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2015-508-E Finance - Community Empowerment Fund - 2015-16 Outside Agency Performance Agreement
DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 2015-16 OUTSIDE AGENCY PERFORMANCE AGREEMENT THIS AGREEMENT,made and entered into the first day of July 2015, ("Effective Date")by and between the County of Orange, a political subdivision of the State of North Carolina, 200 South Cameron Street, Hillsborough, North Carolina, 27278, ("County") and Community Empowerment Fund, a not-for-profit corporation, located at 108 W. Rosemary Street, Chapel Hill,NC 27516 ("Provider"). WITNESSETH: WHEREAS, it is in the interests of the County that said program be assisted by the County and thereby enhance its availability to residents of the County, and said program addresses an important community human services need, as identified by the Board of Commissioners; NOW, THEREFORE, in consideration of the above and the mutual covenants and conditions hereafter set forth, the County and Community Empowerment Fund agree as follows: 1. Term of the Agreement. The term of this Agreement shall be a program year beginning July 1, 2015 to June 30, 2016. 2. Scope of Services. a. Provider will provide services, as outlined in the attached Outside Agency Funding Application Scope of Services and any amendments or revision thereto which is attached as Exhibit"A" and incorporated by reference,to the residents of Orange County. The Scope of Services may be different from the original application based on County appropriation; however, any revisions or amendments to this Agreement must be approved in writing by the County and attached to this Agreement. b. The Provider shall be solely responsible for the means, methods, techniques, sequence, safety program and procedures necessary to properly and fully complete the work set forth in the Scope of Services. 3. Funding. a. The County agrees to appropriate for the provision of services described in Exhibit A, Scope of Services and more particularly described in the Program Budget, the maximum sum of S 7,500. b. All funds appropriated shall be used for purposes described in Exhibit A. Any funds not used for the purposes stated shall be returned to the County. Any changes in the use of funds must be authorized in writing by the County prior to any expenditure of the funds by the Provider. If the funds are expended not in accordance with the Scope of Services, at the discretion of the County the Provider may be required to repay the funds to the County. c. The Provider shall be paid in four equal installments in the amount of $1,875. The first payment is contingent upon receipt of the agency's performance agreement; the remaining payments are contingent upon receipt of the request for reimbursement and related supporting documentation. d. The County's obligation to make the quarterly payments is contingent upon receipt of Progress Reports, which show satisfactory progress toward completion of performance measures and an accounting of expenditures as detailed in the attached Scope of Services. (Community Empowerment Fund) Orange County Outside Agency Performance Agreement Page 1 of 7 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 e. Once Provider has satisfied its obligations as provided in (d) payment will be made 21 days after receipt of the Progress Report and Request for Reimbursement or 21 days after due date of Progress Report whichever is later. f. The County is not obligated to provide any other support to Provider in this or in succeeding fiscal years. 4. Agency Reporting. a. Provider will provide Orange County a Progress Report that includes a fiscal report and updates on 2015-16 performance measures as outlined in the Scope of Services. Progress Report dates are: July 1 — December 31; January 1 — March 31 and April 1 - June 30. Reports are due on January 11, April 15, and July 8 of the program fiscal year. b. Provider agrees to allow the County to inspect its financial books and records, which document costs of those services,upon reasonable notice during normal working hours. 5. Termination. a. In the event of any of the circumstances set forth below (hereinafter referred to as "default"), the County may immediately terminate this Agreement, in whole or in part, and from time to time. Notice of termination must be in writing, state the reason or reasons for the termination, and specify the effective date of the termination: i. In the event that Provider shall cease to exist as an organization or shall enter bankruptcy proceedings, be declared insolvent, or liquidate all or substantially all of its assets, or significantly reduce its services or accessibility to Orange County residents during the term of this Agreement; or ii. In the event that Provider shall fail to render a satisfactory accounting as provided section 4 above, the County may terminate this Agreement and Provider shall return all payments already made to it by the County for services which have not been provided or for which no satisfactory accounting has been rendered; or iii. In the event of any fraudulent representation by the Provider in an invoice or other verification required to obtain payment under this Agreement or other dishonesty on a material matter relating to the performance of services under this Agreement. iv. Nonperformance,incomplete service or performance, or failure to satisfactorily perform any part of the work identified in the Scope of Services or to comply with any provision of this Agreement, as determined by the County in its sole discretion. v. Failure to adhere to the terms of applicable county, state or federal laws, regulations, or stated public policy. b. In the event of default by the Provider, the county may elect to terminate this Agreement,in whole or in part and/or require the Provider to repay the funds within ten(10)business days from written notice of default. The County may (but shall not be required to) grant the Provider an opportunity to cure the default without termination of this Agreement. This clause shall not be interpreted to limit the County's remedies in law or in equity. (Community Empowerment Fund) Orange County Outside Agency Performance Agreement Page 2 of 7 Rev. 6115 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 c. Notwithstanding the foregoing, either party may terminate the agreement at any time without penalty; provided that written notice of such termination is furnished to the other party at least 30 days prior to termination. In the event of such termination, any payment due shall be prorated to the date of termination and any unused funds shall be returned to the County within 10 days of termination. d. Any termination of this Agreement for default under this section that is later deemed to be unjustified shall be deemed a termination for convenience. 6. Insurance. a. General Requirements. The Provider shall purchase and maintain, during the period of performance of this Agreement,insurance: i. Worker's Compensation. For protection from claims under workers' or workmen's compensation acts; ii. Comprehensive General Liability Insurance covering claims arising out of or relating to bodily injury,including bodily injury, sickness, disease or death of any of the Consultant's employees or any other person and to real and personal property including loss of use resulting thereof, iii. Comprehensive Automobile Liability Insurance,including hired and non-owned vehicles,if any, covering personal injury or death, and property damage; and iv. 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 Consultant or his agents, consultants and employees. b. Limits of Coverage: Minimum limits of insurance coverage shall be as follows: INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE • Worker's Compensation Limits for Coverage A - Statutory State NC& Coverage B -Employers Liability $500,000 each accident, disease policy limit and disease each employee • Commercial General $1,000,000 Each Occurrence Liability $2,000,000 Aggregate • Automobile Liability $500,000 Combined Single Limit • Professional Liability $1,000,000 Each Occurrence $2,000,000 Aggregate c. All insurance policies (with the exception of Worker's Compensation and Professional Liability)required under this Agreement shall name the County as an additional insured party and as a certificate holder. Evidence of such insurance and all correspondence shall be sent to: Orange County Risk Manager Post Office Box 8181 (Community Empowerment Fund) Orange County Outside Agency Performance Agreement Page 3 of 7 Rev. 6115 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 Hillsborough,NC 27278 d. Nothing in this section is intended to affect or abrogate the County's sovereign immunity defenses. 7. Relationship of the Parties. Provider is an independent contractor of the County. Provider represents that they have or will secure, at his own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees or have any contractual relationship with the County. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized and permitted under federal, state and local law to perform such services. 8. Compliance with all Laws. The Provider, at its sole expense, shall comply with all laws, ordinances, orders and regulations of the federal, state or local governments, as well as their respective departments, commissions, boards, and officers, which are in effect at the time of execution of this Agreement or are adopted at any time following execution of this agreement. 9. Subcontract. The County and Provider deem the services provided under this Agreement to be personal in nature and Provider may not subcontract any rights or duties under this Agreement to any other party without prior written consent from the County. 10. Assignment. The Provider shall not assign this Agreement, including the rights to payment, to any other party without the prior written consent of the County. 11. Indemnification. Provider agrees to defend, indemnify, and hold harmless the County, for all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death or property damage, to any person or persons caused in whole or in part by the negligence or willful misconduct of the Provider, except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this section to require Provider to indemnify the County to the extent permitted under North Carolina law. Nothing in this section is intended to affect or abrogate the County's sovereign immunity defenses. 12. Non-Appropriation. This Agreement is subject to the availability of funds to purchase the specified services and may be terminated at any time if such funds become unavailable. 13. Non-Discrimination. Provider agrees as part of consideration of the granting of funds by Orange County the parties hereto for themselves, their agents, officials, employees and servants agree not to discriminate in any manner of these basis of race, color, gender, national origin, age, handicap, religion, sexual orientation, familial status or veterans status with reference to any activities carried out by the grantee,no matter how remote. The parties hereto further agree in all respects to conform to the provision and intent of Orange County Civil Rights Ordinance, as amended. This provision is enforced by action for specific performance, injunctive relief, or other remedy as by law provided; this provision shall be binding on the grantees, the successors and assigns of the parties hereto with reference to the above subject manner. 14. Living Wage. Orange County is committed to providing its employees with a living wage and encourages agencies if funds to pursue the same goal. The County's living wage is $12.76 per hour. To the extent possible, Orange County recommends that Community Empowerment Fund provide a living wage to its employees. 15. Notice. The Parties hereto agree and understand that written notice, mailed or delivered, to the last known address shall constitute sufficient notice to the County and the Provider. All notices (Community Empowerment Fund) Orange County Outside Agency Performance Agreement Page 4 of 7 Rev. 6115 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 required and/or made pursuant to this Agreement to be given to the County and the Provides shall be in writing and mailed to the party addressed as follows: County: Finance &Administrative Services Provider: Community Empowerment Fund Orange County 108 W. Rosemary Street Post Office Box 8181 Chapel Hill,NC 27516 Hillsborough,NC 27278 16. Entire Agreement. This Agreement,including any referenced attachments, constitutes the entire Agreement between the parties and shall supersede, replace or nullify any and all prior Agreements of understandings; written or oral, relating to the matters set forth herein, and any such prior Agreements or understandings shall have no force or affect whatsoever on this Agreement. The County and Provider have read this Agreement and agree to be bound by all of its terms, and further agree that this Agreement constitutes the complete and exclusive statement of the Agreement between the County and Provider. 17. Severability. All clauses found herein shall act independently of each other. If a clause is found to be illegal or unenforceable,it shall have no effect on the other provisions of this Agreement. It is understood by the parties hereto that if any part, term or provision of this Agreement is by the Courts held to be illegal or in conflict with any laws of the State of North Carolina or the United States, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid. 18. Governing Law. The laws of the State of North Carolina shall govern all aspects of this Agreement. In the event that it is necessary for either party to initiate legal action regarding this Agreement, venue shall lie in Orange County, North Carolina. The parties hereby waive their right to trial by jury in any action,proceeding or claim, arising out of this Agreement,which may be brought by either of the parties. 19. 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,the Orange County and the Provider have signed this Agreement, effective on the last date this Agreement is signed by both parties as indicated by the dates set forth under signatures below. For and on behalf of the Provider ^--DocuSig nedby: lf, 0j Sf 9/14/2015 6362,445B_ Date Maggie west Printed Name For and on behalf of Orange County Government DocuSigned by: jOV�,l�t tf �AaMw�t V S 9/17/2015 B ieff.fflfffi&sley, County Manager Date (Community Empowerment Fund) Orange County Outside Agency Performance Agreement Page 5 of 7 Rev. 6115 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 ATTACHMENT "A" Orange County Certifications—FY 2015-16 Outside Agency Performance Agreement Chief Contact,Administrators, Chief Executive Officer and Chief Financial Officer I certify that I have provided a list of the chief contact, administrators, chief executive officer and chief financial officer for my agency with this Agreement and that I will keep it current to the County of Orange. The list should be in writing with the name, title,residential address;phone and email address and if possible, fax number. Officers and Board of Directors I certify that I have provided a current list of the Officers and Board of Directors with this Agreement and that we will continue to update the list as changes occur. The list should be in writing,with the name, physical address,mailing address and if possible,phone, fax and email address. Budget Submission I certify that I have provided a budget for the period to be covered by funding Orange County, and that any substantive changes made to this budget have been in advance authorized in writing by Orange County. Annual Financial Review I certify that I have provided a copy of the latest annual Financial Review for our agency and the budget adopted by the agency for the fiscal years encompassing this Agreement. If not,please explain on a separate sheet of paper. Alignment with Organization's Mission I certify that the programs and services for which this funding is requested align with the mission of the organization. Intended Purpose I certify that the funds provided to the agency under the terms of this Agreement will be used for a public purpose and shall only be used for the purposes intended and any money not used for those purposes will be promptly returned to Orange County. DocuSigned by: Certified by: t Uitsf Title: Program coordinator Date: 9/14/2015 �—(wevi&l4v Signature) (Community Empowerment Fund) Orange County Outside Agency Performance Agreement Page 7 of 7 Rev. 6115 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 EXtHHrr "A" 1,' a°il:°mmr ol'Servlces - FY 2015-16 OUISkie AgCTW� Perl'ormance Agreenien� Agency Naine: 111)0%,c rill ei it Program Name: Advocate Progrant Funcfing ,�%svard: S"5W500 Oulhine ho'm mfr' agLmwy ma M spend Oran} e f mm 's fiindinp, mmard, -- --------------------------------- "' ....... ............ Amount S,al'ary and .................. ............. ............. . ............ ............. 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[M ,,J NJ(, l .r I r � ' roM r iP11; m” C OR ( gM C l) The AC ORD nelrne artid R l are riled marks of DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 r COMMEMP OP ID: LH DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 08/12/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER Phone: 919-682-4814 NAME: Lee Hammond The Sorgi Insurance Agency Fax:919-682-4906 PHONE 919-682-4814 FAX No: 919-682-4906 16 Consultant Place Suite 102 ,vc No Ext Durham, NC 27707 A DRESS: lee@sorgiinsurance.com E.Sorgi,CIC INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Erie Insurance Exchange 26271 INSURED Community Empowerment Fund INSURER B: 108 W. Rosemary St. Chapel Hill,NC 27516 INSURER C: INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE ( RENTED PREMISES S Ea occurrence) $ CLAIMS-MADE 1:1 OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY PRO- LOC $ JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER Y/N A ANY PROP RIETOR/PARTN ER/EXEC UTIVE Q921100539 08/11/2015 08/11/2016 E.L.EACH ACCIDENT $ 100,000 OFFICER/MEMBER EXCLUDED? � N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 100,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange County ACCORDANCE WITH THE POLICY PROVISIONS. 200 S. Cameron St. Hillsborough, NC 27278 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 S�Z CUNA MUTUAL GROUP CUMIS Insurance Society,Inc. Home Office: Administrative Office: 2000 Heritage Way 5910 Mineral Point Rd Waverly,IA 50677 Madison,WI 53705 KEEP THIS NOTICE WITH YOUR INSURANCE PAPERS QUESTIONS ABOUT YOUR INSURANCE? - If you have questions about this insurance, do not hesitate to contact CUMIS Insurance Society, Inc. or your authorized CUNA Mutual Representative to resolve your questions. CUMIS Insurance Society, Inc. Administrative Office 5910 Mineral Point Road Madison, WI 53705 800-637-2676 CUND 75 02 08 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE The federal Terrorism Risk Insurance Act requires notification of coverage for losses arising out of acts of terrorism. As defined in the Terrorism Risk Insurance Act, the term certified "act of terrorism" means any act that is certified by the Secretary of the Treasury, in concurrence with the Secretary of State, and the Attorney General of the United States, to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of an air carrier or vessel or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. Coverage for certified "acts of terrorism" is included in your policy. The United States Government, Department of the Treasury will pay a share of terrorism losses insured under the federal program. The federal share equals 85% of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a Program Year Uanuary 1 through December 31), the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a Program Year (January 1 through December 31) and we have met our insurer deductible under the Terrorism Risk Insurance Act,we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. The summary of the Terrorism Risk Insurance Act and the coverage under your policy contained in this notice is necessarily general in nature. Your policy contains specific terms, definitions, exclusions and conditions. In case of any conflict,your policy language will control the resolution of all coverage questions. The portion of your annual premium attributable to coverage for acts of terrorism is currently waived. 255 CUN A257 02 08 CUMIS Insurance Society, Inc. Page 1 of 1 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 C U N A MUTUAL GROUP 032-0627-0 293489-002 CUMIS Insurance Society,Inc. Home Office: Administrative Office: 2000 Heritage Way 5910 Mineral Point Rd Waverly,IA 50677 Madison,WI 53705 DECLARATIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY THIS IS A CLAIMS MADE POLICY. DEFENSE COSTS ARE INCLUDED WITHIN THE ANNUAL AGGREGATE LIMIT OF LIABILITY.ANY DEDUCTIBLES SHALL APPLY TO DEFENSE COSTS. READ THIS POLICY CAREFULLY. The effective date of these Declarations begins at 12:01 a.m. on 09/29/2014 for the Coverage, Annual Aggregate Limit(s) Of Liability and Deductible(s) shown below. These Declarations supersede any previous Declarations. Reason for new Declarations: Renewal ITEM 1. INSURED ORGANIZATION Policy=No: 293489-002 Self-Help Credit Union PO Box 3619 Durham NC 27702 3619 ITEM 2. POLICY PERIOD begins 09/29/2014 at 12:01 a.m. and expires 09/29/2015 at 12:01 a.m. ITEM 3. COVERAGE If "no coverage" is shown opposite (A) (B) (C) any coverage below, that coverage is Coverage Coverage Is Part Of Per not provided and is deleted from this Annual Aggregate Policy Annual Aggregate Claim Policy. Limit Of Liability Limit Of Liability Deductible Management Liability $1,000,000 Individual Included No $0 Reimbursement Included No $50,000 Entity= No Coverage N/A N/A Employment Practices Liability= No Coverage N/A N/A Fiduciary Liability No Coverage N/A N/A ITEM 4. POLICY ANNUAL AGGREGATE LIMIT OF LIABILITY N/A SCM 09/30/2014 MPL 000107 13 CUMIS Insurance Society, Inc. Page 1 of 3 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 DECLARATIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY ITEM 5. EXTENDED REPORTING PERIOD Additional Annual Premium: 100% Additional Period: 12 Months ITEM 6. ADDITIONAL INSUREDS (A) (B) (C) Insureds Subject to Annual Are Included Annual Aggregate Aggregate In Sub-Limit Of Sub-Limit Of This Policv Liabili Liabili Management Liability Employees And Leased Employees Yes No N/A Employment Practices Liability Employees And Leased Employees N/A N/A N/A Independent Contractors N/A N/A N/A Fiduciary Liability Employees And Leased Employees N/A N/A N/A ITEM 7. PRIOR OR PENDING LITIGATION Date Management Liability Individual 09/29/2013 Reimbursement 09/29/2013 Entity= N/A Director And Officer Umbrella N/A Employment Practices Liability= N/A Fiduciary Liability N/A Enhanced Defense Reimbursement N/A SCM 09/30/2014 MPL 000107 13 CUMIS Insurance Society, Inc. Page 2 of 3 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 DECLARATIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY ITEM 8. ENHANCED COVERAGES (A) (B) (C) Enhanced Coverage Part of Coverage Per Annual Aggregate Annual Aggregate Claim Limit Of Liabili ty Limit Of Liabili ty Deductible Management Liability Investigative Costs No Coverage N/A N/A Outside Director Liability $1,000,000 Yes $0 Director And Officer Umbrella No Coverage N/A N/A Director And Officer ID Theft— No Coverage N/A N/A $7,500 Limit Per Director or Officer Employment Practices Liability Fair Labor Standards Act No Coverage N/A N/A Enhanced Defense Reimbursement No Coverage N/A N/A Terrorism Risk Insurance Act Coverage Waived Total Annual Premium $3,230.00 The following forms along with these Declarations complete this Management & Professional Liability Policy. Countersignature (Where Required) SCM 09/30/2014 MPL 000107 13 CUMIS Insurance Society, Inc. Page 3 of 3 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 FORMS SCHEDULE POLICY NUMBER: 293489 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: REFER TO DECLARATIONS FOR APPLICABLE PREMISES AND COVERAGES Form and Edition Description MPL 0002 07 13 TERMS, CONDITIONS AND OTHER PROVISIONS MPL MPL 0003 07 13 NC NONRENEWAL,TERMINATION AND CANCELLATION ENDORSEMENT MPL 0020 07 13 NC MANAGEMENT&PROFESSIONAL LIABILITY POLICY STATE ENDORSEMENT MPL 0100 07 13 MANAGEMENT LIABILITY COVERAGE - NON-PROFIT MPL 0102 07 13 CREDIT UNION ADVANTAGE ENDORSEMENT TRIPRA 02 08 CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM TRIPRA DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY CONTENTS COVERAGEEXTENSIONS........................................................................................................................................2 DEFINITIONS.............................................................................................................................................................4 EXCLUSIONS...........................................................................................................................................................16 CONDITIONS............................................................................................................................................................19 MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 1 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY THIS IS A CLAIMS MADE POLICY. DEFENSE COSTS ARE INCLUDED WITHIN THE ANNUAL AGGREGATE LIMIT OF LIABILITY.ANY DEDUCTIBLES SHALL APPLY TO DEFENSE COSTS. READ THIS POLICY CAREFULLY. Some provisions restrict coverage. Do not rely on the titles or captions used in this Policy. Read this entire Policy carefully to determine rights, duties and what is or is not covered. Words and phrases appearing in quotation marks in this Policy are defined in the Definitions section of this Policy. All coverages in this Policy are subject to the Declarations, Terms, Conditions And Other Provisions, except as modified in any coverage or endorsement. Coverages in this Policy are only provided if, and to the extent that, coverage is indicated on the Declarations. COVERAGE EXTENSIONS Estates And Legal Representatives In the event an "insured person" is deceased, incompetent, insolvent or bankrupt, "insured person" shall also include estates,heirs,legal representatives or assigns of an "insured person." Extended Reporting Period If the "insured organization" or the "insurance organization" terminates, cancels or nonrenews this Policy for any reason, other than for nonpayment of premium, the "insured organization," shall have the right, upon payment of the additional premium shown in Item 5. on the Declarations, to extend coverage granted by this Policy for an amount of time shown in Item 5. on the Declarations following the effective date of termination, cancellation or nonrenewal. However, the extended coverage provided shall only apply to "wrongful acts" occurring prior to the effective date of termination, cancellation or nonrenewal. The right to purchase the Extended Reporting Period shall cease unless written notice to elect this extension of coverage along with the additional premium due is received by the "insurance organization" within 30 days following the effective date of termination, cancellation or nonrenewal. Any "claim" first made during the Extended Reporting Period shall be deemed to have been made during the "policy period" immediately preceding the effective date of termination, cancellation or nonrenewal. If the Extended Reporting Period is elected, all premium shall be deemed fully earned at the effective date of termination, cancellation or nonrenewal. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 2 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY COVERAGE EXTENSIONS Spouse And Domestic Partner Liability The "insurance organization" shall pay for "loss" that a present or former spouse or "domestic partner" of an "insured person" is legally obligated to pay as a result of any "claim" first made during the "policy period" against such spouse or"domestic partner" that is: a. Based upon an alleged"wrongful act" by the "insured person" for which coverage is provided to the "insured person" under this Policy; and b. Based solely upon their status as a spouse or"domestic partner." The Spouse And Domestic Partner Liability Coverage Extension does not apply to the extent that the "claim" alleges any "wrongful act" committed or attempted by the "insured person's" spouse or "domestic partner." MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 3 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY DEFINITIONS Application "Application" means all materials submitted for this Policy or for any policy that this is a renewal or replacement. "Application" also includes any financial statements, annual reports,proxies, bylaws or any description of corporate governance and business practices that are made available by the "insured organization" or publicly available through any regulatory body or the "insured organization's" website, prior to the start of the "policy period." All such materials are deemed attached to and incorporated into this Policy. Claim "Claim" means any of the following,for any"wrongful act,"including any appeal therefrom: a. A written demand to any"insured" for monetary damages or legal or equitable non-monetary relief; b. A civil proceeding brought against any "insured" commenced by the service of a complaint or similar pleading; c. A criminal proceeding against any "insured person" commenced by the return of an indictment or information; d. A formal civil administrative or civil regulatory proceeding commenced by the filing of a notice of charges, formal investigative order or similar document, including proceedings before the Equal Employment Opportunity Commission or similar state or federal agency against any"insured"; e. A written request to participate in an arbitration, mediation or other alternative dispute resolution proceeding if an "insured" is obligated to participate in such proceeding or if an "insured" agrees to participate in such proceeding,with the "insurance organization's"written consent; f. A written request to any"insured" to toll or waive a statute of limitations; g. Solely with respect to a "wrongful fiduciary liability act," any fact-finding investigation of any "insured" by the United States Department of Labor or the United States Pension Benefit Guaranty Corporation; or h. Solely with respect to a "wrongful employment practices liability act," a written demand for reinstatement,re-employment or re-engagement. Defense Costs "Defense costs" means reasonable attorneys' fees, experts' fees, arbitrators' fees or mediators' fees and expenses, to which the "insurance organization" has consented and that are incurred after notice is provided in compliance with the Claims Reporting Condition and, as a direct result of defending a "claim,"including any appeals and the premium for any attachment, appeal or other similar bonds. Provided,however, "defense costs" does not include: MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 4 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY DEFINITIONS Defense Costs - continued a. Wage, salary,benefit or overhead expenses of an "insured"; b. Any attorneys' fees, disbursements, costs or expenses incurred in connection with an affirmative claim by or on behalf of an "insured" including counterclaims, cross-claims or third-party claims, except for claims for contribution or indemnity asserted with the "insurance organization's" consent against persons or parties not insured under this Policy; or c. Amounts that are incurred in connection with providing any collateral that may be required for obtaining any appeal bond, or other similar bond or any obligation to provide such collateral. Director Or Officer "Director or officer" means: a. Any natural person who was, is now or becomes in the future a duly elected or appointed officer, director, member of the board of managers, or management committee of the "insured organization"; b. With respect to a "subsidiary" incorporated or