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HomeMy WebLinkAbout2014-386 Health - Robert E. Dupuis for Direct Pharmacy Services at the two pharmacy sites of the Health Department $12,397 [Departmental Use Only] TITLE Pharmacy Services FY 2014-2015 ORANGE COUNTY CONTRACT UNDER$25,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 1 st day of June, 2014, ("Effective Date")by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County"), party of the first part; and Robert E. Dupuis (the "Provider"), party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement,time being of the essence: The term of this agreement shall be from July 1,2014 to June 30,2015. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities,mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Scope of Services. The services and/or materials (hereinafter referred to collectively as "Services")to be furnished under this Agreement are as follows: A. Provider. 1) Scope of Work. Direct Pharmacy Services at the two pharmacy sites of the Health Department as provided in Attachment A, Scope of Work. 2) Confidentiality. The Contractor agrees to sign the OCHD Personal Health Services Division Confidentiality Agreement and agrees to maintain confidentiality per this Agreement. The Contractor will comply with such confidentiality laws as may be applicable in the performance of t]Zis agreement and acknowledges that in receiving, storing, processing or otherwise dealing with any confidential information, Contractor will safeguard and not further disclose the information except as permitted by the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended. 3) Licensure. The Contractor agrees to maintain North Carolina Pharmacy License and to present proof of such license. B. Orange County Health Department. Revised July 2013 1 1) Designate a nursing supervisor to provide guidance and assistance,- with related administrative or technical aspects of providing pharmacy servi yes at Health Department sites as requested. 2) Participate in the ongoing evaluation of the role of the pharmacist and provide an annual evaluation of pharmacist's performance of contract. 3) Enable the pharmacist to perform all activities mandated by laws, regulations and standards. 4) Obtain required pharmacy licenses for all sites. 5) Allow the pharmacist to participate in other related activities :n the Health Department as agreed to by both parties 6) Comply with such non-discrimination laws and/or employment practices as may be applicable in fulfilling this contract. 2. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed Twelve Thousand Three Hundred Ninety-Seven dollars, ($12,397). Payment shall be made in twelve (12) equal installments of One Thousand Thirty-Three Dollars and eight cents ($1,033.08) within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 3. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 4. Independent Contractor: The Provider shall operate as an independent Provider, and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. The Provider understands that no benefits, including Worker's Compensation coverage, will be provided to him by the County. 5. Insurance. A. General Requirements. The Provider shall purchase and maintain during the period of performance of this Agreement Professional Liability Insurance, covering personal injury, bodily injury and property damage and claims arising out of or related to the performance under this Agreement by the Provider. B. Limits of Coverage. The Provider shall maintain professional liability insurance coverage with coverage of at least $1 million, per occurrence, $3 million aggregate while providing services to the County. C. Evidence of Insurance. Evidence of such insurance shall be furnished to the County, together with evidence that each policy provides the County with not less than thirty (30) days prior written notice of any cancellation, ncn-renewal or reduction of coverage. 6. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider. Revised July 2013 2 7. Termination: This Agreement may be terminated at any time without cause by either Party upon sixty(60)days written notice. This agreement may be terminated with cause at any time by either party upon at least 30 days prior written notice to the other party upon default of one or more of its obligations hereunder, unless such default is cured within 30 days of the notice of termination. 8. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. 9. Governing Law: This Agreement and the duties, responsibilities, obligation, and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Con 3ultant shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements cf Article 2 of Chapter 64 of the General Statutes constitutes Consultant's breach of this Agreement. By executing this Agreement Consultant affirms Consultant is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 10. Non Appropriation: Provider acknowledges that County is a governmental c rltity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of pub.is funds. 11. Signature: Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreem ent,effective as of the day first written above. ORANGE COUNTY PROVIDER %/ Bonnie Hammersley., County Ma r Robe E. Dupuis, Pharm. PS 200 S. Cameron St. 205 Kenilworth Place P.O. Box 8181 Chapel Hill NC,27516 Hillsborough,NC 27278 This instrument has been approved as to technical content. �L i:��A Colleen Bridger,MPH, PhD alth Department Director Revised July 2013 3 This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. —d/U'L' A. /V�U_ Clarence G. Grier,Asst. County Manager/CFO This i s me been approved as to form and legal sufficiency. Annett M.Mo%re, Staff A orney Revised July 2013 4 Fireman's Fund"' mil".19D Insurance Company CHICAGO INSURANCE COMPANY Executive Offices 33 W.MONROE STREET CHICAGO,ILLINOIS 60603 MEDICAL PROFESSIONAL LIABILITY OCCURRENCE INSURANCE POLICY Region Producer Issued I Prior Certificate Number Purchasing G-oup Policy Number 23 0004656 12/30-2012 1 AHL6800038 44-2010129 OFFERED THROUGH THE:Allied Health Purchasing Group Association DECLARATIONS SECTION I Item CERTIFICATE NUMBER: AHL 6800038 1. Named Insured: Robert E. Dupuis 2. Mailing Address: 104 Airport Drive Suite 2700 Campus Box 1100 Chapel Hill, NC 27599 3. Policy Period: From: 12/22/2013 To: 12/22/2014 12:01 A.M.Standard Time At Location of Designated Premises 4. Business or Profession: Pharmacist 5. The Named Insured is a(n): Individual-Employed This policy is made and accepted subject to the printed conditions of this policy together with the provisions,stipulations and agreements contained in the following forms(s)or endorsement(s): PLJ-2037(05198) (Ed. 09111), PLE-2087 (04/00), PON-2003 (03/10), POE-2151 (10198) SECTION 11 Item COVERAGE Premium A. Professional Liability X $151.00 B. General Liability Endorsements TOTAL PREMIUM: $151.00 LIMITS OF LIABILITY $1,000,000.00 each Incident and each Occurrence $3,000,000.00 Aggregate SECTION III SUPPLEMENTARY PAYMENTS A. First Party Assault B. Licensing Board Reimbursement C. Wage Loss and Expense D. Deposition Expense E. First Aid Reimbursement Administered by: Hays Affinity Group Broker: NCAIA 1400 Renaissance Drive,Suite 300 P.O.Box 1165 Park Ridge,IL 60068 Cary,NC 27512 (847)939-8300 PLP-2037(05/98)(Ed.09109) 0 2009, Fireman's Fund Insurance Company, Novato,CA.All rights reserved. MEDICAL PROFESSIONAL LIABILITY OCCURRENCE INSURANCE POLICY Fireman's Frond.. . Insurance Company :o : . I,.,j 11 anz III CHICAGO INSURANCE COMPANY Executive Offices: 33 W. Monroe Street Chicago, Illinois 60603 OFFERED THROUGH THE PURCHASING GROUP ASSOCIATION NAMED IN THE DECLARATIONS M-1-2037(05/98)(Ed.09/]1) CHICAGO INSURANCE COMPANY (A stock insurance company, herein called the Company) Executive Offices:33 W. Monroe Street Chicago, Illinois 60603 MEDICAL PROFESSIONAL LIABILITY OCCURRENCE INSURANCE POLICY The Company agrees with the Named Insured, in consideration of the payment of the premium, and 'n reliance upon the statements in the Declarations and in the application and subject to the limit of liability,exclusions,conditions and otherterms of this policy,as follows: I. COVERAGES: A. COVERAGE A, PROFESSIONAL LIABILITY COVERAGE If indicated by a specific premium in the Declarations,the Company will pay on behalf of the Insured all sums which the Insured shall become legally obligated to pay as Damages because of Bodily Injury or Property Damage caused by an Incident, or Personal Injury,to which this insurance applies in the operation of the business or conduct of the profession of the Named Insured as specified in the Declarations;which occurs during the Policy Period. B. COVERAGE B, GENERAL LIABILITY COVERAGE If indicated by a specific premium in the Declarations,the Company will pay on behalf of the Insured all sums which the Insured shall become legally obligated to pay as Damages because of Bodily Injury, Property Damage or Advertising Injury to which this insurance applies in the operation ofthe business or conduct of the profession of the Named Insured as specified in the Declarations,caused by an Occurre ice during the Policy Period.This coverage specifically includes the following extensions: 1. Contractual Liability: Bodily Injury or Property Damage resulting f�om any Incidental Contract relating to the operation of the Named Insured's business,e)cept if such