Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Emergency Training Network - 2025-03-13 (3)
SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND EMERGENCY TRAINING NETWORK FOR CPR TRAINING FOR FIREMED MEMBERS AND CITY EMPLOYEES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter called"City," and Emergency Training Network, hereinafter referred to as "Contractor." "Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of CPR Training. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW, THEREFORE, it is agreed by City and Contractor as follows: 1. Scope of Services Contractor shall provide all services as described in Exhibit"A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "Project." Contractor hereby designates John McGregor, who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 25-15782/367395 1 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit"B." The total sum to be expended under this Agreement, shall not exceed Seventeen Thousand Dollars ($17,000.00) annually during the term of this Agreement] b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. c. Contractor shall be paid pursuant to the terms of Exhibit"B." 4. Term Time is of the essence of this Agreement. The services of Contractor are to commencelitialWor as soon as practicable after the execution of this Agreement by City (the"Commencement Date") and terminate three (3) years from Commencement Date, unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for 2 additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit"A" are generally to be shown in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. 5. Extra Work In the event City requires additional services not included in Exhibit"A" or changes in the scope of services described in Exhibit"A," Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 6. Disposition of Plans,Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, date or programs, maps, memoranda, letters and other documents, shall belong to City, and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit. 25-15782/367395 2 7. Hold Harmless Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs, and consequential damage or liability of any kind or nature,however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 8. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000)per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, 25-15782/367395 3 the aggregate limit must be no less than One Million Dollars ($1,000,000)per occurrence. If coverage is provided under a form which includes a designated general aggregate limit,the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention, or a"deductible" or any other similar form of limitation on the required coverage. 10. Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and a separate "Additional Insured Endorsement"page listing both the policy number and naming the "City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor shall furnish to City.a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: a.' provide the name and policy number of each carrier and policy; b. state that the policy is currently in force; and • c. promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however,ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner,the premiums on the insurance hereinabove required. 25-15782/367395 4 • 12. Independent Contractor Contractor is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 13. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14. Termination This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment,the Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. -In the event of a conflict between the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise,have been made by any party, or anyone acting on behalf of any party,which are not embodied herein. 25-15782/367395 5 16. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign,transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. City Employees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 18. Notices Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent(as designated in Section 1 hereinabove) or to City as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses below. City and Contractor may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested: To City: Contractor: City of Huntington Beach Emergency Training Network Attn: Fire Chief Attn: John McGregor 2000 Main Street 2458 Newport Blvd, #210 Huntington Beach, CA 92648 Costa Mesa, CA 92627 19. Consent When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 25-15782/367395 6 21. Section Headings The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable,void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 23. Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. Immigration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 25. Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309,the City Attorney is the exclusive legal counsel for City; 25-15782/367395 7 and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting,training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City, to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. Discrimination Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion,termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 28. Jurisdiction—Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 29. Professional Licenses Contractor shall,through the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Huntington Beach and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals,waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 25-15782/367395 8 30. Attorney's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 31. Survival Terms and conditions of this Agreement,which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 34. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25-15782/367395 9 35. Effective Date IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, a EMERGENCY TRAINING NETWORK municipal corporation of the State of California By: Mayor Print name ITS: (circle one) Chairman/President/ Vice President City Clerk Lifi3/23 AND By: INITIATED AND APPROVED: Print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary-Treasurer Fire Chief APPROVED AS TO FORM: City Attorney REVIEWED AND APPROVED: City Manager COUNTERPART 25-15782/367395 1 0 35. Effective Date IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, a EMERGENCY TRAINING NETWORK municipal corporation of the State of California By: 24:4,/ < Mayor IA Print name ITS: (circle one) Chairman/President/ Vice President City Clerk AND By: --1 c.) V11 L 6 2 -60(L. INITIATED AND APPROVED: Print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary-Treasurer Fire Chief APPROVED AS TO FORM: City Attorney REVIEWED AND APPROVED: City Manager COUNTERPART 25-15782/367395 10 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Provide CPR Training for FireMed members and City Employees B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: SEE ATTACHED EXHIBIT A C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: 25-15782/367395 11 EXHIBITS A & B Emergency Training Network 2458 Newport Blvd,#210 Costa Mesa,CA 92627 December 4, 2024 To: Jane Cameron, FireMed City of Huntington Beach - Fire Department RE: Proposal: CPR training for FireMed members and City Employees Per your request, please find the following proposal to provide CPR courses for the City of Huntington Beach. Emergency Training Network is grateful for our partnership with the City of Huntington Beach, • dating back to 1998. As an official Training Center (TC) of the American Association, Emergency Training Network is required to follow strict guidelines and policies in order to maintain an Active status. The Bid Proposal is as follows; CPR I AED / Personal-Home Preparedness: ($35.00 per person). Discounted rate. Friends & Family/ HeartSaver/ Healthcare Provider CPR courses. Each course includes adult, child & infant CPR/AED and choking management.An interactive discussion on Situational Awareness (personal safety/active shooter) as well as Emergency Preparedness for the home.Additionally, we provide materials for the class which includes AHA study guides, pocket wallet cards for adults and pediatrics and each student receives a completion card. Student to manikin ratio is 1:1. Each participant is provided an infant manikin and an adult/child manikin to use during the class. Huntington Beach Fire Department Ambulance Operators: special consideration and the opportunity to receive new and recertification in CPR (Healthcare Provider) is also provided twice each month. This results in a significant cost savings for the City, timely completion of the required course and a convenient location for the employees. During past calendar years, we have provided CPR/AED and Situational Awareness training to a few thousand staff employees, management and the City Council. Administrative Services: $3,000 per year. ($250.00 per month) These services include providing an 800 telephone number for FireMed members to call with questions about joining FireMed and registering for a CPR class held in the City. Additionally, as part of the Administrative Services, we offer non-member residents an opportunity to sign up for FireMed. We have been very successful throughout the years in increasing resident membership in the FireMed Program. Cost per Student: $35.00 per person Maximum Annual Cost: $12,600 This has varied over the years but current FireMed guidelines have capped each course attendance at 15 students per course x twice a month x$35.00 (per person)x 12 months. If you have any additional questions, I can be reached at 1-800-400-4CPR (277). Respectfully, John McGregor JM/ EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. SEE ATTACHED EXHIBIT B 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. Each month's bill shall include a total to date. That total shall provide the total fees and costs incurred to date for the project. A copy of memoranda, letters, reports, calculations, and other documentation prepared by CONSULTANT may be required to be submitted to the CITY to demonstrate progress towards completion of tasks. In the event the CITY rejects or has comments, on any such product, CITY shall identify specific requirements for satisfactory completion. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 25-15782/367395 12 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. All extra work or additional services will be in accordance with the extra work or additional services and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 25-15782/367395 13 DATE(MMIDOIYYYY) (Mk] R AC ® 12/3112024 �i CERTIFICATE OF LIABILITY INSURANCE Accti1:2710900 . 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 pollcy(les)must have ADDITIONAL INSURED provisions or 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). PRODUCER CONTACTNAME: Lockton Affinity,LLC Lockton Affinity,LLC PHONE FAX P.O.Box 879610 (AJC,NO Exl)I 000453.5486 (MC,No):913-652.750a Kansas City,MO 64187'0610 E•MAIADDRESS; ., INSURER(S)AFFORDING COVERAGE NAIL H INSURER A:Boazley Insurance Company Inc. 37540 INSURED INSURER B: Emergency Training Network INSURER C: INSURER D I 2458 NEWPORT BLVD INSURER E: COSTA MESA,CA 92627-1316 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. NOTVJIT HSTANDING 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. POLICYy EFF POLICY EXP LT ILT R TYPE OF INSURANCE WTI SIIOR POLICY NUMBER (MMIDDIYYYY) (WOO/MY) LIMITS R INS❑ VND X COMMERCIAL GENERAL LIABILITY X V15BGO24ADO2 07-DEC-2024 07-DEC-2025 EACH OCCURRENCE $N/A DAMAGE TO RENTED $NIA PREMISES(En occurrence) A LIED EXP(Any one person) $2,000 X Claims Made Occur $60,000 aggregate X Professional Liability PERSONAL&ADV INJURY $Included GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGO $Excluded X POLICY PROJEC LOC Each Claim $2,000,000 COMBINED SINGLE LIMIT $ AUTOMOBILE LIABILITY (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED AUTOS SCHEDULED BODILY INJURY(Per accident) $ — ONLY _. AUTOS PROPERTY DAMAGE $ HIRED AUTOS NON-OWNED IPereccidentl ONLY _. AUTOS ONLY $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ — EXCESS LIAO CLAIMS- AGGREGATE $ _ 0 RETENTION$ PER WORKERS COMPENSATION STATUTE ER AND EMPLOYERS'LIABILITY YIN N ANYPROPRIETOR/PARTNERIEXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA E.L.DISEASE-EA EMPLOYEE $ (Mandatory In NH) If yes,describe under E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS below V15BGO24ADO2 07-DEC-2024 07-DEC-2025 ANY ONE FIRE OR WATER $100,000 A Fire Legal Liability DAMAGE(SUBJECT TO „OENRRAI.AGGREGATE) DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101.Additional Remarks Schedule,maybe attached If more space Is nary l(;dt, M g�g TO FORM Master Policy Holder: Nalional Professional Purchasing Group Association,Inc.The Insured fisted above Is a member of the I n t to a urchasin Grab() ss I do,Inc.The Insurance afforded by Iho certificate Issued to the member named above Is subject to all rho terms,exclusions,end conditions of the master policy to which it refers. Limits n y h been reduced by paid claims and expanses.City of Huntington Beach,Its officers,elected or appointed,employees,agents and volunteers are adde es pdditlonel Insured,Occupation I.CP Trainor and Health&Safety Educator .-YY MI _L E.GATES CITY ATTOPINEY CERTIFICATE HOLDER CAN CELLATIOt�+'fYi1�IEjN°rINN-REACH 2710900 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, 2000 Main St AUTHORIZED REPRESENTATIVE Huntington Beach,CA 92648 -• ©1988.2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2710900 92848 • Effective date of this Endorsement: 12127/2024 This Endorsement is attached to and forms a part of Policy Number:V15BG024AD02 Beazley Insurance Company Inc.referred to in this endorsement as either the"Insurer" or the"Underwriters" ADD/DELETE ENDORSEMENT WITHOUT ADDITIONALIRETURN PREMIUM This endorsement modifies insurance provided under the following: HEALTH AND FITNESS PROFESSIONALS LIABILITY CLAIMSPROFESSIONAL LIABILITY AND GENERAL MADE AND REPORTED INSURANCE In consideration of the premium charged for the Policy,it Is hereby understood and agreed that the following endorsement(s)is Added to the Policy: Policy Changes Endorsement El 5382 042022 ed. Master Policy Change Number: 1 PolicyChanges Underwriters Master Policy Number Effective: Beazley Insurance Company,Inc. 12/27/2024 30 Batterson Park Road Farmington,CT 06032 V141tM223AM02 Authorized Representative Named Insured Lockton Affinity,LLC Emergency Training Network 10895 Lowell Ave,Suite 300 Overland Park,KS 66210 Insuring Agreements Affected Applicable to all insuring agreements it CHANGES The following Additional insured is added to the policy: City of Huntington Beach 2000 Main St II; Huntington Beach,CA 92648 it ji City of Huntington Beach,its officers,elected or appointed,employees,agents and volunteers II No Chan.e in Premium lil All other terms and conditions of this Policy remain unchanged. 