chartered outside the United States of America, any natural person who was, is now or becomes in the future in a position that is the functional equivalent of any duly elected or appointed officer or director of that"subsidiary"; c. With respect to any"insured organization" that is a non-profit entity, any natural person who was,is now or becomes in the future a duly elected or appointed officer, director, member of the audit committee, member of the supervisory committee, or trustee; or d. Only with respect to Fiduciary Liability Coverage made part of this Policy, any natural person who was, is now or becomes in the future a duly elected or appointed trustee, officer or director of any "insured plan." Domestic Partner "Domestic partner" means any natural person qualifying as a domestic partner under the provisions of any applicable federal, state or local law or under the provisions of any formal written program established by the "insured organization." Employee "Employee" means any natural person, other than a "director or officer," "leased employee," "volunteer" or "independent contractor," whether their employment status is full-time, part-time, temporary or seasonal,who: a. Has provided, is providing, or seeks to provide in the future labor or service within the scope of the performance of their assigned duties at the direction of the "insured organization" in the conduct of its business; and MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 5 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY DEFINITIONS Employee - continued b. Has been, is being, or seeks to be paid a regular wage or salary by the "insured organization" or by an employment service or sponsor who provides such persons to the "insured organization." Environment "Environment" means any: a. Person; b. Man-made object or feature; c. Animals, crops or vegetation; or d. Land, bodies of water, underground water or water table supplies, air and any other feature of the earth or its atmosphere, whether or not altered, developed or cultivated and whether or not owned, controlled or occupied by an "insured." Independent Contractor "Independent contractor" means any natural person, other than an "employee," "director or officer," "leased employee" or "volunteer" who renders service to the "insured organization" in the course of independent employment pursuant to a contract for specified services;provided that any: a. Coverage afforded under this Policy for such natural person only applies to the extent that the "insured organization" agrees to indemnify such natural person; and b. Such coverage shall be specifically excess of any other indemnity and insurance otherwise available to such natural person or any entity that such natural person is affiliated. Insurance Organization "Insurance organization" means CUMIS Insurance Society,Inc. Insured "Insured" means: a. The "insured organization"; b. "Insured persons"; c. Only with respect to Fiduciary Liability Coverage provided in this Policy, "insured plan"; or d. Other"insured"if listed as an "insured"in an endorsement to this Policy. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 6 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY DEFINITIONS Insured Organization "Insured organization" means any entity shown in Item 1. on the Declarations and its "subsidiaries." Insured Persons "Insured persons" means: a. A "director or officer"; b. "Volunteer"; and c. Only to the extent coverage is granted for the Additional Insureds as shown in Item 6. (A) on the Declarations, "employees," "leased employees" and"independent contractors." Insured Plan "Insured plan" means any: a. Employee benefit plan, as defined by the Employee Retirement Income Security Act of 1974 (ERISA) (29 U.S.C.A. §1 et seq.), as amended that is operated solely by the "insured organization," or jointly by the "insured organization" and a labor organization, starting before the "policy period," for the benefit of the "employees," "directors or officers," "leased employees" or "volunteers" of the "insured organization"; b. Other employee benefit plan, or group insurance program, including a Health Savings Account (HSA) program, not subject to Title I of the Employee Retirement Income Security Act of 1974 (ERISA) (29 U.S.C.A. §1 et seq.), as amended, sponsored solely by the "insured organization" for the benefit of the "employees," "directors or officers," "leased employees" or "volunteers" of the "insured organization," or in the case of a HSA, those offered by the "insured organization,"if such plan existed prior to the "policy period"; c. Other employee benefit plan if listed as an "insured plan"in an endorsement to this Policy; d. Government-mandated benefit program for workers' compensation, unemployment, social security or disability benefits for "employees," "directors or officers," "leased employees" or "volunteers"; or e. 457 (b) or 457 (1) plan. Unless otherwise listed as an "insured plan" in an endorsement to this Policy, "insured plan" does not include a multi-employer plan, as defined by the Employee Retirement Income Security Act of 1974 (ERISA) (29 U.S.C.A. §1 et seq.), as amended or an employee stock ownership plan. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 7 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY DEFINITIONS Interrelated Wrongful Acts "Interrelated wrongful acts" means all "wrongful acts" that have a common fact, circumstance, situation, event, transaction, cause or series of related facts, circumstances, situations, events, transactions or causes. Leased Employee "Leased employee" means any natural person, other than an "employee," "director or officer," "volunteer" or "independent contractor," who is leased to the "insured organization" to perform work and for whom the "insured organization" directs or guides the work performed;provided that any: a. Coverage afforded under this Policy for such "leased employee" only applies to the extent that the "insured organization" agrees to indemnify such "leased employee"; and b. Such coverage shall be specifically excess of any other indemnity and insurance otherwise available to the "leased employee" from or provided by the entity that such "leased employee"is leased. Loss "Loss" means "defense costs" and the following amounts that the "insureds" are legally obligated to pay as the result of a"claim": a. Damages awarded in judgments; b. Amounts paid in settlements entered into with the consent of the "insurance organization"; c. Punitive or exemplary damages, to the extent insurable under applicable law; d. The multiple portion of a damage award; e. Prejudgment interest; f. Post-judgment interest; g. Solely with respect to a "wrongful employment practices liability act," liquidated damage awards pursuant to the Age Discrimination in Employment Act (ADEA) (29 U.S.C. §§621-634) or the Equal Pay Act of 1963 (209 U.S.C. § 206(d)),including any amendments thereto; h. Solely with respect to a"wrongful employment practices liability act," front pay or back pay; or i. Solely with respect to a "wrongful fiduciary liability act," civil money penalties imposed on an "insured" for violation of the privacy provisions of the Health Insurance Portability and Accountability Act (HIPAA) (42 USC) (Pub. L. 104-191). Provided, however, the "insurance organization's" maximum limit of liability for the "policy period" shall be $100,000 and no deductible shall apply for any such civil money penalties. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 8 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY DEFINITIONS Loss - continued "Loss" does not mean or include any of the following: a. Civil or criminal fines, penalties, sanctions, injunctive relief, orders of forfeiture, or restitution and disgorgement, except: 1) To the extent included in paragraphs c., d., or i. above; or 2) For the 5% penalty under Section 502(i) and the 20% penalty under Section 502(1) of the Employee Retirement Income Security Act of 1974 (ERISA) (29 U.S.C.A. §1 et seq.), as amended; or b. Taxes; c. Amounts an "insured"is liable to pay that are uninsurable under applicable law; d. Property or the value of any property that the "insured organization" is required to deliver or return to one having superior rights to the property; e. Amounts an "insured" disburses or credits as a loan, lease or as any other extension of credit, whether voluntarily or as required by law, statute,regulation or court order; f. The amount of any funds that an "insured" returns or refunds to one from whom or that the "insured organization" collected the funds wrongfully or in error, or that a bankruptcy court finds to be a preferential transfer; g. Solely with respect to a "wrongful employment practices liability act," future salary, wages, commissions, payments for any type of insurance or other benefits for a claimant who has been or shall be hired, promoted or reinstated to employment pursuant to a settlement of, order in or other resolution of any"claim"; h. Solely with respect to a "wrongful employment practices liability act," any amounts that constitute severance payments or payments pursuant to a notice period; i. Amounts representing a reduction, modification or forgiveness of amounts owed (including the timing of amounts owed) for a loan,lease or extension of credit, whether voluntarily or required by law, statute,regulatory body,regulation or court order; or j. Amounts allocated to uncovered "loss" specified in any Allocation Condition made part of this Policy. Only for the purpose of determining applicable law regarding whether such liquidated, punitive, exemplary or multiplied damages are insurable under this Policy, the law of the jurisdiction most favorable to the insurability of those damages shall control,provided that such jurisdiction is where: MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 9 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY DEFINITIONS Loss - continued a. Those damages were awarded or imposed; b. Any"wrongful act" occurred for which such damages were awarded or imposed; c. The "insured" resides,is incorporated or has its principal place of business; or d. The "insurance organization"is incorporated or has its principal place of business. Outside Entity "Outside entity" means any: a. Non-profit entity described in 26 U.S.C.A. § 501(c)(3) of the Internal Revenue Code of 1986 (IRC), as amended, and not included in the definition of"insured organization"; or b. Other entity,if specifically granted by endorsement to this Policy, whereby an "insured person" is a board member or other equivalent of the entity at the direction or request of the "insured organization." Personal Information "Personal information" means any information collected by the "insured" in the normal conduct of its business. Policy Period "Policy period" means the period of time shown in Item 2. on the Declarations. Pollutants "Pollutants" means: a. Noise, solid, semisolid,liquid, odor,gaseous or thermal irritants or contaminants; b. Smoke,vapor, soot,fume, acid, alkali, chemical,biological or other causative agents or materials; c. Electromagnetic or ionizing radiation and energy, genetically engineered materials, asbestos, teratogenic, carcinogenic and mutagenic materials and waste. Waste includes any material to be disposed of,recycled, reconditioned or reclaimed; or d. Other irritants, contaminants, or controlled or prohibited substances. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 10 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY DEFINITIONS Pollution Or Contamination "Pollution or contamination" means any conditions that: a. Are unclean,unsafe, damaging,injurious, or unhealthful; and b. Result directly or indirectly from the presence of "pollutants," whether permanent or transient in any"environment." Subsidiary "Subsidiary" means any: a. Entity in which more than 50% of the outstanding voting securities or voting rights representing the present right to vote for election of directors is owned, directly or indirectly,in any combination, by the "insured organization"; b. Non-profit entity in which the right to elect or otherwise appoint more than 50% of such entity's directors or trustees is owned, or controlled, directly or indirectly, in any combination, by the "insured organization"; c. Limited liability company in which the right to elect or otherwise appoint or designate more than 50% of such limited liability company's managers is owned or controlled, directly or indirectly, in any combination,by the "insured organization"; d. Joint venture in which the right to elect or otherwise appoint more than 50% of such entity's directors, trustees or other equivalent executives is owned or controlled, directly or indirectly,in any combination,by the "insured organization"; or e. Other entity if listed as a"subsidiary"in an endorsement to this Policy. Voluntary Compliance Program "Voluntary compliance program" means the Voluntary Compliance Resolution Program (VCR) (Rev. Proc. 92-89) or the Walk-In Closing Agreement Program (Walk-in CAP), both described in the Employee Plans Compliance Resolution System, (EPCRS) (IRS Rev. Proc. 98-22), as amended, or the Tax Sheltered Annuity Voluntary Correction Program (TVC) (Rev. Proc. 95-24). Volunteer "Volunteer" means any natural person, other than an "employee," "director or officer," "leased employee" or"independent contractor,"who was or is: a. Serving on the committees of the "insured organization" at the appointment of the Board of Directors of the "insured organization"; or MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 11 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY DEFINITIONS Volunteer- continued b. Performing services without compensation solely in the conduct of the "insured organization's" business. Wrongful Act "Wrongful act" means: a. "Wrongful management liability act," but only to the extent Management Liability Coverage is granted as shown in Item 3. (A) on the Declarations; b. "Wrongful employment practices liability act" or "wrongful third party act," but only to the extent Employment Practices Liability Coverage is granted as shown in Item 3. (A) on the Declarations; c. "Wrongful fiduciary liability act," but only to the extent Fiduciary Liability Coverage is granted as shown in Item 3. (A) on the Declarations; d. "Wrongful professional liability act," but only to the extent Professional Liability Coverage is granted as shown in Item 3. (A) on the Declarations; e. "Wrongful outside director liability act," but only to the extent Outside Director Liability Coverage is granted as shown in Item 8. (A) on the Declarations; or f. "Wrongful FLSA act," but only to the extent Fair Labor Standards Act Coverage is granted as shown in Item 8. (A) on the Declarations. Wrongful Employment Practices Liability Act "Wrongful employment practices liability act" means any actual or alleged: a. Violation of any state, federal, or provincial law, anywhere in the world, prohibiting discrimination against employees; b. Wrongful dismissal, discharge or termination (including constructive discharge) of employment; c. Sexual or workplace harassment; d. Violation of employment laws; e. Negligent evaluation or training; f. Wrongful discipline; g. Retaliation,unfair discipline or excessive discipline; MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 12 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY DEFINITIONS h. Failure to provide adequate workplace, employment policies or procedures; Wrongful Employment Practices Liability Act - continued i. Failure to promote, train,grant variable pay, or grant tenure; j. Breach of an employment contract,whether actual,implied,written or oral; k. Misrepresentation or misstatement; 1. Negligent supervision or hiring of others; m. Failure to employ; n. Libel, slander, defamation of character, publication of material in violation of a person's right of privacy; o. Infliction of emotional distress,mental anguish or humiliation; p. Negligent retention; or q. Hostile work environment, brought by or on behalf of and related to current,past, future