injury or damage occurred prior to the execution of the Incidental Contract; 2. Host Liquor Liability:Bodily Injury or Property Damage arising out of the giving or serving of alcoholic beverages at functions incidental to the Named Insured's bu:riness; 3. Fire Legal Liability:Property Damage to structures or portions thereof ranted to or leased to the Named Insured, including fixtures permanently attached thereto, if such Property Damage arises out of fire. Solely as respects Fire Legal Liability (;overage, all of the exclusions of the policy,other than Exclusions 6, 12 and 13 and the Nuclear Energy Liability Exclusion (Broad Form) are deleted; As respects coverage(s) provided by this insurance,the Company shall have the right and dut,to defend any Suit against the Insured seeking Damages on account of such Bodily Injury, Property Damage, Personal Injury or Advertising Injury,even if any of the allegations of the Suit are groundless,false or fraudulent,but the Company shall not be obligated to pay any claim or judgement or continue to defend any Suit after the applicable limit of the Company's liability has been exhausted by payment of Damages. The Company, at its option, shall select and assign defense counsel; however, the Named Insured may engage additional counsel, solely at their expense, to associate in the defense of any claim covered hereunder. Claims Expenses incurred by the Company shall be paid in addition to the applicable limits of liability.The Companyshall also have the right to investigate any claim and/or negotiate the settlement thereof,as it deems expedient,but the Company shall not commit to any settlement without the Named Insured's written consent. If the Names/ Insured refuses to consent to any settlement recommended in writing by the Company and elects to contestthe claim or continue any legal proceedings in connection with such claim,then the Company shall be relieved of any further duty to defend the claim, and the liability of the Company for Damages and Claims Expenses shall not exceed the amount for which the claim could have been settled as well as the Claims Expenses incurred by the Company orwith the Company's consent upto the date of such refusal.The Insured shall not admit liability,nor assume any obligations,incur any costs,charges,or expenses or enter into any settlement without the Company's written consent. II. PERSONS INSURED: Each of the following is an Insured under this policy to the extent set forth below: A. If the Named Insured is an individual,the Named Insured so designated in the Declarations; B. If the Named Insured is a sole proprietorship,the Named Insured so designated in the Declarations; PLJ-2037(05196)(Ed.09111) Q 2011,Fireman's Fund Insurance Company,Novato,CA. All rights reserved Page 2 of 13 C. If the Named Insured is a partnership, the partnership so designated in the Declarations and any partner thereof; D. If the Named Insured is other than an individual, sole proprietorship or partnership, the organization so designated in the Declarations,and any owner, officer,director, principal,trustee or stockholder thereof; E. Any employee of the Named Insured, but only while such employee was acting on behalf of the Named Insured and within the scope of the employee's duties as such or for acts performed by such employee as a Good Samaritan or unpaid volunteer during the employee's term of employment with the Named Insured; F. Any volunteer, but solely while such person was acting within the scope of the volunteer's duties for,and on behalf of, the Named Insured; G. Any professional serving as a temporary replacement or substitute for an Insured,butsolelywhile such person was acting within their duties for,and on behalf of,the Named Insured. During the term of such replacement, the person who is replaced by, or substituted for, shall not be an Insured under this policy, as respects COVERAGES A.and B. Ill. LIMITS OF LIABILITY: Regardless of the number of Coverage Parts that apply, the number of Insureds under this insurance,the number of persons and/or organizations who sustain Bodily Injury,Property Damage,Personal Injury and/or Advertising Injury,or the number of claims made or Suits brought,the Company's liability is limited as follows: A. The limit of liability stated in the Declarations as applicable to"each Incident"or"each Occurrence"is the total limit of the Company's liability for all Damages for"each Incident"and/or"each Occurrence"covered by the policy. All claims arising from the same or related Incident, Occurrence and/or Personal injury shall be considered a single claim for the purpose of this insurance and shall be subject to the same limit of liability. B. The limit of liability stated in the Declarations as"Aggregate"is,subject to the above provisions involving"each Incident"and/or"each Occurrence,"the total limit of the Company's liability underthis policy for all Damages. However,the limit of liability stated in the Declarations as"Aggregate"shall apply separately to any individual defined as an Insured under Section 11,PERSONS INSURED,Subsections A, B,C or E,or any organization defined as an Insured under Subsection D. IV. POLICY TERRITORY:This insurance applies to Bodily Injury, Property Damage, Personal Injury,or Advertising Injury which occurs anywhere in the world, provided that claim is made or Suit is brought within the United States of America,its territories or possessions, or Canada. V. SUPPLEMENTARY PAYMENTS:The Company will pay, in addition to the applicable limit of liability: A. FIRST PARTY ASSAULT: Up to$5,000,for: 1. medical expenses incurred as a result of Bodily Injury to the Insured;and 2. repair or replacement of personal property owned by the Insured; caused by any one Assault by,or at the direction of,a person other than an Insured during the Policy Period, which happens on the Insured's workplace premises,including the ways immediately adjoining such workplace premises,while away from such workplace premises while conducting an authorized work activity, or while traveling to or from such workplace premises. Subject to the foregoing, the total amounts payable under this extension shall not exceed $10,000 for all Assaults which happen during the Policy Period. This coverage does not apply to damage to any mode of transportation used by the Insured to go to and from the Insured's workplace premises,or damage to any business or personal property owned,leased or rented by any other person or business enterprise while in the Insured's possession. This coverage applies as excess over any other available insurance covering such loss; B. LICENSING BOARD REIMBURSEMENT: Up to$5,000 for attorney fees,and other costs,expenses or fees resulting from the investigation or defense of all proceedings before an entity responsible for regulating the Insured's professional conduct,arising out of an Incident,incurred as a result of notice or notices of proceedings first received by the Insured during the Policy Period. This payment,however,does not apply to any expenses or fees resulting from criminal proceedings. All such proceedings arising out of the same or related Incident shall be: 1. considered first made during the Policy Period in which the earliest complaint arising out of such same or related Incident was made;and 2. subject to a single limit as stated above. Subject to the foregoing, the total amounts payable under this extension shall not exceed $10,000 for all PLJ-2037(05/98)(Ed. 09/11) 0)2811,Fireman's Fund Insurance Company,Novato,CA. All rights reserved Page 3 of 13 Incidents of which notice or notices are first received by all Insureds during the Policy Period. C. WAGE LOSS AND EXPENSE: For lost wages, costs and expenses, caused by the Insured's attendance at the Company's request at any trial(s), hearing(s) or arbitration proceeding(s) involving a civil Suit(s) against such Insured for covered Damages. Regardless of the number of Insureds,trials, hearings or arbitration proceedings,the amount so payable for any one series of trials,hearings or arbitration proceedings arising out of the same Incident and/or Occurrence shall not exceed $10,000. D. DEPOSITION EXPENSE: Up to $5,000, for all reasonable fees, costs and expenses necessary to represent the Insured at all depositions,which the Insured is required to attend,arising out of the profession indicated in the Declarations, of which notice or notices of required attendance are first received by the Insured during the Policy Period,but this payment does not apply to any deposition where the Insured is acting as a paid expert. E. FIRST AID REIMBURSEMENT: Up to$2,500,for all medical related expenses for which the Insured has voluntarily made payment or incurred, for first aid rendered to others as a result of any Bodily Injury done to another, covered by this policy,which happens during the Policy Period. This provision does not apply to Bodily Injury to any person as defined as an Insured in this policy. The first aid must be provided within a 48-hour period after the injury happens. VI. EXCLUSIONS: This insurance does not apply: 1. with respect to Advertising Injury: a. to any Insured in the business of advertising, broadcasting, publishing or telecasting;or b. to any injury arising out of any act committed by any Insured with actual malice; 2. to Advertising Injury arising out of: a. failure