1 Authorized E00303 02200 Representative Page 1of1 ;I I� 11I POLICY NUMBER:V14KM224AM03 SCHEDULE OF FORMS AND ENDORSEMENTS EDITION FORM .... .,.::;::::: .` :.: :..:: .::..:;,...::.:.:...;::::::....,...::...:.......,..:..,,... INCIINIIIIIIIIIIIIIIIIIIIIIZIIMIIIIIIIIIIIIIIIIIIIIII —.. ... ;.:,:::: :.: ::;.::.:: r:': :; .,:: ;pwARATIONS:: . :.`.: . :.: ....:...... ..... BICM0000900 1106 ,;: Policy Jacket(KS,MA&OK only) BICM00016MI 1106 Policy Jacket(MI only) 1111111111111111111 Foo717 04 21 Master Policy Dec(Not Applicable PA) F00717NY 08 23 New York—Master Policy Dec 111111111111111111111 F00717PA 08 20 Pennsylvania Master Policy Dec lrINIIIIIIIIII F00718 04 21 Health&Fitness Professionals Dec(Not Applicable IL,LA,PA,TX,VT) F00718IL Illinois Health and Fitness Professionals Dec F00718LA Louisiana Health and Fitness ® Professionals Dec F00178MA Massachusetts Health and Fitness IjIIIIIIIIIIII ® Professionals Dec `I F00718NY 03 22 New York Health and Fitness IEIIIIIIIIIIII Professionals Dec 1; F0071.8PA 08 21 Pennsylvania Health and Fitness 11111.1111111111111 Professionals Dec ii i. F00718TX 03 22 Texas Health and Fitness Professionals !! 1 Dec it F00718VT 09 21 Vermont Health and Fitness it Professionals Dec il A007200K 1011 Dec Page Addendum(Oklahoma) 0111111111111111111111111.1 ii ii A01694PA 0818 Pennsylvania Addendum to Declarations M Schedule of Forms and Endorsements ii FORM-SCHED 0197 . ................ ....:: . ......... . .... .;.. :: :::;.:..r ::•:::::::::..::.:.::::: i. .... .... 0 ESSIgNAL AND GENERAL LIABILITY.COVERAGE'FORMS. ..... .. I , TOC 03 22 Notice&Table of Contents—Health and M Fitness Professionals(MT Only) '{ F00719 07 21 Health&Fitness Professionals Policy M �i Form(Not applicable KS,TX) M F00719KS 06 22 Health&Fitness Professionals Policy Form(Applies In KS) F00719NY 02 24 NEW YORK-HEALTH AND FITNESS M PROFESSIONALS PROFESSIONAL lii LIABILITY AND GENERAL LIABILITY- l COMBINATION CLAIMS MADE/ i OCCURRENCE BASIS Page 1 of 6 ,I Underwriter I FORM-SCHED tional,applies only if selected by 'Use; M=Mandatory(applies as indicated),0=Op i il 1 MASTER POLICY DECLARATIONS HEALTH AND FITNESS PROFESSIONAD LS PROFESSIONAL LIABILITY AND GENERAL LIABILITY CLAIMS MADE AND CE Master Policy Number: V14KM224AM03 Risk Purchasing Group: NATIONAL PROFESSIONAL PURCHASING GROUP ASSOCIATION,INC. Policy Period: From: 07/01/2024 To: 07/01/2025 Policy Administrator: LOCKTON AFFINITY,LLC 10895 LOWELL AVE,SUITE 300 OVERLAND PARK, KS 66210 Dated:07/01/2024 i i� ('age 2 of 3 F00717 042021 ed. __Ita-11741c In consideration of the premium paid to the Underwriters In a timely manner,hereby agree with • National Professional Purchasing Group Association,Inc. r ereto, th and Fitness To provide to the extent and In the Professional Liability and manner General tLiability Insurancailed In the e for oeachh participant lmember of the he National Professional Policy Declarations hereto, has purchased coveragion, Inc. e under thist, during he Policy Master Policy Period set for the periodrth in l of Master Policy coverage set forth in the Named Insured Declarations and Certificate of Insurance. The coverage providedapplies separately t of med In under this Master including Policy and is subject to all terms, limitations, exclusions and Limits of Liability, any Aggregate Limit of Liability,set forth herein. is 11111 1 • 111 Page 3 of 3 F 007.17 042021 ed. Re6olution No.2008-63 Su.0ity \„ ;;-- CITY OF tiuNTINGFON BEACH thuitif kui,“ / 2000 Main Street Huntington Beach, CA 92643 DECLARATION OF PERMITrEE t certify that no vehicle(s) will be used or operated in the performance of the task(s) or event(s) for which this permit is granted. I. authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued in connection with or in the performance of said task(s) or event(s) if any vehicle(s) is used. SignaturePrint of PermitteeZ-2 narne_2 WV--- 64,tiZ.,e c! ( L. Company name (itapplicablo_ Date signed_ 2: L • . . 1640 EXHIBIT I • • Surf city ��� C-,�.� Y OF HUN T..INTG ON BEACH 2000 Main Street, Huntington Beach, CA 92648 _ .I lununyt�� fi++arh , � .. Declaration of Non-Employer Status The State of California requires every enterprise or business to provide workers compensation insurance coverage, If you have no employees, you may make a declaration to that effect by completing and signing this form and returning to: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 I certify that in the performance of the activity or work for which this permit is issued, I shall not employ any person in any manner so as to become subject to California Workers' Compensation Insurance requirements. I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued under this declaration if I hire any employee(s) or become subject to the provision of the laws requiring Workers' Compensation Insurance. NAME OF: l 1 Company / Organization =�j� �� n ,l; .,.3n /1.. erhij 0 glie=- Ad d res s "Z7 S - C-""'��'_�(CV L ti ,+ V 21 � ��, f�►'l c st:�021- Applicant {please print] �v���'1_._ l _ Title,Title, if any ._ ----_--_- — — - 7---)77c/ Applicant's Signatures Date Signed: Telephone Number: 7)r1- 2,7 % • CERTIFICATE OF INSURANCE EFFECTED WITH nr:Azuy INSURANCE COMPANY,INC.FOR THE MEMBERS OF THE RISK PURCHASING GROUP HEALTH AND FITNESS PROFESSIONALS PROFESSIONAL LIABILITY AND GENERAL LIABILITY CLAIMS MADE AND REPORTED INSURANCE nformation only. gal contract of iThis nsurance, The Masterr Policy, Declarations atnd Application of the Named Insured,t if any, form does not tthe uentiree contract. This Certificate Is furnished in accordance with,and in all respects is subject to all terms,conditions and exclusions of the Master Policy.The original Master Policy may be inspected at the offices of the Risk Purchasing Group(the`RPG )• This Certificate is to notify the member named below(the"Named Insured") that the following Insurance has been effected with Beazley Insurance Company,Inc.(the"Underwriters")for the Policy Period specified below under the Master Policy "Master Policy")issued to the RPG. Insuredthe Mastering Policy provides coverageriodor on a claims made and reported basis and apply only to Claims first made against the Policy the provided In IauseiXll�of the Master applicable)Ilcable) and reported to underwriters during L. Named Insured: Emergency Training Network Address: 2459 NEWPORT BLVD, City/State/Zip: COSTA MESA,CA 92627-1316 2, Master Policy Number: V14KM224AM03 3. RPG Membership Number: V15BG024AD02 4. Risk Purchasing Group: National Professional Purchasing Group Association,Inc. • orth verage l commence from the 5, dPoliy atec upon iwhich the Named Insuredlholds a validdRPGurin9membersh p during the the Policy Period set Policy yPolic Period and shalll continue up to but not exceeding 365 days in all. From: 12/07/2024 To: 12107/2025 Both dates at 12:01 a.m Local Time at the address stated in item 1 above, • 6, Insuring Agreements and Limits of Liability A. Professional Liability: $2,000,000 I. Each Claim Includes Claims Expenses $4,000,000 il. Aggregate Limit of Liability Includes Claims Expenses B. General Liability $2,000,000 i. Each Claim includes Claims Expenses $4,000,000 Aggregate Limit of Liability Includes Claims Expenses ii C. Fire/Water Damage Legal Liability from any one fire or WaterDamage $100,000 �I. includes Claims Expenses D. Medical Expense Payments $2,000 I, Each Person it�± 000 $5 , Itf li. Aggregate Limit of Liability 0 0,000 E. Policy Aggregate Limit of Liability includes Claims Expenses $ 0 Supplementary payments are in addition to these limits, Page 1 of 4 Certificate of insurance Health&Fitness �I 062021 ed. ja 11 16. Policy Forms and Notices: IL,60606 and Held on file at the offices of the risk purchasing group,One North Franklin, Suite 3600,Chicago, the Master Policy Administrator, 10695 Lowell Avenue,Suite 300,Overiand Park,KS 66210 L c akton Info a LocktonAff'nit .co THE MASTER POLICY CONTAINS THE FOLLOWING EXCLUSIONS: 1. Exclusions Bo i applicable,e to Insuring Agreement I.A.I.: arising out of any negligent a. Bodily Injury,Property Damage or Advertising Liability,except with respect to Bodily Injury act,error or omission of any Insured in rendering or falling to render Professional Services, b. Criminal,dishonest,fraudulent or malicious acts,error or omissions. c. Contractual liability d. Claims based upon an express or Implied warranty or guarantee, or breach of contract in respect of an agreement to perform work for a fee e. Insured's activities as a trustee,partner,officer,director or employee of any trust,charitable organization,corporations, company or business other than that of the Named Insured ,bond any debt,financial guarantee or debenture f. Any Claim arising out of failure to pay any bond,Interest on any g, Financial or Investment advice h. Libel or slander e rl ht, Including patent, trademark, I. Plagiarism, misappropriation of likeness, infringement of any Intellectual property g trade secret,trade dress and copyright j. Not valid license for the performance of Professional Services k. Rendering or failing to render Professional Services to Professional Athletes, However this exclusion does not apply to AIM members I. Claims arising out rendering or failure to render Professional Services to residents of Nursing Homes, Assisted Living Housing and/or Independent Living Housing facilities. Liability: 2, Exclusions applicable to Insuring Agreement I.A.2.General Liability and I,A.3.Fire and Water DamageY: a. Professional Liability b. Use of force or intended from the standpoint of the Insured Mobile Equipment, operation or use of c, Automobile,Aircraft and Watercraft exclusionng of any d. Ownership, maintenance,ed or motorized tion, use,bicycle or trailer ing or designed foriuse therewith snowmobile,moped e, Transportation of Mobile Equipmenteployee r byunt volunteer any Automobile given away,sold or g. Personal Injury a t age to property owned, rented or temporarily occupied by the Insured, premises Property loaned to the Insured abandoned by the Insured,property h. Property Damage to premises owned or alienated by thei Named In o Insured destroyed resulting from a delay in or lack of i. Loss of use of tangible property which has not been physically injured performance by or on behalf of the Named Insured of any contract or agreement;or the failure of the Named Insured's products to meet the level of performance,quality,fitness. j Property Damage to the Named Insured's Products out of the work or any portion thereof, k, Property Damage to work performed by or on behalf of Named Insured arising I or out of materials,parts or equipment furnished in connection therewith I, Withdrawal,recall,inspection,repair,replacement or loss of life of the Named Insured's,Products. m. Aircraft,Products n, Advertising Liability l 3. Exclusions applicable to Insuring Agreement I.A.4,Medical Payments: I. a, Medical expenses for Bodily Injury to any Insured II b. To any person hired to do work for or on behalf of the Insured i� c. To a person Injured on that part of the premises the Named Insured owns or rents I d. Benefits payable under worker's compensation or disability laws e. War l f, Excluded under the Professional Liability coverage 4 g. Prisoners it r eements: 1' 4.li Exclusions applicable to all Insuring Ag' a. Claims against or in connection with any business enterprise no tot o named or iiploy thee Declarations which Is owned by the Insured or In which any Insured is a trustee,partner, i b. Employee Retirement Income Security Act 1974 and amendments : c. Claim or circumstance in respect of which any Insured has given notice to any Insurer of any other policy or self- insurance prior to the Inception date it • d, Claim or circumstance known to the Insured prior to the Inception date ,i e. Acts,error,omissions or Accidents which first took place prior to the Retroactive Date IIr1 Certificate of Insurance Health&Fitness Page 3 of 4 I 062021 ed. I li If �I liIl 1 f f. Discrimination q, Pollutants h. insolvency or Bankruptcy of the Insured I. Any conduct, physical act, gesture, or spoken or written words of a sexual or physically violent nature. However this exclusion does not apply to AIM members j. Punitive and exemplary damages,fines,sanctions,taxes,costs or expenses to ment k, Personal Injury to any employee or volunteer worker of the Insured arising out of and In the course of his emp Y by the Insured I. Violation of Securities Act withphysical modifications to any premises or any changes to the Insured's usual business operations m, Violation of Racketeer Influenced and Corrupt Organizations Act n. Costs of,compI Yin 9 P mandated by the ADA building o. Any spores,any-trust substance,vapour or gas produced by any fungus or spores and any materials,product, p. Aungus,building building structure that contains harbours,nurtures q. Regulatory actions r. Any Insured's data processing services s. Product Liability t, Manufacture, handling sale or ing any of these ionof substances yipropanolamine, Phenylpropanolamine Hydrochloride, PPA or any product or drug u. Pharmacy services v. Non-compliance of any Insured with any FDA rules/regulations v,. Any profit or remuneration x, Claims against any subsidiary designated in the Declarations form, practices y. Asbestos,silica or lead policies,procedures or p policy,plan or program of insurance,stop loss or provider excess coverage, z, Any Claim associated with implementation of any compliance program or any aa. failure to obtain,effect,or maintain anyor bond reinsurance,self-Insurance,suretyship, cc. Insured Claim vs Insured electromagnetic bh Any arisingIn out of or resulting from the thei uexistence,soemisslonnlolr discharge 1 of any facsimiles,or telemarketing field, dd, Any Claim arising out of or cesulting electromagnetic radiation or electromagnetism that actually or allegedly affects the health, safety or condition of any person complex or syndrome related, ff HIV, Cyberiis ncider nt orDatr fa Breach lsease or any qg, E14767 042021 ed.Massage Services Exclusion-mandatory for AIM members only hh, E14768 042021 ed.Physical Presence Exclusion-mandatory for AIM members only g duty Claim against the Insured seeking Damages. Underwriters will pay Claim seeking Damages which are payable under the terms of the Master Policy. The underwriters shall have the right and defend any • Claims Expenses with respect to any 11 Expenses shall reduce and may exhaust the Limits of Liability and are subject to the Deductible. 