or prospective employment of any natural person by the "insured organization." Wrongful FLSA Act "Wrongful FLSA act" means an actual or alleged violation of the Fair Labor Standards Act (FLSA) (29 U.S.C. §201, et seq.), or any similar state or local laws. Wrongful Fiduciary Liability Act "Wrongful fiduciary liability act" means any actual or alleged: a. Breach of the responsibilities, obligations or duties imposed upon any "insured" in its capacity as a fiduciary of any "insured plan" or by the common or statutory law of the United States of America or any other jurisdiction anywhere in the world; b. Matter claimed against the "insured organization" or any "insured person" solely because of their service as a fiduciary of any"insured plan"; or c. Negligent act, error or omission by an "insured" based on any of the following with respect to an "insured plan": 1) Interpreting or applying; MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 13 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY DEFINITIONS 2) Giving counsel to "employees," "directors or officers," "leased employees" or "independent contractors"; or Wrongful Fiduciary Liability Act - continued 3) Handling of records in effecting enrollment, calculating, terminating or canceling; or d. A negligent act, error or omission by an"insured"in: 1) Interpreting or applying; or 2) Giving counsel to "employees," "directors or officers," "leased employees" or "independent contractors," concerning workers' compensation, unemployment insurance, Old-Age, Survivors And Disability Insurance (OASDI) (42 U.S.C.A. §301, et seq.). Wrongful Management Liability Act "Wrongful management liability act" means any actual or alleged: a. Error, misstatement, misleading statement, act, omission, neglect, or breach of duty actually or allegedly committed or attempted by any"insured"in their capacity as such; or b. Matter claimed against an "insured person" solely by reason of his or her serving in such capacity. Provided, however, "wrongful management liability act" does not include any conduct actually or allegedly committed or attempted by any"insured person" in their capacity as a director, officer, trustee, governor, member of the board of managers, or any equivalent position, or employee of any entity other than the "insured organization," even if service in such capacity is with the knowledge and consent of, at the direction or request of, or part of the duties regularly assigned to the "insured person" by the "insured organization." Wrongful Outside Director Liability Act "Wrongful outside director liability act" means: a. Error, misstatement, misleading statement, act, omission, neglect, or breach of duty actually or allegedly committed or attempted by any "insured" in their capacity as a board member of an "outside entity"; or b. Matter claimed against an "insured person" solely by reason of his or her serving an "outside entity." Wrongful Professional Liability Act "Wrongful professional liability act" shall have the meaning set forth in any endorsement made part of this Policy. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 14 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY DEFINITIONS Wrongful Third Party Act "Wrongful third party act" means the actual or alleged sexual harassment by an "insured" of an individual, who is not an "insured," and who is, was or seeks to be, a customer, borrower or vendor of the "insured organization." MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 15 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY EXCLUSIONS With respect to any coverage provided in this Policy, the "insurance organization" shall not be liable to make any payment: Dishonest Or Willful Acts For "loss" related to any "claim" based upon, arising out of, attributable to, or resulting directly or indirectly from any deliberate dishonest, fraudulent, intentional or willful misconduct or act, or any willful or intentional violation of any law, statute or regulation, by any "insured," but only if a final adjudication establishes that such misconduct, act or violation was committed by the "insured." Insured Versus Insured For "loss" related to any "claim" brought or maintained by or on behalf of any "insured" in any capacity, except a"claim": a. That is a derivative action brought or maintained on behalf of the "insured organization" by one or more persons who are not "insured persons" and who bring and maintain such "claim" without the instigation, solicitation, assistance or active participation of any"insured person"; b. Brought or maintained by any natural person who was a "director or officer," but who has not served as a "director or officer" for at least 4 years preceding the date the "claim" is first made, and who brings and maintains the "claim" without the instigation, solicitation, assistance or active participation of any"director or officer" who is serving as a "director or officer" or was serving as a "director or officer"within such 4-year period; c. Brought or maintained by or on behalf of any "insured person" for any "wrongful employment practices liability act" or"wrongful FLSA act"; d. Brought or maintained by any"insured person" for contribution or indemnity for a"wrongful act"; e. Brought or maintained by or on behalf of any "insured person" for a "wrongful fiduciary liability act"; f. Brought or maintained by or on behalf of any "insured person" solely in his or her capacity as a customer of the "insured organization" for a"wrongful professional liability act," provided that such "claim" is totally without the instigation, solicitation, assistance, involvement or participation of any other"insured person"; g. Brought by a bankruptcy trustee or examiner of the "insured organization," or any assignee of such bankruptcy trustee, examiner, receiver, conservator, rehabilitator, or liquidator or comparable authority of the "insured organization"; or h. Brought by an "employee" pursuant to any federal or state whistleblower protection statute or any rule or regulation promulgated thereunder. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 16 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY EXCLUSIONS Outside Entity For "loss" related to any "claim" based upon, arising out of, attributable to, resulting directly or indirectly from any act, error, omission, neglect or breach of duty by an "insured person" while serving as an employee, director or volunteer of, or in any other capacity for, any entity other than the "insured organization" regardless of whether such service was undertaken, or such act, error, omission, neglect or breach of duty was committed, at the request or direction of the "insured organization" or any other person or entity. Pollution Or Nuclear For "loss" related to any "claim" based upon, arising out of, attributable to, resulting directly or indirectly from actual, threatened or alleged: a. "Pollution or contamination" of any "environment" by "pollutants" or seepage of"pollutants" that are introduced at any time, anywhere,in any way; b. Discharge, dispersal,release or escape of"pollutants"; c. Costs, or other "loss" or damage arising out of"pollution or contamination" or seepage including, but not limited to cleaning up, remedying, testing, monitoring, containing, treating, detoxifying, and neutralizing such "pollution or contamination," seepage, or "pollutants," whether occasioned by governmental direction,request, demand or order, or otherwise; d. Nuclear reaction,radiation or radioactive contamination; or e. Costs, or other "loss" or damages, arising from the investigation or defense of any lawsuit, administrative or criminal proceedings or other action or proceedings related to any of the above. Provided,however, this exclusion shall not apply to: a. Individual Coverage in the Management Liability Coverage for a "wrongful management liability act"; or b. Employment Practices Coverage for a "wrongful employment practices liability act" based upon retaliation against the claimant for an actual or alleged refusal to violate any federal, state or local statutory law or common law, related to paragraphs a.,b., c., or d. above. Prior Coverage For the portion of "loss" related to amounts for which an "insured" is entitled to any coverage under any insurance policy for which this Policy is a direct or indirect renewal or replacement. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 17 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY EXCLUSIONS Privacy And Security For "loss" related to any "claim" based upon, arising out of, attributable to, resulting directly or indirectly from: a. Unauthorized access of"personal information"; or b. Violation of a person's right to privacy. Provided,however, this exclusion shall not apply to any"director or officer." Recovery By Bonding Company For "loss" related to any "claim" based upon, arising out of, attributable to or resulting directly or indirectly from the assertion of subrogation or recovery rights by or on behalf of any fidelity bonding company or fidelity insurer. Remuneration For "loss" related to any "claim" based upon, arising out of, attributable to, resulting directly or indirectly from any "insured" gaining any profit, unjust enrichment, remuneration or advantage that such "insured" was not legally entitled but only if a final adjudication establishes that the "insured" was not legally entitled to such profit, enrichment,remuneration or advantage. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 18 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY CONDITIONS Allocation If as a result of any "claim" the "insureds" who are covered for such "claim" under this Policy incur "loss" jointly with others, including any "insureds" who are not covered for such "claim" under this Policy, or the "insureds" incur an amount consisting of both "loss" covered by this Policy and "loss" not covered by this Policy because the "claim" includes both covered and uncovered matters, such amount shall be allocated between covered "loss" and uncovered "loss" based upon the relative legal and financial exposures of the parties to covered and uncovered matters. If there is an agreement on an allocation of"defense costs," the "insurance organization" shall pay on behalf of the "insureds," the covered portion of "defense costs" that the "insureds" have incurred in connection with such "claim" and that are allocated to covered"loss." If there is no agreement on an allocation of such "defense costs," the "insurance organization" shall advance "defense costs" that the "insurance organization" believes to be covered under this Policy until a different allocation is negotiated, arbitrated or judicially determined. Any advancement of "defense costs" shall be subject to, and conditioned upon receipt by the "insurance organization" of a written agreement by the "insureds" that such advanced amounts shall be repaid to the "insurance organization" by the "insureds," severally for "insured persons" according to their respective interests, and jointly for the "insured organization,"including uncollectible amounts from "insured persons,"if and to the extent that such "defense costs" are not covered under this Policy. Any negotiated, arbitrated or judicially determined allocation of"defense costs" incurred in connection with a "claim" shall be applied retroactively to all "defense costs" incurred in connection with such "claim," notwithstanding any prior advancement to the contrary. Any allocation or advancement of "defense costs" incurred in connection with a "claim" shall not apply to or create any presumption with respect to the allocation of other"loss" as a result of such "claim" or any other"claim." If"loss" arising from a single "claim" is incurred and covered under more than one coverage made part of this Policy, such "loss" shall be allocated to each applicable coverage based upon the relative legal and financial exposures under each applicable coverage. To the extent such an allocation can not reasonably be made, such "loss" shall be covered, subject to all the limitations, exclusions, conditions, provisions and other terms of this Policy,under the applicable coverage in the following order: (1) Employment Practices Liability Coverage, (2) Any Professional Liability Coverage; (3) Entity Coverage in the Management Liability Coverage; (4) Reimbursement Coverage in the Management Liability Coverage; (5) Individual Coverage in the Management Liability Coverage; (6) Fiduciary Liability Coverage; then (7) Any other coverages under this Policy. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 19 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY CONDITIONS Changes In Exposure 1. Acquisition Or Creation Of Another Organization If before or during the "policy period" the "insured organization" acquires an interest in another organization: a. Or creates another organization, that as a result of such acquisition or creation becomes a "subsidiary"; or b. By merger or consolidation, such that the "insured organization"is the surviving entity, then such other organization,including their equivalent"insured persons" and "insured plans," shall become an "insured" under this Policy, but only with respect to "wrongful acts" occurring subsequent to such acquisition, creation,merger or consolidation. If the total assets of any such acquired, created, merged or consolidated "subsidiary" or its total benefit plans exceed 35% of the total assets of the "insured organization" or its "insured plans," respectively (as reflected in each of the most recent annual consolidated financial statements or similar written confirmation of total assets), the "insured organization" shall give written notice of such acquisition, creation, merger or consolidation to the "insurance organization" and, any additional information requested by the "insurance organization," as soon as practicable, but in no event later than 60 days after the date of such acquisition, creation, merger or consolidation. The "insured organization" shall also provide any requested additional premium required by the "insurance organization" within 30 days of request for such additional premium. If the "insured organization" fails to provide written notice to the "insurance organization" of such acquisition, creation, merger or consolidation of or into such organization, or any additional information requested by the "insurance organization" or, fails to pay the required additional premium, then coverage for such organizations shall cease as of the date of such acquisition, creation, merger or consolidation. 2. Acquisition Of Insured Organization By Another Organization If during the "policy period": a. The "insured organization" merges into, consolidates with, or is acquired by another organization so that the "insured organization"is not the surviving entity; or b. Another organization, group of organizations, person or persons acting collectively acquires, directly or indirectly,in any combination: 1) More than 50% of the outstanding voting securities representing the present right to vote for election of directors of the "insured organization"; 2) And only if the "insured organization" is a non-profit entity, the right to elect or otherwise appoint more than 50% of the "insured organization's" directors or trustees; or MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 20 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY CONDITIONS Changes In Exposure - continued 3) And only if the "insured organization" is a limited liability company, the right to elect or otherwise appoint or designate more than 50% of the "insured organization's" managers; or c. The "insured organization" ceases to actively engage in its primary business, then coverage shall continue until the end of the "policy period," but only with respect to "claims" for "wrongful acts" occurring before any transaction or event described in paragraphs a., b., or c. above. The premium shall be deemed fully earned at inception upon completion of any transaction or event described in paragraphs a.,b., or c. above. 