of performance of contract, but this exclusion does not apply to the unauthorized appropriation of ideas based upon alleged breach of implied contract;or b. infringement of trademark,service mark or 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 C. incorrect description or mistake in advertised price of goods, products or services sold,offered for sale or advertised; 3. to any obligation for which the Insured,or any carrier as his/her insurer,may be held liable under anyworkers' compensation, unemployment compensation or disability benefits law,or under any sirrilar law; 4. to Bodily Injury or Personal Injury to any employee of the Insured arising out of and in the course of his/her employment by the Insured or to any obligation of the Insured to indemnify another because of Damages arising out of such injury; 5. to Bodily Injury or Property Damage arising out of the ownership, maintenance,operation, use,loading or unloading of: a. any watercraft owned or operated by or rented or loaned to any Insured,or b. any other watercraft operated by any person in the course of his/her employment by any Insured. This exclusion does not apply to any watercraft under 26 feet in length provided such watercraft is neither owned by the Named Insured nor being used to carry persons or property for a charge. Irrespective of this coverage,where the Insured is covered or protected by other insurance against any loss or claim which would otherwise have been paid by the Company under this policy there shall be no contribution or participation bythis Company on the basis of excess,contributing,deficiency,concurrent,or double insurance or otherwise; 6. to any claim, action,judgement, liability, settlement, loss,defense, cost or expense in anyway arising out of actual,alleged or threatened pollution,contamination or any environmental impairment resulting from seepage, discharge, dispersal, release or escape of any solid,liquid, gaseous or radioactive matter including, but not limited to,smoke,vapors,soots,fumes, acids, alkalis,chemicals or toxic matter;or waste material PLJ-2037(05198)(Ed.09/11) ©2011,Fireman's Fund Insurance Company,Novato,CA. All rights reserved. Page 4 of 13 (including materials to be recycled, reconditioned or reclaimed); or oil or other petroleum substances or derivatives(including oil refuse or oil mixed with waste),or thermal or vibratory effect including,but not limited to, sound or noise, heat or cold, into or upon land, the atmosphere or any water course or body of water, underground water or water table supplies,whether such results directly,indirectly or in concurrence or in any sequence from the Insured's activities or the activities of others and whether or not such is sudden,gradual, accidental, intended,foreseeable,expected,fortuitous or inevitable and wherever or however such occurs. But this exclusion shall not apply to Bodily Injury or Property Damage caused by heat,smoke or fumes from a Hostile Fire unless such fire involves: a. materials which are or were at any time used for the handling, storage, disposal, processing or treatment of waste;or b. any premises,site or location: I. which is or was at any time used for handling,storage,disposal, processing or treatment of waste; or i.i. on which any Insured or contractors or subcontractors working directly or indirectly on any Insured's behalf are performing operations to test for,monitor,cleanup, remove, contain, treat,detoxify or neutralize,or in any way respond to,or assess the effects of, pollutants; 7. to Bodily Injury or Property Damage 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; 8. to Bodily Injury or Property Damage for which the Insured or the Insured's indemnitee may be liable: a. as a person or organization engaged in the business of manufacturing,distributing,selling or serving alcoholic beverages; or b. 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, including the selling,serving or giving of any alcoholic beverage to a minor; 9. to Property Damage included within: a. the Explosion Hazard, b. the Collapse Hazard, C. the Underground Property Damage Hazard; 10. to any dishonest,fraudulent,criminal or malicious act or omission of any Insured; 11. to any claim made by an employer against an Insured if the insured is a salaried employee of such employer; 12, to acts or omissions by any Insured expected or intended to cause Bodily Injury or Property Damage regardless or whether or not such act or omission was intended to cause the specific Bodily Injury or Properly Damage sustained. This exclusion shall not apply to any intentional act by or at the direction of the Insured which results in Bodily Injury, if such Bodily Injury arises solely from the use of reasonable force for the purpose of protecting persons or property; 13. to liability assumed by any Insured under any contract or agreement except to the extent: a. such Insured would be liable in the absence of such contract or agreement,including liability assumed by any Insured under a contract or agreement with a Health Maintenance Organization, Preferred Provider Organization, Independent Practice Association,or any other similar organization; b. the contract or agreement is an Incidental Contract and COVERAGE B, GENERAL LIABILITY COVERAGE has been purchased; 14. to Bodily Injury or Property Damage arising out of the ownership, maintenance,operation,use, loading or unloading of: a. any Automobile or aircraft owned or operated by or rented or loaned to any Insured,or b. any other Automobile or aircraft operated by any person in the course of his or her employment by any Insured; PLJ-2037(05/98)(Ed.09/11) 0 2011,Fireman's Fund Insurance Company,Novato,CA. All rights reserved. Page 5 of 13 but this exclusion does not apply to the parking of an Automobile on premises owned by,rented to or controlled by the Named Insured or the ways immediately adjoining, if such Automobile is not owned by or rented or loaned to any Insured; 15. to Bodily Injury or Property Damage arising out of: a. the ownership, maintenance, operation, use, loading or unloading of any Mobile Equipment while being used in any prearranged or organized racing, speed or demolition contE�st or in any stunting activity or in practice or preparation for any such contest or activity, or b. the operation or use of any snowmobile or trailer designed for use therewith; 16. to Bodily Injury or Property Damage arising out of and in the course of the tram:portation of Mobile Equipment by an Automobile owned or operated by or rented or loaned to any Insured; 17. to Property Damage to: a. property owned, rented or occupied by,the Named Insured,or b. personal property in the care,custody or control of the Insured; 18. to Property Damage to premises alienated by the Named Insured arising out of such premises or any part thereof; 19. to loss of use of tangible property which has not been physically injured or destroyed resulting from: a. a delay in or lack of performance by or on behalf of the Named Insured or any contract or agreement, or b. the failure of the Named Insured's Products or work performed by or on behalf of the Named Insured to meetwith the level of performance,quality,fitness or durabilitywarrarted or represented by the Named Insured; but this exclusion does not apply to loss of use of other tangible property resulting from the sudden and accidental physical injuryto or destruction of the Named Insured's Product orwork performed by oron behalf of the Named Insured after such products or work have been put to use by any person or organization other than an Insured; 20. to Property Damage to the Named Insured's Products arising out of the use of such products or any part of such products; 21. to claims brought for the withdrawal,inspection, repair, replacement, or loss of use of tF a Named Insured's Products or work completed by or for the Named Insured or any property of which such products orwork 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; 22. to claims brought against any Insured as a proprietor,owner,partner,manager,superir tendent,or officer of any hospital,sanitarium, medical clinic, health maintenance organization, managed care facility,foster care agency, adoption agency or any other facility not specified in the Declarations or any en Jorsement thereto; 23. to claims arising out of the services performed by any Insured as a physician,surgeon,d entist,nurse midwife, chiropractor,podiatrist,osteopath,psychiatrist,cytotechnologist,or perfusionist,except for services performed as an optometric physician, or to claims brought against the Insured arising out of any trade, business, employment,profession or occupation otherthan as specified in the Declarations or any endorsement thereto; 24. to claims based on or arising out of the practice of the Named Insured's business or professional occupation as stated in the Declarations unless the Insured is properly licensed or certified by the laws of the state(s)in which the Insured practices or conducts business or is otherwise qualified to practice ttie Named Insured's business or professional occupation in the absence of such law; 25. to claims based on or arising out of services provided by any Insured, to the extent such services are not authorized or permitted by the laws of the state(s)in which such Insured practices or conducts business; 26. to any claims based