1 ail maintain all such rights of recovery. The Insured shall after anIncidentlior If any payment is made under the Master Policy and there is available to the Underwriters any of the Insured's rights of recovery 1' against any and party, then the t Underwriters shall ver Instruments and papers and do whatever else is necessary to secure such rights,The Insured she ,. event giving rise to a Claim to prejudice such rights, ij By acceptance of the Master Polley, all Insureds agree that the statements contained In the Application are their agreements and representations,that they shall be deemed material to the risk assumed by the Underwriters,and that the Master Policy Is issued in lili reliance upon the truth thereof. il • ll NO ADMISSION OF LIABILITY,ASSU BBE MADN OF OBLIGATION OR PRMISE TO E EITHER VERBALLY ORON WRITIING.Y EITHER EXPRESS OR IMPLIED MAY ;I IF THE INSURED RECEIVESTHE ANY NOTICE CIRCUMSTANCE A CLAIM OR OR IS INCIDENT SHOULD O THED SENT STATED IN ITEM 14RI ING BY F A CIRCUMSTANCE WHICH MAY RESULT IN A !� CLAIM FULL DETAILS THE INSURED MEMBERSHIP NUMBER)IENT S OULD BE SENT IMMEDIATELY IN WRITING BY EMAIL OR LETTER(INCLUDINGIS CERTIFICATE OF INSURANCE. .I It `i I NOTE:THE MASTER POLICY APPLIES IN EXCESS OFANY NSUREDVALID AND COLLECTIBLE INSURANCE AVAILABLE Al i _ram j .„ il, 10/23/2024 li II Signature of Authorized Representative Issuo Date li Page 4 of 4 {il Certificate of Insurance Health&Fitness 11 062021 ed. '1 y Ij i' ' 1 ____-_aba a 72 C AV HEALTH AND FITNESS PROFESSIONALS D ROPESINSUR ZONAL LIABILITY AND GENERAL LIABILITY CLAIMS MADE AND REPORTS NCE NOTICE SECTION OF IMPORTANT PROVISIONS Application, e provisions of your policy ntsre whiche ogether,d in lcomprisse youe rtions, Schedules,P Policy. IT IS IMPORTANT that Policy form and endorse you review all the provisions under your Policy carefully. TABLE OF CONTENTS Page 1 Clause I. INSURING AGREEMENTS Clause Il. SUPPLEMENTARY PAYMENTS—INSURING AGREEMENTS Page 3 I.A.1 AND 1.A.2. Page 4 Clause III. PERSONS INSURED Page 5 Clause IV. TERRITORY Page 5 Clause V. EXCLUSIONS Page 12 Clause VI. DEFINITIONS Page 16 Clause VII. LIMIT OF LIABILITY IPage 17 Clause VIII. DEDUCTIBLE Page 18 Clause IX. INNOCENT INSURED li EXTENDED REPORTING PERIODPage 18 is Clause X.Clause XI. OTHER INSURANCE Page 19 Clause XII. NOTICE OF CLAIM,OR CIRCUMSTANCE THAT MIGHT LEAD Page 19 TO A CLAIM ":. Clause XIII. ASSISTANCE AND CO-OPERATION OF THE INSURED Page 20 Page 20 Clause XIV. ACTION AGAINST THE UNDERWRITERS is Page 20 Clause XV. BANKRUPTCY Page 20 Clause XVI. SUBROGATION Page 20 Clause XVII. CHANGES Page 21 Clause XVIII. MERGERS AND ACQUISITIONS .III Page 21 Clause XIX. ASSIGNMENT Notice&Table of Contents-Health and Fitness Professionals Page 1 of 2 032023 ed. it Pi En kW Page 21 Clause XX. CANCELLATION Clause XXI. SINGULAR FORM OF A WORD Page 23 Page 23 Clause XXII. ENTIRE CONTRACT Clause XXIII. NUCLEAR INCIDENT EXCLUSION Page 23 Page 24 Clause XXIV. LICENSURE Clause XXV. MULTIPLE INSURANCE POLICIES APPLYING TO THE SAME Page 25 CLAIM Page 25 Clause XXVI. SEVERAL LIABILITY is 11 11 if it is it Notice&Table of Contents-Health and Fitness Professionals Page 2 of 2 032023 ed. II �i , HEALTH AND FITNESS ND PROFESSIONALS INSURANCE PROFESSIONAL LIABILITY AND GENERAL LIABILITY CLAIMS MADE NOTICE: This is a Claims Made and Reported Policy. Except to such extent as may otherwise be providedms which are st herein, the Insured and ded reporteder t'his the insurance Underwriterspolicy during!thei Policy Periodd to those , Damages and made againstappear in Claims Expenses shall be applied against the Deductible. Certain words and phrases which bold type have special meaning; please refer to Clause VI., Definitions. Please review the coverage afforded under this insurance policy carefully and discuss the coverage hereunder with your Insurance agent or broker. ntations and consideration oon of the application which ient of sum and reliance upon made a part of this insurance policy(hereinafterrefer referred to as warranties made in pp the "Pore"insurance") and the Underwriters agreet to the with the imit of Named Liability, insured (set forth in conditions and other terms of 1. of the Declarations, this insurance, made a part hereof)as follows: I. INSURING AGREEMENTS A. Coverage 1. Professional Liability The Underwriters will pay on behalf of the insured Damages and Claims Expenses which the Insured shall become legally obligated to pay because of any Claim or Claimsd for Bodily Injury first made against any Insured during theolicy Perind andd repored to the Underwriters during the Policy Period or any appli Period, arising out of any negligent act, error or omission of the Insured in rendering or s, on behalf of the Named failing el d Itemr1.eof thea Declarations,oexcept r rInsured excluded or limited by heterms, designatat edd conditions and exclusions of this Policy. 2, General Liability The Underwriters will pay on behalf of the Insured Damages a and Claims sumed by the In which the Insured shall become legally obligatedto pay or under contract because of any Claim or Claims first made against any Insured during the Policy Period and reported to the Underwriters during the Policy Period or any applicable Extended Reporting Period, for Personal Injury, Property Damage or Advertising Liability caused by an Accident, except as excluded or limited by the terms,conditions and exclusions of this Policy. 1i 1I 3. Fire and Water Damage Legal Liability fl The Underwriters will pay on behalf of the Insured Damages and Claims Expenses � which the Insured shall become legally obligated to pay because of any Claim or Claims I� first made against any Insured during the Policy Period and reported to the Underwriters during the Policy Period or any applicable Extended Reporting Period, I! for Property Damage to the premises, while rented to the Insured or temporarily I! occupied by the Insured with permission of the owner, arising out of any one fire or any one Water Damage that occurs during the Policy Period except as excluded or limited by the terms, conditions and exclusions of this Policy. Under no circumstances will this coverage be extended to cover First Party Property Damage or Property Damage to personal property. Page 1 of 25 fi F00719 072021 ed. • 4. Medical Expenses The Underwriters will pay medical expenses as described below for Bodily Injury caused by an Accident: a. On premises the insured owns or rents; b. On ways next to the premises the insured owns or rents;or c. Because of the Insured's operations; Provided that: and during the Policy a. The Accident takes place In the Coverage Territory period; b. The Accident is reported to the Underwriters during the Policy Period. c. The expenses are incurred and reported to the Underwriters within three years of the date of the Accident; ination, at d. The injursd personoUnderwriters expense, by f Underwrite si s choosing asto an moften as t e Underwriters reasonably physicians require. The Underwriters will make these payments regardless of fault. These payments will not exceed the applicable Limit of Liability stated in the Schedule. Underwriters will pay reasonable expenses for: • a. first aid administered at the time of the Accident; ;• • b. necessary medical, surgical, x-ray and dental services, including prosthetic t devices;and t I; c, necessary ambulance,hospital,professional nursing and funeral services. I B. Defense and Settlement 11 he sured bject to ' �, The Underwriters shall have the Claimh firdstduty to defend made against theninsu eduseeking ! the Limit of Liability, for any '!11 1. payment under the terms of this insurance, even if any of the allegations of the Claim are groundless, false or fraudulent. The Underwriters shall choose defense counsel in conjunction with the Insured,but In the event of a dispute, iti the decision of the Underwriters Is final. 41 2. It is agreed that the Limit of Liability available to pay Damages shall be reduced and may be completely exhausted by payment of Claims Expenses. Damages lapplied against the Deductible set forth in Item 4. and Claims Expenses shall be g of the Declarations. investigation they deem lI 3. ec Underwriters including, shng, thoute the limitation, any make investigation with respect to necessary, including, I coverage and statements made in the application. • 4. if the Insured refuses to consent to any settlement or compromise I recommended by the Underwriters and acceptable to theClmaaes andnt and eCialmo ji contest the Claim, the Underwriters' liability for any D i` Expenses shall not exceed the amount for rus he iichl ch the ClExaim couldch have vd be to n thetime settled,eless the remaining theDeductible, ble Limit of Liability,whichever is less,and 'i the time of such refusal,or the applicable�� Page 2 of 25 � F00719 iIi 072021 ed. I! I I' Ij the Underwriters shall have the right to withdraw from the defense of the Claim _ by tendering control of said defense to the Insured. hall pay all 5. Subject to the Limit of Liability of this Policy, the Underwriters s premiums on bonds to release attachments, all premiums on appeals bond for required in any such defended suit, but without any obligation to apply or furnish such bonds, all costs taxed against the Insured in any suit, all interest accruing after entry of judgment until Underwriters have paid, tendered or deposited in courts such part of such judgment as does not exceed the Underwriters' Limit of Liability. ls Policy the writers reimburse the 6. nsburedtforhallLreasonableliexpenshes other�thantloss of shall Sujectimit of earnings, incurred at the Underwriters' request. 7. It is further provided that the Underwriters shall not be obligated to pay any Damages or Claims Expenses, or to undertake or continue defense of any of Claim after the applicable Limit of Liability has been exhausted by payment s Y Damages or Claims Expenses or after deposit of the remaining applicable Limit of Liability in a court of competent jurisdiction, and that upon such payment, the Underwriters ering control hof said defensel to heraw lom the lnsuredfurther defense of the Claim by tend II. SUPPLEMENTARY PAYMENTS—INSURING AGREEMENTS I.A.1 AND I.A.2. 1. Underwriters will pay,with respect to any Claim that Underwriters investigate or settle,or any Suit against an Insured that Underwriters defend; a. Actual loss of earnings and reasonable expenses due to the Insured's attendance at s nd meetings,l arIs$500o per dayforlallll Insureds anddupials. The maximum to a total of$10,000 tfor Underwriters• will pay Is$500 p each Claim. • i;; b. d©Pl loss of earnings and osition. The maximum the Underwriters easonable swill pay tist$5,000 for each tDeposition endance at a j a and up to a total of$25,000 during any one Policy Period. {! Liability during uring anyy upto $500 for each Accident, subject to a $5,000 Aggregate Limit of I; 2. Underwriterswill one Policy Period, for Property Damage occurring during the Policy roi Period to property of others in the care,custody or control of the Insured. However, Underwriters will not pay for Property Damage to property of others In the care, it custody or control of the Insured: 11 yip a. Caused intentionally by any Insured who has reached the age of majority in the i� Insured's state;or ,h b. Who are tentanis of,or residents,In the Insured's premises;or li ,, I c. Arising out of the ownership, use, maintenance or entrustment to other of an Automobile,Mobile Equipment,watercraft or aircraft. '! I 3. Underwriters will pay up to $5,000, subject to a $10,000 aggregate limit during any one ii Policy period, brought t by a state licensing xboa d or other penses iaregulatory body In relation ted with each rto the on or j!; proceedings Insured's Professional Services license. j Page 3 of 25 I!11! F00719 1 072021 ed. Ij However, Underwriters will not pay any expenses or fees arising out of or resulting from criminal proceedings. These supplementary payments will not reduce the limits of liability. III. PERSONS INSURED Each of the following is an Insured under this insurance to the extent set forth below: , the A. if the Named esit nated but only with riespect to the conduct of the business of w t nsured designated hich he orr serson 9 she is the sole proprietor, and the spouse of the Named Insured with respect tot e conduct of such a business, and any employee,student, intern or volunteer worker while acting within the scope of his or her duties as such; B. if the Named Insured designated in Item 1. of the Declarations is a a pa t er hi and or jony venture, the partnership or joint venture so designated, any Prede ,partner or member thereof but only with respect to his or her liability as such and any employee, student, intern or volunteer worker while acting within the scope of his or her duties as such; C. if the Named Insuredip designated ,thle organization so des of the ignated,any Predecessor rations is other than an Individual, partnership or joint venture, ee, student, intern, Firm, and any executive officer, director, stockholder, employ administrator or volunteer worker thereof while acting within the scope of his or her duties as such;; D. any person who previously qualified as an Insured under C. above prior to the termination of the required relationship with the Named insured, but solely with respect to: 1. Professional Services performed on behalf of the Named Insured designated in Item 1.of the Declarations,or 2. an Accident arising solely out of the Named insured's operations 11 it occurring prior to the termination of the required relationship with the Named Insured; pi E. the estate, heirs, executor, administrators, assigns and legal representatives of any Insured in the event of the Insured's death, incapacity, Insolvency or bankruptcy, but only to the extent that such Insured would otherwise be provided coverage under this Policy;and F. An Additional Insured,but only as respects the vicarious liability of such Individual or entity; 1. for Bodily Injury caused by negligent acts, errors or omissions of the Named insured otherwise covered under insuring Agreement I.A.I. Professional Services Liability of this Policy. Liabilitycaused by an Damage or Advertising 2. for Personal Injury, Property Accident otherwise covered by insuring Agreement I,A.2.General Liability of this Policy. i. Page 4 of 25 F00719 072021 ed. age arising out of any e e or y one Water Damage as 3. for co covered by I D uring Agreement I.A 3. Fire nandr Water nDamage Legal Liability of this Policy. This Policy shall not apply to any liability arising out of the conduct of any partnership or Joint venture of which the Insured is a partner or member and which Is not designated in this Policy as a Named insured. IV. TERRITORY This insurance applies to negligent acts, errors, omissions or Accidents which take place anywherees of America,its possessions and territories,e is s,-PuertoInsuredrst made against