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HomeMy WebLinkAboutCAG2022-401 - Original - Sound Integrated Health, LLC (SIH) - Case Management and Support Services - 10/13/2022CAG2022-401 Margaret Yetter 10/11/2022 10/14/2022 N/A M00048 State Sound Integrated Health, LLC Grant: Non-Real Property 2496090 Original Professional Services Agreement Provide case management and support services to defendants identified by the Kent Municipal Court who have a history of substance use or mental health issues, or both, and are in need of Contractor's assistance to connect with community resources, support services, and treatment. $35,000 Other 10/11/22 Contract CAG2022-401 10/12/22 10/13/22 PROFESSIONAL SERVICES AGREEMENT - 1 (Over $20,000) PROFESSIONAL SERVICES AGREEMENT between the City of Kent and Sound Integrated Health, LLC THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Sound Integrated Health, LLC organized under the laws of the State of Washington, located and doing business at 3640 S. Cedar Street, Suite M, Tacoma, WA 98409-5700 (hereinafter the "Contractor"). I. DESCRIPTION OF WORK. The Contractor shall perform the following services for the City: Provide case management and support services to defendants identified by the Kent Municipal Court who have a history of substance use or mental health issues, or both, and are in need of Contractor's assistance to connect with community resources, support services, and treatment. Contractor’s services shall include: 1. Providing one case manager to be available as follows: a. Appear in person at the Kent Municipal Court two days per week, on days mutually agreed to by Contractor and the Kent Municipal Court, from 9 a.m. until 4:30 p.m.; b. Appear at each Community Court session beginning October 3, 2022; and c. By telephone, email, and at Contractor’s office location, as the Contractor and Kent Municipal Court may mutually agree. If Contractor’s availability is by phone or email, Contractor shall respond to requests within 24 hours. When the case manager appears and works at the Kent Municipal Court, the City will provide Contractor’s case manager with sufficient space and equipment necessary for the case manager to perform the contract work. When the case manager performs services outside of the Kent Municipal Court, the Contractor will be responsible for providing case manager with any space or equipment necessary to perform the contract work. 2. Providing consultation services, including conducting Risk and Needs Assessments as requested by the Kent Municipal Court; 3. Providing defendants with treatment referrals and resources through Kent Community Court, coordinating defendants’ connection with resources through public defenders and defense counsel, and overseeing defendants’ participation in Community Court and compliance with recommended treatment. PROFESSIONAL SERVICES AGREEMENT - 2 (Over $20,000) 4. Coordinating with other providers through the City of Kent Corrections Facility to evaluate referred defendants’ overall health and treatment needs. 5. Providing connection to treatment services and other resources available through community court. The City agrees to provide referred defendants with any telecommunication access they may need at the Kent Municipal Court to engage in services as Contractor may recommend. The City may also provide bus passes as some defendants may require to allow them to overcome transportation barriers that may limit their ability to engage treatment or access other needed services. 6. Prepare and submit monthly reports to the Kent Municipal Court that identify for the preceding month: the number of resources connected to and the results of those connections, any adjustments based on needs assessments, program participants, the services provided to program participants, the cost of services provided to program participants, other costs accrued to support the program, and any challenges faced. Treatment services shall be reported and invoiced separately from Contractor’s case management, consultation, referral, and support services. 7. Contractor will provide case management, support, and consultation services, and a risk and needs assessment to defendants as requested by the Kent Municipal Court and as agreed to by defendants and their counsel. The Contractor further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement, and the Contractor shall complete the work by June 30, 2023. III. COMPENSATION. The City shall pay the Contractor a total amount not to exceed $35,000 for the work performed under this Agreement. For Contractor’s case management services, the City agrees to pay the Contractor a flat fee of $3,500 per month, which includes $3,000 monthly for Contractor’s case management services and $500 monthly for Contractor’s administrative expenses. Case management services provided for a partial month shall be prorated. The Contractor shall invoice the City monthly based on time and materials incurred during the preceding month. All rates charged shall remain locked at the negotiated rates throughout the term of this Agreement. Card Payment Program. The Contractor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Contractor. If the Contractor voluntarily participates in this Program, the Contractor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Contractor shall not charge those fees back to the City. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Contractor maintains and pays for its own place of business from which the Contractor’s services under this Agreement will be performed. PROFESSIONAL SERVICES AGREEMENT - 3 (Over $20,000) C. The Contractor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Contractor’s services, or the Contractor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Contractor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Contractor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Contractor’s business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Contractor maintains a set of books dedicated to the expenses and earnings of its business. V. CONFIDENTIALITY OF MEDICAL RECORDS. Confidentiality of medical records will be assured by Contractor in accordance with HIPAA (Health Insurance Portability and Accountability Act) and other applicable state and federal laws and regulations, also recognizing that relevant information or a copy of the records may be forwarded to appropriate facilities or to other health care providers as authorized by law. All medical records will be maintained by the Contractor’s electronic medical records system and kept separate from Contractor’s case management records. Inactive medical records will be maintained and retained in accordance with the retention laws and schedules of the State of Washington. Data necessary for purposes of reporting under this Agreement or the related grant funding agreement will be provided to the Kent Municipal Court, but that data shall not include confidential medical information the Contractor is required by law to protect. VI. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) calendar days written notice at its address set forth on the signature block of this Agreement. VII. FORCE MAJEURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government (“force majeure event”). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Contractor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Contractor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. PROFESSIONAL SERVICES AGREEMENT - 4 (Over $20,000) If a force majeure event occurs, the City may direct the Contractor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Contractor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Contractor. VIII. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Contractor, its subcontractors, or any person acting on behalf of the Contractor or subcontractor shall not discriminate against any person who is qualified and available to perform the work to which the employment relates as provided for by the City of Kent’s Equal Employment Opportunity Policy. The Contractor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. IX. INDEMNIFICATION. The Contractor shall defend, indemnify, and hold the City, its officers, officials, employees, agents, and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Contractor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. The provisions of this section shall survive the expiration or termination of this Agreement. In the event the Contractor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Contractor’s part, then the Contractor shall pay all the City’s costs for defense, including all reasonable expert witness fees and reasonable attorneys’ fees, plus the City’s legal costs and fees incurred because there was a wrongful refusal on the Contractor’s part. X. INSURANCE. The Contractor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit A attached and incorporated by this reference. XI. CONTRACTOR’S WORK AND RISK. The Contractor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Contractor’s business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those services. All work shall be done at the Contractor's own risk, and the Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties’ performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the PROFESSIONAL SERVICES AGREEMENT - 5 (Over $20,000) parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section IX of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Contractor. G. Entire Agreement.The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. Should any language in any of the exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Public Records Act. The Contractor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Contractor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Contractor agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. I. City Business License Required. Prior to commencing the tasks described in Section I, the Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. J. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. / / / / / / / / PROFESSIONAL SERVICES AGREEMENT - 6 (Over $20,000) CONTRACTOR: Sound Integrated Health, LLC Its: Managing Partner DATE: 10/05/2022 CITY: City of Kent By: Print Name: Dana Ralph Its Mayor DATE: NOTICES TO BE SENT TO: CONTRACTOR: Attn: Roxanne Kerpen, Practice Director Sound Integrated Health, LLC 3640 S. Cedar Street, Suite M Tacoma, WA 98405 (555) 887-6869 (telephone) (253) 799-7197 (facsimile) roxanne@SafeAndSoundRecovery.com NOTICES TO BE SENT TO: CITY OF KENT: Attn: Margaret Yetter, Court Administrator Kent Municipal Court 1220 Central Avenue South Kent, WA 98032 (253) 856-5735 (telephone) (253) 856-6730 (facsimile) myetter@KentWA.gov APPROVED AS TO FORM: Kent Law Department ATTEST: Kent City Clerk DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City’s equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City’s sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. Dated this 10th day of October , 2022_. By: For: Sound Integrated Health LLC Title: Managing Partner Date:10/11/2022 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City’s nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City’s equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. Dated this day of , 20____. By: ___________________________________________ For: __________________________________________ Title: _________________________________________ Date: _________________________________________ EXHIBIT AINSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 3. Professional Liability insurance appropriate to the Consultant’s profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $4,000,000 general aggregate. 2. Professional Liability insurance shall be written with limits no less than 1,000,000 per claim. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: EXHIBIT A (Continued) 1. The Consultant’s insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it. 2. The Consultant’s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant’s Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer’s liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER: $ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 10/3/2022 14761 Sound Integrated Health LLC Dr. Atif Mian MD 3640 S Cedar St Suite M Tacoma, WA 98409 A 2,000,000 X BOP0017308 4/5/2022 4/5/2023 10,000 4,000,000 2,000,000 City of Kent Attn: Margaret Yetter, Court Administrator Kent Municipal Court 1220 Central Ave South Kent, WA 98032 SOUNINT-01 BGRAHN Pilkey, Hopping & Ekberg, Inc 2102 N Pearl St, Ste 102 Tacoma, WA 98406 Bailie Grahn bgrahn@pheinsurance.com Mutual of Enumclaw Ins Co BUSINESSOWNERS EB 99 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM (The Coverages and Limits shown below are subject to the terms and conditions found in the remainder of this Endorsement.) Schedule 1. Covered Property Signs attached to buildings and business personal property. 2. Additional Coverages a. Debris Removal b. Preservation of Property c. Fire Department Service Charge d. Collapse e. Water Damage, Other Liquids, Powder Or Molten Material Damage f. Business Income g. Extra Expense h. Pollutant Clean -Up And Removal i. Civil Authority j. Money Orders And "Counterfeit Money" k. Employee Dishonesty I. Forgery Or Alteration m. Ordinance Or Law Coverage - Blanket - Coverages 1, 2 and 3 n. Business Income From Dependent Properties o. Glass Expenses p. Fire Extinguisher Systems Recharge Expense q. Electronic Data r. Interruption Of Computer Operations s. Limited Coverage For "Fungi", Wet Rot Or Dry Rot t. Lock And Key Replacement u. Utility Services v. Reward Payment w. Inventory And Loss Adjustment Expense x. Back -Up of Sewers, Drains or Sumps y. Money and Securities z. Fine Arts aa. Voluntary Parting 3. Coverage Extensions a. Newly Acquired Or Constructed Property Buildings Business Personal Property b. Personal Property Off -Premises Including Transportation c. Outdoor Property d. Personal Effects And Property Of Others e. Valuable Papers and Records f. Accounts Receivable g. Detached Signs h. Business Personal Property Temporarily In Portable Storage Units 4. Limits Of Insurance 5. Deductibles 6. Loss Payment 7. Optional Coverages 8. Other Insurance Condition 9. Definitions 10. Additional Insured - Building Owner 11. Blanket Additional Insured Limits of Insurance $25,000 60 days $15,000 Refer to Page 3 Refer to Page 4 Actual Loss Sustained Actual Loss Sustained $15,000 4 weeks/72 hr. deductible $5,000 $15,000 $15,000 $100,000 $10,000 Refer to Page 9 $10,000 $25,000 $25,000 $15,000 $2,500 $10,000 $10,000 $5,000 $25,000 $10,000 Inside/$2,000 Outside $10,000 $10,000 $500,000 $250,000 $25,000 $10,000/$1,000 per tree, shrub or plant $2,500 per person/$10,000 maximum $25,000 On Premises/$5,000 Off Premises $25,000 On Premises/$5,000 Off Premises $10,000 $10,000 EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 20 The proximity limitation found anywhere within the Businessowners Policy is amended from "within 100 feet" of the described premises, to "within 1,000 feet" of the described premises. 1. The following is added to Paragraph A.1. - Covered Property in Section I — Property of the Businessowners Coverage Form. a. Buildings (7) Signs attached to buildings. b. Business Personal Property (6) Signs attached to buildings. Paragraph 5. Additional Coverages in Section I — Property is deleted in its entirety and replaced by the following: a. Debris Removal (1) Subject to Paragraphs (2), (3) and (4), we will pay your expense to remove debris of Covered Property and other debris that is on the described premises, when such debris is caused by or results from a Covered Cause of Loss that occurs during the policy period. The expenses will be paid only if they are reported to us in writing within 180 days of the date of direct physical loss or damage. (2) Debris Removal does not apply to costs to: (a) Remove debris of property of yours that is not insured under this policy, or property in your possession that is not Covered Property; (b) Remove debris of property owned by or leased to the landlord of the building where your described premises are located, unless you have a contractual responsibility to insure such property and it is insured under this policy; (c) Remove any property that is Property Not Covered, including property addressed under the Outdoor Property Coverage Extension; (d) Remove property of others of a type that would not be Covered Property under this policy; (e) Remove deposits of mud or earth from the grounds of the described premises; (f) Extract "pollutants" from land or water; or (g) Remove, restore or replace polluted land or water. (3) Subject to the exceptions in Paragraph (4), the following provisions apply: Insurance applicable to the Covered Property that has sustained loss or damage. (b) Subject to Paragraph (3)(a) above, the amount we will pay for debris removal expense is limited to 25% of the sum of the deductible plus the amount that we pay for direct physical loss or damage to the Covered Property that has sustained loss or damage. However, if no Covered Property has sustained direct physical loss or damage, the most we will pay for removal of debris of other property (if such removal is covered under this Additional Coverage) is $5,000 at each location. (4) We will pay up to an additional $25,000, unless a higher limit of insurance is shown in the Declarations, for debris removal expense, for each location, in any one occurrence of physical loss or damage to Covered Property, if one or both of the following circumstances apply: (a) The total of the actual debris removal expense plus the amount we pay for direct physical loss or damage exceeds the Limit of Insurance on the Covered Property that has sustained loss or damage. (b) The actual debris removal expense exceeds 25% of the sum of the deductible plus the amount that we pay for direct physical loss or damage to the Covered Property that has sustained loss or damage. Therefore, if Paragraphs (4)(a) and/or (4)(b) apply, our total payment for direct physical loss or damage and debris removal expense may reach but will never exceed the Limit of Insurance on the Covered Property that has sustained loss or damage, plus $25,000. b. Preservation of Property If it is necessary to move Covered Property from the described premises to preserve it from loss or damage by a Covered Cause of Loss, we will pay for any direct physical loss of or damage to that property: (1) While it is being moved or while temporarily stored at another location; and (a) The most that we will pay for the total (2) Only if the loss or damage occurs within 60 of direct physical loss or damage plus days after the property is first moved. debris removal expense is the Limit of EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2 of 20 c. Fire Department Service Charge When the fire department is called to save or protect Covered Property from a Covered Cause of Loss, we will pay up to $15,000 for service at each premises described in the Declarations. Such limit is the most we will pay regardless of the number of responding fire departments or fire units, and regardless of the number or type of services performed. This Additional coverage applies to your liability for fire department service charges: (1) Assumed by contract or agreement prior to loss; or (2) Required by local ordinance. d. Collapse The coverage provided under this Additional Coverage — Collapse applies only to an abrupt collapse as described and limited in Paragraphs d.(1) through d.