3. Cessation Of A Subsidiary If before or during the "policy period" an organization ceases to be a "subsidiary," then coverage with respect to such "subsidiary," including their equivalent "insured persons" and "insured plans," shall continue until the end of the "policy period," but only in connection with "claims" for "wrongful acts" occurring while such organization was a"subsidiary." 4. Change In Insured Organization If the "insured organization" is a non-profit entity and, if during the "policy period" the "insured organization" experiences a change in taxation status, by losing its federal income tax exempt status under 26 U.S.C.A. § 501(c) of the Internal Revenue Code of 1986 (IRC), for any reason, the "insured organization" shall give written notice of such change in taxation status to the "insurance organization" as soon as practicable, but in no event later than 30 days after the date of such change in taxation status. The "insured organization" shall also provide any requested additional premium required by the "insurance organization" within 30 days of request for such additional premium. If the "insured organization" fails to provide written notice to the "insurance organization" of such change in taxation status, or, fails to pay the required additional premium, then coverage shall continue for the "insureds" until the end of the "policy period," but only with respect to "wrongful acts" occurring prior to such change in taxation status. If the "insured organization" is a financial institution and is chartered with any state,local or federal body and, if during the "policy period" the "insured organization" converts or loses its charter for any reason, the "insured organization" shall give written notice of such change in charter to the "insurance organization" as soon as practicable, but in no event later than 30 days after the date of such change in charter. The "insured organization" shall also provide any requested additional premium required by the "insurance organization" within 30 days of request. If the "insured organization" fails to provide written notice to the "insurance organization" of such change in charter, or, fails to pay the required additional premium, then coverage shall continue for the "insureds" until the end of the "policy period," but only with respect to "wrongful acts" occurring prior to such change in charter. Except where further bankruptcy relief may require, the bankruptcy or insolvency of any of the "insureds" shall not relieve the "insurance organization" of any obligation under this Policy. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 21 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY CONDITIONS Claims Reporting For the purposes of this Policy, all "claims,"including any"claims" made during an Extended Reporting Period, arising out of the same "wrongful act" and all "interrelated wrongful acts" of the "insureds" shall be deemed one "claim," and such "claim" shall be deemed to be first made against the "insureds" on the date the earliest of such "claims" is first made against them, regardless of whether such date is before or during the "policy period." As a condition precedent to the right to receive the benefit of any coverage provided by this Policy, the "insureds" must give written notice to the "insurance organization" of any "claim" as soon as practicable, but in no event later than 60 days from the expiration of the "policy period" or, if elected, no later than the expiration of the Extended Reporting Period. Notice of claim will occur upon knowledge of claim possessed by the: a. Chairperson; b. Titled Officer; c. Branch Manager; d. In-house counsel; e. Human Resource Manager, or any equivalent position. As a condition precedent to the right to receive the benefit of any coverage provided by this Policy, the "insureds" must provide the following information as part of the notice of"claim": a. The name of the claimant; b. The names of the "insureds"whose "wrongful acts" are involved in the "claim"; c. The date of the alleged "wrongful acts"; and d. A copy of any written demand, summons, complaint, lawsuit or legal notice comprising or giving notice of the "claim." As a condition precedent to the right to receive the benefit of any coverage provided by this Policy, the "insureds" must provide to the "insurance organization" such other information and cooperation as the "insurance organization" may reasonably request. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 22 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY CONDITIONS Claims Reporting- continued If during the "policy period" or, if elected, the Extended Reporting Period, the "insureds" become aware of circumstances that could give rise to a "claim" for a "wrongful act" taking place before or during the "policy period" and give written notice of such circumstances and other information as reasonably requested by the "insurance organization," then any "claims" subsequently arising from such circumstances shall be considered to have been made during the "policy period" or, if elected, the Extended Reporting Period in which such notice of such circumstances and such other information was first provided to the "insurance organization." As a condition precedent to the right to receive the benefit of any coverage provided by this Policy, the "insureds" must provide the following information as part of the notice of circumstance: a. A description,including the date, of the potential alleged "wrongful act"; b. The nature of the potential"loss"; and c. The names of the potential claimants and "insureds"involved. All notices under any provision of this Policy shall be in writing and given by prepaid express courier, certified mail or fax properly addressed to the appropriate party. Notice to the "insurance organization" of any"claim" or circumstance shall be submitted to: CUMIS Insurance Society,Inc. Attention: Claims Litigation Team PO Box 1084 Madison,WI 53701-1084 - Or- CUMIS Insurance Society,Inc. Attention: Claims Litigation Team Fax: (608) 236-8098 - Or- Email: litigation.team @cunamutual.com Conformity With Laws If any term of this Policy, as written or applied, is found to be invalid under the law of any jurisdiction, then: a. If permitted under such law, that term will be considered amended only to the extent necessary to conform with such law; b. Such invalidity will not affect the validity of that term in any other jurisdiction; and c. Such invalidity will not affect the validity of any other term of this Policy in that or any other jurisdiction. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 23 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY CONDITIONS Deductibles And Limits Of Liability 1. Deductibles The "insurance organization's" liability with respect to "loss" arising from each "claim" shall apply only to that part of"loss" that is excess of the applicable deductible shown in Item 3. (C) or Item 8. (C) on the Declarations. If "loss" arising from a single "claim" is subject to more than one deductible, the applicable deductible shall be applied separately to each part of such "loss," but the largest applicable deductible shall be the maximum deductible applicable to all "loss" arising from such single "claim." If a single deductible applies to multiple "insureds," the deductible shall be pro-rated among such "insureds." 2. Limits Of Liability For all coverages included in this Policy as shown in Item 3. (A) on the Declarations that are made part of the Policy Annual Aggregate Limit Of Liability shown in Item 3. (B) on the Declarations, the Policy Annual Aggregate Limit Of Liability shown in Item 4. on the Declarations is the maximum amount the "insurance organization" shall be liable to pay, for all "loss" resulting from all "claims" first made during the "policy period" or,if elected, the Extended Reporting Period. For each coverage included in this Policy as shown in Item 3. (A) on the Declarations,including any enhanced coverage that are made part of the coverage Annual Aggregate Limit Of Liability shown in Item 8. (B) on the Declarations, the coverage Annual Aggregate Limit Of Liability as shown in Item 3. (A) on the Declarations is the maximum amount the "insurance organization" shall be liable to pay, for all "loss" resulting from all "claims" first made during the "policy period" or,if elected, the Extended Reporting Period, under each applicable coverage. For each enhanced coverage included in this Policy as shown in Item 8. (A) on the Declarations, the Enhanced Coverage Annual Aggregate Limit Of Liability as shown in Item 8. (A) on the Declarations is the maximum amount the "insurance organization" shall be liable to pay, for all "loss" resulting from all "claims" first made during the "policy period" or, if elected, the Extended Reporting Period,under each applicable enhanced coverage. For all selected Management Liability Coverage, including any enhanced coverages that are made part of the coverage Annual Aggregate Limit Of Liability for the Management Liability Coverage shown in Item 8. (B) on the Declarations, and included in this Policy as shown in Item 3. (A) on the Declarations, the maximum amount the "insurance organization" shall be liable to pay is the amount provided in the Management Liability Coverage Annual Aggregate Limit Of Liability as shown in Item 3. (A) on the Declarations, for all "loss" resulting from all "claims" first made during the "policy period" or, if elected, the Extended Reporting Period, under all Management Liability Coverage. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 24 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY CONDITIONS Deductibles And Limits Of Liability - continued For each selected Additional Insured included in this Policy, as shown in Item 6. (A) on the Declarations, that is subject to an Annual Aggregate Sub-Limit Of Liability shown in Item 6. (B) on the Declarations, the Annual Aggregate Sub-Limit Of Liability shown in Item 6. (C) on the Declarations is the maximum amount the "insurance organization" shall be liable to pay, for all "loss" resulting from all "claims" first made during the "policy period" or, if elected, the Extended Reporting Period, for "claims" made against the applicable Additional Insured. Any Annual Aggregate Sub-Limit Of Liability for any Additional Insureds is part of and not in addition to the respective Coverage Annual Aggregate Limit Of Liability as shown in Item 3. (A) on the Declarations and any respective Enhanced Coverage as shown in Item 8. (A) on the Declarations. "Defense costs" shall be part of, and not in addition to any limit of liability shown on the Declarations, and "defense costs" shall reduce and may exhaust such limit of liability. If "loss" arising from a single "claim" is covered under more than one coverage or enhanced coverage made part of this Policy, the applicable limit of liability shall apply separately to each part of such "loss." The "insurance organization's" obligations for all "claims" first made during the "policy period" against the "insureds," under each coverage or enhanced coverage made part of this Policy shall cease once the applicable limit of liability has been exhausted by payment of"loss." Any limit of liability for the Extended Reporting Period, if elected, shall be part of, and not in addition to, the applicable limit of liability for the "policy period" immediately preceding the elected Extended Reporting Period. The purchase of the Extended Reporting Period shall not increase or reinstate any applicable limit of liability for the "policy period" immediately preceding the Extended Reporting Period. All limits of liability made part of this Policy apply separately to each consecutive annual period during the "policy period" and to any remaining period of less than 12 months, starting with the beginning of the "policy period," unless the "policy period" is extended after the first day of the "policy period" for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the applicable limits. Defense And Settlements 1. The "insureds" agree not to settle or offer to settle any "claim," incur any "defense costs" or otherwise assume any contractual obligation, admit any liability, voluntarily make any payment or confess or otherwise agree to any damages or judgments with respect to any"claim" covered by this Policy without the "insurance organization's" written consent, that shall not be unreasonably withheld. The "insurance organization" shall not be liable for any "loss" based upon settlement, "defense costs," assumed obligation, admitted liability, voluntary payment, or confessed or agreed damages or judgment to that it has not consented. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 25 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY CONDITIONS Defense And Settlements - continued 2. The "insurance organization" shall be entitled to full cooperation and all information and particulars it may reasonably request from the "insureds" in order to conduct its investigation or to reach a settlement of the "claim." The "insureds" agree that in the event of a "claim," the "insureds" shall do nothing that may prejudice the "insurance organization" or its potential or actual rights of recovery. 3. The "insurance organization" may, with the consent of the "insured organization," settle any "claim" for any monetary amount that the "insurance organization" deems reasonable. If the "insured organization" withholds consent to such settlement, the "insurance organization" liability for all "loss" arising from such "claim" shall not exceed the total of- a. The amount for which the "insurance organization" could have settled such "claim";plus b. "Defense costs" incurred as of the date such settlement was proposed in writing by the "insurance organization" to the "insured organization";plus c. 70% of the covered "loss," excluding "defense costs," incurred after the date such settlement was proposed in writing by the "insurance organization" to the "insured organization," in excess of the amount for which the "insurance organization" could have settled such"claim";plus d. 70% of"defense costs" incurred after the date such settlement was proposed in writing by the "insurance organization" to the "insured organization";minus e. Any applicable deductible. 4. Any amounts paid by the "insurance organization" under paragraphs a., b. or c. above shall be part of and not in addition to the applicable limits of liability shown on the Declarations. 5. The "insurance organization" and the "insureds" shall not unreasonably withhold any consent referenced in this Defense And Settlements Condition. 6. The "insurance organization" shall have the right to appeal any judgment with respect to any "claim" covered,in whole or in part,by this Policy and the expense of appealing such judgment shall be part of"defense costs." 7. The "insurance organization" shall have the right and duty to select defense counsel and defend any "claim" covered under this Policy. The "insurance organization's" duty to defend "claims" shall apply even if any of the allegations are groundless, false or fraudulent, but shall only obligate the "insurance organization" to pay"defense costs." MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 26 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY CONDITIONS Insured Organization Rights And Obligations The "insured organization" agrees that it shall be considered the sole agent of, and shall act on behalf of, each "insured"with respect to: a. The payment of premiums and the receiving of any return premiums that become due under this Policy: b. The negotiation, agreement to and acceptance of endorsements made part of this Policy; c. The giving or receiving of any notice provided for in this Policy; d. The adjustment of"loss" amounts; and e. The receipt or enforcement of payment of"loss" (and the "insured organization" further agrees that it shall be responsible for application of any such payment as provided in the Policy). Each "insured" agrees that the "insured organization" shall act on its behalf with respects to such matters. Legal Action Against Insurance Organization 1. Legal action against the "insurance organization" under this Policy may not be brought by any person or entity unless: a. There has been full compliance with all the terms of this Policy; and b. The "insureds'" obligation to pay has finally been determined: 1) By final judgment; or 2) In a written agreement executed by the "insureds," the claimant and the "insurance organization." 