on or arising out of any act or omission by an Insured with respect-:o hiring,termination, harassment, compensation, or the tenure,term, condition, benefits or privilege of employment of any such person; PLJ-2037(05198)(Ed.09111) ©2011,Fireman's Fund Insurance Company,Novato,CA. All rights reserved. Page 6 of 13 27. to any claims made or Suits brought against any Insured alleging in whole or part, a. physical assault, abuse, molestation, or habitual neglect, or licentious, immoral, amoral or other behavior that was committed or alleged to have been committed,by the Insured or by any person for whom the Insured is legally responsible, and/or b. sexual assault, abuse, or molestation, or licentious, immoral, amoral or other behavior which was threatened, intended to, lead to or culminated in, any sexual act whether committed intentionally, negligently,inadvertently or with the belief,erroneous or otherwise,that the other party is consenting and has the legal and mental capacity to consent thereto,that was committed,or alleged to have been committed by the Insured or by any person for whom the Insured is legally responsible. This exclusion applies regardless of the legal theory or basis upon which the Insured is alleged to be legally liable or responsible in whole or in part,for any Damages arising out of sexual and/or physical abuse,including but not limited to assertions of improper or negligent hiring, employment or supervision, failure to protect or warn the other party,failure to prevent the sexual abuse and/or physical abuse,failure to prevent assault and battery,failure to discharge the employee. However,notwithstanding the foregoing exclusion,the Insured shall be entitled to a defense as provided under the terms of the policy as to any claim upon which Suit is brought for any such alleged behavior, unless a judgement or final adjudication adverse to any Insured or an admission by any Insured,shall establish that such behavior caused, in whole or part,the injury claimed in such claim or Suit.The Company shall not be required to appeal a judgement or final adjudication adverse to the Insured. This duty to defend will not apply to claims brought alleging conduct specified in exclusion 26,above; 28. to Bodily Injury and Property Damage included within the Products Hazard or Completed Operations Hazard; 29. to Personal Injury or Advertising Injury arising out of: a. the willful violation of a penal statute or ordinance committed by or with the knowledge or consent of the Insured; b. a publication or utterance of a libel or slander,or a publication or utterance in violation of an individual's right of privacy if the first injurious publication or utterance of the same or similar material by or on behalf of the Named Insured was made prior to the effective date of this insurance; C. libel or slander or the publication or utterance of defamatory or disparaging material concerning any person or organization or goods,products or services,or in violation of an individual's right of privacy, made by or at the direction of the Insured with knowledge of falsity thereof; 30. to any claim brought by, or on behalf of, any Insured under this policy against any other Insured under this policy,except if such claim results from services rendered in a patient or client relationship; VII. DEFINITIONS:When used in this policy(including endorsements forming a part hereof): "Advertising Injury"means injury arising out of an offense committed during the Policy Period occurring in the course of the Named Insured's advertising activities,if such injury arises out of libel,slander,defamation,violation or right of privacy, piracy,or infringement of copyright,title or slogan; "Assault"means any willful attempt orthreatto inflict injury upon the person of another,when coupled with an apparent present ability to do so, and any intentional display of force such as would give the victim reason to fear or expect immediate bodily harm; "Automobile"means any land motor vehicle,tractor,trailer or semi-trailer designed for travel on public roads(including any machinery or apparatus attached thereto), but does not include Mobile Equipment; "Bodily Injury" means bodily injury, sickness or disease, mental anguish, psychological injury or emotional distress sustained by any person which occurs during the Policy Period including death at any time resulting therefrom; "Claims Expenses"means: A. fees charged by an attorneys)and/or independent adjustor(s)designated by the Company and all other fees, costs and expenses resulting from the investigation, adjustment, defense and appeal of a claim, Suit or proceedings arising in connection therewith,if incurred by the Company,or by the Insured with written consent of the Company, but does not include salary charges or expenses of regular employees or officials of the Company; PLJ-2037(05/98)(Ed.09/11) C 2011,Fireman's Fund Insurance Company,Novato,CA. All rights reserved. Page 7 of 13 B. all costs taxed against the Insured in such Suits and all interest on the entire amount of€ny judgement therein which accrues after entry of the judgement and before the Company has paid,tendered or deposited,whether in court or otherwise,the part of the judgement which does not exceed the limit of the C:)mpany's liability; C. premiums on appeal bonds and premiums on bonds to release attachments in such Suits, but not for bond amounts in excess of the applicable limit of liability of this policy,but the Company shall have no obligation to apply for or furnish any such bond; "Collapse Hazard"includes"Structural Property Damage" as defined herein and Property Camage to any other property at any time resulting therefrom."Structural Property Damage"means the collapse of or structural injury to any building or structure due to: A. grading of land, excavating, burrowing, filling, back-filling,tunneling, pile driving, cofferdam work or caisson work, or B. moving,shoring,underpinning,razing or demolition of any building or structure or removal or rebuilding of any structural support thereof. The Collapse Hazard does not include Property Damage: A. arising out of operations performed for the Named Insured by independent contractors. or B. included within the Completed Operations Hazard or the Underground Property Damage Hazard,or C. for which liability is assumed by the Insured under an Incidental Contract; "Completed Operations Hazard"includes Bodily Injury and Property Damage arising out of operations or reliance upon a representation or warranty made at any time with respect thereto, but only if the Bodily Injury or Property Damage occurs after such operations have been completed or abandoned and occurs away from premises owned by or rented to the Named Insured."Operations"includes materials,parts or equipment furnished in connection therewith. Operations shall be deemed completed at the earliest of the following times: A. when all operations to be performed by or on behalf of the Named Insured under the contract have been completed,or B. when all operations to be performed by or on behalf of the Named Insured at the site of the operations have been completed,or C. when the portion of the work of which the Bodily Injury or Property Damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as part of the same project. Operations which may require further service, maintenance work, correction, repair or replacement because of any defect or deficiency, but which are otherwise complete,shall be deemed completed. The Completed Operations Hazard does not include Bodily Injury or Property Damage arising out of: A. operations in connection with the transportation of property, unless the Bodily Injury or Property Damage arises out of a condition in or on a vehicle created by the loading or unloading thereof,c r B. the existence of tools,installed equipment or abandoned or unused materials,or C. operations for which the classification stated in the policy or in the Company's manual specifies "including completed operations"; "Damages" means compensatory judgements, settlements or awards but does not include punitive or exemplary Damages,fines or penalties,the return of fees or other consideration paid to the Insured,or the portion of any award or judgement caused by the multiplication of actual Damages under federal or state law. However, if a Suit is brought against the Insured with respect to a claim for alleged acts or omissions falling within the scope of coverage afforded by this insurance seeking both compensatory and punitive or exemplary Damages,then the Comparywill afford a defense to such action,without liability however,for payment of such punitive or exemplary Damages; "Explosion Hazard"includes Property Damage arising out of blasting or explosion.The Explosion Hazard does not include Property Damage: A. arising out of the explosion of air or steam vessels,piping under pressure,prime movers, machinery or power transmitting equipment,or B. arising out of operations performed for the Named Insured by independent contractors,or C. included within the Completed Operations Hazard or the Underground Property Damage Hazard,or D. for which liability is assumed by the Insured under an Incidental Contract; "Hostile Fire" means one which becomes uncontrollable or breaks out from where it was intended to be; PLJ-2037(05/98)(Ed.09111) ©2011,Fireman's Fund Insurance