the within the United Rico and Canada Sta V. EXCLUSIONS �. Exclusions applicable to Insuring Agreement 1.A.1.Professional Liability The coverage under this Policy does not apply to Damages or Claims Expenses incurred with respect: a. to any Claim arising out of Personal Injury,Property Damage or Advertising Liability, except with respect to Bodily injury arising out of any negligent act, error or omission of any Insured in the rendering or failing to render Professional Services; .b. to any Claim arising out of any criminal, dishonest, fraudulent or malicious act, error or omission of any Insured, committed with actual criminal, dishonest,oing, the fraudulent or ce eds this or shall plyHo to Claims Expensesincurred I the n defending any such afforded by this Policy shall apply Claim, but shall not apply to any Damages which the Insured might become legally obligated to pay; ty or c. whetherto any Claim written'orn oral,g ,unless such liability would t of or relating to any l�have under attached to theInsurede Inthie absence of such contract or agreement; d, to any Claim based upon an express or implied warranty or guarantee, or breach of contract In respect of any agreement to perform work for a fee; e. to any Claim arising out of any Insured's activities as a trustee, partner, officer, director II;; or employee of any trust,charitable organization,corporation, company or business other than that of the Named Insured; f. to any Claim arising out of failure to pay any bond, Interest on any bond, any debt, financial guarantee or debenture; g. to any Claim arising out of any financial or Investment advice given, referrals,warranties, guarantees or predictions of future performance made by any Insured as regards specific and identifiable Investment items including but not limited to personal property, 10 1 real property,stocks,bonds or securities;ff h. oor any Caim arising otherldeamatory ortdisparaging material, or of the actual or allegedpa publication or utterance ilineviolation of Ifl • an individual's right to privacy; Page5of25 F00719 072021 ed. �i1 I, to any Claim arising out of actual or alleged plagiarism, misappropriation of likeness, breach of confidence, pir de secrete trade deessnt of any and copyright.intellectual property right,including patent,t ademark j, to any Claims arising out of any negligent act, error or omission of any Insured in the rendering or failing to render Professional Services, if the Insured did not hold a valid license or certificate at the time of the performance of the Professional Services, except as provided for in Clause XXVII.,Licensure. k. to any Claim arising out of any negligent act, error or omission of any Insured in the rendering or failing to render Professional Services to Professional Athletes. I. to any Claim arising out of any negligent act, error or omission of any Insured in the rendering or failing to render Professional Services to residents of Nursing Homes, Assisted Living Housing and/or Independent Living Housing facilities, However, this exclusion does not apply if the Professional Services provided are counseling or pastoral counseling. 2. Exclusions applicable to Insuring Agreement I.A.2.and Insuring Agreement i.A.3. The coverage under this Policy does not apply to Damages or Claims Expenses incurred with respect: a. to any Claim arising t ersonhe rordorga organi of or zation for whose acts ilure to render Porfomissions Services the Named any Insured or by any p Insured is legally responsible; b. to any Claim arising out of Personal Injury or Property Damage resulting from the use of force expected or intended from the standpoint of the Insured; c. to any Claim for liability arising out of Personal Injury or Property Damage arising out of ownership,maintenance,operation,use,loading or unloading of: 1. any Automobile,Aircraft or Watercraft owned or operated by or rented or loaned to any Insured;or 2. any other Automobile, Aircraft or Watercraft operated by any person in the course of his or her employment or volunteer duties for any Insured; d, to any Claim arising out of Personal injury or Property Damage arising out of: li 1. the ownership, maintenance, operation, use, loading or unloading of anyMobile ile Equipment while being used In any prearranged or organized racing, speed or demolition contest or In any stunting activity or in practice or preparation for such contest or activity;or 2, the operation or use of any snowmobile, moped or motorized bicycle, or trailer { designed for use therewith; i!. any Property e, to Claim for Personal Injury or Prop Damage arising out of and in the course of the transportation of Mobile Equipment by any Automobile owned or operated by or rented or loaned to any Insured; l !` Page 6 of 25 F00719 072021 ed. f. to any Claim arising out of Personal injury to: — 1. any employee or volunteer of the Named Insured arising out of and in the course of his employment or retention by the Named Insured;or 2. the spouse, child, parent, brother or sister of the employee as a consequence of above. This exclusion applies: (I) whether the Insured may be liable as an employer or in any other capacity;and (Il) to any obligation to share Damages with or repay someone else who must pay Damages arising out of such liability; g, to any Claim arising out of Property Damage to: 1. property owned , rented or temporarily occupied by the Insured with per expenses rmission of the owner, including fixtures permanently attached thereto, any costsincurred by the Insured, or any other person, organization, entity for forerty any ion or reason,including ienhancement,of Injurytto a person or damage to anothernance of such r''s property reason,including prevention 2. Premises given away, sold or abandoned by the Insured if the Property Damage arises out of any part of those premises 3. Property loaned to the Insured; 4. that particular part of real property on which the Insured or any contractors or subcontractors working directly or Indirectly on behalf of the Insured or temporarily occupied by the insured a ptermission rm ss on of theemises ed to ownerhe Insured or temporarily if such Property Damage occupied by the Insured with pe arises out of those operations. 5. that particular part of any property that must be restored, repaired or replaced because the insured's work was incorrectly performed on it. Paragraphs 1., 2. and 3. of this Exclusion does not apply to Property Damage to d by premises rented to the insured Damage r s out upiefd br the Iner u ageth permission of the owner, if such Property Paragraph 2.of this Exclusion does not apply if the premises are the Insured's work and were never occupied,rented or held for rental by the Insured, i1 Paragraphs 3,, 4., and 5. of this Exclusion does not apply to liability assumed under a !� sidetrack agreement. (; h. to any Claim arising out of Property Damage to premises owned or alienated by the Named Insured arising out of such premises or any part thereof. However, in relation to coverage I.A.3. (Fire and Water Damage Legal Liability)this exclusion does not apply to Property Damage to structures or portions thereof rented to or occupied by the Named Insured, including fixtures permanently attached thereto, if such Property Damage arises out of fire or Water Damage; i. to any Claim arising out of toss of use of tangible property which has not been physically i� injured or destroyed resulting from: f Page 7 of 25 F00719 072021 ed. 1. a delay in or lack of performance by or on behalf of the Named Insured of any contract or agreement;or 2. the failure of the Named Insured's Products or work performed by or on behalf of the Named Insured to meet the level of performance, quality, fitness or durability warranted or represented by the Named Insured; but this Exclusion does not apply to loss of use of the other tangible property resulting from the sudden and accidental injury to or destruction of the Name insured's Products or work performed by or on behalf thore Named on iotnsured ed;suchrch prducts or work have been put to use by any personor j. to any Claim arising out of Property Damage to the Named Insured's Products, or for the cost of inspecting, repairing or replacing any defective or allegedly defective product or part thereof or for loss of use of any defective or allegedly defective product; k. to any Claim arising out of Property Damage to work performed erformeof,or duby t of or on behalf of the Named insured arising out of the work or any portion ts or equipment furnished in connection therewith; I, to any Claim arising out of the withdrawal, recall, inspection, repair, replacement or loss of life of the Named insured's Products or work completed by or for the Named Insured or of any property of which such products or work form a part, If such products, work or property are withdrawn from the market or from use because of any known or suspected defect or deficiency therein; m. to any Claim arising out of Aircraft Products,including,but not limited to,consequential loss of use thereof resulting from Grounding; n. to any Claim relating to Advertising Liability arising out of: 1. failure of performance of contract; provided, however, that this Exclusion shall not apply to the unauthorized appropriation of ideas based upon alleged breach of an implied contract; 2. infringement of patent, trademark, service mark, and trade name, other than titles or I. slogans by use thereof on or in connection with goods, products or services sold, offered for sale or advertised;or j 3. Incorrect description or mistake in advertised price of goods, products or services sold,offered for sale or advertised. ll 3. Exclusions applicable to Insuring Agreement I.A.4.Medical Payments II The Underwriters will not pay expenses for Bodily Injury: 'i a. To any Insured; I b. To a person hired to do work for or on behalf of any Insured or a tenant of the Insured; i', c. To a person injured on that part of the premises the Named Insured owns or rents that o the person normally occupies; its for the ury III d. To a pyable whether ber not an provided ude Employee workers' compensation of any Insured,If for disability benefits law ;i are pay `� or a similar law; I Page a of 25 �i F00719 t 072021 ed. h • e. Due to war,whether or not declared,or any act or condition incidental to war. War shall include civil war,insurrection,rebellion or revolution; f. Excluded under the Professional Liability Coverage;or g. To any prisoner. 4. Exclusions applicable to all insuring agreements. The coverage under this Policy does not apply to Damages or Claims Expenses incurred with respect: a. to any Claim made by or against or in connection with any business enterprise(including the ownership, maintenance or care of any property in connection therewith), not named in the Declarations,which is owned by any Insured or in which any Insured is a trustee, partner,officer,director or employee; b. Claimto any arising IEmploye �order issued ed pursuant thereto; Act of 1974 and Its amendmentsor any regulation or c. to any Claim or circumstance which might lead to a Claim in respect of which any Insured has given notice to any Insurer of any other policy or self-insurance in force prior to the effective date of this Policy; d. to any Claim or circumstance which might lead to a Claim known to any the Inception of this Policy and not disclosed to the Underwriters at inception; prior to e. to any Claim or circumstance that might lead to a Claim arising out of any negligent act, error torthe Ret oacti a Date as set forth in Item 6I of therDecla toIs alleged have taken place, Declarations; p f. to any Claim arising out of discrimination including but not limited to discriminatory employment practices, allegations of actual or alleged violations of civil rights or acts of discrimination based entirely or in part on the race, gender, pregnancy, national origin, religion,age or sexual orientation; g, to any Claim directly or indirectly arising out of: 1. the actual, alleged or threatened discharge, dispersal, release or escape or failure to detect the presence of Pollutants, provided that this Exclusion shall not apply to: i ) Personal Injury sustained by any patient, visitor or invitee; and (ii) Personal Injury or Property Damage arising out of heat,smoke or fumes from a Hostile Fire; 2. the manufacture, distribution, sale, resale, rebranding, installation, repair, removal, '1� encapsulation, abatement, replacement or handling of, exposure to or testing for i Pollutants contained in a product, carried on clothing, inhaled, transmitted in any fashion or found In any form whatsoever;or If 3. any governmental or regulatory directive or request that the insured or anyone acting under its direction or control to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize said Pollutants; h, to any Claim arising out of the insolvency or bankruptcy of any Insured or of any other entity Including but not limited to the failure, inability, or unwillingness to pay Claims, Page 9 of 25 j� ' F00719 Ii 072021 ed. �.s ,III losses or benefits due to the insolvency,liquidation or bankruptcy of any such individual entity; I. to any Claim arising out of or resulting from: 1. any conduct, physical act, gesture, or spoken or written words of a sexual or physically violent nature by any Insured, including but not limited to,sexual intimacy (whher or not consensual),batte sexual ry,sexual or physical abuse,sexua sexualphysicalion, sexual or assault or harassment or exploitation;on;or 2. the Insured's actual or alleged negligent employment, investigation, supervision, training retention of any Insured is legally responsible Employee, responsible and whose falls within paragraph 1.above.the j, to any Claim for punitive or exemplary Damages, or Damages which are a multiple of reimbursement for fees,costs or expenses charged by any penalties, or the return of or Insured; k. to any Claim arising out of Personal Injury to any employee or volunteer worker of the insured arising out of and in the course of his employment by the Insured,or under any obligation for which the insured or any carrier as his insurer may be liable, under any Workers' Compensation, Unemployment Compensation, Disability Benefits Law or under any similar law; I. to any Claim based upon or arising out of a violation or alleged violation of the Securities Act of 1933 as amended, or the Securities Exchange Act of 1934 as amended, or any State Blue Sky or securities law or similar state or Federal statute and any regulation or order issued pursuant to any of the foregoing statutes; m. to any Claim or actual or alleged violation of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. §1961 et seq., and any amendments thereto, or any rules or regulations promulgated