2. A person or entity does not have the right under this Policy to join the "insurance organization" as a party to any action or proceeding that a"claim" against the "insureds"is being asserted. Modification Of Policy Terms This Policy contains all of the agreements between the "insurance organization" and the "insureds" concerning the coverage provided. The Policy terms can be modified only by written endorsement issued by the "insurance organization" and made a part of this Policy. Non-Assignment MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 27 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY CONDITIONS Neither this Policy nor any rights under this Policy can be assigned without the written consent of the "insurance organization." Other Insurance The coverage provided under this Policy is excess over any other valid and collectible insurance or bond coverage that applies or would have applied in the absence of this Policy, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess insurance over the coverage provided in this Policy. Any payment by an "insured" of a deductible (or retention) under such other insurance shall reduce, if such loss would otherwise be covered "loss" under this Policy, by the amount of such payment, the applicable deductible under the coverage. Presumptive Indemnification As a condition precedent to the right to receive the benefit of any coverage provided by this Policy, the "insured organization" agrees to indemnify all "insured persons" for all "loss" to the fullest extent permitted by law. The "insured organization" shall also take all steps necessary or allowable to provide such indemnification. Priority Of Payments 1. If payment is due and owed under this Policy for "loss" and such "loss" together with any prior payments of "loss," exceeds the applicable limit of liability, the "insurance organization" shall be liable to pay such "loss" subject to the remaining applicable limit of liability in the following priority: a. First, the "insurance organization" shall pay on behalf of any "insured person" for "loss" as a result of a"claim"; and b. Second, only if and to the extent the payment under paragraph a. above does not exhaust the applicable limit of liability, the "insurance organization" shall pay any other "loss" covered by this Policy. 2. The parties agree that any other "insured" including any bankruptcy trustee, debtor-in-possession or any other successor of the "insured organization," shall have no interest in or claim for any payments under this Policy until all "claims" against all "insured persons" have been fully and finally resolved and all payments for such "loss" covered under the Policy have been made. Rights To Recover From Others If the "insureds" have rights to recover all or part of any "loss" for which the "insurance organization" has made payment under this Policy, those rights are transferred to the "insurance organization." The "insureds" must do everything necessary to secure and protect those rights. The "insureds" must not do anything to impair those rights. At the "insurance organization's" request, the "insureds" shall bring suit or transfer those rights to "insurance organization" and cooperate with the "insurance organization" in the enforcement of those rights. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 28 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY CONDITIONS Severability Of Application In providing coverage under this Policy, the "insurance organization" has relied upon the statements and representations included in the "application" and all such statements and representations are material to the acceptance of risk. The "insureds" represent that all such statements and representations are true. This Policy is issued in reliance upon the "application." If any such statements and representations are untrue, this Policy shall not afford any coverage with respect to any of the following"insureds": a. Any"insured person"who knew the facts that were not truthfully disclosed in the "application"; b. Under the Reimbursement Coverage in the Management Liability Coverage, the "insured organization" to the extent that it indemnifies an "insured person" referenced in paragraph a. above; c. The "insured organization," if the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, General Counsel, Risk Manager, Human Resource Manager, or any equivalent position knew the facts that were not truthfully disclosed in the "application"; or d. The "insured plan," under the Fiduciary Liability Coverage, if the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, General Counsel, Risk Manager, Human Resource Manager, or any equivalent position knew the facts that were not truthfully disclosed in the "application," whether such "insured person" knew of any untruthful statements or misrepresentations in the "application." Severability Of Exclusions No fact pertaining to or knowledge possessed by any "insured person" shall be imputed to any other "insured person" for purposes of applying all exclusions made part of this Policy. Only facts pertaining to or knowledge possessed by the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, General Counsel, Risk Manager, Human Resource Manager, or any equivalent position, shall be imputed to the "insured organization" or "insured plan" for purposes of applying any exclusion made part of this Policy. Territory Coverage under this Policy applies in all parts of the world. MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 29 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 TERMS, CONDITIONS AND OTHER PROVISIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY CONDITIONS Valuation And Foreign Currency All premiums, limits, deductibles, "loss" and other amounts under this Policy are expressed and payable in the currency of the United States of America. If judgment is rendered, settlement is denominated or any element of"loss" under this Policy is stated in a currency other than United States dollars, payment under this Policy shall be made in United States dollars at the rate of exchange published in The Wall Street Journal on the date the final judgment is entered, the amount of the settlement is agreed upon or any part of the "loss"is due. Y President Secretary MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 30 of 30 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 NONRENEWAL, TERMINATION AND CANCELLATION ENDORSEMENT MANAGEMENT & PROFESSIONAL LIABILITY POLICY This Endorsement is subject to the Declarations, Terms, Conditions And Other Provisions, except as modified in this Endorsement. ADDITIONAL CONDITIONS Nonrenewal If the "insurance organization" does not renew this Policy, the "insurance organization" shall mail or deliver to the "insured organization," and to the "insured organization's" agent, written notice of nonrenewal stating the effective date, and the reason for nonrenewal. The "insurance organization" shall mail or deliver this notice to the last mailing address known to the "insurance organization" at least 45 days prior to the end of the "policy period." If this notice is mailed, proof of mailing shall be sufficient proof of notice. Termination And Cancellation 1. This Policy terminates in its entirety upon the expiration of the "policy period." 2. The "insured organization" may cancel this Policy during the "policy period" by mailing or delivering written notice of cancellation to the "insurance organization." The unearned premium shall be refunded less than pro rata if this Policy is canceled as provided in this paragraph. The less than pro rata premium refund will equal 90% of the pro rata unearned premium. 3. The "insurance organization" may cancel this Policy during the "policy period" for nonpayment of premium. If the "insurance organization" cancels this Policy, the "insurance organization" shall mail or deliver to the "insured organization," and to the "insured organization's" agent,written notice of cancellation stating the effective date, and the reason for cancellation. The "insurance organization" shall mail or deliver this notice to the last mailing address known to the "insurance organization." If this notice is mailed, proof of mailing shall be sufficient proof of notice. Cancellation is effective 15 days after the "insurance organization" mails or delivers notice of cancellation. Provided, however, cancellation shall not become effective if the "insured organization" pays the premium amount due before the effective date of cancellation. MPL 0003 0713 NC CUMIS Insurance Society, Inc. Page 1 of 1 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 NORTH CAROLINA ENDORSEMENT MANAGEMENT & PROFESSIONAL LIABILITY POLICY This Endorsement is subject to the Declarations, Terms, Conditions And Other Provisions, except as modified in this Endorsement. Claims Information The Claims Information Condition is added to the Terms, Conditions And Other Provisions as follows: Within 45 days after the mailing or delivery of a written request from the "insured organization," the "insurance organization" shall mail or deliver the following loss information covering a 3-year period: a. Aggregate information on total closed "claims," including date and description of "loss," and any paid"loss"; b. Aggregate information on total open "claims," including date and description of"loss," and amount of any payments; and c. Information on notice of any"claim,"including date and description of"loss." Deductibles And Limits Of Liability The Deductibles And Limits Of Liability Condition in the Terms, Conditions And Other Provisions is replaced with the following: 1. Deductibles The "insurance organization's" liability with respect to "loss" arising from each "claim" shall apply only to that part of"loss" that is excess of the applicable deductible shown in Item 3. (C) or Item 8. (C) on the Declarations. If "loss" arising from a single "claim" is subject to more than one deductible, the applicable deductible shall be applied separately to each part of such "loss," but the largest applicable deductible shall be the maximum deductible applicable to all "loss" arising from such single "claim." If a single deductible applies to multiple "insureds," the deductible shall be pro-rated among such "insureds." 2. Limits Of Liability For all coverages included in this Policy as shown in Item 3. (A) on the Declarations that are made part of the Policy Annual Aggregate Limit Of Liability shown in Item 3. (B) on the Declarations, the Policy Annual Aggregate Limit Of Liability shown in Item 4. on the Declarations is the maximum amount the "insurance organization" shall be liable to pay, for all "loss" resulting from all "claims" first made during the "policy period." MPL 0020 07 13 NC CUMIS Insurance Society, Inc. Page 1 of 3 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 NORTH CAROLINA ENDORSEMENT MANAGEMENT & PROFESSIONAL LIABILITY POLICY Deductibles And Limits Of Liability - continued For each coverage included in this Policy as shown in Item 3. (A) on the Declarations, including any enhanced coverage that are made part of the coverage Annual Aggregate limit Of Liability shown in Item 8. (B) on the Declarations, the coverage Annual Aggregate limit Of Liability as shown in Item 3. (A) on the Declarations is the maximum amount the "insurance organization" shall be liable to pay, for all "loss" resulting from all "claims" first made during the "policy period" under each applicable coverage. For each enhanced coverage included in this Policy as shown in Item 8. (A) on the Declarations, the Enhanced Coverage Annual Aggregate Limit Of Liability as shown in Item 8. (A) on the Declarations is the maximum amount the "insurance organization" shall be liable to pay, for all "loss" resulting from all "claims" first made during the "policy period" under each applicable enhanced coverage. For all selected Management Liability Coverage, including any enhanced coverages that are made part of the coverage Annual Aggregate Limit Of Liability for the Management Liability Coverage shown in Item 8. (B) on the Declarations, and included in this Policy as shown in Item 3. (A) on the Declarations, the maximum amount the "insurance organization" shall be liable to pay is the amount provided in the Management Liability Coverage Annual Aggregate Limit Of Liability as shown in Item 3. (A) on the Declarations, for all "loss" resulting from all "claims" first made during the "policy period" under all Management Liability Coverage. For each selected Additional Insured included in this Policy, as shown in Item 6. (A) on the Declarations, that is subject to an Annual Aggregate Sub-Limit Of Liability shown in Item 6. (B) on the Declarations, the Annual Aggregate Sub-Limit Of Liability shown in Item 6. (C) on the Declarations is the maximum amount the "insurance organization" shall be liable to pay, for all "loss" resulting from all "claims" first made during the "policy period," for "claims" made against the applicable Additional Insured. Any Annual Aggregate Sub-Limit Of Liability for any Additional Insureds is part of and not in addition to the respective Coverage Annual Aggregate Limit Of Liability as shown in Item 3. (A) on the Declarations and any respective Enhanced Coverage as shown in Item 8. (A) on the Declarations. "Defense costs" shall be part of, and not in addition to any limit of liability shown on the Declarations, and "defense costs" shall reduce and may exhaust such limit of liability. If "loss" arising from a single "claim" is covered under more than one coverage or enhanced coverage made part of this Policy, the applicable limit of liability shall apply separately to each part of such "loss." The "insurance organization's" obligations for all "claims" first made during the "policy period" against the "insureds," under each coverage or enhanced coverage made part of this Policy shall cease once the applicable limit of liability has been exhausted by payment of"loss." MPL 0020 07 13 NC CUMIS Insurance Society, Inc. Page 2 of 3 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 NORTH CAROLINA ENDORSEMENT MANAGEMENT & PROFESSIONAL LIABILITY POLICY Deductibles And Limits Of Liability - continued All limits of liability made part of this Policy apply separately to each consecutive annual period during the "policy period" and to any remaining period of less than 12 months, starting with the beginning of the "policy period," unless the "policy period" is extended after the first day of the "policy period" for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the applicable limits. Extended Reporting Period The Extended Reporting Period Coverage Extension in the Terms, Conditions And Other Provisions is replaced with the following: 1. If the "insured organization" or the "insurance organization" terminates, cancels or nonrenews this Policy for any reason, other than for nonpayment of premium, the "insured organization," shall have the right, upon payment of the additional premium shown in Item 5. on the Declarations, to extend coverage granted by this Policy for an amount of time shown in Item 5. on the Declarations following the effective date of termination, cancellation or nonrenewal. However, the extended coverage provided shall only apply to "wrongful acts" occurring prior to the effective date of termination, cancellation or nonrenewal. The right to purchase the Extended Reporting Period shall cease unless written notice to elect this extension of coverage along with the additional premium due is received by the "insurance organization" within 30 days following the effective date of termination, cancellation or nonrenewal. Any "claim" first made during the Extended Reporting Period shall be deemed to have been made during the "policy period" immediately preceding the effective date of termination, cancellation or nonrenewal. Provided, however, the limit of liability for the Extended Reporting Period shall equal any applicable limit of liability in effect at the start of the last"policy period." 