Company,Novato,CA. All rights reserved. Page 8 of 13 "Incident"means any act or omission: A. in the rendering of or failure to render services by the Insured,or by any person for whom the Insured is legally responsible;including but not limited to services as a Good Samaritan or case management or utilization review services,or B. in the performance of services by the Insured as a member of a formal accreditation, ethics, peer review, licensing board,standards review or similar professional board or committee of a professional organization; in the conduct of the business or professional occupation specified in the Declarations. Any such act or omission together with all related acts or omissions shall be considered one Incident and be subjectto the same limit of liability; "Incidental Contract"means any oral or written contract or agreement relating to the operation of the Named Insured's business, except as respects Fire Legal Liability; "Insured"means any person or organization qualifying as an Insured in Section II,PERSONS INSURED.The insurance afforded applies separately to each Insured against whom claim is made or Suit is brought,except with respect to the Company's"each Incident"or"each Occurrence"limit of liability,but this provision does not expand or alterthe coverage under this policy; "Mobile Equipment"means a land vehicle(including any machinery or apparatus attached thereto),whether or notself- propelled: A. not subject to motor vehicle registration,or B. maintained for use exclusively on premises owned by or rented to the Named Insured, including the ways immediately adjoining,or C. designed for use principally off public roads,or D. 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: power cranes, shovels, loaders,diggers and drills; concrete mixers(other than the mix-in-transit type);graders,scrapers, rollers and other road construction or repair equipment;air-compressors,pumps and generators,including spraying,welding and building cleaning equipment;and geophysical exploration and well servicing equipment; "Named Insured" means the organization named in item 1 of the Declarations of this policy. "Named Insured"also shall include any organization which is acquired or formed by the Named Insured and over which the Named Insured maintains ownership or majority interest, other than a joint venture, but this insurance shall not apply if such new organization is also an Insured under any other similar liability or indemnity policy or would be Insured under any such policy but for exhaustion of its limits of liability. Unless written notice is given to the Company, this coverage shall terminate 90 days from the date any such organization is acquired or formed by the Named Insured,or the end of the Policy Period whichever is earlier,and shall only apply to claims brought against the Insured arising out of the business or professional occupation specified in the Declarations; "Named Insured's Products" means goods or products manufactured by the Named Insured or by others trading under the name of the Named Insured,including any container thereof; "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general conditions,which results in Bodily Injury or Property Damage, neither expected nor intended from the standpoint of any Insured or Advertising Injury; "Personal Injury"means injury arising out of an offense committed during the Policy Period,if such injury resultfrom: A. false arrest,detention or imprisonment,or malicious prosecution,or B. the publication or utterance of a libel or slander or of other defamatory or disparaging material,or a publication or utterance in violation of an individual's right of privacy;except publications or utterances in the course of or related to advertising,broadcasting or telecasting activities conducted by or on behalf of the Named Insured,or C. wrongful entry or eviction, or other invasion of the right of private occupancy; Any such act, described in A, B or C above, together with all related acts described in A, B or C above shall be considered one Personal Injury and be subject to the same limit of liability. "Policy Period" means, whenever used in this policy, the period from the inception date of this policy to the policy expiration date as set forth in the Declarations or its earlier termination date,if any; "Products Hazard"includes Bodily Injury and Property Damage arising out of the Named Insured's Products or reliance upon a representation or warranty made at any time with respect thereto, but only if the Bodily Injury or Property Damage occurs away from the premises owned by or rented to the Named Insured and after physical possession of such products has been relinquished to others.Equipment specifically designed,made or altered by the Insured for a patient or client in the performance of the Insured's profession or operation of business,shall not be included in the"Products Hazard"; "Property Damage"means: PLJ-2037(05/98)(Ed.09/11) ©2011,Fireman's Fund Insurance Company,Novato,CA, All rights reserved. Page 9 of 13 A. physical injury to or destruction of tangible property which occurs during the Policy Period,including the loss of use thereof at any time resulting therefrom,or B. loss of use of tangible property which has not been physically injured or destroyed providod such loss of use is caused by an Occurrence during the Policy Period, or C. economic loss,whether or not resulting from physical injury or damage to person or prcperty,except if such loss was caused,or alleged to have been caused,in whole or part,by anti-trust,breach o-contract,price-fixing, restraint of trade or unfair business practices by any Insured; "Suit" includes lawsuit and/or arbitration proceedings to which the Insured is required to submit to or to which the Insured has submitted with the Company's consent; "Underground Property Damage Hazard"includes Underground Property Damage as defines herein and Property Damage to any other property at any time resulting therefrom. "Underground Property Damage"means Property Damage to wires,conduits,pipes,mains,sewers,tanks,tunnels,any similar property,and any apparatus in connection therewith,beneath the surface of the ground or water,caused by and occurring during the use of mechanical equipment for the purpose of grading land, paving, excavating, drilling, burrowing, filling, back-filling or pile driving. The Underground Property Damage Hazard does not include Property Damage: A. arising out of operations performed for the Named Insured by independent contractors, or B. included within the Completed Operations Hazard,or C. of which liability is assumed by the Insured under an Incidental Contract. VIII. CONDITIONS A. LEGAL ACTION AGAINST COMPANY: A person or organization may bring Suit against the Company including, but not limited to, a Suit to recover on an agreed settlement or on a final judgement against an Insured;but the Company will not be liable for Damages that are not payable under the terms of this policy or that are in excess of the applicable limit of insurance.An agreed settlement means a settlement and release of liability signed by the Company,the Insured and the claimant or the claimant's legal representative. However,no action by an Insured shall lie against the Company unless there has been full compliance with all of the terms of this policy. B. ASSIGNMENT: Assignment of interest under this policy shall not bind the Compan,( until its consent is endorsed herein;if,however,the Named Insured shall die,such insurance as afforded by this policy shall apply (1)to the Named Insured's legal representative as the Named Insured,but only while acting within the scope of his/her duties as such, and (2)with respect to the property of the Named Insured, lo the person having proper temporary custody thereof, as Insured, but only until the appointment and qualification of the legal representative. C. ASSISTANCE AND COOPERATION OF INSURED: The Insured shall give written notice to the Company as soon as practicable of any claim made against the Insured or of any specific circumstances involving a particular person likely to result in a claim. The notice shall identify the Insured and contain reasonably obtainable information with respect to the time,place and circumstances of the injury,including the names and addresses of the injured and of available witnesses and the extent of the type of claim anticipated. If a claim is made or Suit is brought against the Insured, the Insured shall immediately forward to the Company every demand, notice, summons or other process received by the Insured or the Insured's representative. The Insured and each of its employees shall cooperate with the Company and,upon the Company's request, assist in making settlements,in the conduct of Suits and enforcing any right of contribution or indemnity against any person or organization who may be liable to the Insured because of injury or Damage with respectto which this insurance is afforded under this policy; and the Insured, and any of its members, partners, officers, directors,stockholders and employees that the Company deems necessary shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The Insured shall not,except at the Insured's own cost,voluntarily make any payments, assume any obligations or it cur any expense. D. BANKRUPTCY OR INSOLVENCY: Bankruptcy or insolvency