(7). (1) For the purpose of this Additional Coverage — Collapse, abrupt collapse means an abrupt falling down or caving in of a building or any part of a building with the result that the building or part of the building cannot be occupied for its intended purpose. (2) We will pay for direct physical loss or damage to Covered Property, caused by abrupt collapse of a building or any part of a building that is insured under this policy or that contains Covered Property insured under this policy, if such collapse is caused by one or more of the following: (a) Building decay that is hidden from view, unless the presence of such decay is known to an insured prior to collapse; (b) Insect or vermin damage that is hidden from view, unless the presence of such damage is known to an insured prior to collapse; (c) Use of defective material or methods in construction, remodeling or renovation if the abrupt collapse occurs during the course of the construction, remodeling or renovation; (d) Use of defective material or methods in construction, remodeling or renovation if the abrupt collapse occurs after the construction, remodeling or renovation is complete, but only if the collapse is caused in part by: (i) A cause of loss listed in Paragraph (2)(a) or (2)(b); (ii) One or more of the "specified causes of loss"; (iii) Breakage of building glass; (iv) Weight of people or personal property; or (v) Weight of rain that collects on a roof. (3) This Additional Coverage — Collapse does not apply to: (a) A building or any part of a building that is in danger of falling down or caving in; (b) A part of a building that is standing, even if it has separated from another part of the building; or (c) A building that is standing or any part of a building that is standing, even if it shows evidence of cracking, bulging, sagging, bending, leaning, settling, shrinkage or expansion. (4) With respect to the following property: (a) Awnings; (b) Gutters and downspouts; (c) Yard fixtures; (d) Outdoor swimming pools; (e) Piers, wharves and docks; (f) Beach or diving platforms or appurtenances; (g) Retaining walls; and (h) Walks, roadways and other paved surfaces; if an abrupt collapse is caused by a cause of loss listed in Paragraphs (2)(a) through (2)(d), we will pay for loss or damage to that property only if such loss or damage is a direct result of the abrupt collapse of a building insured under this policy and the property is Covered Property under this policy. (5) If personal property abruptly falls down or caves in and such collapse is not the result of abrupt collapse of a building, we will pay for loss or damage to Covered Property caused by such collapse of personal property only if: (a) The collapse of personal property was caused by a cause of loss listed in Paragraphs (2)(a) through (2)(d) of this Additional Coverage; (b) The personal property which collapses is inside a building; and (c) The property which collapses is not of a kind listed in Paragraph (4), regardless of whether that kind of property is considered to be personal property or real property. EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 3 of 20 The coverage stated in this paragraph (5) (i) The portion of the building which does not apply to personal property if you rent, lease or occupy; marring and/or scratching is the only (ii) The area within 1,000 feet of the damage to that personal property caused building or within 1,000 feet of the by the collapse. premises described in the (6) This Additional Coverage — Collapse does Declarations, whichever distance not apply to personal property that has not is greater (with respect to loss of or abruptly fallen down or caved in, even if the damage to personal property in the personal property shows evidence of open or personal property in a cracking, bulging, sagging, bending, vehicle); and leaning, settling, shrinkage or expansion. (iii) Any area within the building or at (7) This Additional Coverage — Collapse will the described premises, if that area not increase the Limits of Insurance pro- services, or is used to gain access vided in this policy. to, the portion of the building which (8) The term Covered Cause of Loss includes you rent, lease or occupy. the Additional Coverage — Collapse as (b) We will only pay for loss of Business described and limited in Paragraphs d.(1) Income that you sustain during the through d.(7). "period of restoration" and that occurs e. Water Damage, Other Liquids, Powder Or within 12 consecutive months, unless a Molten Material Damage revised period of indemnity is shown in the Declarations, after the date of direct If loss or damage caused by or resulting from physical loss or damage. We will only covered water or other liquid, powder or molten pay for ordinary payroll expenses for material occurs, we will also pay the cost to tear 60 days following the date of direct out and replace any part of the building or physical loss or damage, unless a structure to repair damage to the system or greater number of days is shown in the appliance from which the water or other Declarations. substance escapes. (c) Business Income means: We will not pay the cost to repair any defect that caused the loss or damage, but we will pay (i) Net Income (Net Profit Loss the cost to repair or replace damaged parts of before income taxesthatt would fire extinguishing equipment if the damage: i have been earned or incurred if no physical loss or damage had (1) Results in discharge of any substance from occurred, but not including any Net an automatic fire protection system; or Income that would likely have been (2) Is directly caused by freezing. earned as a result of an increase in f. Business Income the volume of business due to (1) Business Income favorable business conditions caused by the impact of the (a) We will pay for the actual loss of Covered Cause of Loss on Business Income you sustain due to customers or on other businesses; the necessary suspension of your and "operations" during the "period of (ii) Continuing normal operating restoration". The suspension must be expenses incurred, including caused by direct physical loss of or payroll. damage to property at the described premises. The loss or damage must be (d) Ordinary payroll expenses: caused by or result from a Covered (i) Means payroll expenses for all Cause of Loss. With respect to loss of your employees except: or damage to personal property in the i. Officers; open or personal property in a vehicle, the described premises include the ii. Executives; area within 1,000 feet of such ill. Department Managers; premises. iv. Employees under contract; With respect to the requirements set and forth in the preceding paragraph, if you v. Additional Exemptions shown occupy only part of a building, your in the Declarations as: premises means: EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 4 of 20 • Job Classifications; or • Employees. (ii) Include: i. Payroll; ii. Employee benefits, if directly related to payroll; iii. FICA Payments you pay; iv. Union dues you pay; and v. Workers' compensation premiums. (2) Extended Business Income (a) If the necessary suspension of your "operations" produces a Business Income loss payable under this policy, we will pay for the actual loss of Business Income you incur during the period that: (1) Begins on the date property except finished stock is actually repaired, rebuilt or replaced and "operations" are resumed; and (ii) Ends on the earlier of: I. The date you could restore your "operations", with reasonable speed, to the level which would generate the Business Income amount that would have existed if no direct physical loss or damage had occurred; or ii. 60 consecutive days after the date determined in Paragraph (a)(i) above. However, Extended Business Income does not apply to loss of Business Income incurred as a result of unfavorable business conditions caused by the impact of the Covered Cause of Loss in the area where the described premises are located. (b) Loss of Business Income must be caused by direct physical loss or damage at the described premises caused by or resulting from any Covered Cause of Loss. (3) With respect to the coverage provided in this Additional Coverage, suspension means: (a) The partial slowdown or complete cessation of your business activities; or (b) That a part or all of the described premises is rendered untenantable, if coverage for Business Income applies. (4) This Additional Coverage is not subject to the Limits of Insurance of Section I — Property. g. Extra Expense (1) We will pay necessary Extra Expense you incur during the "period of restoration" that you would not have incurred if there had been no direct physical loss or damage to property at the described premises. The loss or damage must be caused by or result from a Covered Cause of Loss. With respect to loss of or damage to personal property in the open or personal property in a vehicle, the described premises include the area within 1,000 feet of such premises. With respect to the requirements set forth in the preceding paragraph, if you occupy only part of a building, your premises means: (a) The portion of the building which you rent, lease or occupy; (b) The area within 1,000 feet of the building or within 1,000 feet of the premises described in the Declarations, whichever distance is greater (with respect to loss of or damage to personal property in the open or personal property in a vehicle); and (c) Any area within the building or at the described premises, if that area services, or is used to gain access to, the portion of the building which you rent, lease of occupy. (2) Extra Expense means expense incurred: (a) To avoid or minimize the suspension of business and to continue "operations": (1) At the described premises; or (ii) At the replacement premises or at temporary locations, including relocation expenses, and costs to equip and operate the replacement or temporary locations. (b) To minimize the suspension of business if you cannot continue "operations". (c) To: (i) Repair or replace any property; or (ii) Research, replace or restore the lost information on damaged "valuable papers and records"; To the extent it reduces the amount of loss that otherwise would have been payable under this Additional Coverage or Additional Coverage f. Business Income. EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 5 of 20 3) With respect to the coverage provided in this Additional Coverage, suspension means: (a) The partial slowdown or complete cessation of your business activities, or (b) That part or all of the described premises is rendered untenantable, if coverage for Business Income applies. (4) We will only pay for Extra Expense that occurs within 12 consecutive months, unless a revised period of indemnity is shown in the Declarations, after the date of direct physical loss or damage. This Additional Coverage is not subject to the Limits of Insurance of Section I — Property. h. Pollutant Clean-up And Removal We will pay your expense to extract "pollutants" from land or water at the described premises if the discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused by or results from a Covered Cause of Loss that occurs during the policy period. The expenses will be paid only if they are reported to us in writing within 180 days of the date on which the Covered Cause of Loss occurs. This Additional Coverage does not apply to costs to test for, monitor or assess the existence, concentration or effects of "pollutants". But we will pay for testing which is performed in the course of extracting the "pollutants" from the land or water. The most we will pay for each location under this Additional Coverage is $15,000 for the sum of all such expenses arising out of Covered Causes of Loss occurring during each separate 12-month period of this policy. i. Civil Authority When a Covered Cause of Loss causes damage to property other than property at the described premises, we will pay for the actual loss of Business Income you sustain and necessary Extra Expense caused by action of civil authority that prohibits access to the described premises, provided that both of the following apply: (1) Access to the area immediately surrounding the damaged property is prohibited by civil authority as a result of the damage, and the described premises are within that area but are not more than one mile from the damaged property; and (2) The action of civil authority is taken in response to dangerous physical conditions resulting from the damage or continuation of the Covered Cause of Loss that caused the damage, or the action is taken to enable a civil authority to have unimpeded access to the damaged property. Civil Authority Coverage for Business Income will begin 72 hours after the time of the first action of civil authority that prohibits access to the described premises and will apply for a period of up to four consecutive weeks from the date on which such coverage began. Civil Authority Coverage for necessary Extra Expense will begin immediately after the time of the first action of civil authority that prohibits access to the described premises and will end: (1) Four consecutive weeks after the date of that action; or (2) When your Civil Authority Coverage for Business Income ends; whichever is later. The definitions of Business Income and Extra Expense contained in the Business Income and Extra Expense Additional Coverages also apply to this Civil Authority Additional Coverage. The Civil Authority Additional Coverage is not subject to the Limits of Insurance of Section I — Property. j. Money Orders And "Counterfeit Money" We will pay for loss resulting directly from your having accepted in good faith, in exchange for merchandise, "money" or services: (1) Money orders issued by any post office, express company or bank that are not paid upon presentation; or (2) "Counterfeit money" that is acquired during the regular course of business. The most we will pay for any loss under this Additional Coverage is $5,000. No Deductible applies to this Additional Coverage. k. Employee Dishonesty (1) We will pay for direct loss of or damage to Business Personal Property and "money" and "securities" resulting from dishonest acts committed by any of your employees acting alone or in collusion with other persons (except you or your partner) with the manifest intent to: (a) Cause you to sustain loss or damage; and also (b) Obtain financial benefit (other than salaries, commissions, fees, bonuses, promotions, awards, profit sharing, pensions or other employee benefits earned in the normal course of employment for: EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 6 of 20 (i) Any employee; or (ii) Any other person or organization. (2) We will not pay for loss or damage: (a) Resulting from any dishonest or criminal act that you or any of your partners commit whether acting alone or in collusion with other persons. (b) Resulting from any dishonest act committed by any of your employees (except as provided in Paragraph a.), "managers" or directors: (i) Whether acting alone or in collusion with other persons; or (ii) While performing services for you or otherwise. (c) The only proof of which as to its existence or amount is: (1) An inventory computation; or (ii) A profit and loss computation. (d) Caused by an employee if the employee had also committed theft or any other dishonest act prior to the effective date of this policy and you or any of your partners, "members", "managers", officers, directors or trustees, not in collusion with the employee, learned of that theft or dishonest act prior to the policy period shown in the Declarations. (3) The most we will pay for loss or damage in any one occurrence is: (a) $15,000; or (b) the Limit of Insurance shown in the Declarations for Employee Dishonesty; whichever is greater. (4) All loss or damage: (a) Caused by one or more persons; or (b) Involving a single act or series of related acts; is considered one occurrence. (5) We will pay only for loss or damage you sustain through acts committed or events occurring during the Policy Period. Regardless of the number of years this policy remains in force or the number of premiums paid, no Limit of Insurance cumulates from year to year or period to period. (6) This Additional Coverage does not apply to any employee immediately upon discovery by: (a) You; or (b) Any of your partners, officers or directors not in collusion with the employee; of any dishonest act committed by that employee before or after being hired by you. (7) We will only pay for covered loss or damage sustained during the policy period and discovered no later than one year from the end of the Policy Period. (8) If you (or any predecessor in interest) sustained loss or damage during the period of any prior insurance that you could have recovered under that insurance except that the time within which to discover loss or damage had expired, we will pay for it under this Additional Coverage, provided: (a) This Additional Coverage became effective at the time of cancellation or termination of the prior insurance; and (b) The loss or damage would have been covered by this Additional Coverage had it been in effect when the acts or events causing the loss or damage were committed or occurred. With respect to the Employee Dishonesty Additional Coverage, employee means: (a) Any natural person: (i) While in your services or for 30 days after termination of service; (ii) Who you compensate directly by salary, wages or commissions; and (iii) Who you have the right to direct and control while performing services for you; (b) Any natural person who is furnished temporarily to you: (1) To substitute for a permanent employee, as defined in Paragraph (1) above, who is on leave; or (ii) To meet seasonal or short-term workload conditions; (c) Any natural person who is leased to you under a written agreement between you and a lab leasing firm, to perform duties related to the conduct of your business but does not mean a temporary employee as defined in Paragraph (b) above; (d) Any natural person who is a former employee, director, partner, member, manager, representative or trustee retained as a consultant while performing services for you; or EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 7 of 20 (e) Any natural person who is a guest student or intern pursuing studies or duties, excluding, however, any such person while having care and custody of property outside any building you occupy in conducting your business. But employee does not mean: (a) Any agent, broker, factor, commission merchant, consignee, independent contractor or representative of the same general character; (b) Any "manager", director or trustee except while performing acts coming within the usual duties of an employee. I. Forgery Or Alteration (1) We will pay for loss resulting directly from forgery or alteration of, any check, draft, promissory note, bill of exchange or similar written promise of payment in "money", that you or your agent has issued, or that was issued by someone who impersonates you or your agent. (2) If you are sued for refusing to pay the check, draft, promissory note, bill of exchange or similar written promise of payment in "money", on the basis that it has been forged or altered, and you have our written consent to defend against the suit, we will pay for any reasonable legal expenses that you incur in that defense. (3) For the purpose of this coverage, check includes a substitute check as defined in the Check Clearing for the 21 st Century Act, and will be treated the same as the original it replaced. (4) The most we will pay for any loss, including legal expenses, under this Additional Coverage is: (a) $15,000; or (b) the Limit of Insurance shown in the Declarations for Forgery Or Alteration; whichever is greater. m. Ordinance Or Law Coverage This Additional Coverage applies only to buildings insured on a replacement cost basis. Exclusion B.1.a. Ordinance Or Law in Section - Property is deleted. (1) Coverage (a) Coverage 1 - Coverage for Loss to the Undamaged Portion of the Building. If a Covered Cause of Loss occurs to Covered Building Property, we will pay for loss to the undamaged portion of the building caused by enforcement of or compliance with any ordinance or law that: (1) Requires the demolition of parts of the same property not damaged by a Covered Cause of Loss; (ii) Regulates the construction or repair of buildings, or establishes zoning or land use requirements at the described premises; and (iii) Is in force at the time of loss. (b) Coverage 2 - Demolition Cost Coverage. We will pay the cost to demolish and clear the site of undamaged parts of the property caused by enforcement of building, zoning or land use ordinance or law. (c) Coverage 3 - Increased Cost of Construction Coverage. We will pay for the increased cost to repair, rebuild or construct the property caused by enforcement of or compliance with building, zoning or land use ordinance or law. If the property is repaired or rebuilt, it must be intended for similar occupancy as the current property, unless otherwise required by zoning or land use ordinance or law. Coverage also applies if the ordinance or law requires relocation to another premises. However, we will not pay for the increased cost of construction if the building is not repaired or replaced. (2) We will not pay under this endorsement for the costs associated with the enforcement of or compliance with any ordinance or law which requires any insured or others to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants." (3) We will not pay under this endorsement for loss due to any ordinance or law that: (a) You were required to comply with before the loss, even if the building was undamaged; and (b) You failed to comply with. (4) The most we will pay under this Additional Coverage for loss or damage to Covered Property is; (a) $100,000 at each location; or (b) the Limit of Insurance shown in the Ordinance Or Law Coverage endorsement; whichever is greater. EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 8 of 20 n. Business Income From Dependent Properties (1) We will pay for the actual loss of Business Income you sustain due to physical loss or damage at the premises of a dependent property caused by or resulting from any Covered Cause of Loss. However, this Additional Coverage does not apply when the only loss at the dependent property is loss or damage to "electronic data", including destruction or corruption of "electronic data". If the dependent property sustains loss or damage to "electronic data" and other property, coverage under this Additional Coverage will not continue once the other property is repaired, rebuilt or replaced. The most we will pay under this Additional Coverage is $10,000. (2) We will reduce the amount of your Business Income loss, other than Extra Expense, to the extent you can resume "operations", in whole or in part, by using any other available: (a) Source of materials; or (b) Outlet for your products. (3) If you do not resume 'operations", or do not resume 'operations" as quickly as possible, we will pay based on the length of time it would have taken to resume 'operations" as quickly as possible. (4) Dependent property means property owned by others whom you depend on to: (a) Deliver materials or services to you, or to others for your account. But services does not mean water supply services, wastewater removal services, communication supply services or power supply services; (b) Accept your products or services; (c) Manufacture your products for delivery to your customers under contract for sale; or (d) Attract customers to your business. The dependent property must be located in the coverage territory of this policy. (5) The coverage period for Business Income under this Additional Coverage: (a) Begins 72 hours after the time of direct physical loss or damage caused by or resulting from any Covered Cause of Loss at the premises of the dependent property; and (b) Ends on the date when the property at the premises of the dependent property should be repaired, rebuilt or replaced with reasonable speed and similar quality. (6) The Business Income coverage period, as stated in Paragraph (5), does not include any increased period required due to the enforcement of or compliance with any ordinance or law that: (a) Regulates the construction, use or repair, or requires the tearing down of any property; or (b) Requires any insured or others to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants". The expiration date of this policy will not reduce the Business Income coverage period. (7) The definition of Business Income contained in the Business Income Additional Coverage also applies to this Business Income From Dependent Properties Additional Coverage. o. Glass Expenses (1) We will pay for expenses incurred to put up temporary plates or board up openings if repair or replacement of damaged glass is delayed. (2) We will pay for expenses incurred to remove or replace obstructions when repairing or replacing glass that is part of a building. This does not include removing or replacing window displays. p. Fire Extinguisher Systems Recharge Expense (1) We will pay: (a) The cost of recharging or replacing, whichever is less, your fire extinguishers and fire extinguishing systems (including hydrostatic testing if needed) if they are discharged on or within 100 feet of the described premises; and (b) For loss or damage to Covered Property if such loss or damage is the result of an accidental discharge of chemicals from a fire extinguisher or a fire extinguishing system. (2) No coverage will apply if the fire extinguishing system is discharged during installation or testing. EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 9 of 20 (3) The most we will pay under this Additional Coverage is $10,000 in any one occurrence. No Deductible applies to this Additional Coverage. q. Electronic Data (1) Subject to the provisions of this Additional Coverage, we will pay for the cost to replace or restore "electronic data" which has been destroyed or corrupted by a Covered Cause of Loss. To the extent that "electronic data" is not replaced or restored, the loss will be valued at the cost of replacement of the media on which the "electronic data" was stored, with blank media of substantially identical type. (2) The Covered Causes of Loss applicable to Business Personal Property include a computer virus, harmful code or similar instruction introduced into or enacted on a computer system (including "electronic data") or a network to which it is connected, designed to damage or destroy any part of the system or disrupt its normal operation. But there is no coverage for loss or damage caused by or resulting from manipulation of a computer system (including "electronic data") by any employee, including a temporary or leased employee, or by an entity retained by you, or for you, to inspect, design, install, modify, maintain, repair or replace that system. (3) The most we will pay under this additional Coverage — Electronic Data for all loss or damage sustained in any one policy year is $25,000, regardless of the number of occurrences of loss or damage or the number of premises, locations or computer systems involved. If loss payment on the first occurrence does not exhaust this amount, then the balance is available for subsequent loss or damage sustained in, but not after, that policy year. With respect to an occurrence which begins in one policy year and continues or results in additional loss or damage in a subsequent policy year(s), all loss or damage is deemed to be sustained in the policy year in which the occurrence began. (4) This Additional Coverage does not apply to your "stock" of prepackaged software, or to "electronic data" which is integrated in and operates or controls a building's elevator, lighting, heating, ventilation, air conditioning or security system. r. Interruption Of Computer Operations (1) Subject to all provisions of this additional Coverage, you may extend the insurance that applies to Business Income and Extra Expense to apply to a suspension of "operations" caused by an interruption in computer operations due to destruction or corruption of "electronic data" due to a Covered Cause of Loss. (2) With respect to the coverage provided under this Additional Coverage, the Covered Causes of Loss are subject to the following: (a) Coverage under this Additional Coverage — Interruption Of Computer Operations is limited to the "specified causes of loss" and Collapse. (b) If the Businessowners Coverage Form is endorsed to add a Covered Cause of Loss, the additional Covered Cause of Loss does not apply to the coverage provided under this Additional Coverage. (c) The Covered Causes of Loss include a computer virus, harmful code or similar instruction introduced into or enacted on a computer system (including "electronic data") or a network to which it is connected, designed to damage or destroy any part of the system or disrupt its normal operation. But there is no coverage for an interruption related to manipulation of a computer system (including "electronic data") by any employee, including a temporary or leased employee, or by an entity retained by you, or for you, to inspect, design, install, modify, maintain, repair or replace that system. (3) The most we will pay under this Additional Coverage — Interruption Of Computer Operations is $25,000 for all loss sustained and expense incurred in any one policy year, regardless of the number of interruptions or the number of premises, locations or computer systems involved. If loss payment relating to the first interruption does not exhaust this amount, then the balance is available for loss or expense sustained or incurred as a result of subsequent interruptions in that policy year. A balance remaining at the end of a policy year does not increase the amount of insurance in the next policy year. With respect to any interruption which begins in one policy year and continues or results in additional loss or expense in a subsequent policy year(s), all loss and expense is deemed to be sustained or incurred in the policy year in which the interruption began. EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 10 of 20 (4) This Additional Coverage — Interruption Of completed, provided there is a reason Computer Operations does not apply to to believe that "fungi", wet rot or dry rot loss sustained or expense incurred after are present. the end of the "period of restoration", even (3) The coverage described under this Limited if the amount of insurance stated in (3) Coverage is limited to $15,000. Regardless above has not been exhausted. of the number of claims, this limit is the (5) Coverage for Business Income does not most we will pay for the total of all loss or apply when a suspension of "operations" is damage arising out of all occurrences of caused by destruction or corruption of "specified causes of loss" (other than fire or "electronic data", or any loss or damage to lightning) which take place in a 12-month "electronic data", except as provided under period (starting with the beginning of the Paragraphs (1) through (4) of this present annual policy period). With respect Additional Coverage. to a particular occurrence of loss which (6) Coverage for Extra Expense does not results in "fungi", wet rot or dry rot, we will apply when action is taken to avoid or not pay more than the total of $15,000 even minimize a suspension of "operations" if the "fungi", wet rot or dry rot continues to caused by destruction or corruption of be present or active, or recurs, in a later "electronic data", or any loss or damage to policy period. "electronic data", except as provided under (4) The coverage provided under this Limited Paragraphs (1) through (4) of this Coverage does not increase the applicable Additional Coverage. Limit of Insurance on any Covered (7) This Additional Coverage does not apply Property. If a particular occurrence results "fungi", when loss or damage to "electronic data" in loss or damage by wet rot or dry involves only "electronic data" which is rot, and other loss or damage, we will not integrated in and operates or controls a pay more, for the total of all loss or building's elevator, lighting, heating, damage, than the applicable Limit of ventilation, air conditioning or security Insurance on the affected Covered system. Property. s. Limited Coverage For "Fungi", Wet Rot Or If there is covered loss or damage to "fungi", Dry Rot Covered Property, not caused by wet rot or dry rot, loss payment will not be (1) The coverage described in Paragraphs limited by the terms of this Limited s.(2) and s.(6) only applies when the Coverage, except to the extent that "fungi", "fungi", wet rot or dry rot is the result of a wet rot or dry rot causes an increase in the "specified cause of loss" other than fire or loss. Any such increase in the loss will be lightning that occurs during the policy subject to the terms of this Limited period and only if all reasonable means Coverage. were used to save and preserve the (5) The terms of this Limited Coverage do not property from further damage at the time of increase or reduce the coverage provided and after that occurrence. under the Water Damage, Other Liquids, This Additional Coverage does not apply to Powder Or Molten Material Damage or lawns, trees, shrubs or plants which are Collapse Additional Coverages. part of a vegetated roof. (6) The following applies only if Business (2) We will pay for loss or damage by "fungi", Income and/or Extra Expense Coverage wet rot or dry rot. As used in this Limited applies to the described premises and only Coverage, the term loss or damage means: if the suspension of "operations" satisfies (a) Direct physical loss or damage to all the terms and conditions of the Covered Property caused by "fungi", applicable Business Income and/or Extra wet rot or dry rot, including the cost of Expense Additional Coverage. removal of the "fungi", wet rot or dry (a) If the loss which resulted in "fungi", wet rot; rot or dry rot does not in itself (b) The cost to tear out and replace any necessitate a suspension of part of the building or other property as "operations", but such suspension is needed to gain access to the "fungi", necessary due to loss or damage to wet rot or dry rot; and property caused by "fungi", wet rot or (c) The cost of testing performed after dry rot, then our payment under the removal, repair, replacement or Business Income and/or Extra restoration of the damaged property is Expense is limited to the amount of loss and/or expense sustained in a EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 11 of 20 period of not more than 30 days. The days need not be consecutive. (b) If a covered suspension of 'operations" was caused by loss or damage other than "fungi", wet rot or dry rot, but remediation of "fungi", wet rot or dry rot prolongs the "period of restoration", we will pay for loss and/or expense sustained during the delay (regardless of when such a delay occurs during the "period of restoration"), but such coverage is limited to 30 days. The days need not be consecutive. t. Lock and Key Replacement We will pay the cost of: (1) Premises entry key(s) replacement, if keys are stolen; or (2) Premises entry lock repair or replacement made necessary by theft or attempted theft at the described premises. The most we will pay under this Additional Coverage is $2,500 any one occurrence, unless a higher limit of insurance is shown in the Declarations. No Deductible applies to this Additional Coverage. u. Utility Services We will pay for: (1) Direct physical loss or damage to Covered Property caused by an interruption of services to the described premises. The interruption must result from direct physical loss or damage by a Covered Cause of Loss to property described in Paragraph (3) Utility Services that is located outside of a covered building described in the Declarations; and (2) The actual loss of Business Income or Extra Expense at the described premises caused by the interruption of services to the described premises, subject to the terms and conditions of the Business Income and/or Extra Expense Additional Coverages found in this endorsement. The interruption must result from direct physical loss or damage by a Covered Cause of Loss to property described in Paragraph (3) Utility Services that is located outside of a covered building described in the Declarations. (3) Utility Services include: (a) Water Supply Services, meaning the following types of property supplying water to the described premises: (1) Pumping stations; (ii) Water mains. (b) Communication Supply Services, meaning property supply communication services, including telephone, radio, microwave or television services to the described premises, such as: (i) Communication transmission lines, including optic fiber transmission lines; (ii) Coaxial cables; and (iii) Microwave radio relays except satellites. (c) Power Supply Services, meaning the following types of property supplying electricity, steam or gas to the described premises: (1) Utility generating plants; (ii) Switching stations; (iii) Substations; (Iv) Transformers; (v) Transmissions lines. (4) Exclusion B.1.e.(1) in Section I - Property does not apply to this Additional Coverage. (5) The most we will pay under this Additional Coverage is: (a) $10,000 anyone occurrence; or (b) the limit of insurance shown in the applicable Utility Services coverage endorsement; whichever is greater. v. Reward Payment We will pay for reasonable expenses you incur for rewards that lead to: (1) An arson conviction in connection with a covered fire or explosion loss; or (2) A theft conviction in connection with a covered theft loss. The most we will pay under this Additional coverage is $10,000 each occurrence, regardless of the number of persons providing information. No Deductible applies to this Additional Coverage. w. Inventory and Loss Adjustment Expenses We will pay up to $5,000 each occurrence for the cost of any inventory or appraisal required as a result of direct physical loss or damage to Covered Property caused by or resulting from a Covered Cause of Loss. This Additional Coverage will not pay for expenses incurred in using the services of a public adjuster. EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 12 of 20 No Deductible applies to this Additional Coverage. x. Back -Up of Sewers, Drains or Sumps We will pay for loss or damage to Covered Property caused by or resulting from water that backs up or overflows from a sewer, drain or sump. Exclusion B.1.g.