dispersal of any asbestos
containing particles of any kind;
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(5) any product, substance or waste which contains lead;
(6) inhaling, ingesting or physical exposure to silica directly or through any
goods, products, structures, real estate or land containing silica;
(7) the use or presence of silica in any process or operation of any type,
including but not limited to construction, manufacturing, sandblasting,
cleaning, drilling, farming or mining;
(8) the use or presence of silica in any goods, products, structures, real
estate or land, or any component part of any good, product, structures,
real estate or land containing silica;
(9) the manufacture, sale, transportation, handling, storage, or disposal of
silica or any goods, products, structures, real estate or land containing
silica;
(10) disease actually or allegedly caused by, contributed to or aggravated by
silica, including but not limited to silicosis, chronic silicosis, accelerated
silicosis, acute silicosis, conglomerate silicosis, any auto-immune
disorder, tuberculosis, silicoproteinosis; cancer, scleroderma,
emphysema, pneumoconiosis, pulmonary fibrosis, progressive massive
fibrosis, any lung disease or any other ailment actually or allegedly
caused by, contributed to or aggravated by silica;
(11) any costs of medical or other testing, monitoring or diagnosis arising from
or related to any actual, alleged, threatened or feared disease or injury,
including any emotional or mental distress, arising in whole or in part,
directly or indirectly, out of silica; or
(12) any cost of investigations, feasibility studies, cleaning, removal or
remediation of the actual or alleged presence of silica in or on any goods,
products, structures, real estate or land;
For the purposes of this Exclusion, “silica” means any silica in the form of and
any of its derivatives, including but not limited to silica dust, silicon dioxide
(SiO2), crystalline silica, quartz, or non-crystalline (amorphous silica);
(x) 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;
(y) to any Claim based upon or arising out of any actual or alleged violation of any
federal, state, or local anti-trust, restraint of trade, unfair competition, or price
fixing law, unfair or deceptive trade practices, or consumer protection any rules
or regulations promulgated thereunder; to the extent a Claim alleges both
professional negligence and any of the above excluded enumerated offenses,
Underwriters and the Insured will use their best efforts to reach a fair allocation
between covered and uncovered Damages;
(z) 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
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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;
(aa) 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;
(ab) to any Claim arising out of or relating to any loss, damage, or cost or expense of
whatsoever nature directly or indirectly caused by, resulting from happening
through, arising out of or in connection with any act of terrorism, regardless of
any other cause contributing concurrently or in any other sequence to the loss,
damage, cost or expense.
For the purpose of this Exclusion, terrorism means an act or threat of violence or
an act harmful to human life, tangible or intangible property or infrastructure with
the intention or effect to influence any government or to put the public or any
section of the public in fear. In any action, suit or other proceedings where the
Underwriters allege that by reason of this Exclusion, a loss, damage, cost or
expense in not covered by this Policy, the burden of proving that such loss,
damage, cost or expense is covered shall be upon the Insured.
In the event any portion of this Exclusion is found to be invalid or unenforceable,
the remainder shall remain in full force and effect;
(ac) to any Claim brought against any Insured by any other Insured hereunder;
(ad) to any Claim arising out of or resulting from the distribution of unsolicited email,
direct mail or facsimiles, or telemarketing;
(ae) to any Claim arising out of or resulting from any action or omission that violates
or is alleged to violate:
(1) the Telephone Consumer Protection Act (TCPA);
(2) the CAN-SPAM Act of 2003;
(3) the Fair Credit Reporting Act; or
(4) any statute, ordinance or regulation, other than TCPA, CAN-SPAM Act of
2003 or the Fair Credit Reporting Act, that prohibits or limits the sending,
transmitting, communicating or distribution of material or information;
(af) 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.
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(ag) to any Claim arising out of the failure of any Insured to diagnose or treat any
condition, disease or injury or to refer a client to any healthcare provider for
treatment of any condition, disease or injury.
(ah) to any Claim arising out of medical professional malpractice including but not
limited to the rendering or failing to render medical professional services,
treatment or advice.
(ai) to any Claim arising out of the performance of any procedure involving the
cutting or penetration of human tissue.
(aj) to any Claim arising out of a procedure performed by any Insured that is outside
the legal scope of practice in the State(s) stated in the Evidence of Insurance
and/or Declarations.
(ak) to any Claim arising out of the participation on a peer review committee,
including, but not limited to, peer review committees of a hospital, trade
association, or standards review organization.