of the Insured orof the Insured's estate shall not relieve the Company of any of its obligations hereunder. PLJ-2037(05198)(Ed.09/11) ©2011,Fireman's Fund Insurance Company,Novato,CA. All rights reserved. Page 10 of 13 E. CANCELLATION, NONRENEWAL, RENEWAL RATE INCREASE,OR CHANGE IN TERMS: 1. CANCELLATION. This insurance may be canceled on the customary short rate basis by the Named Insured at any time by written notice or by surrender of this insurance to the Company or its authorized representative and the Company shall refund the paid premium less the earned portion thereof within thirty(30)days of the latter of the effective date of cancellation or the date of delivery of the Insured's notice of intent to cancel,subject always to the retention by the Company of any minimum premium stipulated herein(or proportion thereof previously agreed upon). The earned portion of the premium shall be computed on the customary short-rate basis unless any state law or regulation of the state shown in the mailing address of the Named Insured in the Declarations requires that return premium be computed on a pro-rata basis, even in the event of cancellation by the Named Insured. This insurance may also be canceled,with or without the return or tender of the unearned premium,by the Company or by its authorized representative on its behalf,by sending to the Named Insured,by first class registered or certified mail, at the Named Insured's address last known to the Company or its authorized agent, not less than ninety (90) days written notice stating the specific reason for such cancellation and when the cancellation shall be effective. In such case,the Company shall refund the paid premium less the earned potion thereof within ten (10) business days after the effective date of cancellation, subject always to the retention by the Company of any minimum premium stipulated herein(or proportion thereof previously agreed upon)in the event of cancellation either bythe Company or the Named Insured. In case of nonpayment of premium only thirty (30) days written notice of cancellation must be given by the Company. Minimum premium shall not apply to the return of unearned premium if cancellation is by the Company. Cancellation by the Company shall only be effective if based on one or more of the following reasons: a. nonpayment of premium; b. the policy was obtained through material misrepresentation that was relied on by the Company, and such policy would not have been issued by the Company under the same terms and conditions if correct information had been disclosed; C. material failure to comply with policy terms,conditions or contractual duties; d. the risk originally accepted has measurably increased; e. loss by the Company of reinsurance which provided coverage for all or a substantial part of the risk Insured. 2. NONRENEWAL: The Company will renew this policy unless written notice of the Company's intent not to renew, stating the specific reasons for nonrenewal, is mailed to the Named Insured not less than ninety(90) days before the policy expires. "Nonrenewal"shall include the failure of the Company to offer a renewal policy which provides types and limits of coverage substantially equivalent to those contained in the expiring policy. 3. RENEWAL RATE INCREASE OR CHANGE IN POLICY TERMS: If the Company increases the rate, changes the deductible,reduces the limit,or reduces coverage at renewal,the Companywill mail to the Named Insured at least sixty(60)days prior to the effective date of that increase or change: a. written notice of any change in coverage, b. the amount of the rate increase. A rate increase is defined as any increase in premium except increase due to change in exposure and/or rating plans based solely on the Insured's developed experience. Any notice of cancellation,nonrenewal or renewal premium increase or change in policyterms will be mailed by first class registered or certified mail to the Named Insured at the last mailing address known to the Company. Proof of mailing will be sufficient proof of notice. F. CHANGES: The terms of this policy shall not be waived or changed,except by endorsement issued to form a part of this policy. G. DECLARATIONS: By acceptance of this policy, the Named Insured agrees that the statements in the Declarations are the Named Insured's agreements and representations,that this policy is issued in reliance upon the truth of such representations and that this policy embodies all agreements existing between the Named Insured and the Company or any of its agents relating to this insurance. H. OTHER INSURANCE: If there is other valid insurance(whether primary,excess,contingent or self-insurance) which may apply against a loss or claim covered by this policy, the insurance provided hereunder shall be deemed excess insurance over and above the applicable limit of all other insurance or self-insurance. When this insurance is excess,the Company shall have no duty under this policy to defend any claim or Sutt that any other insurer or self-insurer has a duty to defend. If such other insurer or self-insurer refuses to PLJ-2037(05/98)(Ed.09/11) ©2011,Fireman's Fund Insurance Company,Novato,CA. All rights reserved. Page 11 of 13 defend such claim or Suit,the Company shall be entitled to the Insured's rights against gill such other insurers or self-insurers for any Claims Expenses incurred by the Company. When both this insurance and other insurance or self-insurance apply to the loss on the;>ame basis,whether primary,excess or contingent,the Company shall not be liable under this policy for a greater proportion of the loss or defense costs than the applicable limit of liability under this policy for such loss bears to the total applicable limit of liability of all valid and collectible insurance against such loss. Subject to the foregoing,if a loss occurs involving two or more policies,each of which provides that its insurance shall be excess,each will contribute pro rata. I. REIMBURSEMENT: While the Company has no duty to do so, if the Company pays Damages or Claims Expenses: a. within the amount of the applicable deductible; b. in excess of the applicable limit of liability; C. where coverage is later found not to exist; all Insureds shall be jointly and severally liable to the Company for such amounts. Upon written demand,the Insured shall repay such amounts to the Company within thirty(30)days thereof. FailurD to pay any amount indicated may lead to policy cancellation. J. SUBROGATION:To the extent of any payment under this policy,the Company shall be!>ubrogated to all the Insured's rights of recovery therefore against any person,organization or entity 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 after any loss to prejudice such rights. K. PREMIUM: All premiums for this policy shall be computed in accordance with the Company's rules, rates, rating plans, premiums and minimum premiums applicable to the insurance afforded hffein. Premium designated in this policy is a deposit premium only which shall be credited to the amount o#the earned premium due at the end of the Policy Period. At the close of each period(or part thereo-'terminating with the end of the Policy Period) designated in the Declarations as the audit period the earned premium shall be computed for such period,and upon notice thereof to the Named Insured,shall become due and payable. If the total earned premium for the Policy Period is less than the premium previously paid,the Company shall return to the Named Insured the unearned portion paid by the Named Insured. The Named Insured shall maintain records of such information as is necessary for premium computation,and shall send copies of such records to the Company at the end of the Policy Period and at such times during the Policy Period as the Company may direct. L. INSPECTION AND AUDIT: The Company shall be permitted but not obligated to inspectihe Named Insured's property and operations at any time. Neither the Company's rights to make inspections nor the making thereof nor any report thereon shall constitute an undertaking,on behalf of or for the benefit of the Named Insured or others,to determine or warrant that such property or operations are safe or healthful,or are in compliance with any law, rule or regulation. The Company may examine and auditthe Named Insured's books and records at anytime during the Policy Period and extensions thereof and within three years afterthe final termination of this policy as far as they relate to the subject matter of this insurance. IN WITNESS WHEREOF,the Company has caused this policy to be signed by its President and Secretary. �§dt -� Xkt— ' b. ' Secretary President PLJ-2037(05/98)(Ed.09/11) ©2011,Fireman's Fund Insurance Company,Novato,CA. All rights reserved. Page 12 of 13 The following endorsement modifies the provisions of this policy: Nuclear Energy Liability Exclusion and Endorsement—Broad Form It is agreed that: I. The policy does not apply: A. Under any Liability Coverage,to Bodily Injury or Property Damage (1) with respect to which an Insured under the policy is also an Insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association,Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada,or would be an Insured under any such policy but for its termination upon the exhaustion of its limit of liability; or (2) resulting from the Hazardous