thereunder; n. to any Claim arising from costs of complying with physical modifications to any premises or any changes to the Insured's any amendmentl business s, or similaons r federal, state or ted by the lcans ocal with Disabilities Act of 1990, law; o. to any Claim based upon or arising out of any actual or alleged violation of any federal, state, or local anti-trust, restraint or trade, unfair competition, or price fixing law, or any rules or regulations promulgated thereunder; p, to any Claim caused directly or Indirectly,in whole or In part,by: fl orspore(s); 1, anyfsubuanc) ap ( ); 2, any substance, vapour or gas produced by or arising out of any fungus(es) or spore(s);or 3. any materials, product, building component, building or structure that contains, it harbours,nurtures or acts as a medium for any fungus(es)or spore(s); regardless any other event, material, product Damages.building rcomponent that contributedconcentiy or in any sequence to thatinjury or For the purposes of this Exclusion,the following Definitions are added: F00719 Page 10 of 25 I 072021 ed. • "Fungus(es)"includes,but Is not limited to,any form of mold,mushroom or mildew. "Spore(es)"mean any reproductive body produced by or arising out of any fungus(es). This Exclusion shall not apply to Claims arising from medical research activities that would otherwise be covered hereunder; q. to any Claim based upon or arising out of any action or proceeding brought by or on behalf of any federal, state or local governmental, regulatory or administrative agency, regardless of the name In which such action or proceeding is brought, Including, but not limited to, the Health insurance Portability and Accountability Act of 1996, the Social Security Act, 42 U.S.C. §1320a, et. seq., or similar state or federal statute, regulation or executive order promulgated thereunder. However this exclusion does not apply those costs, fees and expenses otherwise covered under Clause 11. Supplementary Payments, Paragraph 3. r. to any Claim based upon or arising out of any Insured's data processing services, Including but not limited to: 1. conversion of data from source material into media for processing on the Insured's electronic data processing system; 2. processing of data by the Insured.on the insured's electronic data processing system;or 3. design or formulation of an electronic data processing program or system; s. to any Claim for Personal injury, Property Damage or Advertising Liability based upon or arising out of the Named insured's Products; t. to any Claim based upon the manufacture, handling, sale or distribution of Phenylpropanolamine, Phenylpropanolamine Hydrochloride, PPA or any product or drug containing any of these substances; u. to any Claim arising out of any actual or alleged act, error or omission in the rendering or failing to render pharmacy services, including the manufacture, sale, distribution, handling or resale of any pharmaceuticals or drugs,whether on a wholesale, retail, over- the-counter or illegal basis; v. to any Claim based on the willful non-compliance of any Insured with any Food and Drug Administration(FDA)rules,regulations,and statutes found at Food and Drugs,21 • C.F.R. Chapter 1 § 1.1 to § 1299, as amended and revised, or treating a patient with drugs, medical devices, biologics or radiation-emitting products that have been disapproved or not yet approved by the FDA; w. to any Claim based upon or arising out of any Insured gaining any profit,remuneration or advantage to which such Insured was not legally entitled; x, to any Claim against any subsidiary designated in ihe Declarations or Its past,present,or future employees, directors, officers, trustees, review board or committee members, or • volunteers acting in his or her capacity as such, which are based upon, arise out of, directly or indirectly result from, are in consequence of, or in any way involve any fact, circumstance, situation, transaction, event, Accident, or negligent acts, errors or omissions or series of facts, circumstances, situations, be fore transactions,date s events, entity ts becameAccidents ts or negligent acts, errors or omissions happening subsidiary; F00719 Page 11 of 25 072021 ed. it j I! • • y. to any Claim relating to or arising out of asbestos,silica or lead; z. to any Claim associated with implementation of any compliance program or any policies, procedures or practices relating to participation as a provider of medical services to a managed care organization or under a healthcare benefit program, whether initiated voluntarily or pursuant to direction by,order of, or in settlement with a government body, hospital, healthcare facility or managed care organization; aa. to any Claim based upon, arising out of, resulting from, any actual or alleged: (1)failure to obtain, effect, or maintain any form, policy, plan or program of insurance, stop loss nd; (or provider excess coverage, reinsurance, self-insurance, suretyship, failure t) commingling, mishandling of or liability to pay, collect or safeguard funds;or(3) collect or pay premiums,commissions,brokerage charges,fees or taxes; bb. to any Claim brought against any Insured by any other Insured hereunder; cc. to any Claim arising out of or resulting from the distribution of unsolicited email, direct mail or facsimiles,or telemarketing; dd. to any Claim arising out of or resulting from the existence, emission or discharge of any • electromagnetic field, electromagnetic radiation or electromagnetisma the env that actually c u ll o r allegedly affects the health, safety or condition of any person, this Exclusion t affects the value, marketability, condition or size of any property, provided shall not apply to any patient receiving Professional Services including but not limited to the medical administration of radiation therapy; ee, to any Claim arising out of or resulting from or in relation to Acquired Immune Deficiency Syndrome (AIDS), meaning the potential or actual transmission of or exposure to Human Immunodeficiency Virus (HIV), AIDS-Related Complex (ARC), hepatitis or any other Infectious disease or any complex or syndrome related thereto,DS or the e use or or misuanyoeher or confidentiality of any information relating to HiV, ARC, infectious disease,including the failure to disclose the health status of the Insured; ff. to any Claim, Damages, Claims Expenses, loss, liability, costs or expense Cyber Incidently or or ai y caused byclu ingresuai gy from,tonor takening out of a Cyber Act,i controlling, preventing, suppressing or Data Breach, including any remediating any Cyber Act, Cyber incident or Data Breach, VI. DEFINITIONS I, If Wherever used in this Policy,the bolded terms have the meaning provided: a. "Accident" means an event or happening, including continuous or repeated exposure to substantially the same general harmful conditions,which Involves one or e oorApersons or II entities, and which results in Personal Injury, hi g Liability to such persons or entitles. i! b. "Additional insured"means: 1. any natural person or entity that the Named Insured has expressly agreed in writing to add as an Additional Insured under this policy in the Certificate of Insurance provided by Underwriters prior to the commission of any act for which such person or entity would be provided coverage for under this Policy,but only to the extent the Named Insured would have been liable and coverage would ij Page 12 of 25 F00719 072021 ed. Ij have been afforded under the terms and conditions of this Policy had such Claim — been made against the Named Insured;and , 2. any other person or entity added as an Additional Insured by endorsement to this Policy c. "Advertising Liability" means injury arising out of one or more of the following, committed in the course of the Insured's advertising activities: 1. libel,slander or defamation; 2. infringement of copyright,title slogan,trade dress,or advertising idea; 3. piracy or idea misappropriation under an implied contract;or 4, invasion of right of privacy,subject always to Exclusion V.4.q. d. "Aircraft Products" means any aircraft whether or not heavier than air (including spacecraft and missiles) and any ground support, guidance, control or communications equipment used In connection therewith, and also Includes parts,supplies, or equipment ng aids, installed in °r on or used In connection with aircraft, including tools,anuals,blue prints and other data, engineering and other advice,services instructions, services b m and labor used in the operation,maintenance or manufacture of such products. s. e. "Assisted Living Housing andlor independent Living,Housing" means any residential apartment,dua s home, pondominium or other ersonalized supportive services and health care wherein an ividual or design d group(s)of Individuals receivep to meet the needs of those who need help with activities of daily living. f. "Automobile" means a land motor vehicle, tipper or attached rtdesigo ed for does travel not on public roads (including any machinery or Include Mobile Equipment,as hereinafter defined. g "Bodily Injury" means physical injury (including death at any time resulting therefrom), Ili mental injury, mental illness, mental anguish, humiliation, emotional upset, shock, l sickness,disease or disability. r h. "Claim" means a written notice received by any Insured of an intention to hold the ion for amag 11 Insured responsible for arbitration proeadings mpensatagainst the insured.including the service of suit or institution of lii. "Claims Expenses"means: fees charged by an attomey(s) designated and agreed by the Underwriters in consultation with the Insured, but subject always 4 1, reasonable and customary to the Underwriters'final decision;and 2. all other fees, costs and expenses resulting from the investigation, adjustment, i defense and appeal of a Claim,If incurred by the Underwriters,or by the insured with the written consent of the Underwriters. Claims Expenses does not include any salary, overhead or other charges by the insured for any time spent in co-operating in the defense and investigation of any Claim or circumstance which might lead to a Claim notified under this insurance. Page 13 of 25 F00719 072021 ed. actual or rized, ious or criminal act or — j, series Act" means d unauthorized maliciousgordcriminaloacts, or the threat or oax thereof, series of relate regardless oftimeand place, involving access to,of any Computer System or Data. of, disclosure of, use of, suspension of or operation k. "Cyber incident"means: 1, any actual or alleged error, omissionor iidSystem; or series of related errors, omissions or accidents,involving any Computer 2. any partial or total unavailability or falrurer seusries of rope arat d partial ny ial or total unavailability or failures to access, poso er System; or 3, any actual or alleged violation of any Privacy Law in relation to Data. I. "Computer System" means computer, hardware, software, communications syst em, electronic device(including,but not limited to,any smart phone,laptop,tabletcor arablle device),server,cloud or microcontroller,Including any similar system or any g of the aforementioned ingee uipment or back up facility,owned orcluding any ed opierated by the insured output, data rage device, orr any other networking equipment party. m, "Damages" means a civil monetary judgment, award or settlement and does not Include: 1, the restitution of compensation and expenses paid to the insured for services and goods;and 2, judgments or awards deemed uninsurable by law. zed osure of Data n. "Data Breach"means the actual or alleged he Insured theft or a third party,loss or ifor whosie theft,loss or 'I that is in the care,custody or control o unauthorized disclosure of Data the insured is liable. ii ts or e o, "Data"ormmee used,acces ed,processed,transmitted do st red by recorded a Computer System.n a ( form to be "Extended Reporting Period", if applicable, means the period of time stated in item 7. p' Policy out the Declarationseli acts, errors or the oreAccidentsrwhich takiod for e place prioClair to the lend of of negligent the Policy Period but subsequent to the Retroactive Date Identified In Item 6. of the Declarations. I or more q. "Grounding"meanse th withdrawal loaderest restrictions such aircraftpbecause ofthe the ` imposition of speed, passenger Aircraft Product. existence alth and Fitness Professional"Is defect,xistence of a professional who Is licensed and/or certified to r. Health ,work in any of a wide range of professions in relation to healthcare or Its related services, other than nursing,pharmacy and medicine. Health and Fitness Professional does not include services such as a physician, physician assistant, surgeon, dentist, osteopath, podiatrist,orthodontist,chiropractor,psychiatrist,psychologist,pharmacist, EMI,,nurse, nurse practitioner, midwife, engineer, engineering consultant, safety p ju e Page 14 of 25 F00719 072021 ed. i safety trainer or consulta t,o this Polic .environmental Inspector or consultant or other services — excluded byendorsement s. "Hostile Fire" meanse a fire which becomes uncontrollable or breaks out from where it was intended tob t. "Mobile Equipment" means a land vehicle (including any attached machinery or apparatus)whether or not self-propelled: 1, not subject to motor vehicle registration; 2, maintained for use exclusively on remises the ways Immediately adjoining;d by or rented to the Named Insured, 3, designed for use principally off public roads;or 4, designed or maintained for the sole purpose of afforingmo bilitatto equipm toent h of the following types forming an integral part of or permanently 'vehicle: (I) power cranes,shovels,loaders,diggers and drills; (ii) concrete mixers (other than the mix-In-transit type), graders, scrapers, rollers and on the road construction or repair equipment; (lit) air-compressors,pumps and generators including spraying,welding and building cleaning equipment;or (iv) geophysical exploration and well servicing equipment. j u. "Named insured" means the entity or person who, as a Health and Fitness Professional,u Group identified in the Declarations. Is identified in ltem 1.of the Declarations nd who is a Specified Member li � i'II of theRtskPrchasfing roducts factured V. "Named Insured's Products"means goods others tradingunderuits name including but not 4 sold,handled or distributed by the Named Insured or byhers limited to vitamins, dietary supplements, performance enhancing drugs and automather ed II external defibrillators. Named insured's Products includes any containerrthereof r than(otuch ( than a vehicle),but shall not include a vending machine or anyproperty, t container rented to or located for use of others but not sold. that provides ms,meals and help ,,v, "Nursing i Home" means activities andence or recreation fordwelling esidents who have physical or mental the daily living problems that keep them from living on their own and who require daily assistance. x. "Personal Injury"means: 1. Bodily injury; ' 2, false arrest, false imprisonment, wrongful eviction, detention or malicious prosecution; 3, libel, slander, defamation of character or Invasion of right of privacy, unless arising out any advertising activities;or Page 15 of 25 F00719 072021 ed. 1 on 4. wrongful eviction from, wrongful entry into, or invasi occupies,ftheight of private by oronpbehalf of its owner,of a room, wlandlord or or lessor.remises that a person y. "Policy Period" means ep he eorcanced of llation of this e between insuranc inception shown in item the 2. of the date of tons andon, expiration excludes any Extended Reporting Period. Declarations and specifically z. "Pollutants" means any solid, liquid, gaserous or thermal Irritant or contamand/or inant, including but not limited to asbestos and/or lead (or products c{i�etai borne as as fibre or lead whether or not the asbestos and/or lead is or was at any fashion particle,contained in a product,carried on clohing, smoke,vapour,sootlfumles,,acids,alkalinsmitted s,ntoxic chemicals found in any form w and waste(waste includes materials to be recycled,reconditioned or reclaimed). aa. "Predecessor Firm" means any sole proprietorship, partnership, corporation, professional association, limited liability corporation or limited liability partnership engaged in Professional Services nd to whose financial assets and liabilities the Named Insured is the successor bb. "Privacy Law"means any law or redestru latiotionof concerning the collection,use,safeguarding, handling,storage,retention cc. "Professional Athlete" means an individual or group(s) of individuals who have been paid $ year in the past 36 months, or is likely to be paid $25,000 or more inn the or more per future, ractivitiesrofesslonal sports organization, club or team fort e performance of athleticthe Inred dd. 