(3) in Section I - Property does not apply to this Additional Coverage. The most we will pay under this Additional Coverage is $25,000 each occurrence, unless a higher limit of insurance is shown in the Declarations. y. Money And Securities (1) We will pay for loss of "money" and "securities" used in your business while at a bank or savings institution, within your living quarters or the living quarters of your partners or any employee (including temporary or leased employee) having use and custody of the property, at the described premises, or in transit between any of these places, resulting directly from: (a) Theft, meaning any act of stealing; (b) Disappearance; or (c) Destruction. (2) In addition to the Limitations and Exclusions applicable to property coverage, we will not pay for loss: (a) Resulting from accounting or arithmetical errors or omissions; (b) Due to the giving or surrendering of property in any exchange or purchase; or (c) Of property contained in any "money" - operated device unless the amount of "money" deposited in it is recorded by a continuous recording instrument in the device. (3) The most we will pay for loss in any one occurrence is: (a) $10,000 for Inside the Premises for "money" and "securities" while in or on the described premises or within a bank or savings institution and $2,000 for Outside the Premises for "money" and "securities" while anywhere else, or (b) the Limit of Insurance shown for Money and Securities in the Declarations; whichever is greater. (4) All loss: (a) Caused by one or more persons; or (b) Involving a single act or series of related acts; is considered one occurrence. (5) You must keep records of all "money" and "securities" so we can verify the amount of any loss or damage. z. Fine Arts (1) We will pay for loss or damage to your "fine arts" and "fine arts" owned by others in your care, custody or control at covered locations. We cover such property against direct physical loss or damage from a Covered Cause of Loss applying to your business personal property at the location. (2) We will not pay for loss caused by processing of or work upon the covered property including repairs or restoration. We will not pay for any reduction in the value of damaged property after the damage has been repaired. (3) The most we will pay for loss or damage in any one occurrence is $10,000 subject to an Annual Policy Aggregate of $10,000. The Business Personal Property deductible, as shown in the Declarations, applies to this Additional Coverage. (4) The value of fine arts will be the least of the following amounts: (a) The actual cash value of that property; (b) The cost of reasonably restoring that property to its condition immediately before loss; or (c) The cost of replacing that property with substantially identical property. (5) In the event of loss, the value of the property will be determined as of the time of loss. (6) If there is other insurance covering the same loss or damage provided by this Additional Coverage, whether covered by this policy or any other policy, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, but we will not pay more than the applicable limit of insurance shown in Paragraph (3) above. aa. Voluntary Parting We will pay for loss or damage to covered property when you or your employees are fraudulently induced to part with Covered Property to or by: (1) Persons who falsely represent themselves as the proper persons to receive the property; or (2) Acceptance of fraudulent bills of lading or shipping receipts. This additional coverage is not subject to the terms of the Voluntary Parting Exclusion. EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 13 of 20 The most we will pay under this Additional Coverage for loss or damage in any one occurrence is $10,000. The limit is part of, not in addition to, the applicable Limit of Insurance. Paragraph 6. Coverage Extensions in Section I — Property is deleted in its entirety and replaced by the following: In addition to the Limits of Insurance of Section I — Property, you may extend the insurance provided by this policy as provided below. Except as otherwise provided, the following Extensions apply to property located in or on the building described in the Declarations or in the open (or in a vehicle) within 1,000 feet of the described premises. a. Newly Acquired Or Constructed Property (1) Buildings If this policy covers Buildings, you may extend that insurance to apply to: (a) Your new buildings while being built on the described premises; and (b) Buildings you acquire at premises other than the one described, intended for: (i) Similar use as the building described in the Declarations; or (ii) Use as a warehouse. The most we will pay for loss or damage under this Extension is $500,000 at each building. (2) Business Personal Property If this policy covers Business Personal Property, you may extend that insurance to apply to: (a) Business Personal Property, including such property that you newly acquire, at any location you acquire; or (b) Business Personal Property, including such property that you newly acquire, located at your newly constructed or acquired buildings at the location described in the Declarations; or This Extension does not apply to personal property that you temporarily acquire in the course of installing or performing work on such property or your wholesale activities. The most we will pay for loss or damage under this Extension is $250,000 at each building. (3) Period Of Coverage With respect to insurance provided under this Coverage Extension for Newly Acquired Or Constructed Property, coverage will end when any of the following first occurs: (a) This policy expires; (b) 90 days expire after you acquire the property or begin construction of that part of the building that would qualify as Covered Property; or (c) You report values to us. We will charge you additional premium for values reported from the date you acquire the property or begin construction of that part of the building that would qualify as Covered Property. b. Personal Property Off -Premises You may extend the insurance that applies to Business Personal Property to apply to covered Business Personal Property, other than "money" and "securities" and "valuable papers and records," while it is in the course of transit or temporarily away from the described premises. The most we will pay for loss or damage under this Extension is $25,000, unless a higher limit of insurance is shown in the Declarations. c. Outdoor Property You may extend the insurance provided by this policy to apply to your outdoor fences, radio and television antennas (including satellite dishes), lawns, trees, shrubs and plants (other than "stock" of trees, shrubs or plants or trees, shrubs or plants which are part of a vegetated roof), including debris removal expense, caused by or resulting from any of the following causes of loss: (1) Fire; (2) Lightning; (3) Explosion; (4) Riot or Civil Commotion; or (5) Aircraft. The most we will pay for loss or damage under this Extension is $10,000 but not more than $1,000 for any one tree, shrub or plant. These limits apply to any one occurrence, regardless of the types or number of items lost or damaged in that occurrence. Subject to all aforementioned terms and limitations of coverage, this Coverage Extension includes the expense of removing from the described premises the debris of trees, shrubs and plants which are the property of others, except in the situation in which you are a tenant and such property is owned by the landlord of the descried premises. EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 14 of 20 d. Personal Effects and Property Of Others You may extend this insurance that applies to Business Personal Property to apply to: (1) Personal effects, including tools, owned by you, your officers, your partners or "members", your "managers" or your employees, including temporary or leased employees. This extension does not apply to loss or damage by theft. The most we will pay for loss or damage under d.(1) is $2,500 per person up to a maximum of $10,000 at each described premises. (2) Personal property of others in your care, custody or control. The most we will pay for loss or damage under d.(2) is $2,500 at each described premises, unless a higher limit of insurance is shown in the Declarations for Personal Property Of Others. e. Valuable Papers And Records (1) You may extend the insurance that applies to Business Personal Property to apply to direct physical loss or damage to "valuable papers and records" that you own, or that are in your care, custody or control caused by or resulting from a Covered Cause of Loss. This Coverage Extension includes the cost to research, replace or restore the lost information on "valuable papers and records" for which duplicates do not exist. (2) This Coverage Extension does not apply to: (a) Property held as samples or for delivery after sale; and (b) Property in storage away from the premises shown in the Declarations. (3) The most we will pay under this Coverage Extension for loss or damage to "valuable papers and records" in any one occurrence at the described premises is $25,000. This limit is in addition to any amount shown in the Declarations. For "valuable papers and records" not at the described premises, the most we will pay is $5,000. (4) Loss or damage to "valuable papers and records" will be valued at the cost of restoration or replacement of the lost or damaged information. To the extent that the contents of the "valuable papers and records" are not restored, the "valuable papers and records" will be valued at the cost of replacement with blank materials of substantially identical type. (5) Paragraph B. Exclusions in Section I — Property does not apply to this Coverage Extension except for: (a) Paragraph B.1.c., Governmental Action; (b) Paragraph 13.1.d., Nuclear Hazard; (c) Paragraph B.1.f., War And Military Action; (d) Paragraph 13.21, Dishonesty; (e) Paragraph B.2.g., False Pretense; (f) Paragraph B.2.m.(2), Errors Or Omissions; and (g) Paragraph B.3. f. Accounts Receivable (1) You may extend the insurance that applies to Business Personal Property to apply to accounts receivable. We will pay: (a) All amounts due from your customers that you are unable to collect; (b) Interest charges on any loan required to offset amounts you are unable to collect pending our payment of these amounts; (c) Collection expenses in excess of your normal collection expenses that are made necessary by loss or damage; and (d) Other reasonable expenses that you incur to reestablish your records of accounts receivable; that result from direct physical loss or damage by any Covered Cause of Loss to your records of accounts receivable. (2) The most we will pay under this Coverage Extension for loss or damage in any one occurrence at the described premises is $25,000. This limit is in addition to any amount shown in the Declarations. For accounts receivable not at the described premises, the most we will pay is $5,000. (3) Paragraph B. Exclusions in Section I — Property does not apply to this Coverage Extension except for: (a) Paragraph B.1.c., Governmental Action; (b) Paragraph 13.1.d., Nuclear Hazard; (c) Paragraph B.1.f., War And Military Action; (d) Paragraph 13.21, Dishonesty; (e) Paragraph 13.2.g., False Pretense; (f) Paragraph 6.3.; and EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 15 of 20 (g) Paragraph B.6., Accounts Receivable 90 consecutive days, even if the Exclusion. Business Personal Property has g. Detached Signs been stored there for 90 or fewer days as of the time of loss or (1) We will pay for direct physical loss of or damage. damage to all detached signs at the (4) Under this Extension, the most we will described premises: pay for the total of all loss or damage (a) Owned by you; or to Business Personal Property is (b) Owned by others but in your care, $10,000 (unless a higher limit is custody or control. indicated in the Declarations for such (2) Paragraph A.3., Covered Causes Of Loss, Extension) regardless of the number of and Paragraph B., Exclusions in Section storage units. — Property, do not apply to this Coverage (5) This Extension does not apply to loss Extension, except for: or damage otherwise covered under (a) Paragraph B.1.c., Governmental this Coverage Form or any Action; endorsement to this Coverage Form, and does not apply to loss or damage (b) Paragraph B.1.d., Nuclear Hazard; to the storage unit itself. and 4. Paragraph C. Limits Of Insurance in Section I — (c) Paragraph B.1.f., War and Military Property is deleted in its entirety and replaced by Action. the following: (3) We will not pay for loss or damage caused 1. The most we will pay for loss or damage in any by or resulting from: one occurrence is the Limits of Insurance of (a) Wear and tear; Section I — Property shown in the Declarations (b) Hidden or latent defect; or the limit shown in this endorsement, whichever is applicable. (c) Rust; 2. The amounts of insurance applicable to the (d) Corrosion; or Coverage Extensions and the following (e) Mechanical breakdown Additional Coverages apply in accordance with (4) The most we will pay for loss or damage in the terms of such coverages and are in addition any one occurrence is: to the Limits of Insurance of Section I — Property: a. Fire Department Service Charge; (b) the Limit of Insurance shown in the Declarations for Detached Signs; b. Pollutant Clean-up And Removal; whichever is greater. c. Ordinance Or Law; h. Business Personal Property Temporarily d. Business Income From Dependent In Portable Storage Units Properties; (1) You may extend the insurance that e. Electronic Data; and applies to Business Personal Property f. Interruption Of Computer Operations to apply to such property while 3. Building Limit — Automatic Increase temporarily stored in a portable storage a. In accordance with Paragraph C.3.b., the unit (including a detached trailer) Limit of Insurance for Buildings will located within 100 feet of the buildings automatically increase by 4%, unless a or structures descr in the describefeet Declarations or within ibe feet of the different percentage of annual increase is described premises, whichever shown in the Declarations. distance is greater. b. The amount of increase is calculated as (2) The limitation under Paragraph follows: A.4.a.(5) also applies to property in a (1) Multiply the Building limit that applied portable storage unit. on the most recent of the policy (3) Coverage under this Extension: inception date, the policy anniversary (a) Will end 90 days after the Business date, or any other policy change amending the Building limit by: Personal Property has been al placed the storage unit; (a) The percentage of annual increase (b) Does not apply if the storage unit shown in the Declarations, xpressed as a decimal (example: expressed itself has been in use at the 7 is .07); or described premises for more than EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 16 of 20 671 (b) .04, if no percentage of annual increase is shown in the Declarations; and (2) Multiply the number calculated in accordance with b.(1) by the number of days since the beginning of the current policy year, or the effective date of the most recent policy change amending the Building limit, divided by 365. Example: If: The applicable Building limit is $100,000. The annual percentage increase is 4%. The number of days since the beginning of the policy year (or last policy change) is 146. The amount of increase is $100,000 x .04 x 146 = 365 = $1,600 4. Business Personal Property Limit — Seasonal Increase a. Subject to Paragraph 3.b., the Limit of Insurance for Business Personal Property is automatically increased by: (1) The Business Personal Property — Seasonal Increase percentage shown in the Declarations; or (2) 25% if no Business Personal Property — Seasonal Increase percentage is shown in the Declarations; to provide for seasonal variances. b. The increase described in Paragraph 3.a. will apply only if the Limit of Insurance shown for Business Personal Property in the Declarations is at least 100% of your average monthly values during the lesser of: (1) The 12 months immediately preceding the date the loss or damage occurs; or (2) The period of time you have been in business as of the date the loss or damage occurs. Paragraph D. Deductibles in Section I — Property is deleted in its entirety and replaced by the following: 1. We will not pay for loss or damage in any one occurrence until the amount of loss or damage exceeds the Deductible shown in the Declarations. We will then pay the amount of loss or damage per location in excess of the Deductible up to the applicable Limit of Insurance of Section I — Property. 2. Regardless of the amount of the Deductible shown in the Declarations, the most we will deduct per location from any loss of or damage to the following coverages is $500 any one occurrence: a. Building Glass; b. Employee Dishonesty; c. Money and Securities; d. Outdoor Signs (whether attached or detached); and e. Forgery or Alteration. This Deductible will not increase the Deductible shown in the Declarations. The Deductible will be used to satisfy the requirements of the Deductible shown in the Declarations. 3. No deductible applies to the following coverages: a. Fire Department Service Charge; b. Business Income; c. Extra Expense; d. Civil Authority; and e. Fire Extinguisher Systems Recharge Expense. 6. Paragraph E.5. Loss Payment of the Property Loss Conditions in Section I — Property is deleted and replaced by the following: In the event of loss or damage covered by this policy: a. At our option, we will either: (1) Pay the value of lost or damaged property; (2) Pay the cost of repairing or replacing the lost or damaged property; (3) Take all or any part of the property at an agreed or appraised value; or (4) Repair, rebuild or replace the property with other property of like kind and quality, subject to Paragraph d.(1)(e) below. b. We will give notice of our intentions within 30 days after we receive the sworn proof of loss. c. We will not pay you more than your financial interest in the Covered Property. d. We will determine the value of Covered Property as follows: (1) At replacement cost without deduction for depreciation, except as provided in (2) through (7) below. (a) You may make a claim for loss or damage covered by this insurance on an actual cash value basis instead of on a replacement cost basis. In the event you elect to have loss or damage settled on an actual cash value basis, you may still make a claim on a replacement cost basis if you notify us of your intent to do so within 180 days after the loss or damage. EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 17 of 20 (b) We will not pay on a replacement cost basis for any loss or damage: (i) Until the lost or damaged property is actually repaired or replaced; and (i i) Unless the repairs or replacement are made as soon as reasonably possible after the loss or damage. (c) We will not pay more for loss or damage on a replacement cost basis than the least of: (i) The amount it would cost to replace the damaged item at the time of the loss with new property of similar kind and quality to be used for the same purpose on the same site; or (ii) The amount you actually spend in repairing the damage, or replacing the damaged property with new property of similar kind and quality. (d) The cost to repair, rebuild or replace does not include the increased cost attributable to enforcement of or compliance with any ordinance or law regulating the construction, use or repair of any property. (2) If the "Actual Cash Value - Buildings" option applies, as shown in the Declarations, paragraph (1) above does not apply to Buildings. Instead, we will determine the value of Buildings at actual cash value. (3) The following property at actual cash value: (a) Used or second-hand merchandise held in storage or for sale; (b) Property of others. However, if an item(s) of personal property of others is subject to a written contract which governs your liability for loss or damage to that item(s), then valuation of that item(s) will be based on the amount for which you are liable under such contract, but not to exceed the lesser of the replacement cost of the property or the applicable Limit of Insurance; (c) Household contents, except personal property in apartments or rooms furnished by you as landlord; (d) Manuscripts; and (e) Works of art, antiques or rare articles, including etchings, pictures, statuary, marbles, bronzes, porcelains and bric- a-brac. (4) Glass at the cost of replacement with safety glazing material if required by law. (5) Tenants' Improvements and Betterments at: (a) Replacement cost if you make repairs promptly. (b) A proportion of your original cost if you do not make repairs promptly. We will determine the proportionate value as follows: (i) Multiply the original cost by the number of days from the loss or damage to the expiration of the lease; and (ii) Divide the amount determined in (i) above by the number of days from the installation of improvements to the expiration of the lease. If your lease contains a renewal option, the expiration of the renewal option period will replace the expiration of the lease in this procedure. (c) Nothing if others pay for repairs or replacement. (6) Applicable only to the Money and Securities and Employee Dishonesty Additional Coverages: (a) "Money" at its face value; and (b) "Securities" at their value at the close of business on the day the loss is discovered. (7) Applicable only to Accounts Receivable: (a) If you cannot accurately establish the amount of accounts receivable outstanding as of the time of loss or damage: (1) We will determine the total of the average monthly amounts of accounts receivable for the 12 months immediately preceding the month in which the loss or damage occurs; and (ii) We will adjust that total for any normal fluctuations in the amount of accounts receivable for the month in which the loss or damage occurred or for any demonstrated variance from the average for that month. (b) The following will be deducted from the total amount of accounts receivable, however that amount is established: (i) The amount of the accounts for which there is no loss or damage; EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 18 of 20 (ii) The amount of the accounts that you are able to reestablish or collect; (!!!)An amount to allow for probable bad debts that you are normally unable to collect; and (iv) All unearned interest and service charges. e. Our payment for loss of or damage to personal property of others will only be for the account of the owners of the property. We may adjust losses with the owners of lost or damaged property if other than you. If we pay the owners, such payments will satisfy your claims against us for the owners' property. We will not pay the owners more than their financial interest in the Covered Property. f. We may elect to defend you against suits arising from claims of owners of property. We will do this at our expense. a. The amount that such other insurance paid for the loss or damage; and b. The amount of the deductible applicable to the loss or damage under the other insurance. However, we will not pay more than the applicable Limit of Insurance. 