(al) to any Claim arising out of any liability of the Named Insured as a proprietor,
medical director, superintendent, administrator, or executive officer of any
hospital, sanitarium, surgicenter, clinic with bed and board facilities, skilled
nursing facility, convalescent hospital, laboratory or any other similar business
enterprise.
(am) to any Claim arising out of or resulting from or in relation to any person who has
ever been a research subject of the Named Insured or who was ever solicited to
be a research subject of the Named Insured.
(an) to any Claim arising out of any acts, error or omissions by any Insured while
employed by the United States Government or any other governmental or public
entity.
(ao) to any Claim arising out of a counter-claim by a person who was sued for fees.
Collection suits triggering this exclusion include, but are not limited to, those
collections suits filed by a collection agency. Any Claim made subsequent to a
collection suit shall be presumed to be in response to the collection suit and to be
in the nature of a counter-claim and, therefore, shall be within this exclusion.
(ap) to any Claim against any Insured that involves, among others, any health care
practitioner with whom any Insured currently or in the future 1) is in partnership, 2)
has an employment relationship, 3) has an independent contractor relationship or
4) shares office space
(aq) to any Claim arising from a service rendered, or which should have been
rendered and was not, while any Insured or its employee or agent is under the
influence of intoxicants, narcotics or drugs;
(ar) 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,
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distribution, use, administration, prescription, handling or resale of any
pharmaceuticals or drugs, whether on a wholesale, retail, over-the-counter or
illegal basis;
(as) to any Claim arising out of or resulting from an electronic chatroom or bulletin
board any Insured hosts, owns or which the Insured exercises control;
(at) to any Claim arising out of or resulting from any oral or written publication of
material, if done by or at the direction of the Insured with the knowledge of its
falsity;
(au) 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; unless specifically covered under Insuring Agreement I.A.2
(Advertising Liability).
V. 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 IV.3.q.
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(d) “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.
(e) “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.
(f) “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.
(g) “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.
(h) “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.
(i) “Employee” means a person on the Insured’s regular payroll, with federal and,
if applicable, state taxes withheld, whose work is directed or controlled by the
Insured, including part-time and seasonal Employees and leased workers.
Employee does not include a temporary worker.
(j) “Extended Reporting Period”, if applicable, means the period of time 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 8. of the
Declarations.
(k) “Hostile Fire” means a fire which becomes uncontrollable or breaks out from
where it was intended to be.
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(l) “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.
(m) “Named Insured” means the individual practitioner or legal entity identified in
Item 1 of the Declarations, which is a member of the Master Policyholder
identified in the Declarations and that has purchased covered under this Master
Policy.
(n) “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 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.
(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.
(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
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Item 2. of the Declarations and specifically excludes any Extended Reporting
Period.
(q) “Pollutants” means any solid, liquid, gaseous 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) “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.
(s) “Professional Services” means those professional services specifically
identified in Item 13. of the Declarations.
(t) “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.
VI. LIMIT OF LIABILITY
A. Professional Liability Section
1. The Limit of Liability stated in Item 4.1.a. of the Declarations as “Each Claim”
is the Underwriters’ Limit of Liability payable under Insuring Agreement I.A.1,
(Professional Liability).
2. The sublimit of liability stated in Item 4.1.a.i of the Declarations as “Each
Claim” is the Underwriters’ sublimit of liability payable for Sexual/Physical
Misconduct coverage under Insuring Agreement I.A.1, (Professional Liability).
3. The Limit of Liability stated in Item 4.1.b of the Declarations is the aggregate
Limit of Liability payable under Insuring Agreement I.A.1, (Professional
Liability).
4. The sublimit of liability stated in Item 4.1.b.i of the Declarations is the
aggregate sublimit of liability payable for Sexual/Physical Misconduct
coverage under Insuring Agreement I.A.1, (Professional Liability).
B. General Liability Section
1. The Limit of Liability stated in Item 4.2.a. of the Declarations as “Each Claim”
is the Underwriters’ Limit of Liability payable under Insuring Agreement
I.A.2., (General Liability and Advertising Liability), and Insuring Agreement
I.A.3., (Fire Legal Liability).
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2. The sublimit of liability stated in Item 4.2.a.i. of the Declarations as “Each
Claim” is the Underwriters’ sublimit of liability payable under Insuring
Agreement I.A.3., (Fire Legal Liability).
3. The Limit of Liability stated in Item 4.3.b. of the Declarations is the aggregate
Limit of Liability payable under Insuring Agreement I.A.2., (General and
Advertising Liability), and Insuring Agreement I.A.3., (Fire Legal Liability),
C. Policy Aggregate Limit of Liability
The Limit of Liability stated in Item 4.3. of the Declarations is the Policy
Aggregate Limit of the Underwriters’ liability for all Damages and Claims
Expenses payable under this Policy.