Properties of Nuclear Material and with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law mandatory thereof,or(b)the Insured is,or had this policy not been issued would be entitled to indemnity from the United States of America or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof,with any person or organization. B. Under any Supplementary Payments or Claims Expenses provision relating to first aid,to expenses incurred with respectto Bodily Injury resulting from the Hazardous Properties of Nuclear Material and arising out of the operation of a Nuclear Facility by any person or organization. C. Under any Liability Coverage,to Bodily Injury or Property Damage resulting from the Hazardous Properties of Nuclear Material, if (1) the Nuclear Material(a)is at any Nuclear Facility owned by,or operated by or on behalf of,any Insured or(b) has been discharged or dispersed therefrom; (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 Bodily Injury or Property Damage 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 possession or Canada, this exclusion(3)applies only to Property Damage to such Nuclear Facility and any property thereof. ll. As used in this endorsement: "Hazardous Properties"include radioactive,toxic or explosive properties; "Nuclear Material"means Source Material,Special Nuclear Material or By-product Material; "Source Material""Special Nuclear Material"and"By-product Material"have the meanings given them in the Atomic Energy Act 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 (a) containing By-product Material other than the tailings or Wastes produced by the extraction or concentration of uranium or thorium from any ore processed primary for its source material content,and (b) resulting from the operation by any person or organization of any Nuclear Facility included under the first two paragraphs of the definition of Nuclear Facility; "Nuclear Facility"means (a) any Nuclear Reactor, b any equipment or device designed or used for(1)separating the isotopes of uranium or plutonium(2)processing or utilizing Spent Fuel,or(3)handling, processing or packaging Waste, (c) any equipment or device used for the processing,fabricating or alloying of Special Nuclear Material if at any time the total amount of such material in the custody of the Insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) any structure, basis,excavation, premises or place prepared or used for the storage of disposal of Waste; and includes the site on which any of the foregoing is located,all operations conducted on such site and all premises used for such operations; "Nuclear Reactor"means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction orto contain a critical mass of fissionable material; "Property Damage"includes all forms of radioactive contamination of property. New York-It is agreed that the provisions of the"Nuclear Energy Liability Exclusion and Endorsement-Broad Form"printed above,do not apply in New York with respect to any Non-Owned Auto Liability Coverage afforded by this policy, PLJ-2037(05/98)(Ed.09111) ©2011,Fireman's Fund Insurance Company,Novato,CA. All rights reserved. Page 13 of 13 PURCHASING GROUP AMENDMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. The following terms are hereby added to the policy and supersede any similar terms which maybe contained therein. In the event this policy contains a condition titled CANCELLATION, that condition shall be deleted in its entirety and replaced by the following: I. CANCELLATION.This insurance may be canceled on the customary short rate basis; by the Named Insured at any time by written notice or by surrender of this insurance to the Company or its authorized representative and the Company shall refund the paid premium less the earned portion thereof within thirty(30) days of the latter of the effective date of cancellation or the(late of delivery of the Named Insured's notice of intent to cancel, subject always to the retention by I he Company of any minimum premium stipulated herein (or proportion thereof previously agreed upon). The earned portion of the premium shall be computed on the customary short rate basis unless any state law or regulation of the state shown in the mailing address of the Named Insured in the Declarations requires that return premium be computed on a pro-rata basis, even in the event of cancellation by the Named Insured. This insurance may also be canceled,with or without the return or tender of the unearned premium, by the Company or by its authorized representative on its behalf, by sending to the Named Insured, by first class registered or certified mail, at the Named Insured's address last known to the Company or its authorized agent, not less than ninety(90) days written notice stating the specific reason for such cancellation and when the cancellation shall be effective. In such case, the Company shall refund the paid premium less the earned portion thereof within ten ,;10) business days after the effective date of cancellation. In case of nonpayment of premium cnly thirty (30) days written notice of cancellation must be given by the Company. Minimum premium shall not apply to the return of unearned premium if cancellation is by the Company. Cancellation by the Company shall only be effective if based on one or more cf the following reasons: a. nonpayment of premium; b. the policy was obtained through material misrepresentation that was relied on by the Company, and such policy would not have been issued by the Company under the same terms and conditions if correct information had been disclosed; C. material failure to comply with policy terms, conditions or contractual duties; d. the risk originally accepted has measurably increased; ll. In the event that this policy's introduction references the Company's reliance upon statements made in an application, that reference is deleted in its entirety. III. In the event this policy contains a DECLARATIONS condition, it is amended to inclide: By acceptance of this policy, the Insured agrees that: a. the statements in the Declarations are accurate and complete, b. those statements are based upon representations made by the Insured to the Company,and C. the Company has issued this policy in reliance upon the Insured's represertations. PLE-2087(04/00) Paga 1 of IV. In the event that this policy contains an exclusion of pollution or of pollutants,that exclusion shall be deleted in its entirety and replaced by the following: This policy shall not apply to any claim, action,judgment, liability, settlement, loss, defense, cost, or expense in any way arising out of actual, alleged, or threatened pollution, contamination, or any environmental impairment resulting from seepage, discharge, dispersal, release or escape of any solid, liquid, gaseous or radioactive matter including but not limited to, smoke, vapors, soots,fumes, acids, alkalis, chemicals, or toxic matter; or waste material (including materials to be recycled, reconditioned, or reclaimed); or oil or other petroleum substances or derivatives (including any oil refuse or oil mixed with waste), or thermal or vibratory effect including, but not limited to, heat or cold into or upon land,the atmosphere, or any water course or body of water, underground water orwater table supplies, whether such results directly, indirectly, or in concurrence or in any sequence from the Insured's activities or the activities of others and whether or not such is sudden, gradual, accidental, intended,foreseeable, expected,fortuitous, or inevitable and wherever or however such occurs. But this exclusion shall not apply to Bodily Injury or Property Damage caused by heat, smoke, or fumes from a "hostile fire" unless such fire involves: a. materials which are orwere at any time used for the handling, storage, disposal, processing or treatment of waste; or b. any premises, site, or location: 1. which is or was at any time used for the handling, storage, disposal, processing or treatment of waste; or 2. on which any Insured or contractors or subcontractors working directly or indirectly on any Insured's behalf are performing operations to test for, monitor, cleanup, remove, contain,treat, detoxify, or neutralize, or in any way respond to,or assess the effects of, pollutants. As used in this endorsement, "hostile fire"means one which becomes uncontrollable or breaks out from where it was intended to be. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. PLE-2087(04100) Page 2 of 2 CONSUMER INFORMATION NOTIFICATION IMPORTANT INFORMATION TO PURCHASING GROUP MEMBERS KEEP THIS NOTICE WITH YOUR INSURANCE PAPERS. PLEASE NOTE PLEASE READ YOUR COVERAGE TERMS CAREFULLY. THE POLICY MAY CONTAIN ONE OR MORE OF THE FOLLOWING EXCLUSIONS: ASBESTOS, DISCRIMINATION, SEXUAL ASSAULT, TRANSMISSION OF DISEASE AS ACCEPTED AND APPROVED BY YOUR RISK PURCHASING GROUP ASSOCIATION, THIS POLICY DOES NOT INSURE PUNITIVE OR EXEMPLARY DAMAGES THAT MAY BE SOUGHT AGAINST YOU. YOUR PREMIUM FOR THIS POLICY IS LOWER AS A RESULT OF THIS EXCLUSION. THIS POLICY DOES NOT PROVIDE A REINSTATEMENT OF THE AGGREGATE LIMIT OF LIABILITY UNDER ANY OPTIONAL EXTENDED REPORTING PERIOD UNLESS SPECIFIC STATE LAW REQUIRES SUCH REINSTATEMENT. WARNING: ANY PERSON WHO KNOWINGLY, AND WITH INTENT TO INJURE, DEFRAUD OR DECEIVE ANY INSURER, MAKES ANY CLAIM FOR THE PROCEEDS OF AN INSURANCE POLICY CONTAINING ANY FALSE, INCOMPLETE OR MISLEADING INFORMATION IS GUILTY OF A FELONY. In the event you need to contact someone about this policy for any reason please contact your agent. If you have additional questions, you may contact the insurance company issuing this policy at the following address and telephone number., CHICAGO INSURANCE COMPANY Professional Liability Department 33 West Monroe Street,Chicago, IL 60603 Phone: (312) 346-6400 If you have been unable to contact or obtain satisfaction from the company or the agent, you may contact your State Insurance Department. Written correspondence is preferable so that a record of your inquiry is maintained. When contacting your agent, company, or the State Insurance Department, have your certificate number available. 