'Professional Services" means those professional services performed by prior su rutted as a Health and Fitness Professional and listed In the Application, 11 or as approval memberfromthe Underwriters.accreditation,standards review or similar board oracommittee. or as a of a ee. "Property Damage"means: li 1, physical inJury to or destruction of tangible property,including consequential loss i of use thereof;or 1 InJured or 2 loss of use of tangible property which has not been physically destroyed. Damage" means refrigeration or air conditioning system; or e or overflow of rainter or which enters deam irectly ctly m a �1 ff. - 1 plumbing,e heating, 9 Into the building through open doors,windows,skylights,transoms or ventilators. VII. LIMIT OF LIABILITY A. Policy Aggregate Limit The Policy Aggregate Limit of Liability stated In it m 3.3.E. of Insuringeclarations Agreement Is the Underwriters'combined total limit of liability payable a Y this Policy. der 1 1 Page 16 of 25 I� F00719 072021 ed. B. Professional Liability Limit 1. The sublimit of liability stated in item 3.A.(i). of the Declarations as "Each Clai I" is the Underwriters' sublimit of Liability payable under InsuringAgreement 1. Professional Liability. 2. The isubliimitmt of of liabilityity stated in Item 3.A.(i1). of the Declarations is the payable under insuring Agreement I A 1 Underwriters' aggrega eP Professional rega Liability. C. General Liability 1. The sublimit of liability stated In Item 3.B.(i). offbt,a Declarations r as Agreement Accident" is the Underwriters' sublimit of liability pay General Liability. 2. The itsublimittitofsl liability payable under the Declarations InsuringUnderwriters' Agreementof liabiy I.A.2. General aggregate Liability. D. Fire and Water Damage Legal Liability f the ons s the mit of iof liabilityf tated in Item all Damages .C.and ndoClaimss Expenseslpayab eaunder�ini insuring Underwriters' liability Agreement I.A.3.Fire and Water Damage Legal Liability coverage resulting from any one fire/water damage. E. Medical Expenses of eclarations as"Each Person° is 1. The Underwriters't sublimit of liability f liability payabl in item e under IDnsuring Agreement I.A.4.Medical the j Expenses. 2. The sublimit of liability stated in Item 3.D.(1i). of the Declarations Is the Underwriters' able under insuring Agreement 1.A.4. Medical i aggregate sublimit of liability pay Expenses F. The Limit of Liability for any Extended Reporting Period shall be part of, and not In `l addition to,the Underwriters'Limit of Liability for the Policy Period. erage section, y one G. In the event y shall im triggers apply and the Underwriters' liability undervsuch coverage sections 'i Limit of Liability applicable Limits.of Liability. i. • combined shall not exceed the amount of the largest of the 1 VIII. DEDUCTIBLE 1 As a condition precedent to the payment by the Underwriters of any amounts due here hereunder 1 the Deductible amount stated In Item 4.of the C alms Expenses resulting frations rom each Clall be im fir by st made and the Insured of Damages and/or I Extend reported to the Underwriters during the PolicyPeriod and/or any applicable Deduting sje the Underwriters'The Underwriters hall be liable only Limit of Liability inorItem 3. f the Declarations.e amounts In excess of sThe Deductible sting t to Deductible Is in addition to the Underwriters' Limit of Liability and not part thereof. The Insured shallmake direct The Deductible is i be uninsured,e lunless othto erwisiatee agreed to arties bgnated ythe by the Underwriters. Page 17 of 25 F00719 072021 ed. ces l Underwriters led upon to pay the Deductible, the o do so atitheir sole discretion. Sluch payment shall in no — way affect but te Underwriters way affectnsu Underwriters'shalnotaffect or abrogate the obligation of the Insured to pay the ty to collect the Deductible from the Insured. The existence of "other insurance shall Deductible as required. In the event a Claim triggers coverage under more than one coverage section, ly soce Deductible shall apply and such Deductible shall be the largest Deductible applicable Claim. IX. INNOCENT INSURED Whenever coverage under this insurance would be excluded,suspended or o lost: criminal, anytoin Insured,and with respect dishonest,to which A. because of Exclusion V. 1. b. or Exclusion V.2. .b.relating _ fraudulent or malicious acts, errors or omissions by any other Insured did not pr mere participatethereo f; or personally acquiesce or remain passive after having personal knowledge or B. because of non-compliance with any condition relating to the giving of notice to the Underwriters with respect to which any other insured shall be in default solely because of the failure to give such notice or c otcealm entoof ed suchh failure erby one or more Insureds • responsible for the loss or g the Underwritersn agree that such ininsureds who did not personally ce as would otherwise be participate In committing or rded under this Policy shall be paid with respect to those In personal knowledge of(a)one or more of personally r ors or or s passive after such ex exclusion; or(b)such failure to give notice, the acts, errors or omissions described in any and after receiving provided that the condition be one with which such insured can comply, withe such ;� knowledge thereof, the Insured entitled to the benefit of Clause IX. shalllns complyp to comply h condition promptly after obtaining knowledge of the failure of any ' therewith. l be in excess s With respect to this assetstof any Insured to whe Underwriters' hom the egation toxclusion appliesay in such nand shhall be subject i of the full extent of anyny to the terms,conditions and limitations of this Policy. hiX. EXTENDED REPORTING PERIOD 24 or 36 monthd A. In the event of i cancellation or non-renewal f a this insurance shall have thettright to a 1e 2ters,the Name insured designated in ItInsured and reported to the Extended Reporting Period for C Reporting eports g Pee against, subject to the conditions set forth In Underwters during the Extended Rep Inv definitionthe tofo dednRe Repord ting Period option, the payment of the add Period herein. In order for the itions premium set Invoke the Extended P forth in Item 7. a., b. or w of the s Decrations for Wont renewal or cancellation in9 Period must be paid to the Underwriters within 30 day B. The Limit of Liabilityfor the Extended fo r the policy Period shall be part of,and not in addition to,the Underwriters'Limit of Liability C. ha inion by the for rs the purpose of renewal shall erent premium or Deductible constitute tute arrefusal it of Iability or to renew changes Policy language p by the Underwriters. Page 18 of 25 F00719 072021 ed. D. The right to the Extended Reporting Period Underwritersnot is due to non payment of premium or able to the Named insured where cancellation or non-renewal by the Underwriters failure of an Insured to pay such amounts in excess of the applicable Limit of Liability or within the applicable Deductible. E. All notices and premium payments with respect to the Extended Reporting Period shall be directed to the Underwriters through the entity named in Item 8.of the Declarations. F. At the commencement of the Extended Reporting Period, the entire premium shall be t deemed earned, and in the event the Named insured the a Uinates the t rs will endednotbe Re6 b ting to for any reason prior to its for the ExtendediReporting,Period. return any premium paid Xl. OTHER INSURANCE surance or self-insurance available able to an shall r unless such other insurance is writtenin excess of any other valid and eotible nly as specific excess Insurance available to any Insured, over the Limit of Liability of this Policy. The insurance provided for Property Damage to the structures orportions thereof thereto,nt d to or temporarily occupied by the insured, including fixtures permanentlyvalidwere collecage is pro nsu ance(includer ding any deductible portion theeof)available to th be excess insurance over e insured. collectible property XII. NOTICE OF CLAIM,OR CIRCUMSTANCE THAT MIGHT LEAD Tshall CLAIM immediately notify the A. If any Claim is made against the Insured, the Insured every Underwritersm in writing through mmons personso other procd in tem ess received Declarations Insured or its forward Beery demand, notice, provide notice in accordance with this provision is representative. The Insured's duty to pi a condition precedent to coverage. �i B. If during the Policy Period the insured first becomes aware must of ae negligent act, error rthe omission or an Accident that am d In item Claim, 'f the Declarations during the Policy Underwriters through persons Period of: 1. the specific,negligent act,error,or omission,or Accident; 11 Y 1' 2. the injury or damage which may result or has resulted from the negligent act, error,or omission or Accident;and 3. the circumstances by which the Insured first became aware of the negligent act, error or omission or Accident. h is e ect of the ritten notice subsequent end Cladeemed to have been made t the Insured made at the timecwritten noticejwas first given to notice shall be tee the Underwriters. nsidered to reported to f4 C. Claim circumstance when notice is ht lead to a receivedby the Underwriterim shall be s through persons named in � the Underwriters I Item 8.of the Declarations. D. All Claims arising out of the same,continuing or related negligent act, error or omission ort shall e nsidered a arising out of the have been made atiated the time then first of thecrela ed Claims singles Claim and deemed to Page 19 of 25 F00719 072021 ed. 1 reported to the Underwriters. Such related Claims shall be subject to the each claim Limit of Liability identified in the Declarations E. In the event of non-renewal of this insurance by the Underwriters,the insured shall have ly(30) against ethePInsuredon date during the Policy Period Period notify wh h arise out Underwriters Claims made priorrring to the termination date of the Policy Period and otherwise negligent act,error or ocove ed by this Inn or Accident surance. e. such m to be se or F. any insured shards make or otherwise Claim ,ths Policy is Policy shall becomenullland void alnd all fraudulent,as g coverage hereunder shall be forfeited. XIII. ASSISTANCE AND CO.OPERATION OF THE INSURED cluding egarding The Insured shall coverage with the underhisUPolicy,rhters in and upon hthe Underwriters'request,assist In the application and right of .contribution or making settlements, in the conduct of suits and in enforcing any 9 indemnity against any person or organization other than an employee of any Insured who may r be respect o the hInsuredii because s afforded{under this Policy.ent acts, errors or omissions or The Insured shall Accidents attend h spant to whichand ofhearings and trialsh andii assist edtshall not,except,at itsvown costdadmitning liabillty, make e ance ny payment, witnesses.t, a The expense, enter into any settlement, stipulate to payment, assume any obligation, incur any P Claim without the consent of the any judgment or award or otherwise dispose of any Underwriters. XIV, ACTION AGAINST THE UNDERWRITERS there No actionbe shlIl the with all terms of thiss unless, insu ance,condition nor until thent thereto,amount of the has been full compliancejudgment or award Insured's obligation to pay shall have been finally determined either by j g against the Insured after actual trial or arbitration or by written agreement of the Insured,the claimant and the Underwriters. No person or r lac ion or hither pros eding any tag against the under this insurance to join the Underwriters as a party to an Insured to determine theI sured's liability, nor shall the Underwriters be impleaded by the Insured or its legal representative. XV. BANKRUPTCY Bankruptcy or insolvency of the Insured or of the lnsured's estate shall not relieve the Underwriters of their obligations hereunder. XVI. SUBROGATION In the event of any payment under this insurance,son or he organization,shall be sub sated ed to all the insured's rights of recovery against any p execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing before or after the payment of Damages by the- Underwriters to prejudice such rights. 