2. The Extended Reporting Period amount of time shown in Item 5. on the Declarations shall be no less than 12 months following the effective date of termination, cancellation or nonrenewal. 3. If the Extended Reporting Period is elected, all premium shall be deemed fully earned at the effective date of termination, cancellation or nonrenewal. MPL 0020 07 13 NC CUMIS Insurance Society, Inc. Page 3 of 3 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 MANAGEMENT LIABILITY COVERAGE - NON-PROFIT MANAGEMENT & PROFESSIONAL LIABILITY POLICY This Coverage is subject to the Declarations, Terms, Conditions And Other Provisions, except as modified in this Coverage. The Additional Definitions and Additional Exclusions in this Coverage apply only to this Coverage. COVERAGES Individual If Individual Coverage is granted as shown in Item 3. (A) on the Declarations, the "insurance organization" shall pay on behalf of any "insured person," "loss" for which the "insured person" is legally obligated to pay and that the "insured person" is not indemnified by the "insured organization," as a result of any"claim" first made during the "policy period" against the "insured person,"individually or otherwise or, if exercised, during the Extended Reporting Period, for a "wrongful management liability act." The Individual Coverage is non-rescindable. Reimbursement If Reimbursement Coverage is granted as shown in Item 3. (A) on the Declarations, the "insurance organization" shall pay on behalf of any"insured organization," "loss" for which the "insured person"is legally obligated to pay and that the "insured person" is indemnified by the "insured organization," as a result of any "claim" first made during the "policy period" against the "insured person," individually or otherwise or, if exercised, during the Extended Reporting Period, for a "wrongful management liability act." Entity If Entity Coverage is granted as shown in Item 3. (A) on the Declarations, the "insurance organization" shall pay on behalf of any "insured organization," "loss" for which the "insured organization" is legally obligated to pay, as a result of any "claim" first made during the "policy period" against the "insured organization," individually or otherwise or, if exercised, during the Extended Reporting Period, for a "wrongful management liability act." MPL 0100 07 13 CUMIS Insurance Society, Inc. Page 1 of 7 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 MANAGEMENT LIABILITY COVERAGE - NON-PROFIT MANAGEMENT & PROFESSIONAL LIABILITY POLICY COVERAGES Investigative Costs If Investigative Costs Coverage is granted as shown in Item 8. (A) on the Declarations, the "insurance organization" shall pay on behalf of the "insured organization" reasonable costs, charges, fees (including attorneys' fees, consultants' fees, and experts' fees) and expenses (other than regular or overtime wages, salaries or fees of an "insured person") incurred by the "insured organization" including its board of directors, board of managers, or any committee thereof and incurred after written notice is provided to the "insurance organization" and consent is received from the "insurance organization," in connection with the "insured organization's" investigation or evaluation of any written demand first made during the "policy period" against the board of directors or board of managers of such "insured organization," or,if exercised, the Extended Reporting Period. Provided,however,Investigative Costs Coverage shall only apply to a written demand: a. Brought by any natural person made without the instigation, solicitation, assistance or active participation of any"insured person"; and b. That is a civil proceeding in a court of law against any "insured person" for a covered "wrongful management liability act." Director And Officer Umbrella If Director And Officer Umbrella Coverage is granted as shown in Item 8. (A) on the Declarations, the "insurance organization" shall pay on behalf of any "insured person," "loss" for which the "insured person" is legally obligated to pay and that the "insured person" is not indemnified by the "insured organization" as a result of any "claim" first made during the "policy period" against them, individually or otherwise or, if exercised, the Extended Reporting Period, for a "wrongful management liability act" occurring before or during the "policy period." The Director And Officer Umbrella Annual Aggregate Limit Of Liability, shown in Item 8. (A) on the Declarations, shall be in addition to the Annual Aggregate Limit Of Liability for Management Liability Individual Coverage as shown in Item 3. (A) on the Declarations, and no deductible shall apply to this coverage. Director And Officer Umbrella Coverage shall apply only if any other valid and collectable insurance is not available to the "insured person" whether the insurance is provided in this Policy or provided in any other policy. For purposes of Director And Officer Umbrella Coverage, the following are deleted from the Terms, Conditions And Other Provisions: a. Insured Versus Insured Exclusion; and b. Pollution Or Nuclear Exclusion. MPL 0100 07 13 CUMIS Insurance Society, Inc. Page 2 of 7 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 MANAGEMENT LIABILITY COVERAGE - NON-PROFIT MANAGEMENT & PROFESSIONAL LIABILITY POLICY COVERAGES Director And Officer Umbrella - continued For purposes of Director And Officer Umbrella Coverage, the following are deleted from the Management Liability Coverage - Non-Profit: a. Other Wrongful Acts Exclusion; b. Personal Injury,Bodily Injury Or Property Damage Exclusion; c. Professional Services Exclusion; d. Greenmail Exclusion; and e. Intellectual Property Exclusion. The Director And Officer Umbrella Coverage is non-rescindable. For purposes of the Director And Officer Umbrella Coverage, the Presumptive Indemnification Condition in the Terms, Conditions And Other Provisions does not apply. Outside Director Liability If Outside Director Liability Coverage is granted as shown in Item 8. (A) on the Declarations, the "insurance organization" shall pay on behalf of any "insured person," "loss" for which the "insured person" is legally obligated to pay and that the "insured person" is not indemnified by any entity or that no other insurance coverage exists, as a result of any "claim" first made during the "policy period" against the "insured person," individually or otherwise or, if exercised, during the Extended Reporting Period,for a"wrongful outside director liability act." For purposes of Outside Director Liability Coverage, the Outside Entity Exclusion in the Terms, Conditions And Other Provisions is deleted. Director And Officer ID Theft If Director And Officer ID Theft Coverage is granted as shown in Item 8. (A) on the Declarations, the "insurance organization" shall pay up to $7,500 for "identity theft expenses," on behalf of each present "director or officer" who experiences "identity theft,"incurred as the direct result of any"identity theft" first discovered and reported during the "policy period." MPL 0100 07 13 CUMIS Insurance Society, Inc. Page 3 of 7 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 MANAGEMENT LIABILITY COVERAGE - NON-PROFIT MANAGEMENT & PROFESSIONAL LIABILITY POLICY ADDITIONAL DEFINITIONS Identity Theft "Identity theft" means the act of knowingly transferring or using, without lawful authority, a means of identification of any "director or officer" (or spouse or "domestic partner" thereof) with the intent to commit, or to aid or abet another to commit, any unlawful activity that constitutes a violation of federal law or a felony under any applicable state or local law. Identity Theft Expenses "Identity theft expenses" means: a. Costs for notarizing affidavits or similar documents attesting to fraud required by credit agencies, financial institutions or similar credit grantors; b. Costs for certified mail to law enforcement agencies, credit agencies, financial institutions or similar credit grantors; c. Loan application fees for re-applying for a loan or loans when the original application is rejected solely because the lender received incorrect credit information; d. Costs for long distance telephone calls to law enforcement agencies, credit agencies, financial institutions or similar credit grantors, merchants or other credit grantors to report or discuss any covered"identity theft"; e. Lost wages, up to a maximum payment of$750 per week for a maximum period of six weeks, as a result of absence from employment: 1) To communicate with law enforcement agencies, credit agencies, financial institutions or similar credit grantors,merchants or other credit grantors or legal counsel; 2) To complete fraud affidavits or similar documents; or 3) Due to wrongful incarceration arising from someone having committed a crime in the name of a "director or officer," provided the "director or officer" is acquitted or charges are dismissed related to the acts that caused the incarceration; and f. Costs for daycare and eldercare incurred solely as a result of any "identity theft" discovered during the "policy period," incurred after written notice is provided to the "insurance organization" and consent is received from the "insurance organization." MPL 0100 07 13 CUMIS Insurance Society, Inc. Page 4 of 7 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 MANAGEMENT LIABILITY COVERAGE - NON-PROFIT MANAGEMENT & PROFESSIONAL LIABILITY POLICY ADDITIONAL EXCLUSIONS The "insurance organization" shall not be liable to make any payment: Contractual Liability For "loss" related to any "claim" based upon, arising out of, attributable to, resulting directly or indirectly from the actual or alleged liability of an "insured" under any oral, written or implied contract or agreement, regardless of whether such liability is direct or assumed. Provided, however, this exclusion shall not apply to the portion of "loss," including "defense costs," related to liability the "insured" would have in the absence of the contract or agreement. Provided,however, this exclusion shall only apply to Entity Coverage. Fair Labor Standards Acts For "loss" related to any "claim" based upon, arising out of, attributable to, resulting directly or indirectly from the Fair Labor Standards Act (FLSA) (29 U.S.C. §201, et seq.), or any similar state or local laws. Greenmail For the portion of "loss" related to the actual or proposed payment by the "insured organization" of allegedly inadequate consideration in connection with the "insured organization's" purchase of securities issued by any organization or ownership interest in any organization. Provided, however, this exclusion shall not apply to "defense costs." Provided,however, this exclusion shall only apply to Entity Coverage. Intellectual Property For "loss" related to any "claim" based upon, arising out of, attributable to, resulting directly or indirectly from any actual or alleged infringement or violation of any intellectual property rights or laws, including, but not limited to, copyright, title, slogan, patent, service mark, service name, trade dress, trade name, trade secret, or trademark. Provided,however, this exclusion shall only apply to Entity Coverage. Other Wrongful Acts For the portion of "loss" related to a "wrongful fiduciary liability act" or a "wrongful employment practices liability act." MPL 0100 07 13 CUMIS Insurance Society, Inc. Page 5 of 7 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 MANAGEMENT LIABILITY COVERAGE - NON-PROFIT MANAGEMENT & PROFESSIONAL LIABILITY POLICY ADDITIONAL EXCLUSIONS Personal Injury, Bodily Injury Or Property Damage For the portion of"loss" related to: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. Wrongful entry into, or eviction of a person or entity from, a room, dwelling or premises; d. Libel or slander, defamation of character, trade libel or other alleged disparagement of a person's or organization's reputation,goods,products or services; e. Violation of a person's right of privacy; f. Physical harm, sickness, disease, disability, death, mental anguish, emotional distress, mental injury or humiliation of any person; or g. Damage to or destruction of any tangible property or data, including loss of use of the property or data. Prior Or Pending Litigation - Director And Officer Umbrella Coverage For "loss" related to any "claim" based upon, arising out of, attributable to, resulting directly or indirectly from any written demand, suit, litigation, order, formal complaint, formal civil administrative or civil regulatory proceeding, judgment or arbitration proceeding against any "insured" occurring on or prior to the Prior Or Pending Litigation Date shown in Item 7. on the Declarations for Director And Officer Umbrella Coverage, or any "interrelated wrongful act" that is part of or alleged in the aforementioned actions,with respect to Director And Officer Umbrella Coverage. Prior Or Pending Litigation—Entity Coverage For "loss" related to any "claim" based upon, arising out of, attributable to, resulting directly or indirectly from any written demand, suit, litigation, order, formal complaint, formal civil administrative or civil regulatory proceeding, judgment or arbitration proceeding against any "insured" occurring on or prior to the Prior Or Pending Litigation Date shown in Item 7. on the Declarations for Entity Coverage, or any "interrelated wrongful act" that is part of or alleged in the aforementioned actions, with respect to Entity Coverage. Prior Or Pending Litigation—Individual Coverage For "loss" related to any "claim" based upon, arising out of, attributable to, resulting directly or indirectly from any written demand, suit, litigation, order, formal complaint, formal civil administrative or civil regulatory proceeding, judgment or arbitration proceeding against any "insured" occurring on or prior to the Prior Or Pending Litigation Date shown in Item 7. on the Declarations for Individual Coverage, or any "interrelated wrongful act" that is part of or alleged in the aforementioned actions, with respect to Individual Coverage. MPL 0100 07 13 CUMIS Insurance Society, Inc. Page 6 of 7 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 MANAGEMENT LIABILITY COVERAGE - NON-PROFIT MANAGEMENT & PROFESSIONAL LIABILITY POLICY ADDITIONAL EXCLUSIONS Prior Or Pending Litigation—Reimbursement Coverage For "loss" related to any "claim" based upon, arising out of, attributable to, resulting directly or indirectly from any written demand, suit, litigation, order, formal complaint, formal civil administrative or civil regulatory proceeding, judgment or arbitration proceeding against any "insured" occurring on or prior to the Prior Or Pending Litigation Date shown in Item 7. on the Declarations for Reimbursement Coverage, or any "interrelated wrongful act" that is part of or alleged in the aforementioned actions, with respect to Reimbursement Coverage. Professional Services For the portion of"loss" related to any service for a fee and pursuant to a written agreement provided by the "insured organization" or an "outside entity." Provided, however, this exclusion shall not apply to any "claim" against an "insured" to the extent such "claim" is for a "wrongful management liability act" in connection with the management or supervision of any division or "subsidiary" of the "insured organization" offering any of the aforementioned services. Securities For "loss" related to any "claim" based upon, arising out of, attributable to, resulting directly or indirectly from: a. The actual or alleged violation of any federal, state, municipal, agency or common law or any rules or regulations promulgated thereunder relating