D. Neither the inclusion of more than one Insured under this Policy, nor the making
of Claims by more than one person or entity shall increase the Limit of Liability.
E. The Limits of Liability stated in paragraphs A and B above shall apply separately
to each Section. The Limits of Liability stated in paragraphs A and B above are
part of, and not in addition to, the overall Policy Aggregate Limit of Liability stated
in Item 4.3. of the Declarations. Under no circumstances shall any one Claim
trigger multiple sections.
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.
VII. INNOCENT INSURED
Whenever coverage under this insurance would be excluded, suspended or lost:
A. because of Exclusion IV 1. (b) or Exclusion IV 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 VII. 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.
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VIII. EXTENDED REPORTING PERIOD
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 an Extended
Reporting Period identified in Item 6. of the Declarations 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 6. 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.
C. The quotation by the Underwriters of a different premium 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.
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 8.2
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.
IX. 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.
X. NOTICE OF CLAIM, OR CIRCUMSTANCE THAT MIGHT LEAD TO A CLAIM
A. If any Claim is made against the Insured, the Insured shall forward as soon as
practicable to the Underwriters through persons named in Item 10. of the
Declarations written notice of such Claim and forward every demand, notice,
summons or other process received by the Insured or its representative. In no
event shall the Underwriters be given notice of a Claim later than the end of the
Policy Period or the end of the purchased Extended Reporting Period. The
Insured’s duty to provide notice in accordance with this provision is a condition
precedent to coverage.
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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 9. 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.
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 10. 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 one Limit of Liability identified in Items 4.1.a) or 4.2.a), as applicable,
of 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.
XI. 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
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any settlement, stipulate to any judgment or award or otherwise dispose of any Claim
without the consent of the Underwriters.
XII. 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.
XIII. BANKRUPTCY
Bankruptcy or insolvency of the Insured or of the Insured's estate shall not relieve the
Underwriters of their obligations hereunder.
XIV. 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.
XV. 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.
XVI. MERGERS AND ACQUISITIONS
A. If during the Policy Period, the Named Insured mergers 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,
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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 10% 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.
XVII. 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.
XVIII. CANCELLATION
1. For the Master Policyholder
A. This Policy may be cancelled by the Underwriters by mailing or delivering to the
Master Policyholder 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 Master
Policyholder 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 Master Policyholder 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 Master Policyholder may cancel this master policy by surrender thereof to
the Underwriters or by mailing or delivering to the Underwriters through the entity
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named in Item 9.1 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 Policy may be cancelled by the Named Insured, by surrender thereof to the
Underwriters or by mailing or delivering to the Underwriters through the entity
named in Item of the Declarations, written notice stating when the cancellation
shall be effective.
B. This Policy may be cancelled by the Underwriters by mailing or delivering to the
Named Insured 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 Named
Insured 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 Named
Insured or by the Underwriters shall be equivalent of mailing.
C. If the Named Insured cancels this Policy, the earned premium shall be
computed in accordance with the attached short rate table and procedure.
D. If the Underwriters cancel this Policy prior to any Claim being reported under this
Policy, earned premium shall be computed pro rata.
E. The premium shall be deemed fully earned if any Claim under this Policy is
reported to the Underwriters under this Policy on or before the date of
cancellation.
F. Premium adjustment may be made either at the time cancellation is effected or
as soon as practicable after cancellation becomes effective, but payment or
tender of unearned premium is not a condition of cancellation.
XIX. SINGULAR FORM OF A WORD
Whenever the singular form of a word issued, herein, the same shall include the plural
when required by context.
XX. 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.
Coverage No 61326
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52
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XXI. NUCLEAR INCIDENT EXCLUSION
The insurance provided by this Policy does not apply:
A. To injury sickness, disease, death or destruction
(1) 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
(2) 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 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
Coverage No 61326
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52
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"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" 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.
XXII. 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
11. 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.
Coverage No 61326
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52
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B. The Entity designated in Item 12. 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 12. of the Declarations, as the person
to whom the said officer is authorized to mail such process or a true copy thereof.
XXIII. CHOICE OF LAW
Any dispute involving this Policy shall be resolved by applying the law of the state
designated in Item 13. the Declarations.