9. The following is added to Paragraph H. Property Definitions. "Fine Arts" means paintings, etchings, pictures, tapestries, rare or art glass, art glass windows, valuable rugs, statuary, sculptures, "antique" furniture, "antique" jewelry, bric-a-brac, porcelains and similar property of rarity, historical value or artistic merit. "Antique" means an object having value because its craftsmanship is in the style or fashion of former times and its age is 100 years or older. 10. Additional Insured — Building Owner The following is added to Section I — Property. g. We will pay for covered loss or damage within If you are a building owner(s), you are an insured, 30 days after we receive the sworn proof of but only with respect to the coverage provided loss, provided you have complied with all of the under this Policy for direct physical loss or damage terms of this policy; and to the building(s) described in the Declarations and (1) We have reached agreement with you on owned by you. All other policy terms and conditions the amount of loss; or apply. (2) An appraisal award has been made. 11. Blanket Additional Insured h. A party wall is a wall that separates and is The following changes revise Section II — Liability. common to adjoining buildings that are owned Paragraph C. Who Is An Insured is amended to by different parties. In settling covered losses include the following: involving a party wall, we will pay a proportion of the loss to the party wall based on your 1. Blanket Additional Insured interest in the wall in proportion to the interest a. Any person or organization when you and of the owner of the adjoining building. However, such person or organization have agreed in if you elect to repair or replace your building writing in a contract or agreement, and the owner of the adjoining building elects executed prior to any "occurrence", that not to repair or replace that building, we will pay such person or organization be added as you the full value of the loss to the party wall, an additional insured on your policy. Such subject to all applicable policy provisions person or organization is an additional including Limits of Insurance and all other insured only with respect to liability for provisions of this Loss Payment Condition. Our "bodily injury", "property damage" or payment under the provisions of this paragraph "personal and advertising injury" caused, in does not alter any right of subrogation we may whole or in part, by: have against any entity, including the owner or (1) Your acts or omission; or insurer of the adjoining building, and does not (2) The acts omissions of those acting alter the terms of the Transfer Of Rights Of on your behalf; Recovery Against Others To Us Condition in this policy. In the performance of your ongoing 7. Paragraph G. Optional Coverages in Section I — operations for the additional insured, or in Property is deleted in its entirety. connection with your premises owned by or rented to you. 8. OTHER INSURANCE UNDER THE SAME A person's or organization's status as an POLICY additional insured under this endorsement If there is other insurance under this policy covering ends when your contract or agreement with the same loss or damage, we will pay only for the such person or organization ends. amount of covered loss or damage in excess of the sum of: EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 19 of 20 (b) The Limits of Insurance applicable to the Additional insured are those specified in the written contract or agreement but not more than the Limits of Insurance specified in the Declarations of this policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the declarations for the Named Insured. All other policy terms and conditions apply. The following changes revise Section III — Common Policy Conditions. Paragraph H. Other Insurance is amended to add the following subparagraph: 4. Other Insurance As Excess Insurance To the extent required by an "insured contract', this insurance is primary on behalf of the additional insured, and any other insurance maintained by the additional insured is excess and not contributory with this insurance. If the "insured contract' does not require this provision, then Paragraph 1. above will apply. EB 99 01 12 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 20 of 20 Administrative Office: 7233 E. Butherus Drive, Scottsdale, AZ 85260 (480) 509-6627 Policy Issuing Office: 1000 Howard Blvd., Suite 300, P.O. Box 5430, Mount Laurel, NJ 08054 Telephone (856) 429-9200 Facsimile (856)429-8611 [JA 10 01 07 20] ADMIRAL INSURANCE COMPANY A Delaware Corporation COMMERCIAL LINES POLICY THIS POLICY IS NOT OBTAINED PRIMARILY FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. THIS POLICY CONSISTS OF: Declarations; Common Policy Conditions; and One or more Coverage Parts. A Coverage Part Consists of: - One or more Coverage Forms; and - Applicable Forms and Endorsements. In Witness Whereof, we have caused this policy to be executed and attested, and, if required by state law, this policy shall not be valid unless countersigned by our authorized representative. W. Robert Berkley, Jr. President Philip S. Welt Secretary AI 80 01 10 21 Page 1 of 1 Policy Number: EO000051837-03 AI 80 01 10 21 Effective Date: 06/15/2022 Carrier:Admiral Insurance Company Named Insured:SOUND INTEGRATED HEALTH LLC –IMPORTANT POLICYHOLDER NOTICES OFAC ADVISORY NOTICE No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the changes you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully. The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential “ ” declarations of national emergency. OFAC has identified and listed numerous: Foreign agents; Front organizations; Terrorists; Terrorist organizations; and Narcotics traffickers; “ ” As Specifically Designated Nationals and Blocked Persons. This list can be located on the United States – Treasury’s web site https://home.treasury.gov/policy-issues/office-of-foreign-assets-control-sanctions- programs-and-information In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. AI 80 00 09 20 Page 1 of 1 Policy Number: EO000051837-03 AI 80 00 09 20 Effective Date: 06/15/2022 Carrier:Admiral Insurance Company Named Insured:SOUND INTEGRATED HEALTH LLC –IMPORTANT POLICYHOLDER NOTICES DE23270820 Page 1 of 2 MEDICAL PROFESSIONAL LIABILITY (CLAIMS MADE AND REPORTED) DECLARATIONS Carrier: Admiral Insurance Company Policy No.: EO000051837-03 Renewal/Rewrite of: EO000051837-02 Named Insured and Mailing Address SOUND INTEGRATED HEALTH LLC 3640 SOUTH CEDAR ST. SUITE M TACOMA, WA 98409 POLICY PERIOD:From 06/15/2022 to 06/15/2023 At 12:01 A.M. Standard Time at the address of the Named Insured as stated herein In consideration of the payment of premium, in reliance upon the statements herein or attached hereto, and subject to all of the terms of this policy, the Company agrees with the Named Insured as follows: BUSINESS DESCRIPTION: Outpatient Substance Abuse and Behavioral Health Counseling COVERAGE PARTS & LIMITS OF LIABILITY: Professional Liability Each Claim $1,000,000 Aggregate $3,000,000 Included in Policy Aggregate Sexual Abuse and Molestation Each Claim $100,000 Aggregate $300,000 Additional Coverage Limits of Liability Each Claim/Event Aggregate (Included in Policy Aggregate) Network Security & Data Privacy Liability $1,000,000 $1,000,000 First Party Privacy Breach Expenses $100,000 $100,000 Media Activities $25,000 $25,000 Regulatory Wrongful Acts $25,000 $25,000 HIPAA $250,000 $250,000 License Defense $5,000 $25,000 Peer Review $5,000 $25,000 Subpoena Assistance $5,000 $5,000 Reimbursement of Lost Wages $500 $5,000 Reputation Protection $5,000 $5,000 Emergency Evacuation Expense $25,000 $25,000 Patient Property Damage $500 $500 Claim Expenses Aggregate Limit INCLUDED Policy Aggregate $3,000,000 This contract is registered and delivered as a surplus line coverage under the insurance code of the State of Washington, Title 48 RCW. It is not protected by any Washington state guaranty association law. Surplus Lines Broker Name:__________________________________________ AmWINS Insurance Brokerage of California, LLC Premium_______________________________ Broker Fee (AmWINS Fee)_________________ Market Policy Fee________________________ Inspection Fee__________________________ Surplus Lines Tax________________________ Stamping Fee___________________________ $20,524.00 $350.00 $417.48 $20.87 SCHEDULE OF FORMS Named Insured: SOUND INTEGRATED HEALTH LLC Policy No.: E0000051837-03 FORM NUMBER TITLE JAI0010720 COVER JACKET - ADMIRAL INSURANCE COMPANY DE23270820 ADMIRALPRO DELTA MED PROFESSIONAL LIABILITY DECLARATIONS PAGE AI00180398 SCHEDULE OF FORMS E010350816 WARRANTY OF GENERAL LIABILITY COVERAGE E012600813 NON PARTICIPATION DISCLOSURE NOTICE TO POLICY HOLDERS ALL STATES PATIENTS COMPENSATION FUNDS AND INSUREDS WARRANTY OF COMPLIANCE E013260820 ADMIRALPRO DELTA MED MISCELLANEOUS MEDICAL PROFESSIONAL LIABILITY INSURANCE E013270816 DESIGNATED LOCATION ENDORSEMENT E013390816 PROFESSIONAL LIABILITY TERRORISM EXCLUSION (ABSOLUTE) E013440816 CLAIM EXPENSES WITHIN THE LIMITS OF LIABILITY E014120721 SPECIFIED TREATMENT EXCLUSION - REGENERATIVE MEDICINE AI44020821 SERVICE OF SUIT MKO1201121 LOSS CONTROL AND RISK MANAGEMENT SERVICES FOR HEALTHCARE PROFESSIONAL LIABILITY POLICYHOLDERS MKO1220619 ADMIRAL CYBER BREACH COACH EVENT HOTLINE Al 00 18 03 98 Page 1 of 1 EO 10 35 08 16 Page 1 of 1 Policy Number: EO000051837-03 EO 10 35 08 16 Effective Date: 06/15/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WARRANTY OF GENERAL LIABILITY COVERAGE This endorsement modifies insurance provided under the following: PROFESSIONAL LIABILITY COVERAGE PART In consideration of the premium charged, it is agreed that as a condition of this policy the Named Insured shall maintain during the term of this policy a Commercial General Liability policy. It is further agreed the insurance provided by this policy does not apply to liability for any claim for which coverage is pro- vided by the Commercial General Liability policy. It is further agreed that for any claim made or suit brought which is excluded under the terms of this endorsement, the Com- pany shall not have the obligation to defend, adjust, investigate or pay any cost for investigation, defense, adjustment or attor- ney fees arising out of such claim or suit. All other terms and conditions of the policy remain unchanged and apply. EO 12 60 08 13 Page 1 of 2 Policy Number: EO000051837-03 EO 12 60 08 13 Effective Date: 06/15/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NON-PARTICIPATION DISCLOSURE NOTICE TO POLICYHOLDERS - ’ ’ ALL STATES PATIENTS COMPENSATION FUNDS ’AND INSURED S WARRANTY OF COMPLIANCE This endorsement modifies insurance provided under the following: PROFESSIONAL LIABILITY COVERAGE PART In consideration of the premium charged, it is understood and agreed that the following provisions apply. I. NON-PARTICIPATION DISCLOSURE NOTICE TO POLICYHOLDERS ’ ’ THE COMPANY DOES NOT PARTICIPATE IN ANY STATE S PATIENTS COMPENSATION FUND, REGARDLESS OF FUND NAME, GOVERNING STATUTE(S), OR GOVERNING BODY. ANY PERSON OR ’ ’ ENTITY THAT IS REQUIRED BY STATE LAW TO PARTICIPATE IN ANY STATE S PATIENTS ” ) COMPENSATION FUND (THE “FUND OR SIMILAR FUND IS SOLELY AND INDEPENDENTLY RESPONSIBLE FOR SATISFYING ANY AND ALL FUND RELATED STATE STATUTES, REGULATIONS AND/OR REQUIREMENTS IMPOSED BY ANY MEDICAL OR OTHER LICENSING BOARD. II. HEALTH CARE FUND EXCLUSION THE COMPANY DOES NOT CAUSE TO BE FILED WITH ANY STATE DEPARTMENT OF INSURANCE OR OTHER REGULATORY BODY PROOF OF FINANCIAL RESPONSIBILITY PURSUANT TO ANY AND ALL FUND REQUIREMENTS AS HAVE BEEN OR MAY BE ESTABLISHED BY STATE LAW AND/OR BY ANY FUND RELATED REGULATIONS. THE COMPANY DOES NOT PAY ANY FUND RELATED SURCHARGE OR ASSESSMENT THAT MAY BE ASSESSED ON ANY INSURED AND/OR OTHER HEALTH CARE PROVIDERS WHETHER THE SURCHARGE OR ASSESSMENT IS IMPOSED BY LAW, BY MEDICAL OR OTHER REGULATORY LICENSING BOARD, AND/OR BY ANY FUND RELATED REGULATIONS. III. ABSOLUTE COVERAGE EXCLUSION THE EXCLUSION SECTION OF THE POLICY IS HEREBY AMENDED TO EXCLUDE ANY OR ALL CLAIMS ’ ’ BASED UPON, ARISING FROM OR IN ANY WAY RELATED TO ANY STATE S PATIENTS COMPENSATION FUND AND/OR ANY RELATED STATUTES AND/OR REGULATIONS RELATED TO ’ ANY AND/OR ALL STATE PATIENTS COMPENSATION FUNDS. IV. POLICYHOLDER WARRANTY THE NAMED INSURED, INSUREDS AND ANY ADDITIONAL INSUREDS HEREBY WARRANT THAT ANY FUND OR OTHER RELATED PARTICIPATION REQUIREMENTS HAVE BEEN SATISFIED INDEPENDENTLY OF THIS INSURANCE POLICY. ’INSURED S FAILURE TO COMPLY WITH ANY AND ALL MANDATORY PARTICIPATION REQUIREMENTS MAY IMPACT ’INSURED S AVAILABILITY OF STATE PROVIDED COVERAGE AND/OR CAPS ON LIABILITY, AS WELL AS POTENTIALLY JEOPARDIZE AN ’INSURED S ’OR OTHER HEALTH CARE PROVIDER S PROFESSIONAL LICENSE AND EXPOSE INSUREDS TO FINES AND/OR PENALTIES. ALL INSUREDS ARE ADVISED TO CONSULT WITH INDEPENDENT LEGAL COUNSEL TO ENSURE FULL COMPLIANCE WITH ANY AND ALL STATUTES AND APPLICABLE REQUIREMENTS. EO 12 60 08 13 Page 2 of 2 V. DEFINED TERMS AND COMPATABILITY WITH POLICY ANY AND ALL VERSIONS OF DEFINED TERMS SHOWN IN THIS ENDORSEMENT CORRESPOND TO THE DEFINED TERMS AS SHOWN IN THE POLICY TO WHICH THIS ENDORSEMENT IS ATTACHED. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED AND APPLY. EO 13 26 08 20 Page 1 of 18 ADMIRALPRO DELTA®MED MISCELLANEOUS MEDICAL PROFESSIONAL LIABILITY INSURANCE THIS IS A CLAIMS-MADE AND REPORTED POLICY. PLEASE READ THIS POLICY CAREFULLY. THE AMOUNT OF THE APPLICABLE LIMIT OF LIABILITY WILL BE REDUCED BY THE AMOUNTS PAID FOR DAMAGES. Throughout this Policy the words you and your refer to the Named Insured.The words Company, we, us, our and Company refer to the Company as stated on the Declarations Page of this Policy (Company). Words which are in Bold writing throughout this document are defined terms within the Definitions section of this Policy. This Policy shall not be binding upon the Company unless completed by a Declarations Page and countersigned on the aforesaid Declarations Page by a duly authorized representative of the Company. In consideration of the premium paid, in reliance upon the statements in the Application and subject to the terms and conditions of this Policy (including all endorsements), the Company agrees with the Named Insured as follows: SECTION I. INSURING AGREEMENTS COVERAGE A. PROFESSIONAL LIABILITY We will pay on behalf of the Insured those amounts, in excess of the PL Deductible and subject to the Limit of Liability for Professional Liability shown on the Declarations, which the Insured becomes legally obligated to pay as Damages and Claim Expenses which directly result from a Professional Incident taking place within the Policy Territory, subsequent to the retroactive date shown in the Declarations and prior to the expiration or termination date of this Policy, for which a Claim is first made against the Insured during the Policy Period and reported to us in writing during the Policy Period or any applicable Extended Reporting Period, as described in SECTION IX. EXTENDED REPORTING PERIOD. COVERAGE B. SEXUAL ABUSE AND MOLESTATION We will pay on behalf of the Insured those amounts, in excess of the PL Deductible and subject to the Limit of Liability for Sexual Abuse and Molestation shown on the Declarations, which the Insured becomes legally obligated to pay as Damages and Claim Expenses which directly result from Sexual Abuse and Molestation taking place within the Policy Territory, subsequent to the retroactive date shown in the Declarations and prior to the expiration or termination date of this Policy, for which a Claim is first made against the Insured during the Policy Period and reported to us in writing during the Policy Period or any applicable Extended Reporting Period, as described in SECTION IX. EXTENDED REPORTING PERIOD. SECTION II. ADDITIONAL COVERAGE INSURING AGREEMENTS ADDITIONAL COVERAGE A. NETWORK SECURITY AND DATA PRIVACY LIABILITY We will pay on behalf of the Insured those amounts, in excess of the PL Deductible and subject to the Limit of Liability for Network Security and Data Privacy Liability shown on the Declarations, which the Insured becomes legally obligated to pay as Damages and Claim Expenses which directly result from a Network Security and Data Privacy Wrongful Act taking place within the Policy Territory, subsequent to the retroactive date shown on the Declarations and prior to the expiration or termination date of this Policy, for which a Claim is first made against the Insured during the Policy Period and reported to us in writing during the Policy Period or any applicable Extended Reporting Period, as described in SECTION IX. EXTENDED REPORTING PERIOD. ADDITIONAL COVERAGE B. FIRST PARTY PRIVACY BREACH EXPENSES We will pay on behalf of the Insured, Privacy Breach Expenses subject to the Limit of Liability for First Party Privacy Breach Expenses shown on the Declarations, resulting directly from a Privacy Breach Event, provided that the Privacy Breach Event first occurs on or after the retroactive date shown in the Declarations and prior to the expiration or termination date of this Policy, the Privacy Breach Event is first discovered during the Policy Period, and the Privacy Breach Event is reported to us during the Policy Period or any applicable Extended Reporting Period as described in SECTION IX. EXTENDED REPORTING PERIOD, and no deductible shall apply. EO 13 26 08 20 Page 2 of 18 ADDITIONAL COVERAGE C. MEDIA ACTIVITIES We will pay on behalf of the Insured those amounts in excess of the PL Deductible and subject to the Limit of Liability for Media Activities shown on the Declarations, which the Insured becomes legally obligated to pay as Damages and Claim Expenses which directly result from Media Wrongful Acts during Media Activities taking place within the Policy Territory, subsequent to the retroactive date shown in the Declarations and prior to the expiration or termination date of the Policy, for which a Claim is first made against the Insured during the Policy Period and reported to us in writing during the Policy Period or any applicable Extended Reporting Period as described in SECTION IX. EXTENDED REPORTING PERIOD.The Maximum Amount Reimbursable is subject to the Limit of Liability for Media Activities shown on the Declarations. ADDITIONAL COVERAGE D. REGULATORY WRONGFUL ACTS A. We will reimburse the Insured for any Costs, Charges and Expenses, Fines and Penalties and/or Audit Expenses incurred by the Insured resulting from an Insured Event taking place during the Policy Period and after the retroactive date shown on the Declarations but prior to the expiration or termination date of this Policy and which is the subject of a Regulatory Wrongful Act which is first Instituted during the Policy Period or any applicable Extended Reporting Period as described in SECTION IX. EXTENDED REPORTING PERIOD. We shall have no duty to defend the Insured for such an Insured Event, but only to reimburse for covered Costs, Charges and Expenses, Fines and Penalties and/or Audit Expenses. The Maximum Amount Reimbursable is subject to the Limit of Liability for Regulatory Wrongful Acts shown on the Declarations and no deductible shall apply. B. Regulatory Wrongful Acts Supplemental Conditions 1. All related Insured Events, all related proceedings or consolidated proceedings, including any appeals and/or post-hearing or post-trial proceedings, and all proceedings arising out of the same facts, circumstances or events shall be considered a single Insured Event and shall be deemed to have been Instituted at the time the earliest Insured Event was Instituted. 