011. CHANGES shall not possessed by any agent or by any other person Noticeeffectto a r ornt ocknowledge p part of this insurance or estop the Underwriters from sa waiv ver a change in any asserting any right under the terms of this insurance;nor shall the terms of this insurance be Page 20 of 25 F00719 072021 ed. waived or changed,except by endorsement issued to form a part of this insurance,signed by _ the Underwriters. XViII. MERGERS AND ACQUISITIONS A. if during the Policy Period,the Named Insured merges or acquires an�entity tt and Named th 1, the revenues of the merged or acquired entity do not exceed for Insured's annual revenues as set forth in its most recent application insurance; 2. the business operations of the merged or acquired entity are of a similar nature to those of the Named Insured as set forth In its most recent application for insurance;and 3. the merged or acquired entity is located in the same state as the Named Insured or any subsidiary, then this Policy will automatically cover the merged or acquired entity, subject to the e terms, butconditionsonly or negligentd limitations,acts,from errors he date such or omissions or Accidents er or hat take becomes final but on y laall subsequent erged andhe merger or entities acquisition.In the event the total Policy Period exceed 25%ont of revenues of the Named of all merged acquireds application for Insurance, the above Insured's ison shall revenueslas set forthand In tany further mergers or acquisitions will be above provision no longer apply subject to Paragraph B.,below. i i ! B. In the event during the Policy Period the Named insured mergers or acquires an entity A. does not lfall oner the by ia virtueailed of then provision contained in the last sentgraph A.above,or where ence of \II, p above no l abovrthenappliest byParagraph A.above,then the Named Insured shall be required to give written notice to the rior to the completion of a merger or acquisition of the Named Ins red,andtthe pInd/or t and lye Uend dittterms exandsly reserve the conditions if this Insurat to nce is touest ditional remainpn orce remium andlor to apply am ! subsequent to any merger or acquisition. \111 XIX. ASSIGNMENT or be d interest in mpetent, of any shall cover hd is not ignable. If e lnsured`s legal e rep reprered sentative as the adjudged - incompetent, this Insured,as would be permitted by this Policy. XX. CANCELLATION 1. For the Risk Purchasing Group A. This Policy may be cancelled by the Underwriters by mailing or delivering to the Risk Purchasing Group at the address shown in the Declarations written notice stating when, not less than sixty (60) days thereafter, such cancellation shall be effective. However, if the Underwriters cancel this Insurance because the ie my the sured has failed to pay a premium when due, this Policy may be Underwriters by mailing a written notice of cancellation to the nRiot less than song Group at the address shown in the Declarations stating when, (10)days thereafter,such cancellation shall be effective.Mailing of notice shall be sufficient proof of notice. Page 21 of 25 F00719 1 072021 ed. The time of surrender or the effective date and ihour d. Uof cancellation ryr stated t permittedthe notice shall become the end of the Policy e Risk Purchasing Group or by the y — law) of such written notice either by Underwriters shall be equivalent of mailing. B. In the event of the cancellation as specif master ied in the declarations. cy1tecoverage hereunder shall run to its natural expiry datepolicy bysurrender thereof to C. The Risk Purchasing Group may cancel this master p Y the Underwriters or the Declarations,iling or written notice stating Underwriters whenthrough cancellation named In Item 8 of shall be effective. In such event,we will retain the pro rata proportion of the premium or 25%of the premium whichever is greater. 2. For the Named Insured time by written A. This insurance may be cancelled by the Named Insured at any notice or by surrender of this contract of insurance to the Underwriters through the entity named in Item 8. of the Declarations. This insurance may also be cancelled with or without notice of cancellationder of the unearned to the Named Insuredpremium the last Underwritersli by mailing mailing address known by Underwriters. The Correspondent shall maintain proof of mailing of such notice on a recognized U.S. Post Office form and acopy f notice sent shall tbe the suffic sufficient proof rof's no iceuand this The insurance shall notice as aforesaid terminate at the date and hour specified in such notice to the effective date of B. Notice of cancellation must be mailed at least 30 daysprior riot to cancellation during daysthe or first,all notices must be mailed of coverage. ftat leastr60 days P been effective for 61 days the effective date o ice shall cancellation. b given.. Where cancellation is for non-payment o ' f 1 premium,10 days n ii C. the eventpor of thereof onndUnderwriters d The earned premium shallaid premium be calculatedthe as � earned portion thereof follows: (a) If this insurance is cancelled by the Named Insured, Underwriters ,i shall retain the pro rata proportion of the premium hereon, or of any minim us premium stipulated herein. (b) if this insurance is cancelled by y Underwriters shall p the pro herein.The p premium shall be deemed fully earnedremium hereon, r ofany minimum premium stipulatedto Underwriters on or before the date of if i� reported j any Claim under this Policy is cancellation. ithe insurance was D. If this insurance has been In effect for 60ndays,f premiums(b)canrs cancel only for one of the following reasons: (a)non-pay the Insured violated any of the obtained through material misrepresentation; (c) the risk originallyolated acceptedyof terms and conditions a ed contract ntrc rtification to the of insurance of the has measurably Increased;the elo (e) Underwriters which provides State of Illinois of the loss of reinsurance by the(I)coverage Underwriters forh Director of Insurance off the State ofIlglinois that the or nti a determination by continuation of this insurance of Illinois. place Underwriters in violation oft e insurance laws of the will mail written notice of j E. if Underwriters elect not to renew this insurance, theynonrenewal to the Named Insured at the last mailing address known by e ed t least 0 s rior o the Underwriters.xpiratio The notice is insurance. and shall stateithereason for nonrenewal.. the expiration date o Page 22 of 25 ', F00719 1 072021 ed. of o h ce The Correspondent shall maintain proof such mailingon ofshch be ice onta theeo recognized Named U.S. Post 's Office forme . Thiss paragraph a py aga h shall not apply, if Underwriters have Insureds producer. p 9 p manifested their willingness to renew the termstothe e Named f the renewalure d and the Named Insured has failed to comply with XXI. SINGULAR FORM OF A WORD Whenever the singular form of a word issued,herein,the same shall include the plural when required by context. XXII. ENTIRE CONTRACT By acceptance of this Policy,the Insured agrees that the statements thisin in ther D celar Issuedions in and application are his or her agreements and representations, that reliance upon the truth of such and the Underwrites relatingons and that ls to Phis insurance.embodie all agreements existing between the Insured XXIII. NUCLEAR INCIDENT EXCLUSION The insurance provided by this Policy does not apply: A. To injury sickness,disease,death or destruction: 1, with respect to which an Insured de�nsuranc this iecissued Energy of insurance is also an Insured under a nuclear energy liability LiabilityedbyNucleare Ees or Liability Insurance Association, Mutual Atomic Energy under uc but for its tenrmination upon exhaust on of its limits oion of Canada or would be an f liability;anyor suchA. insurance 2. ect to whichfrom t person or organization e hazardous iissrequired to maintai of nuclear n financial pro and with tection ursu n any Act of 1954,or any law amendatory thereof, or �� pursuant s red Atomic Energy i (ii)the Insured is, or had this insurance not been issuedothereof undelr 1 agency any Indemnity from the United States of America,or any 9 y agency { agreement entered Into by the United States of America, or any g y ` thereof,with any person or organization. }l B. Under any Medical Payments Coverage, or under any Supplementary Payments expenses incurred with fi Provision relating to Immediate modalaseal or so surgical ideath relief, esu{ting rom the hazardous properties to bodily cl injury, sickness, properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. C. To injury,sickness,disease,death or destruction resulting from the hazardous properties of nuclear material,if or operated by or on 1, the nuclear material(i)is at any nuclear facility owned by, � behalf of,an insured or(ii)has been discharged or dispersed there from; i 2, the nuclear material is contained In spent fuel or waste at any time possessed, handled,used,processed,stored,transported or disposed of by or on behalf of an Insured;or i Page 23 of 25 F00719 072021 ed. 3. the injury, sickness, disease, death or destruction arises out of the furnishing by an Insured of services, materials,partsor equi opmeus t In n aoy n cheat with the planning, construction, maintenance, operations but if such facility Is located within the United States of Am only , itsj terrryitories or or possessions or Canada,e at suchthis exclusion nuclear facility.3. applies to destruction of property D. As used in this Section: "hazardous properties" include radioactive, toxic or explosive properties; "nuclear material" means source material, special nuclear material or by- product " "special nuclear material" and "by-product material" material; "source material", sP have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof, "spent fuel" means any fuel element or fuel component, solid or "waste"means by-product material and (11)resulting from the operation liquid,which has been used or exposed to radiation in a nuclear reactor; or 2 thereof;means anyy waste material(1)rg ninthcontaining b ny by any person or organization of any nuclear facility under paragraph (1) "nuclear facility"means 1, any nuclear reactor, or device designed or used for (I) separating the isotopes of 2 any equipment processing or utilizing spent fuel, or (iii) handling, processing or packaging iiwaste; equipment or device used for the processing, fabricating or alloying of 3. pY specialctd of the Insuerial red iatathe time premises total were such equipmentaorrial in the • deice is custody of th of or contins re than 25 grams of plutonium or ;' located consists233 of anyycombination thereof,oromore than 250 grams of uranium 235;or uranium 4. any structure,basin,excavation,premises or place prepared or used fort e storage or disposal of waste; 1 conducted of the forgoing is located, all operations remises } • and such site the site on which any e chainor sa any on such site and l or used to sustain nuclearfissionl in self-supporting r reactor" means reaction r apparatus designedrespect to injury to or destruction j t of containroe a criticalhe mass of"injury"isy or "destrue ction" Includ all forms or radioactive property, the word j contamination of property. to the It is understood and agreed that, except as specifically provided in the foregoing contrary,this Section is subject to the terms,exclusions,conditions and limitations of the i insurance to which it is attached. II XXIV. LICENSURE A. It is a condition of the coverage afforded under the Policy that the facilities of the Named with andv any ideal,d state and ocalring a cense to equirements.ice The Named be censed in Insured Insured warrantsathat with allt relevant federal, has rovision dos the apply to d healththis and fitnesst student secured all relevant unlicensed orluncertified his Health and does not o so a of a physician, nurse or other Fitness Professional who is under the direct supervision licensed or certified Health and t Fitness Professional,or a teacher or who is employed at a hospital or other licensed he r. B. al, tio the Policy Period,non or failurered's to enew,,sure status is the Named Insured shalltered give writtenrevocation, denial, suspension Page 24 of 25 E00719 072021 ed. i 1 notice of such change to Underwriters' Representative within thirty days of the change becoming effective. Fallowig receipt reements.such otice,Defin do Definitions, Exclusions, Ee Underwriters ndorsements elect, at eor of sole option, Cond to revise any Insuring 9 other th Conditions of this Policdenial, su with spension or failuredto with effect from such date of Such action does not such withdrawal,dl, revocation, Claim arisingP out. waive the Underwriters' optionUnderwriters to ill haveono obligation to respondl Clause XX of this Policy. Furthermore,Professional the al Service of Professional Services an Accident ens on or failure to renew. subsequent to the date of withdrawal,revocation,denial,suspension XXV. MULTIPLE INSURANCE POLICIES APPLYING TO THE SAME CLAIM r any other policy issued In the event de w a Claim triggersUnderwriters' r ility under thisthis Policy andcy and esuch other policy combined the Underwriters,the Unde Limits of Liability. shall not exceed the amount of the largest of the applicable XXVI. SEVERAL LIABILITY The subscribing and oi nrs'arellimited solely to contractstions under h extent of their individual subscriptions.be The are several and not joint andr the co-subscribing subscribing Underwriters o f many reas n does n are not ot satisfy all onsible oor part of its obligations. any Underwriter Page 25of25 F00719 072021 ed. Effective date of this Endorsement:<Effective Date> This Endorsement is Insurance Company,iInc. refer ed to in this endorsement as ether t Number> to and fms a part of Policy Numb h Beazley "Insurer"or the"Underwriters" POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE You are hereby notified that under the Terrorism Risk Insurance Act of 2002, as amended ("TRIA"), sing efined In Section f the Act, as amended:ided by this The term"act of teincludes losses rrorism"ut of meansts of terrorism, as any act that certified ed by the Section 102(1) of of General t ehUnited States,,to be an act of terrorismon with the ; be Secretary violent nact or Security and the Is.dange dangerous to human of th human life, property,or of nca infrastructure; vesslted In damage el or the premiseshin of the United States s,or outside the miss on; and to have ntco in the case of an of an effort to coerce the civilian population have been committed by an individual or individuals, as part by of erc United or fl purchase fonce the r"actsor of terrorism"shall expire at 12ct the conduct of the :00 midnight Decmbert31, 2027,0rcioh.Any coverage youP te date first,ch the and shalllA notrcover any losseram is s or to s terminate, wh or the afterrthe date earlier of pthese whichever occurs dates. OVIDED BY THIS POLICY FOR LOSSES CAUSED BY CERTIFIED SHOULD KNOW TERROR TERRORISM IS PARTGE IALLY REIMBURSED BY THE UNITED STATES UNDER AAER FORMULA ACTSE OF ESTABLISHED MIGHT AFFECTDL YOUR HCOV RAGE SUCH POLICY AS ANY CONTAIN EXCLUSION THER FOR EXCLUSIONS WHICH NUCLEAR EVENTS.LOSSES EXCEEDING THE STATUTORILY ESTABLISHED DEDUCTIBLE PAID BY THE TERRORISM U G THE COVERAGE. ISM