XXIV. SEVERAL LIABILITY
The subscribing Underwriters’ obligations under contracts of insurance to which they
subscribe are several and not joint and are limited solely to the extent of his or her
individual subscriptions. The subscribing Underwriters are not responsible for the
subscription of any co subscribing Underwriter who for any reason does not satisfy all or
part of its obligations.
XXV. 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.
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 the Underwriters 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 withdrawal, revocation,
denial, suspension or failure to renew. Such action does not waive the
Underwriters option to invoke the provisions of Section XVIII. 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 the of withdrawal, revocation, denial, suspension or
failure to renew.
Coverage No 61326
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52
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XXVI. SHORT RATE CANCELLATION TABLE
Notwithstanding anything to the contrary contained herein and in consideration of the
premium for which this Insurance is written it is agreed that in the event of cancellation
thereof by the Insured the Earned Premium shall be computed as follows:
A. For insurances written for one (1) year:
Days
Insurance
in Force
Per cent.
of One
Year
Premium
Days
Insurance
in Force
Per cent.
of One
Year
Premium
1 - 73 ........................ 30 206 - 209 ........................ 66
74 - 76 ........................ 31 210 - 214
(7 months)
.......
67
77 - 80 ........................ 32 215 - 218 ........................ 68
81 - 83 ........................ 33 219 - 223 ........................ 69
84 - 87 ........................ 34 224 - 228 ........................ 70
88 - 91 (3 months) ....... 35 229 - 232 ........................ 71
92 - 94 ........................ 36 233 - 237 ........................ 72
95 - 98 ........................ 37 238 - 241 ........................ 73
99 - 102 ........................ 38 242 - 246
(8 months)
.......
74
103 - 105 ........................ 39 247 - 250 ........................ 75
106 - 109 ........................ 40 251 - 255 ........................ 76
110 - 113 ........................ 41 256 - 260 ........................ 77
114 - 116 ........................ 42 261 - 264 ........................ 78
117 - 120 ........................ 43 265 - 269 ........................ 79
121 - 124 (4 months) ....... 44 270 - 273
(9 months)
.......
80
125 - 127 ........................ 45 274 - 278 ........................ 81
128 - 131 ........................ 46 279 - 282 ........................ 82
132 - 135 ........................ 47 283 - 287 ........................ 83
136 - 138 ........................ 48 288 - 291 ........................ 84
139 - 142 ........................ 49 292 - 296 ........................ 85
143 - 146 ........................ 50 297 - 301 ........................ 86
147 - 149 ........................ 51 302 - 305
(10 months)
......
87
150 - 153 (5 months) ....... 52 306 - 310 ........................ 88
154 - 156 ........................ 53 311 - 314 ........................ 89
157 - 160 ........................ 54 315 - 319 ........................ 90
161 - 164 ........................ 55 320 - 323 ........................ 91
165 - 167 ........................ 56 324 - 328 ........................ 92
168 - 171 ........................ 57 329 - 332 ........................ 93
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......
176 - 178 ........................ 59 338 - 342 ........................ 95
179 - 182 (6 months) ....... 60 343 - 346 ........................ 96
183 - 187 ........................ 61 347 - 351 ........................ 97
188 - 191 ........................ 62 352 - 355 ........................ 98
192 - 196 ........................ 63 356 - 360 ........................ 99
197 - 200 ........................ 64 361 - 365
(12 months)
......
100
201 - 205 ........................ 65
B. For Insurances written for more or less than one (1) year:
1. If insurance has been in force for twelve (12) months or less, apply the
standard short rate table for annual insurances to the full annual premium
determined as for an insurance written for a term of one year.
2. If insurance has been in force for more than twelve (12) months:
(a) Determine full annual premium as for an insurance written for a
term of one (1) year.
(b) Deduct such premium from the full insurance premium, and on the
remainder calculate the pro rata Earned Premium on the basis of
the ratio of the length of time beyond one (1) year the insurance
has been in force to the length of time beyond one (1) year for
which the insurance was originally written.
(c) Add premium produced in accordance with items (a) and (b) to
obtain Earned Premium during full period insurance has been in
force.
Furthermore and notwithstanding the foregoing, the Underwriters shall retain the total
premium for this Policy, such total premium to be deemed earned upon inception of the
Policy if any Claim or any circumstance that could reasonably be the basis for a Claim
is reported to the Underwriters under this Policy on or before such date of cancellation.
Coverage No 61326
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52
172 - 175 ........................ 58 333 - 337 (11 months) 94
Coverage No 61326
DocuSign Envelope ID: 2FD33EBB-E8E1-44A0-9FC8-0F25FD993A52