2. A condition precedent to reimbursement of any covered Costs, Charges and Expenses, Audit Expenses and/or Fines and Penalties is that the Insured shall notify us no later than sixty (60) days from the date that an Insured Event has been Instituted. 3. The insurance afforded by this coverage part applies only if the Insured Event is Instituted after the retroactive date shown on the Declarations. 4.Voluntary Self Disclosure:In the event any Costs, Charges and Expenses, Audit Expenses and/or Fines and Penalties arise out of Voluntary Self Disclosure, the Insured must establish that the circumstances giving rise to the disclosure became known to the Insured fortuitously and subsequent to the effective date of this Policy. 5. Reimbursement for Fines and Penalties: Subject to the Maximum Amount Reimbursable,we will reimburse the Insured for Fines and Penalties which are the subject of final adjudication by an administrative tribunal or court, or are the subject of a settlement agreement or stipulated judgment for which we have given our prior consent. The Insured shall not admit or assume any liability for Fines and Penalties, enter into any settlement agreement or stipulate to any judgment for Fines and Penalties without our prior written consent. Only those settlements or stipulated judgments for Fines and Penalties to which we have consented in writing shall be reimbursable under this Policy. We will not unreasonably withhold consent. 6. Subject to the Maximum Amount Reimbursable. 7.Shadow Audit: The Insured shall not have a Shadow Audit performed without our prior approval of the Shadow Audit and its expense. Subject to the Maximum Amount Reimbursable only Audit Expenses from previously approved Shadow Audits will be reimbursed by this Policy. We will not unreasonably withhold their approval. ADDITIONAL COVERAGE E. HIPAA VIOLATION A. We will reimburse the Insured for any Costs, Charges and Expenses and/or Fines and Penalties incurred by the Insured resulting from a HIPAA Violation taking place during the Policy Period and after the retroactive date shown on the Declarations but prior to the expiration or termination date of this Policy and which is the subject of a HIPAA Proceeding which is first Instituted during the Policy Period or any applicable Extended Reporting Period as described in SECTION IX. EXTENDED REPORTING PERIOD. We shall have no duty to defend the Insured for such HIPAA Violation or HIPAA Proceeding, but only to reimburse for covered Costs, Charges and Expenses, and/or Fines and Penalties. The Maximum Amount Reimbursable for a HIPAA Violation is the Limit of Liability for HIPAA shown on the Declarations and no deductible shall apply. EO 13 26 08 20 Page 3 of 18 B. HIPAA Violation Supplemental Conditions 1. All related HIPAA Violations and/or HIPAA Proceedings, all related proceedings or consolidated proceedings, including any appeals and/or post-hearing or post-trial proceedings, and all proceedings arising out of the same facts, circumstances or events shall be considered a single HIPAA Violation and shall be deemed to have been Instituted at the time the earliest HIPAA Proceeding was Instituted. 2. A condition precedent to reimbursement of any covered Cost, Charges and Expenses and/or Fines and Penalties is that the Insured shall notify us no later than sixty (60) days from the date that a HIPAA Proceeding has been Instituted. 3. The insurance afforded by this coverage part applies only if the HIPAA Proceeding is Instituted after the retroactive date shown on the Declarations. ADDITIONAL COVERAGE F. LICENSE DEFENSE COVERAGE We will pay on behalf of the Insured, License Defense Costs arising solely out of any Hearing initiated and reported to us in writing during the Policy Period within the Policy Territory the sole subject of which is the restriction, suspension or revocation of the Insured's license to practice medicine, or license to prescribe controlled substances, or privileges to practice at a healthcare facility. We shall have the right and duty to defend the Insured in any Hearing initiated during the Policy Period, including the right to appoint counsel to defend the Insured, even if any of the allegations of the Hearing are groundless, false or fraudulent. We may make such investigation of any Hearing as we deem expedient. Our right and duty to defend the Insured in any Hearing ends when we have used up the applicable Limit of Liability for License Defense shown on the Declarations and no deductible shall apply. ADDITIONAL COVERAGE G. SUBPOENA ASSISTANCE We will pay on behalf of the Insured, Subpoena Expenses if during the Policy Period, an Insured is served with a subpoena issued by a third party and requests Subpoena Assistance. Such request for Subpoena Assistance must be accompanied by a copy of the subpoena. We may retain an attorney to provide Subpoena Assistance to the Insured, provided that: A. the subpoena arises out of a lawsuit or proceeding to which no Insured is a party; and B. no Insured has been engaged to provide advice or testimony in connection with the subject lawsuit or proceeding, nor has any Insured provided such advice or testimony in the past in connection with the subject lawsuit or proceeding. Any notice the Insured gives us regarding a subpoena shall be deemed to be notification of a potential Claim under SECTION X. REPORTING OF CLAIMS, EVENTS AND INCIDENTS. The maximum amount we will pay on behalf of the Insured for Subpoena Expenses is the Limit of Liability for Subpoena Assistance shown on the Declarations and no deductible shall apply. ADDITIONAL COVERAGE H. REPUTATION PROTECTION EXPENSE We will reimburse the Insured for Reputation Protection Expense incurred and reported to us by the Insured during the Policy Period.The maximum amount we will reimburse the Insured for Reputation Protection Expense is the Limit of Liability for Reputation Protection shown on the Declarations and no deductible shall apply. ADDITIONAL COVERAGE I. EMERGENCY EVACUATION EXPENSE We will reimburse the Insured for Emergency Evacuation Expense incurred and reported to us by the Insured during the Policy Period. The maximum amount we will reimburse the Insured for Emergency Evacuation Expense is the Limit of Liability for Emergency Evacuation Expense shown on the Declarations and no deductible shall apply. SECTION III. THE COMPANY’S RIGHTS AND DUTIES 1. We have the right and duty to defend and pay on behalf of the Insured any Claim Expenses directly resulting from any covered Claim to which this Policy applies and will do so even if the allegations of the Claim are groundless, false or fraudulent including the right to appoint counsel to defend the Insured. We may make such investigation of any Claim as we deem expedient. Our right and duty to defend ends when we have used up the applicable Limit of Liability in the payment of Damages and/or Claim Expenses or have tendered the applicable Limit of Liability to a court of competent jurisdiction. We have no obligation or duty to defend any Claim for which coverage is excluded or not afforded by this Policy and we are not obligated to pay any Claim Expenses incurred by the Insured in the defense of any Claim not covered by this Policy. EO 13 26 08 20 Page 4 of 18 2. We have the right to investigate, direct the defense, negotiate and, with the consent of the Named Insured, settle any Claim as we deem practical. If the Named Insured refuses to accept the judgment of the trial or appellate court or refuses to consent to any settlement we can negotiate, then subject to the Policy’s remaining applicable Limit of Liability, our liability for such Claim is limited to and shall not exceed: A. the amount for which such Claim could have been resolved and Claim Expenses incurred through the date of the ’Named Insured s refusal; and B. fifty percent (50%) of any further covered Claim Expenses incurred following the date of the ’Named Insured s refusal, with the remaining fifty percent (50%) of such further Claim Expenses and all Damages in excess of the amount for which the Claim could have been settled to be the sole responsibility of, and paid by the Named Insured. 3. We have the right and duty to pay on behalf of the Insured any Privacy Breach Expenses or License Defense Costs to which this insurance applies that directly result from a covered Privacy Breach Event or Hearing. Our duty ends when we have used up the applicable Limit of Liability in the payment of Privacy Breach Expenses or License Defense Costs or have deposited the remaining applicable Limit of Liability with a court of competent jurisdiction. We have no obligation or duty to respond to or cover any Privacy Breach Expenses or License Defense Costs directly relating to, in connection with or arising from a Privacy Breach Event or Hearing for which coverage is excluded or not otherwise afforded by the Policy. We are not obligated to pay any Privacy Breach Expenses or License Defense Costs incurred by the Insured prior to the ’Insured s reporting the Privacy Breach Event or Hearing to us or which are excluded or otherwise not covered by the Policy. 4. We have the right and duty to reimburse the Insured for any Costs, Charges and Expenses, Audit Expenses, Fines and Penalties, Emergency Evacuation Expenses, Subpoena Expenses or Reputation Protection Expense to which this insurance applies directly resulting from a HIPAA Violation, HIPAA Proceeding, Insured Event, Emergency Evacuation, request for Subpoena Assistance or request for Reputation Protection. Our duty to reimburse ends when we have used up the applicable Limit of Liability in the payment of Costs, Charges and Expenses, Audit Expenses, Fines and Penalties, Emergency Evacuation Expenses, Subpoena Expenses or Reputation Protection Expense. We have no duty to reimburse any Costs, Charges and Expenses, Audit Expenses, Fines and Penalties, Emergency Evacuation Expenses, Subpoena Expenses or Reputation Protection Expense directly relating to, in connection with or arising from HIPAA Violation, HIPAA Proceeding, Insured Event, Emergency Evacuation, request for Subpoena Assistance or request for Reputation Protection for which coverage is excluded or not otherwise afforded by the Policy. We have no duty to reimburse any Costs, Charges and Expenses, Audit Expenses, Fines and Penalties, Emergency Evacuation Expenses, Subpoena Expenses or Reputation Protection Expense incurred by the Insured prior to the ’Insured s reporting the HIPAA Violation, HIPAA Proceeding, Insured Event, Emergency Evacuation, request for Subpoena Assistance or request for Reputation Protection to us or which is excluded or otherwise not covered by the Policy. SECTION IV. DEFINITIONS A.Additional Coverages means Network Security & Data Privacy Liability, Privacy Breach Expenses, Media Activities, Regulatory Wrongful Acts, HIPAA, License Defense, Subpoena Assistance, Reputation Protection, and Emergency Evacuation Expense. B.Audit Expenses means fees and expenses for the services of a qualified audit professional incurred by the Insured in the course of a Shadow Audit. C.Billing Errors Proceeding means investigations or other proceedings Instituted against the Insured by a Qui Tam Plaintiff, Government Entity or Commercial Payor, alleging the presentation of, causing or allowing to be presented, or being liable for the presentation of any actual or alleged erroneous billings by the Insured to a government health benefit payor or Commercial Payor from which the Insured seeks and/or has received payment or reimbursement. D.Bodily Injury means physical injury, physical sickness or physical disease sustained by any one person, including death resulting from any of these at any time.Bodily injury does not include shock or emotional, mental or psychological distress, injury, trauma or anguish, or other similar condition, unless such condition results solely and directly from that one person’s prior physical injury, physical sickness or physical disease otherwise covered under this Policy. E.Claim means: 1. a written demand received for money or services by any Insured resulting from a Professional Incident, Sexual Abuse and Molestation, Network Security and Data Privacy Wrongful Act,or Media Wrongful Act; EO 13 26 08 20 Page 5 of 18 2. service of a Suit. F.Claim Expenses means: 1. Fees, costs and expenses resulting from the investigation, adjustment, settlement and defense of a Claim; 2. Allowable expenses for the compensation of all Insureds for personally attending any legal proceeding at our request however these allowable expenses shall be subject to the Limit of Liability for Reimbursement of Lost Wages shown on the Declarations and no deductible shall apply; 3. The premiums for appeal, attachment or similar bonds, but only for bond amounts within the applicable Limits of Liability. We do not have to furnish these bonds; 4. Prejudgment interest awarded against the Insured on that part of any covered judgment we pay. If we make an offer to pay the applicable Limits of Liability, we will not pay any prejudgment interest based on that period of time after the offer; 5. All interest on the full amount of any covered judgment that accrues after entry of the judgment and before we have paid, offered to pay, or have tendered or deposited to a court of competent jurisdiction the part of the judgment that is within the applicable Limits of Insurance. G.Commercial Payor means any private health insurance company or managed care organization; however, Commercial Payor does not include any automotive insurance companies in their capacity as such. H.Costs, Charges and Expenses means an attorney’s fees and expenses for legal services rendered in the investigation, defense, and appeal of any Insured Event. Costs, Charges and Expenses do not include: 1.Remuneration, salaries, wages, overhead, fees or benefits of, or paid to, any Insured or the insurer; 2. The costs associated with the adoption and implementation of any corporate integrity agreement, compliance program or similar provision regarding the operations of the ’Insured s business, negotiated as part of a settlement with or by order of a federal or state regulatory body. I.Damages means a monetary and compensatory judgment, award or settlement, however, Damages do not include and we do not pay or reimburse: 1. amounts which are a multiple of compensatory Damages; 2. fines, penalties, sanctions, taxes or fees assessed against any Insured; 3. judgments or awards arising from acts deemed uninsurable by law; 4. fees owed to the Insured and any amounts incurred to collect such fees; 5. the return of fees or other compensation paid to any Insured; 6. past, present and future earned and unearned royalties, profits, fees, costs, expenses, commissions, and profits unlawfully or unjustly held or obtained, including the return, offset, disgorgement or restitution of such royalties, profits, fees, costs, expenses, commissions, and profits unlawfully or unjustly held or obtained; 7. non-pecuniary relief. J.Direct Patient Care means examination, diagnosis, testing or treatment provided personally to a patient. K.Emergency Evacuation means an evacuation of the ’Insured s premises that begins during the Policy Period based upon imminent danger from an external event or a condition which could cause loss of life or harm to the ’Insured s patients. Emergency Evacuation shall not include an evacuation arising out of: 1. a strike, bomb threat or false fire alarm, unless vacating is ordered by a civil authority; 2. a planned vacating drill; 3. the relocation of one or more patients that is due and confined to their individual medical condition; 4. nuclear hazard; 5. war and military action. L.Emergency Evacuation Expenses means the reasonable and necessary expenses incurred by an Insured in the performance of an Emergency Evacuation, including the costs of transportation and relocation of patients. M.EMTALA Proceeding means proceedings Instituted against the Insured by a Government Entity alleging violations of the Emergency Medical Treatment and Labor Act (EMTALA). N.Event means an Insured Event,Privacy Breach Event,Regulatory Wrongful Act, HIPAA Violation, Hearing, Emergency Evacuation,a request for Subpoena Assistance,or a request for Reputation Protection Expense. EO 13 26 08 20 Page 6 of 18 O.Fines and Penalties means civil fines or penalties levied upon the Insured by a governmental or industry regulatory body arising from a covered Insured Event or HIPAA Proceeding. Fines and Penalties do not include: 1. matters uninsurable under the law, or 2. any costs incurred to comply with or to fulfill an injunction or non-monetary judgment or order, or 3. any costs incurred to comply with or to fulfill a contractual requirement or mandate. P.Good Samaritan Act means services rendered, or failed to be rendered, as a professional during a sudden and unforeseen emergency for which no fee is expected, demanded or received. Q.Government Entity means: 1. Any department, agency, task force or other organization created by any United States federal or state law, regulation, rule or executive order; 2. Any department, agency, task force or other organization operated, funded or staffed, in whole or in part, by the United States federal government or any state government; or 3. With respect to Billing Errors Proceedings, any organization operating as a Medicare Integrity Program Contractor. R.Hearing means a formal administrative proceeding or series of proceedings, including