INSURER(S)INSURANCE AC, AS AMENDED, CONTTAINS A USD100 BILLION CAPT THAT TLIMITS RU.S. GISK INSMRANCE GOVRNMENT REIMBURSEMENTACTS OFT RRORISMLWHEN THE AMOUNT BOF SUCH LOSSES SIN ANY ONE FROM RESULTING ALE CERTIFIED CALENDAR YEAR EXCEEDS USD100 BILLION. IF THE YOUR COVERAGE MAYEBE RE UCEDGATE ED LOSSES FOR ALL INSURERS EXCEED USD100 The portion of your annual premium that is attributable to coverage for certified acts of terrorism as defined in the Terrorism Risk Insurance Act of 2002,as amended,is$0. (LMA 9184 amended) ii Page 1 of 1 E14755 042021 ed. Effective date of this Endorsement:<Effective Date> This Endorsement is attached to and forms a part of Policy Number: <Policy Number> CLAIMS EXPENSES DISCLOSURE This endorsement modifies insurance provided under the following: HEALTH AND FITNESS PROFESSIONALS PROFESSIONAL LIABILITY AND GENERAL LIABILITY CLAIMS MADE AND REPORTED INSURANCE I hereby acknowledge and understand that Claims Expenses are subject to the Each Claim Deductible and may, reduce and completelyallhave no further obligat of tion Liability. Claims Claims Expenses or for nses exhaust dgm Limit entof or Liability, the Insurer shall settlement. Insured Signature Date Ail other terms and conditions of this Policy remain unchanged. Authorized Representative i - } B1CM000170905 Beaziey Insurance Company,Inc. Page 1 of 1 i _ Effective date of this Endorsement:<Effective Date> This Endorsement is attached to and forms a part of Policy Number:<Policy Number> Beazley Insurance Company,Inc.referred to in this endorsement as either the"insurer"or the "Underwriters" CLAIMS EXPENSES DISCLOSURE—FIRST DOLLAR CLAIMS EXPENSES COVERAGE This endorsement modifies insurance provided under the following: HEALTH AND FITNESS REPORTEDRFSIONAL PROFESSIONAL LIABILITY AND GENERAL LIABILITY CLAIMS MADE CE ce and completely haust the I Liherebymit f kno If CI imsunderstand Expensesthat exhausttthes Expenses of Liability,hue Insurer shall have no further Limit of Liability. obligation for Claims Expenses or for any Judgment or settlement. Insured Signature Date All other terms and conditions of this Policy remain unchanged. Authorized Representative Pagel of 1 E01844 022010 ed. Effective date of this Endorsement:4EffectiVe Dates This Endorsement is attached to and forms a part of Policy Number:<Policy:Number Bea=tey::Irsurance Company,Inc.referred to In this endorsement as either the`Insurer"or the "Underwriters" • COUNTERSIGNATURE ENDORSEMENT This endorsement modifies insurance provided under the following: HEALTH AND FITNESS PROFESSIONALS PROFESSIONAL LIABILITY AND GENERAL LIABILITY CLAIMS MADE AND MADEE HEALTH REPORTEDNESS LIABILITYPROFESSIONALS PROFESSIONAL The N URANCE Declar t onss Is amended byGENERAL CLAIMS the addition of thefollowing: AND Authorized Representative Date �� 07/01/2024 • 1 3 BICM000080415 Beazley Insurance Company,Inc. Page 1 of 1 1 Effective date of this Endorsement:<Effective Date> This Endorsement is attached to and forms a part of Policy Number:<Policy Number> Beaziey Insurance Company,Inc.Referred to in this endorsement as either the "Insurer"or the"Underwriters" WAR AND CIVIL WAR EXCLUSION This endorsement modifies insurance provided under the following: HEALTH AND FITNESS PROFESIONALS MADE AND REPORTERS SURANCEOFESSIONAL LIABILITY AND GENERAL LIABILITY CLAIM In consideration of the premium charged for the Policy, It is hereby understood and agreed that does cover ss notwithstanding or ndi r tly occasioned anything to th contrary, aningtained herein thro through or in cois ns quence of war,invasion,actsrof foreign ge directly or Indirectly by,happening enemies, hostilities(whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation or nationalisation or requisition or destruction of or damage to property by or under the order of any government or public or local authority. All other terms and conditions of this Policy remain unchanged. _ • Authorized Representative • jl • • { Page 1 of 1 BICMU05070406 Effective date of this Endorsement:<Effective Date> This Endorsement is attached to and forms a part of Policy Number:<Policy Number> Beazley Insurance Company,Inc.referred to In this endorsement as either the"insurer"or the "Underwriters" NUCLEAR EXCLUSION This endorsement modifies Insurance provided under the following: HEALTH AND FITNESS S PROFESSIONALS ROFESSiONAL LIABILITY AND GENERAL LIABILITY CLAIMS MADE AND E In consideration of the premium charged for the Policy,it is hereby understood and agreed that this Policy does not apply: Under any Liability Coverage,to injury,sickness,disease,death or destruction: (a) with respect to which an Insured under the Policy is also an Insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association,Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada,or would be an Insured under any such policy but for its termination upon exhaustion of Its limit of liability;or (b) resulting from the hazardous properties of nuclear material and with respect to which(1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954,or any law amendatory thereof,or(2)the Insured is,or had this Policy not been issued would be,entitled to indemnity from the United States of oAmerica,or any agency thereof,under any f America,or any agencyagreement by the United States thereof,with any person organization. ation ll. Under any Medical Payments Coverage,or under any Supplementary Payments Provision relating to immediate medical or surgical relief,to expenses incurred with respect to bodily injury, sickness,disease or death resulting from the hazardous properties of nuclear uc e r material and arising out of the operation of a nuclear facility by any personorganization. iii. Under any Liability Coverage,to injury,sickness,disease,death or destruction resulting from the hazardous properties of nuclear material,if: (a) the nuclear material(1)is at any nuclear facility owned by,or operated by or on behalf of,an insured or(2)has been discharged or dispersed therefrom; (b) the nuclear material Is contained In spent fuel or waste at any time possessed,handled, used,processed,stored,transported or disposed of by or on behalf of an insured;or (c) the injury,sickness,disease,death or destruction arises out of the furnishing by an insured of services,materials,parts or equipment in connection with the planning, construction,maintenance,operation or use of any nuclear facility,but if such facility Is located within the United States of America,its territories or possessions or Canada,this exclusion(c)applies only to injury to or destruction of property at such nuclear facility. IV. As used in this endorsement: "hazardous properties"include radioactive,toxic or explosive properties;"nuclear material" means source material,special nuclear material or by-product material;"source material", Page lof2 B1CMU05090406 "have the ven em in the "special nuclear material",and"by-product thereof;r "spent fuel"means only fuel helemeni ofuel Atomic Energy Act 1954 or in any law amendatoryn component,solid or liquid,which has been used or exposed to t radi al andin(2)resulting r acto the ctor; "waste"means any waste material(1)containing by-product o operation by any person or organization of any nuclear facility Included within the definition of nuclear facility under paragraph(a)or(b)thereof;"nuclear facility"means: (a) any nuclear reactor, (b) any equipment or device designed or used for(1)separating the isotopes of uranium or plutonium,(2)processing or utilizing spent fuel,or(3)handling,processing or packaging waste, (c) any equipment or device used for the processing,fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device Is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof,or more than 250 grams of uranium 235, (d) any structure,basin,excavation,premises or place prepared or used for the storage or disposal of waste, and Includes the site on which any of the foregoing is located,all operations conducted designed site and all premises used for such operations;"nuclear'reactor"means any apparatus or used to sustain nuclear fission in a self-supporting chain reaction or to conttaiino�d critical mass of fissionable material. IN "destruction"includes all fo forms respect r radioactive tcontaminat coo or ntamination property. AU other terms and conditions of this Policy remain unchanged. Authorized Representative 1' Page 2 of 2 BICMU05090406 Effective date of this Endorsement:<Effective Date> This Endorsement is attached to and forms a part of Policy Number:<Policy Number> Beaziey Insurance Company,Inc.referred to In this endorsement as either the "Insurer"or the"Underwriters" SANCTION LIMITATION AND EXCLUSION CLAUSE This endorsement modifies Insurance provided under the following: HEALTH SS REPORTED RFSIONALS PROFESSIONAL LIABILITY AND GENERAL LIABILITY CLAIMS MADE AND E No (re)insurer shall be deemed to provide cover and no (re)insurer shall be liable tot pay o such Cany laim or aim or provide any benefit hereunder to the extent that the provision of such cover, pay menprovision of such benefit would expose that (re)insurer to any sanction, prohibition or restriction under United'.Nations resolutions or the trade or economic sanctions,law or regulations of the European Union, United Kingdom or United States of America. All other terms and conditions of this Policy remain unchanged. Authorized Representative 1 { E02804 Page 1 of 1 032011 ed. Effective date of this Endorsement:<Effective Date> This Endorsement is attached to and forms a part of Policy Number:<Policy Number> Beaziey Insurance Company,Inc.referred to In this endorsement as either the "Insurer"or the"Underwriters" CAP ON LOSSES ARISING OUT OF CERTIFIED ACT OF TERRORISM This endorsement modifies Insurance provided under the following: HEALTH AND FITNESS PROFESSIONALSREPORTED INSURANCE AL LIABILITY AND GENERAL LIABILITY CLAIMS MADE A A. If aggregate Insured losses attributable to"Certified Acts of Terrorism"exceed$100,000,000,000 in a calendar year and the Underwriters meet the applicable insurer deductible under theonion of the Terrorism Risk Insurance Act,the Underwriters are not liable for the payment of any p ect tamunt ofo pro rata alloe cat on inxaccordance eceeing 0wi h procedures 0,000,000,000.lestabl shed by thensured losses up Secretary o that amount rSec et ry of the Tree asury. p B. Mused in this endorsement,"Certified Act of Terrorism"means any act that is certified by the Secretary of the Treasury,In consultation with the Secretary of Homeland Security and the Attorney General of the United States,to ra tructu e;e an act of ttorhave res orism;toted ine a iolent damage within the act or an act that is dangerous to human life,property, 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 tcivilian Statpo elatioGovern of the ent by ceUnited States or to influence the policy or affect the conduct of the United icability or ion of a rorism C. coverage for exclusions,or the or damageaothlerwiise excluded sunder thisr exclusion,do not create Policy, All other terms,exclusions and conditions of the policy remain unchanged. Authorized Representative E14756 Page 1 of 042021 ed. Effective date of this Endorsement:<Effective Date> This Endorsement Is attached to and forms a part of ber:<Policy Number> <Insurer>Referred to in this endorsement as either the"InsurerNu "or the"Underwriters" SANCTION LIMITATION AND EXCLUSION CLAUSE This endorsement modifies Insurance provided under the following: HEALTH AND FITNESS PROFESSIONALS PROFESSIONAL LIABILITY AND GENERAL LIABILITY CLAIMS MADE AND REPORTED INSURANCE Beazley Insurance Company, Inc.shall not be deemed to provide coverage and shall not be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover,payment of such claim or provision of such benefit would expose Beazley Insurance Company, Inc. to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, law or regulations of the European Union, United Kingdom or United States of America. • All other terms and conditions of this Policy remain unchanged. Authorized Representative 11 is Page 1 of*I E02804A Ii 042011 ed. Effective date of this Endorsement:<Effective Date> This Endorsement is attached to and forms a part of Policy Number:<Policy Number> ' Beazley Insurance Company,inc.referred to in this endorsement as either the"Insurer"or the "Underwriters" CRISIS EVENT COVERAGE This endorsement modifies Insurance provided under the following: HEALTH AND FITNESS PROFESSIONALS PROFESSIONAL LIABILITY AND GENERAL LIABILITY CLAIMS MADE AND REPORTED INSURANCE In consideration of the premium charged for the Policy,it Is hereby understood and agreed that solely for purposes of this endorsement 1. Clause II. SUPPLEMENTARY PAYMENTS-INSURING AGREEMENTS I.A.1. AND I.A.2. is amended by the addition of the following: 4. The underwriters will reimburse the Named Insured up to a maximum of $25,000 aggregate during any one Policy Period for fees paid to a public relations or crisis management firm approved by underwriters for services related to a Crisis Event that first occurs and is reported to underwriters during the policy period. 2. Clause VI.DEFINITIONS is amended by the addition of the following: Crisis Event means an incident of workplace violence or other event leading to the death or amed d willi havineg ainess or material Ju adverse effectof one or re upon ponrsons,that the the Named hin ured sinsured reasonably reputation for providing Professional Services to others All other terms and conditions of this Policy remain unchanged. Authorized Representative • E14762 Page 1 of 1 042021 ed. Effective date of this Endorsement:<Effective Date> This Endorsement is attached to and forms a part of Policy Number:<Policy Number> Beazley Insurance Company, Inc.referred to In this endorsement as either the "Insurer"or the"Underwriters" DELETE EXCLUSION V.1.K This endorsement modifies insurance provided under the following: HEALTH AND FITNESS PROFESSIONALS PROFESSIONAL LIABILITY AND GENERAL LIABILITY CLAIMS MADE AND REPORTED INSURANCE In consideration of the premium charged for the Policy, it Is hereby understood and agreed that it Is hereby understood and agreed that Clause V.1. Exclusions applicable to Insuring Agreement I.A.1,Professional Liability,paragraph k.Is deleted. All other terms and conditions of this Policy remain unchanged. Authorized Representative Page 1 of 1 E14763 042021 ed. BeazleyInsurance Company, Inc. 30 Batterson Park Road Farmington,CT 06032 Tel: (860)677-3700 Fax: (860)679-0247 MICHIGAN DISCLAIMER: THIS POLICY IS ODE OF 1�9 bPT FR9 6 PA 21OM THE 18, M.C.LNG R5 OE2236 S OF SECTION 2236 OF THE INSURANCE C , { Page 1 of 1 BICM000161106MI • Beazley Insurance Company, inc. 30 Batterson Park Road Farmington,CT 06032 Tel: (860)677-3700 Fax: (860)679-0247 BICM000091106 Page 1 of 1 3