4 Fireman's Puna'.. Insurance Company Afflanz di PON-2003(03/10) Page 1 of 3 IN ALASKA: All return premiums will be computed pro-rata. Pursuant to the Alaska Division of Insurance,we must provide to you and comply with the following notice: Your policy contains a provision relating to "Other Insurance". If any other valid insurance is primary, and permits contributions by equal shares,we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limits of insurance or none of the loss remains,which ever comes first. IN ARKANSAS, contact: Arkansas Insurance Department Consumer Services Division Third and Cross Streets Little Rock,Arkansas 72201 Phone: (501) 371-2640 IN INDIANA: Should you have a valid claim and feel you are not being treated fairly; you may contact the Indiana Department of Insurance at the address and phone number below with your complaint and seek assistance from the governmental agency that regulates insurance. Indiana Department of Insurance Consumer Services Division Phone: Consumer Hotline: 1-800-622-4461 311 West Washington Street, Suite 300 In Indianapolis area: 1-317-232-2395 Indianapolis, IN 46204-2787 IN MAINE. This policy will pay such post-judgment interest as provided by Maine law. IN MONTANA: Conformity with Montana statutes. The provisions of this policy conform to the minimum requirements of Montana law and control over any conflicting statutes of any state in which the insured resides on or after the effective date of this policy. IN NORTH CAROLINA: Within 45 days after receipt of a written request from the Named Insured the Company shall mail or deliver loss information on open and closed claims covering a three-year period. In the event of policy cancellation or non-renewal, the Insured may elect to purchase coverage for the extending reporting period. The Insured may choose a limit of liability in the policy aggregate for the extended reporting period which is one hundred percent(100%) of the expiring policy aggregate that was in effect at the inception of the policy. IN TEXAS:COMPLAINT NOTICE: Should any dispute arise about your premium or about a claim that you have filed, contact the agent or write to the company that issued the policy or certificate. If the problem is not resolved, you may also write the Texas Department of Insurance, Consumer Protection Program, P.O. Box 149091, (333 Guadalupe, Austin, TX 78701). Austin, Texas 78714- 9091, Fax # (512) 475-1771. This notice of complaint procedure is for information only and does not become a part or condition of this policy or certificate. Please be advised that the insurance company issuing your policy[nay not be subject to all insurance laws and regulations of the State of Texas. FOR INFORMATION, OR TO MAKE A COMPLAINT, CALL.: 1-800-628-8574 IN SOUTH DAKOTA, contact: South Dakota Division of Insurance Consumer Services 445 E. Capitol Avenue Pierre, South Dakota Phone: 1-605-773-3563 IN VIRGINIA, contact: State of Virginia Bureau of Insurance Consumer Service Division Phone: (In-state toll free): 1-800-552-7945 P.O. Box 1157 (Out-of-state calls): 1-877-310-6560 Richmond,Virginia 23218 PON-2003(03/10) Page 2 of 3 IN WEST VIRGINIA, contact: West Virginia Insurance Commission Consumer Service Division Phone: (In-state toll free): 1-888-879-9842 P.O. Box 50540 (Otherwise): 1-304-558-3386 Charleston, West Virginia 25305-0540 IN WISCONSIN: PROBLEMS WITH YOUR INSURANCE?-If you are having problems with your insurance company or agent,do not hesitate to contact the insurance company or agent to resolve your problem. You can also contact the OFFICE OF THE COMMISSIONER OF INSURANCE, a state agency which enforces Wisconsin's insurance laws, and file a complaint. You can contact t e OFFICE OF THE COMMISSIONER OF INSURANCE by writing to: OFFICE OF THE COMMISSIONER OF INSURANCE Information and Complaints Section P.O. Box 7873 Madison, WI 53707-7873 or you can call 1-800-236-8517 outside of Madison or 1-608-266-0103 in Madison and request a complaint form. PON-2003(03110) Page 3 of 3 COVERAGE PART INDIVIDUAL PRACTICE COVERAGES This policy is amended by the addition of the following: I. SUPPLEMENTAL LIABILITY The Company will pay on behalf of the Insured all sums which the Insured shall become legally obligated to pay as Damages because of Bodily Injury or Property Damage to which this insurance applies caused by an Occurrence, during the Policy Period. The limit of liability stated in the Declarations as applicable to "each Incident" or "each Occurrence" is the limit of the Company's liability for all Damages for each Occurrence covered by the policy. This limit of liability is separate from the limit of liability applicable to COVERAGES A. PROFESSIONAL LIABILITY COVERAGE and B. GENERAL LIABILITY COVERAGE, of the policy. However, all claims arising from the same or related Occurrence shall be considered a single claim for the purpose of this insurance and shall be subject to the same limit of liability. The limit of liability stated in the Declarations as "Aggregate" is, subject to the above provisions involving "each Incident" or "each Occurrence", the total limit of the Company's liability under this policy for all Damages under this coverage. II. MEDICAL PAYMENTS The Company will pay, in addition to the applicable limit of liability, up to $1,500, per person,to or for each person who sustains Bodily Injury caused by an Occurrence during the Policy Period: A. while on the premises owned by or rented to the Insured with the permission of the Insured, or B. while elsewhere if such Bodily Injury, 1. arises out of the premises owned by or rented to the Insured or a condition in the ways immediately adjoining, 2. is caused by the activities of the Insured,or 3. is caused by the activities of, or is sustained by, a residence employee while engaged in the employment of the Insured; the reasonable expense of necessary medical, surgical, ambulance, hospital, professional nursing and funeral services, all incurred within four years from the date of Occurrence. Subject to the foregoing,the total amounts payable under this extension shall not exceed $75,000 for all persons who sustain Bodily Injury. III. DAMAGE TO PROPERTY OF OTHERS The Company will pay, in addition to the applicable limit of liability, up to $500 for all damage to the property of others that is caused by the Insured during the Policy Period. The Company will not pay for damage to the property of others if such damage arises out of: A. any act or omission with regard to any premises, other than your residence premises, which is owned, rented or controlled by an Insured; or B. the Insured's ownership, use, care, or entrustment to others of an Automobile, Mobile Equipment,watercraft or aircraft. Within 60 days from the date of loss, the Insured must submit a swom statement of such loss to the Company. The Insured must also exhibit the damaged property if such property is in the Insured's possession and/or control. POE-2151 (10/98) Page 1 of 2 IV. EXCLUSIONS DELETED Solely as respects the COVERAGES afforded by this COVERAGE PART, exclusionE 3, 4, 5, 14, 15 and 16 do not apply. V. EXCLUSIONS ADDED Solely as respects the COVERAGES afforded by this COVERAGE PART, this insL rance does not apply: A. to claims brought by, or on behalf of any: 1. Insured, 2. regular resident of premises owned by or rented to the Named Insured, or 3. spouse, child, parent or other relative of the Named Insured; B. to claims brought against the Insured arising out of, in whole or part, the conduct of any trade, business, employment, profession or occupation; C. to Bodily Injury and Personal Injury to any employee of the Insured while enraged in the business, other than domestic employment, of the Insured or to any obligation for which the Insured may be held liable under any workers' compensation law or in respect to an Occurrence arising from the use, including loading and unloading, of an automobile, recreational motor vehicle,tractor or trailer owned or operated by or on behalf of the Insured, arising from the use, including loading and unloading, of any aircraft or watercraft of any nature, or caused by any person employed by the Insured while engaged in the maintenance or use of such automobile, tractor, trailer, aircraft or watercraft. A recreational motor vehicle means a golf cart or snowmobile or any other land motor vehicle designed for recreational use off public roads, whether or not subject to motor vehicle registration; but this exclusion does not apply to golf carts while used for golfing purpose. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. POE-2151 (10/98) Page 2 of 2