any investigation or investigations related thereto, conducted by a Medical Licensing Board or Healthcare facility. A series of related proceedings arising out of the same allegations, and before the same administrative body, shall constitute one Hearing. S.HIPAA Proceeding means proceedings Instituted against the Insured by a Government Entity alleging violation of the Health Insurance Portability and Accountability Act (HIPAA) privacy regulations. T.HIPAA Violation means an actual or alleged violation by the Insured of the Health Insurance Portability and Accountability Act (HIPAA) privacy regulations. U.Instituted means the time formal written notice of an Insured Event is served upon or otherwise received by the Insured. V.Insured means: 1. the Named Insured; 2. your current and former employees, temporary employees, leased personnel, principals, partners, executive officers, directors, members, managers, stockholders, students, trustees, volunteers, or Medical Directors while acting on your behalf within the course and scope of their duties; 3. in the event of death or incapacity of any Insured, their legal representative in his or her capacity as such, for any Claim against the Insured; 4. your lawful spouse or legally recognized domestic partner solely by reason of their legal status, or their ownership interest in property or assets that are sought as recovery. This shall not apply to the extent a Claim alleges any Professional Incident, Network Security and Privacy Wrongful Act or Media Wrongful Act by such spouse or legally recognized domestic partner who does not otherwise qualify as an Insured; 5. any Newly Acquired Entity; Insured shall not include physicians, dentists, chiropractors, naturopathic practitioners, podiatrists, nurse midwives or certified registered nurse anesthetists, unless specifically identified as an Insured within the definition of Insured or on an endorsement added to this Policy. W.’Insured s Computer System means computers and associated hardware, software, or firmware, including network devices and backup components owned, leased, operated or controlled by the Named Insured, or an Outsourced Service Provider, whether on-site or off-site, and used in the ordinary course of the ’Named Insured s Professional Services; however it does not include hardware, firmware or software of any third party provider of connectivity, terrestrial or satellite communication services to the Insured. X.Insured Event shall mean Billing Errors Proceeding, EMTALA Proceeding or Stark Proceeding Instituted against the Insured. Y.License Defense Costs means: 1. Fees charged by an attorney designated by us; and 2. All other fees, costs and expenses resulting directly from the investigation, adjustment and defense of an Insured for a Hearing. EO 13 26 08 20 Page 7 of 18 License Defense Costs do not include Fines or Penalties. Z.Malicious Code means an unauthorized, unwanted or harmful program, code or script, including, but not limited to, viruses, trojan horses, worms, time or logic bombs, spyware, malware, spiderware, ransomware or other electronic infections. AA.Maximum Amount Reimbursable means the sum of all covered Costs, Charges and Expenses, Audit Expenses or Fines and Penalties that will be reimbursed for an Insured Event. BB.Media means material or information in audio, digital, electronic, broadcast or printed format including soft ware. CC.Media Activities means the display, broadcast, dissemination, distribution or release of Media by an Insured. DD.Media Wrongful Acts means any of the following actual or alleged unintentional and unknown conduct directly resulting from your Media Activities: 1. libel, slander or defamation; 2. invasion or infringement of an individual’s right to privacy or publicity; 3. disparagement of another’s goods, products or services; 4. plagiarism or misappropriation of ideas; 5. infringement of copyright, trademark, title, slogan, trade name, trade dress, service mark, service name; or 6. detrimental reliance upon the negligent content of Media. EE.Mediation means the voluntary and nonbinding process by which the Insured and claimants agree to use a neutral and qualified third party to intercede between the Insured and claimants with the intention to reconcile the Insured and claimant to resolve a Claim. Court ordered or imposed mediation or other court ordered dispute resolution are not considered Mediation for the purposes of this coverage. FF.Medical Director means a physician or other healthcare professional employed or contracted by the Named Insured specifically to serve as Medical Director. GG.Named Insured means the entity or individual named in the Declarations. HH.Network Security and Data Privacy Wrongful Act means the ’Insured s unintentional and unknowing failure to prevent a Privacy Breach Event or failure to prevent Unauthorized Access or Unauthorized Use that directly results in: 1. the inability of an authorized third party user to access the ’Insured s Computer System; 2. the inability of an authorized third party user to access its own computer, communication or network systems; 3. the failure or corruption of a third party’s computer, communication or network systems; 4. the transmittal or distribution of Malicious Code from the ’Insured s Computer System to a third party’s computer, communication or network systems; 5. the perpetuation of a denial of service attack on a third party’s computer, communication or network systems; 6. the violation of a Privacy Law; 7. invasion of an individual person’s right to privacy or publicity; or 8. unauthorized disclosure, release, theft or loss of Protected Information including Protected Information in the care, custody or control of an Outsourced Service Provider. II.Newly Acquired Entity means any entity formed or acquired by the Named Insured and in which the Named Insured has more than 50% of the legal or beneficial interest, or a joint venture or partnership that the Named Insured becomes a member of, during the Policy Period but only if all of the following conditions are met: 1. within 90 days of the formation of a Newly Acquired Entity, the Named Insured notifies the Company in writing of the details of such merger, acquisition, or newly created joint venture or partnership; and 2. the Named Insured has agreed in writing to any changes in terms and conditions of this Policy related to the Newly Acquired Entity and paid any additional premium, if any, charged by the Company; and 3. the Company has issued a written endorsement specifically noting the addition of the Newly Acquired Entity as a Named Insured under this Policy. JJ.Other Insurance includes, but is not limited to, insurance coverage or benefits provided by self-insurance arrangements, pools, self-insurance trusts, captive insurance companies, inter-insurance exchanges, mutual insurance EO 13 26 08 20 Page 8 of 18 companies, stock insurance companies, risk retention groups, reciprocal exchanges, mutual benefit or assistance programs, or any other plan or agreement of risk assumption. KK.Outsourced Service Provider means a third party independent contractor that provides processing, maintaining or storing of Protected Information or hosting of computer applications for the Named Insured under a written contract with the Named Insured. LL.Patient Property Damage means physical injury to, destruction or loss of use of tangible property sustained by your patient. MM.Personal Injury means injury caused by one or more of the following offenses: 1. false arrest, detention or imprisonment; 2. malicious prosecution; 3. wrongful entry or wrongful eviction; 4. invasion of right of private occupancy. NN.Policy Period means the period from the inception date stated in the Declarations to the expiration date stated in the Declarations, or its earlier termination date, if any. OO.Policy Territory means anywhere in the world except countries or states against which the United States has implemented trade or diplomatic sanctions. PP.Privacy Breach Event means actual or reasonably suspected failure of the Insured, or an Outsourced Service Provider, to prevent the theft, accidental release or unintentional and unauthorized disclosure of Protected Information. QQ.Privacy Breach Expenses mean the following reasonable and necessary expenses incurred by the Insured or for the Insured,which are required in order for the Insured to comply with applicable PrivacyLaws or to minimize potential Damages which may otherwise be covered under this Policy: 1. Notification Expense Expenses charged by a vendor designated or approved in writing by us to notify an individual person of the release of Protected Information as a result of a Privacy Breach Event. 2. Credit Monitoring Expense Expenses charged by a vendor designated or approved in writing by us to provide credit monitoring services to an individual person affected by a Privacy Breach Event and for a period of 12 months from the date of enrollment in such credit monitoring services. 3. Cyber Investigation Expense Expenses charged by a law firm or vendor designated or approved in writing by us to investigate a Privacy Breach Event in order to determine whether the Insured has an obligation to provide notice under Privacy Law. Such costs do not include (a) salaries, wages, fees, remuneration, overhead, benefits or expenses of an Insured, or (b) costs or expenses incurred to prevent future or subsequent Privacy Breach Events. Cyber Investigation Expense does not mean the costs or expenses charged or incurred to restore, replace, remediate, repair, correct, enhance, upgrade or otherwise modify, improve or make changes to the ’Insured s Computer System. 4. Crisis Management Expense Expenses charged by a public relations firm, law firm or crisis management firm designated or approved in writing by us to perform crisis management services in order to minimize potential Damages resulting from a Privacy Breach Event. 5. Call Center Expenses Expenses charged by a third party call center, designated or approved in writing by us, to answer the questions of individuals affected by such Privacy Breach Event. EO 13 26 08 20 Page 9 of 18 6. Legal Expenses Expenses charged by attorneys designated or approved in writing by us, in order to determine the ’Insured s indemnification rights under a written contract with any independent contractor, third party vendor or Outsourced Service Provider that may be legally responsible for the Privacy Breach Event. RR.Privacy Law means statutes pertaining to the protection and collection of non-public personal identifiable information as defined in those statutes. SS.Professional Incident means a negligent act, error or omission in the rendering of or failure to render Professional Services by the Insured or a person acting under the ’Insured s direction, control or supervision and for whose acts, errors or omissions the Insured is legally liable. All Professional Incidents that are logically or causally connected will be deemed one Professional Incident that, for the purpose of determining coverage under this Policy, occurred at the time of the earliest negligent act, error or omission. TT.Professional Services means services performed in person, by telephone or by other form of electronic communication, by an Insured for others involving specialized training, knowledge and skill while in pursuit of the profession or services stated in the Business Description on the Declarations, including Good Samaritan Acts. UU.Property Damage means: 1. physical injury to or destruction of tangible property, including all resulting loss of use of that property; or 2. loss of use of tangible property that has not been physically injured or destroyed. VV.Protected Information means private non-public personal information concerning a person in any format that has been lawfully collected, stored or maintained by an Insured or Outsourced Service Provider acting at the direction of the Named Insured. This does not include records that are lawfully available to the general public for any reason, including but not limited to information from federal, state or local government records. WW.Qui tam plaintiff means a private plaintiff under the False Claims Act (31. U.S. Sections 3729-3733). XX.Regulatory Wrongful Acts means acts or omissions giving rise to an Insured Event. YY.Related Claims means Claims based upon, arising from, in consequence of, directly or indirectly resulting from, or involving in any way continuous, repeated, the same, related or substantially similar facts, circumstances, subjects, situations, decisions, causes, persons, transactions, events, classes of persons or events, or a continuous, repeated, the same, related, or a substantially similar series of facts, circumstances, subjects, situations, decisions, persons, transactions, class of persons or events. ZZ.Related Event means Events based upon, arising from, in consequence of, directly or indirectly resulting from, or involving in any way the continuous, repeated, the same, related, or substantially similar facts, circumstances, subjects, situations, decisions, causes, persons, transactions, events, classes of persons or events, or a continuous, repeated, the same, related, or a substantially similar series of facts, circumstances, subjects, situations, decisions, persons, transactions, class of persons or events. AAA.Reputation Protection Expense means the reasonable and necessary expenses incurred directly by the Insured for a third party to re-establish and restore the ’Insured s professional reputation which is damaged as a direct result of a Professional Incident or Sexual Abuse and Molestation. Reputation Protection Expense does not include sums payable as Damages or Claim Expenses or salaries for employees. BBB.Restitution means repayment of fees, reimbursements, profits, charges or benefit payments received by the Insured from: 1. governmental health benefit payor or program, or carrier or intermediary making payments as part of, or in connection with, any such program; or 2. a Commercial Payor; or 3. any patient; to which the Insured was not legally entitled by reason of a billing error or errors, the return of which is sought in a Billing Errors Proceeding. CCC.Sexual Abuse and Molestation means actual or alleged abuse, molestation, mistreatment, maltreatment of a sexual nature against any person, including, but not limited to, any sexual involvement, sexual conduct, with or without consent, and negligent hiring, supervision, training, negligent retention and/or investigation of or failure to report to proper authorities any person who committed or is alleged to have committed any act of sexual abuse and molestation. EO 13 26 08 20 Page 10 of 18 DDD.Shadow Audit means an audit performed by a qualified professional, which examines the same billing records and related documents as those subject to an ongoing Billing Errors Proceeding, with the intent of providing the Insured with a private expert opinion. EEE. Stark Proceeding means proceedings Instituted against the Insured by a Government Entity alleging violation of any federal, state or local anti-kickback or self-referral laws. FFF.Subpoena Assistance means representation and advise for an Insured from us, or an attorney we designate, at any court hearing, proceeding or government inquiry, and includes assistance in responding to a subpoena, providing documentation as requested by a subpoena or providing and preparing testimony required by a subpoena. GGG.Subpoena Expenses means costs incurred by the Company in order to provide the Insured with Subpoena Assistance. HHH.Suit means a civil proceeding in which Damages resulting from a Professional Incident, Sexual Abuse and Molestation, Network Security and Data Privacy Wrongful Act or Media Wrongful Act are alleged. Suit includes an arbitration proceeding to which the Insured is required to submit or to which the Insured has submitted with our consent. III.Supervisory Duties means the responsibilities required of a Supervising Physician when delegating services to a Physician’s Assistant, Nurse Practitioner or Advanced Practice Registered Nurse as governed by the state within which the Physician’s Assistant, Nurse Practitioner, Advanced Practice Registered Nurse and Supervising Physician are practicing. JJJ.Unauthorized Access or Unauthorized Use means access to or the use of the ’Insured s Computer System by a person or organization that is not authorized to do so, or the access to or use of the ’Insured s Computer System by an authorized person in an unauthorized manner. KKK.Voluntary Self Disclosure means the Insured discloses information, without inquiry, to a Government Entity or Commercial Payor which may serve as grounds for a HIPAA Proceeding or Billing Errors Proceeding against the Insured. Such information must have become known to the Insured fortuitously and subsequent to the inception of this Policy. SECTION V. INCIDENT REPORTING PROVISIONS If during the Policy Period, you first become aware of any specific and identifiable Professional Incident, Sexual Abuse and Molestation, Network Security and Data Privacy Wrongful Act or Media Wrongful Act and during the Policy Period you give written notice to us of: A. The specific Professional Incident, Sexual Abuse and Molestation, Network Security and Data Privacy Wrongful Act or Media Wrongful Act including the date(s) and parties involved; and B. The Damages which have or may result from such Professional Incident, Sexual Abuse and Molestation, Network Security and Data Privacy Wrongful Act or Media Wrongful Act; and C. The circumstances by which you first became aware of such Professional Incident, Sexual Abuse and Molestation, Network Security and Data Privacy Wrongful Act or Media Wrongful Act. For the purposes of this insurance, a Professional Incident, Sexual Abuse and Molestation, Network Security and Data Privacy Wrongful Act or Media Wrongful Act reported under this provision shall be deemed a Claim. SECTION VI. POLICY EXCLUSIONS 1. EXCLUSIONS APPLICABLE TO ALL INSURING AGREEMENTS We shall not be liable to defend, pay, indemnify or reimburse the Insured with respect to any Claim or Event, based upon, resulting from, arising out of, in consequence of, or in any way in connection with or involving, directly or indirectly: A.Prior Knowledge 1. Any actual or alleged Claim, Event, fact, circumstance, subject, decision, transaction, situation or cause which has been reported, noticed or identified to any other insurance carrier, third party administrator or claims handler under any other insurance policy, application or agreement. 2. Any actual or alleged Claim or, Event, fact, circumstance, subject, decision, transaction, situation or cause of which the person signing the Application for this Policy or any of the ’Insured s current, former or future director, Chief Executive Officer, Chief Medical Officer, Chief Operating Officer, Chief Financial Officer, Chief Technology Officer, Chief Privacy Officer, President, or equivalent position was aware prior to the effective date of this Policy or any other Policy issued by us if such Claim, Event, fact, circumstance, subject, decision, transaction, event, situation or cause could reasonably have been expected to give rise to a Claim or Event. EO 13 26 08 20 Page 11 of 18 3. Any actual or alleged Claim or Event committed or which took place in whole or in part before the retroactive date shown on the Declarations. 