to securities (including any unit of a capital account) offered or issued by the "insured organization"; or b. Any actual or alleged purchase, sale or distribution of or offer, representation or agreement relating to securities (including any unit of a capital account) offered or issued by the "insured organization." MPL 0100 07 13 CUMIS Insurance Society, Inc. Page 7 of 7 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 293489 CREDIT UNION ADVANTAGE ENDORSEMENT MANAGEMENT & PROFESSIONAL LIABILITY POLICY This Endorsement is subject to the Declarations, Terms, Conditions And Other Provisions and the Management Liability=Coverage, except as modified in this Endorsement. COVERAGE Investigative Costs The Investigative Costs Coverage in the Management Liability=Coverage is replaced with the following: If Investigative Costs Coverage is granted as shown in Item 8. (A) on the Declarations, the "insurance organization" shall pay on behalf of the "insured organization" reasonable costs, charges,fees (including attorneys' fees, consultants' fees, and experts' fees) and expenses (other than regular or overtime wages, salaries or fees of an "insured person") incurred by the "insured organization" including its board of directors, board of managers, or any committee thereof and incurred after written notice is provided to the "insurance organization" and consent is received from the "insurance organization," in connection with: a. The "insured organization's" investigation, evaluation or response relating to a subpoena for the production of documents or records that is issued by the National Credit Union Administration or equivalent state regulator of credit unions first served during the "policy period" on the "insured organization" or a"director or officer," or,if exercised, the Extended Reporting Period; or b. The "insured organization's" investigation or evaluation of any written demand first made during the "policy period" against the board of directors or board of managers of such "insured organization," or,if exercised, the Extended Reporting Period. Provided, however, Investigative Costs Coverage in paragraph b. above shall only apply to a written demand: a. Brought by any natural person made without the instigation, solicitation, assistance or active participation of any"insured person"; and b. That is a civil proceeding in a court of law against any "insured person" for a covered "wrongful management liability act." SCM 09/30/2014 MPL 0102 07 13 CUMIS Insurance Society, Inc. Page 1 of 7 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 CREDIT UNION ADVANTAGE ENDORSEMENT MANAGEMENT & PROFESSIONAL LIABILITY POLICY ADDITIONAL DEFINITIONS The following Definitions are added to the Management Liability Coverage. Borrower "Borrower" means any individual or organization to whom or to which the "insured organization" extends, agrees to extend or refuses to extend, a loan, lease or extension of credit, or any individual or organization guaranteeing such a loan,lease or extension of credit. Customer "Customer" means any natural person or entity with an account at the "insured organization" or any natural person or entity= that has received, is receiving or seeks to receive any service from the "insured organization." IRA/Keogh Act "IRA/Keogh act" means any error, misstatement, misleading statement, act, omission, neglect, or breach of duty actually or allegedly committed or attempted by any "insured," for a "customer" and in the "insured's" capacity as a trustee of any: a. Individual Retirement Account (IRA); b. Keogh Account (HR 10 Plan); c. Deferred compensation plan that meets the requirements of the Internal Revenue Code of 1986 (IRC) (26 U.S.C.A. § 1 et seq.); or d. Other plan under Section (3) of Employee Retirement Income Security= Act of 1974 (ERISA) (29 U.S.C.A. §1 et seq.), provided such trustee activity= is allowed under the limited trust authority= granted by such accounts or plans. Loan Servicing "Loan servicing" means the servicing of a loan,lease or extension of credit including: a. Record keeping; b. Billing; c. Disbursements of principal and interest for a loan; d. Credit reporting or statements of a "borrower's" creditworthiness; or e. Receipt or payment of insurance premiums and taxes. SCM 09/30/2014 MPL 0102 07 13 CUMIS Insurance Society, Inc. Page 2 of 7 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 CREDIT UNION ADVANTAGE ENDORSEMENT MANAGEMENT & PROFESSIONAL LIABILITY POLICY ADDITIONAL DEFINITIONS Member "Member" means any natural person or an entity that has or has had a share account at the "insured organization." Payment Of Deposit Act "Payment of deposit act" means any unintentional error or omission in payment of shares or deposits or in the application of funds received from a"member." Shared Branching Facility "Shared branching facility" means a staffed office location that provides members of any credit union, other than the "insured organization," the ability to interact with an "insured person" to transact business on behalf of the member with their respective credit union, pursuant to a written contract that at a minimum includes share deposit and share withdrawal transactions. Trade Practices Act "Trade practices act" means any unintentional violation of any unfair or deceptive trade practices act, statute or regulation. DEFINITION Wrongful Professional Liability Act The Wrongful Professional Liability= Act Definition in the Terms, Conditions And Other Provisions is replaced with the following: "Wrongful professional liability act" means: a. "Wrongful lending liability act," but only to the extent Lender Liability Coverage is provided in this Policy; b. "Wrongful vicarious lending liability act," but only to the extent Lender Liability Coverage is provided in this Policy; and c. "Wrongful credit union services liability= act," but only to the extent Credit Union Professional Liability Coverage is provided in this Policy. SCM 09/30/2014 MPL 0102 07 13 CUMIS Insurance Society, Inc. Page 3 of 7 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 CREDIT UNION ADVANTAGE ENDORSEMENT MANAGEMENT & PROFESSIONAL LIABILITY POLICY ADDITIONAL EXCLUSIONS If any Management Liability Coverage is granted as shown in Item 3. (A) on the Declarations, the "insurance organization" shall not be liable to make any payment: IRA/Keogh For "loss" related to any "claim" based upon, arising out of, attributable to, resulting directly or indirectly from an"IRA/Keogh act." Provided,however, this exclusion shall only apply to Entity Coverage. Lending Or Leasing Activities For "loss" related to any "claim" based upon, arising out of, attributable to or resulting directly or indirectly=from: a. The rendering or failure to render"loan servicing"; b. The restructure, termination, transfer, collection, repossession or foreclosure of any loan, lease or extension of credit originated by the "insured organization"; c. An agreement, refusal,grant or extension of any loan,lease or extension of credit; d. The violation of any automatic stay= and discharge injunction under the U.S. Bankruptcy= Code (11 U.S.C. §101, et seq.),but only related to paragraphs a.,b., or c. above; e. The violation of the Fair Debt Collection Practices Act (15 U.S.C. Sec. 1692 et seq.) or any similar state statute, but only related to paragraphs a.,b., or c. above; f. The violation of any federal or state unfair or deceptive practices act, statute or regulation relating to an agreement, refusal,grant or extension of any loan,lease or extension of credit, but only related to paragraphs a.,b., or c. above; or g. Federal or state laws or regulations relating to extension or denials of credit, including but not limited to: the Truth in Lending Act [Regulation Z] (15 U.S.C. Sec. 1601); Equal Credit Opportunity= Act [Regulation B] (15 U.S.C. Sec. 1691); Consumer Leasing Act [Regulation M] (15 U.S.C. Sec. 1667); Fair Credit Billing Act (15 U.S.C. §1666); Fair Credit Reporting Act (15 U.S.C. Sec. 1681); Real Estate Settlement Procedures Act [RESPA] (12 U.S.C. Sec. 2601); Federal Trade Commission Holder in Due Course Rule (16 C.F.R. Sec. 433); Electronic Fund Transfer Act [Regulation E] (15 U.S.C. Sec. 1693); Expedited Funds Availability= Act [Regulation CC] (12 U.S.C. Sec. 4001); or the Home Ownership and Equity= Protection Act of 1994 (HOEPA) (15 U.S.C. §1639), each as amended from time to time and each successor or replacement law or regulation, or usury laws or regulations, or unlawful discrimination in the extension or denying of credit, or any similar state, local or common law, or similar laws of a foreign jurisdiction. Provided,however, this exclusion shall only apply to Entity Coverage. SCM 09/30/2014 MPL 0102 07 13 CUMIS Insurance Society, Inc. Page 4 of 7 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 CREDIT UNION ADVANTAGE ENDORSEMENT MANAGEMENT & PROFESSIONAL LIABILITY POLICY ADDITIONAL EXCLUSIONS Lien Holder For "loss" related to any "claim" based upon, arising out of, attributable to or resulting directly or indirectly from the status or activities of the "insured organization" as a lien holder or secured party. Provided,however, this exclusion shall only apply to Entity Coverage. Payment Of Deposit For "loss" related to any "claim" based upon, arising out of, attributable to, resulting directly or indirectly from a"payment of deposit act." Provided,however, this exclusion shall only apply to Entity Coverage. Shared Branching For "loss" related to any "claim" based upon, arising out of, attributable to, resulting directly or indirectly while functioning as a"shared branching facility." Provided,however, this exclusion shall only apply to Entity Coverage. Trade Practices For "loss" related to any "claim" based upon, arising out of, attributable to, resulting directly or indirectly from a"trade practices act." Provided,however, this exclusion shall only apply to Entity Coverage. SCM 09/30/2014 MPL 0102 07 13 CUMIS Insurance Society, Inc. Page 5 of 7 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 CREDIT UNION ADVANTAGE ENDORSEMENT MANAGEMENT & PROFESSIONAL LIABILITY POLICY EXCLUSION Insured Versus Insured The Insured Versus Insured Exclusion in the Terms, Conditions And Other Provisions is replaced with the following: For "loss" related to any "claim" brought or maintained by or on behalf of any "insured" in any capacity, except a"claim": a. That is a derivative action brought or maintained on behalf of the "insured organization" by one or more persons who are not "insured persons" and who bring and maintain such "claim" without the instigation, solicitation, assistance or active participation of any"insured person"; b. Brought or maintained by any natural person who was a "director or officer," but who has not served as a "director or officer" for at least 4 years preceding the date the "claim"is first made, and who brings and maintains the "claim" without the instigation, solicitation, assistance or active participation of any"director or officer" who is serving as a "director or officer" or was serving as a "director or officer"within such 4-year period; c. Brought or maintained by or on behalf of any "insured person" for any "wrongful employment practices liability act" or "wrongful FLSA act"; d. Brought or maintained by any"insured person" for contribution or indemnity for a"wrongful act"; e. Brought or maintained by or on behalf of any "insured person" for a "wrongful fiduciary liability act"; f. Brought or maintained by or on behalf of any "insured person" solely in his or her capacity as a customer of the "insured organization" for a"wrongful professional liability act,"provided that such "claim" is totally without the instigation, solicitation, assistance, involvement or participation of any other"insured person"; g. Brought by a bankruptcy trustee or examiner of the "insured organization," or any assignee of such bankruptcy trustee, examiner, receiver, conservator, rehabilitator, or liquidator or comparable authority of the "insured organization"; or h. Brought by an "employee" pursuant to any federal or state whistleblower protection statute or any rule or regulation promulgated thereunder. Provided, however, this exclusion shall apply to only 50% of"loss" in connection with a "claim" after allocation is applied per the Allocation Condition. SCM 09/30/2014 MPL 0102 07 13 CUMIS Insurance Society, Inc. Page 6 of 7 DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 CREDIT UNION ADVANTAGE ENDORSEMENT MANAGEMENT & PROFESSIONAL LIABILITY POLICY CONDITION Allocation The Allocation Condition in the Terms Conditions And Other Provisions is replaced with the following: If as a result of any "claim" the "insureds" who are covered for such "claim" under this Policy incur "loss" jointly with others, including any "insureds" who are not covered for such "claim" under this Policy, or the "insureds" incur an amount consisting of both "loss" covered by this Policy= and "loss" not covered by this Policy= because the "claim" includes both covered and uncovered matters, such amount shall be allocated between covered"loss" and uncovered"loss" based upon the following: a. 100% of "defense costs" incurred by the "insured" as a result of such "claim" shall be considered covered "loss," except for those related to an actual or alleged violation of the Fair Labor Standards Act (FLSA) (29 U.S.C. §201, et seq.), or any similar state or local laws, for a "claim" seeking pay for overtime or unpaid minimum wages; or b. All "loss" not described in paragraph a. above incurred by the "insured" as a result of such "claim" shall be allocated by the "insurance organization" between covered "loss" and uncovered "loss" based on the relative legal and financial exposures of the parties to covered and uncovered matters. If"loss" arising from a single "claim"is incurred and covered under more than one coverage made part of this Policy, such "loss" shall be allocated to each applicable coverage based upon the relative legal and financial exposures under each applicable coverage. To the extent such an allocation can not reasonably be made, such "loss" shall be covered, subject to all the limitations, exclusions, conditions, provisions and other terms of this Policy, under the applicable coverage in the following order: (1) Employment Practices Liability Coverage; (2) Any Professional Liability Coverage; (3) Entity Coverage in the Management Liability Coverage; (4) Reimbursement Coverage in the Management Liability Coverage; (5) Individual Coverage in the Management Liability Coverage; (6) Fiduciary Liability Coverage; then (7) Any other coverages under this Policy. SCM 09/30/2014 MPL 0102 07 13 CUMIS Insurance Society, Inc. Page 7 of 7 DocuSign Envelope ID:8B67OD51-A7FD-4694-8E94-963553021305 CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM ENDORSEMENT This endorsement is subject to the Declarations, Coverages, Definitions, Exclusions, and Conditions contained in the Policy, except as modified in this endorsement. ADDITIONAL EXCLUSION Cap On Certified Terrorism Losses 1. If aggregate insured losses attributable to "certified acts of terrorism" under the Terrorism Risk Insurance Act exceed $100 billion in a Program Year Uanuary 1 through December 31) and we have met our insurer deductible under the Terrorism Risk Insurance Act, we will not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. 2. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for any loss which would otherwise be excluded under this Policy. ADDITIONAL DEFINITION Certified Act Of Terrorism "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attorney General of the United States, to be an act of terrorism pursuant to the federal Terrorism Risk Insurance Act. The criteria contained in the Terrorism Risk Insurance Act for a"certified act of terrorism"include the following: a. The act resulted in insured losses in excess of$5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and b. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. TRIPRA 02 08 CUMIS Insurance Society, Inc. 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