4. Any prior or pending litigation, Claim, Event, fact, circumstance, subject, decision, transaction, situation, cause, proceeding or investigation made, presented, transmitted, filed or commenced on or before the effective date of this Policy, or alleging or derived from the same litigation, Claim, or Event, fact, circumstance, subject, decision, transaction, situation, cause, proceeding or investigation underlying or alleged therein. B. Insured versus Insured A Claim brought by or on behalf of: 1. an Insured against any other Insured, however this exclusion shall not apply to an otherwise covered Claim made against any Insured by another Insured for Professional Services rendered to another Insured in their capacity as a client or patient of any Insured or the Named Insured; 2. any entity which is owned or controlled by or is under common ownership or control of the Insured; 3. any person or entity which owns or controls any entity included within the definition of Insured; 4. any entity of which the Insured is a director, officer, partner or principal shareholder. C. Intentional Acts 1. Any actual or alleged dishonest, fraudulent, criminal, malicious or intentional act, error, or omission by an Insured, however, this exclusion does not apply to Claim Expenses incurred in defending any such Claim until such time as there is a final adjudication, judgment, binding arbitration, or conviction of any Insured, or an admission of such conduct by the Insured. This exclusion does not apply to those Insureds who did not intentionally and knowingly commit, acquiesce or participate in this conduct. 2. The execution, creation, or commission, by the Insured, of a denial of service attack or the execution, creation or commission of Malicious Code which limits or prevents the use of the ’Insured s Computer System or any third party’s computer system or network, however, this exclusion does not apply to Claim Expenses incurred in defending any such Claim until such time as there is a final adjudication, judgment, binding arbitration, decision or conviction of any Insured, or an admission of such conduct by the Insured. This exclusion does not apply to those Insureds who did not intentionally and knowingly commit, acquiesce or participate in this conduct. 3.Any actual or alleged gaining of any profit or advantage to which the Insured is not legally entitled, however this exclusion does not apply to Claim Expenses incurred in defending any such Claim until such time as there is a final adjudication, judgment, binding arbitration, decision or conviction of any Insured, or an admission of such conduct by the Insured. This exclusion does not apply to those Insureds who did not intentionally and knowingly commit, acquiesce or participate in this conduct. D. Direct Patient Care Direct Patient Care provided by any Medical Director. E. Supervisory Duties Supervisory Duties provided by any Medical Director. F. Under the Influence of Intoxicants or Narcotics Any Professional Incident taking place in whole or in part while any Insured is under the influence of intoxicants or narcotics. This exclusion does not apply to the Named Insured or any Insured who was not under the influence of intoxicants or narcotics and did not know or have reason to believe that any Insured was under the influence of intoxicants or narcotics. G.Discrimination 1. Any actual or alleged unlawful discrimination of any kind, based on, but not limited to, race, creed, religion, ethnic background, national origin, age, handicap, sex, sexual orientation, gender identification, genetic information, marital status or financial condition. 2. Any actual or alleged wrongful employment practice including but not limited to any refusal to employ, termination of employment, employment policies or procedures, coercion, demotion, evaluation, retaliation, reassignment, discipline, defamation, harassment, humiliation, failure to promote, wrongful disciplinary action, deprivation of career opportunity, inadequate work place, whistle-blowing, and labor disputes for any reason. EO 13 26 08 20 Page 12 of 18 H.Government Enforcement Any seizure, nationalization, confiscation, destruction, deletion or other malicious or harmful conduct, action or inaction by or on behalf of or in the name or right of any local, state, federal, or foreign administrative, governmental, quasi-governmental, regulatory or governmentally approved agency, tribunal, body, person or similar or equivalent entity of any Protected Information or computer, hardware, software or electronic system held or used by the Insured. I.Governmental Actions Any federal, state, local or foreign administrative, governmental, or regulatory agency, tribunal, body or similar or equivalent entity; however, this exclusion shall not apply as respects an otherwise covered Regulatory Wrongful Act. J. Outside Activities Any activities by any Insured as owner, sole proprietor, superintendent, executive officer, director, partner, trustee or employee of any organization which is not shown as a Named Insured on this Policy. K. Pollution Any presence, discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, oil or other petroleum substances or derivatives, waste materials or other irritants, contaminants, pollutants or any other substances, including asbestos, fungus, mold and lead, which are or may be injurious to public (“ ” ) health, property or the environment hazardous substances into or upon land, the atmosphere or any water course or body of water. It is further agreed that this Policy does not apply to any liability including expenses for: 1. the cost of cleanup or removal of “hazardous substances”; 2. the cost of such actions as may be necessary to monitor, assess or evaluate, the presence, discharge, dispersal, escape, release, or threat of same, of “hazardous substances”; ” 3. the cost of disposal of “hazardous substances or the taking of such other action as may be necessary to temporarily or permanently prevent, minimize, or mitigate damage to the public health or welfare or to property or the environment, which may otherwise result; or 4. any cost, based upon, arising from, in consequence of, directly or indirectly resulting from, or involving in any way any government direction or request that the Insured test for, monitor, clean up, remove, contain, treat, ” .detoxify or neutralize “hazardous substances ’ ’ L. Workers Compensation and Employers Liability Any Claim ’ for which you or any carrier as your insurer may be liable, under any Workers Compensation, Unemployment Compensation, Disability Benefits Law, the Employee Retirement Income Security Act of 1974 and as amended, or under any similar law or regulation; or to any injury, sickness, disease or death resulting there from of any employee or former employee of any Insured arising out of and in the course of his employment by any Insured. M. Intellectual Property Any misappropriation, infringement, or use of a copyright, title, slogan, patent, trademark, trade-name, trade dress, service mark, domain name, trade secret or any violation of an intellectual property right or law, however this exclusion does not apply to infringement of copyright, trademark, title, slogan, trade name, trade dress, service mark or service name as a result of your Media Activities. N. Antitrust Any actual or alleged antitrust, restraint of trade, unfair, false or deceptive trade practice, or violation of any federal, state, local or foreign legislation, regulation or law involving or prohibiting any antitrust activity, price fixing, price discrimination, monopoly or monopolization, predatory pricing, unfair competition, collusion, conspiracy or unfair, false, misleading or deceptive trade or business practice. O. False Advertisement Any actual or alleged inaccurate, false, misleading, deceptive or fraudulent description, representation or promotion of the products, services or business of the Insured. P. Property Damage and Personal Injury Any Property Damage or Personal Injury, however, we will reimburse the Named Insured for Patient Property Damage sustained while your patient is receiving Professional Services from an Insured provided that: EO 13 26 08 20 Page 13 of 18 1. The Patient Property Damage occurs during the Policy Period; and 2. You report the Patient Property Damage to us as soon as practicable during the Policy Period or any Extended Reporting Period we provide as described in SECTION IX. EXTENDED REPORTING PERIOD. The Limit of Liability for Patient Property Damage shown on the Declarations is the most we will pay for Patient Property Damage and no deductible shall apply. Q. Peer Review Any Peer Review services provided by one Insured for another Insured, however we will reimburse the Insured for amounts incurred in the defense of an allegation of negligent Peer Review but subject to the Limit of Liability for Peer Review shown on the Declarations, and no deductible shall apply. R.Contractual Liability Liability you assume under any contract or agreement, however this exclusion does not apply to liability you would have in the absence of such contract or agreement. S. Pricing, Guarantees and Cost Estimates Any Claim alleging any Insured exceeded a contract price, cost guarantee or cost estimate. T.Natural Disaster Any fire, flood, earthquake, volcanic eruption, explosion, lightning, wind, hail, tidal wave, landslide, or other act of God. U. Unauthorized Data Collection Any unlawful, unauthorized or undisclosed obtaining, gathering, collecting, acquiring, using, distribution or sale of any information of any type, nature or kind by any Insured, including but not limited to Protected Information however, this exclusion does not apply to any Insured who did not intentionally and knowingly commit, acquiesce or participate in this conduct or in the absence of a final judgment, adjudication or binding arbitration ruling adverse to such Insured. V. Uninsurable Amounts Any amounts which are or may be deemed uninsurable under the law under which this Policy is construed. W. Unsolicited Communication The unsolicited dissemination of any communication to actual or prospective customers of the Insured or any third party, including, but not limited to, actions brought under the Telephone Consumer Protection Act, the CAN-SPAM Act, or any other federal, state or local legislation, regulation or law protecting a person’s or entity’s right of seclusion or privacy; however, this exclusion does not apply to Network Security and Data Privacy Wrongful Acts. X.Securities Violation Any actual or alleged violation of any federal, state, local or foreign securities-related legislation, regulation or law. Y. Sanctions Any economic or trade sanction imposed by the United States, including but not limited to, sanctions administered (“ ” ).and enforced by The United States Treasury Department’s Office of Foreign Assets Control OFAC Z. Sexual Abuse Any actual or alleged sexual abuse, sexual molestation, sexual advances or sexual misconduct or any behavior or communications intended to lead to, or culminating in sexual abuse, sexual molestation, sexual advances or sexual misconduct, however, this exclusion shall not apply to a Claim for otherwise covered Sexual Abuse and Molestation. AA. Restitution Any amounts which are intended to serve as Restitution or repayment of monies received by the Insured to which any Insured was not entitled, as a result of billing errors made by the Insured. BB.Billing Errors Costs, Charges and Expenses, Audit Expenses or Fines and Penalties incurred in any Billing Errors Proceeding involving billing errors for medical services or items which are not provided or prescribed by the Insured. 2. EXCLUSIONS APPLICABLE ONLY TO NETWORK SECURITY AND DATA PRIVACY LIABILITY We shall not be liable to defend, pay, indemnify or reimburse the Insured with respect to any Claim or Event, based upon, resulting from, arising out of, in consequence of, or in any way in connection with or involving, directly or indirectly: EO 13 26 08 20 Page 14 of 18 A. Bodily Injury and Property Damage Any actual or alleged: 1.Bodily Injury; however, this exclusion does not apply to Bodily Injury sustained by a natural person as a direct result of a Network Security and Data Privacy Wrongful Act; 2.Property Damage. B. Mechanical Failure Any electrical or mechanical failures, including power interruption, surge, brownout or blackout, or defect of telephone, telecommunications, or data transmission lines, services, equipment or infrastructure. SECTION VII. LIMITS OF LIABILITY AND DEDUCTIBLE A. The Limit of Liability as shown on the Declarations and the rules detailed below fix the maximum amount we are obligated to pay for all Damages for each Claim or Related Claim under this Policy, as detailed in SECTION I. INSURING AGREEMENTS. The Limits of Liability shall be subject to the Aggregate Limit as shown on the Declarations for each coverage part and shall be part of, and not in addition to, the Policy Aggregate shown on the Declarations. B. The Additional Coverage Limits of Liability shown on the Declarations and the rules detailed below fix the maximum amount we are obligated to pay for all Additional Coverages under this Policy, as detailed in the applicable Insuring Agreement in SECTION II. ADDITIONAL COVERAGE INSURING AGREEMENTS. The Additional Coverage Limits of Liability shall be part of, and not in addition to, the Policy Aggregate shown on the Declarations. C. The Policy Aggregate Limit shown on the Declarations is the most we will pay under this Policy for all Claims or Events and once the Policy Aggregate has been exhausted there will be no further duty to defend the Insured or to pay on behalf of or reimburse any Insured for any Claims or Events. D. Applicable rules to the Limits of Liability 1. The applicable Limit of Liability stated in the Declarations is the maximum we will pay regardless of the number of Insureds, individuals or organizations that make a Claim, or the number of Events. 2. Our duty to defend will end when our Limits of Liability have been exhausted by payment of Damages, Claims Expenses, Privacy Breach Expenses, Costs, Charges and Expenses, License Defense Costs,Subpoena Expenses, Reputation Protection Expenses or have been deposited with a court of competent jurisdiction. 3.If any of the Limits of Liability shown on the Declarations show NIL, that portion of this Policy is not applicable and no coverage shall apply for the corresponding insuring agreement(s). E. Claim Expenses We will pay Claim Expenses with respect to any Claim against an Insured that we defend, investigate or settle. Unless modified by Endorsement, these payments will not reduce the applicable Limit of Liability, but are subject to the Claim Expenses Aggregate Limit shown on the Declarations. If the Claim Expenses Aggregate Limit is exhausted, then Claim Expenses will reduce the applicable Limit of Liability. F. PL Deductible 1. The PL Deductible shown on the Declarations applies separately to each Claim and shall be paid by the Named Insured. The PL Deductible applies to covered Claim Expenses and Damages. We may advance payment of part or all of the PL Deductible amount and upon notification of such payment being made, the Named Insured must promptly reimburse the Company for the PL Deductible amounts advanced by us. The Limits of Liability of this Policy apply in excess of the PL Deductible. 2. Mediation of a Claim If Mediation is used as a means to resolve a Claim made against the Insured to which this insurance applies, and such Claim is resolved solely, directly and immediately by the Mediation, then the PL Deductible obligation of the Named Insured shall be reduced by 50% subject to a maximum reduction of $25,000. We shall reimburse the Named Insured 50% of any portion of the PL Deductible payment made to us by the Named Insured prior to the Mediation as soon as practicable after the conclusion of the Mediation. G.Multiple Claims, Events, Professional Incidents The inclusion herein of more than one Insured or the making of Related Claims or Related Events by more than one person or organization shall not operate to increase the Company’s Limit of Liability. For purposes of this insurance, all Claims for Damages or Claim Expenses directly or indirectly arising out of a single Professional EO 13 26 08 20 Page 15 of 18 Incident, Sexual Abuse and Molestation, Network Security and Data Privacy Wrongful Act, Media Wrongful Act or Event that are logically or causally connected shall be treated as a single Claim or a single Event. All such Related Claims and Related Events, whenever made, shall be considered first made and reported to the Company during the Policy Period in which the first of all such Claims or Events was first made against any Insured or reported to the Company. All Related Claims or Related Events arising out of a single Professional Incident, Sexual Abuse and Molestation, Network Security and Data Privacy Wrongful Act, Media Wrongful Act or Event or logically or causally connected Professional Incident(s), Sexual Abuse and Molestation, Network Security and Data Privacy Wrongful Act(s), Media Wrongful Act(s)or Event(s)shall be deemed to constitute a single Claim or single Event and be subject to the same Limit of Liability – Each Claim/Event, as stated in the Declarations. SECTION VIII. OTHER CONDITIONS A. Transfer of Rights of Recovery If there is a payment made by us, we shall be subrogated to all of the ’Insured s rights of recovery against any person or organization. The Insured will cooperate with us and do whatever is necessary to secure these rights. You must not waive or prejudice such rights. B. How Other Insurance Applies This insurance shall be excess of and not contribute with Other Insurance, whether collectible or not, that affords coverage for a Claim or Event, except for Other Insurance that is written specifically to apply in excess of the applicable Limit of Liability of this Policy. This insurance shall be excess for any Claim or Event to the extent it is insured under any other existing insurance whether such Other Insurance is stated to be primary, contributory, excess, contingent or otherwise, except for amounts incurred by the Insured which are less than or equal to the ’Insured s deductible under such Other Insurance, and which do not exceed the Maximum Amount Reimbursable or the applicable Limit of Liability of this Policy. If a Policy issued by us and one or more policies issued by another insurer apply to the same Claim or Event, our pro-rata share will be determined by the total Limits of Liability of our Policy in effect at the time the first Claim or Event was made and reported to us in writing and the Limits of Liability of all Other Insurance. C.Changes Made to this Policy The terms and conditions of this Policy cannot be waived or changed except by specific written endorsement issued by us and made part of the Policy. D. Assignment of the Insured’s Interest The interest of the Insured under this Policy is not assignable to any other person or organization, except with the Company’s prior written consent. E.Bankruptcy Bankruptcy or insolvency of the Insured or the ’Insured s estate shall not relieve us of any of our obligations under this Policy. F.Cancellation This Policy may be canceled by the Named Insured by returning the Policy to us or our authorized representatives. The Named Insured can also cancel this Policy by written notice to us stating at what future date cancellation is to be effective. If the Named Insured cancels, earned premium shall be computed using the customary short rate table or the amount stated elsewhere in this Policy as Minimum Earned Premium, whichever is greater. We can cancel the Policy by written notice to the Named Insured, at the address last known to us. We will provide written notice at least thirty (30) days before cancellation is to be effective and the earned premium will be computed pro-rata. However, if we cancel because you fail to pay a premium or PL Deductible when due, only ten (10) days written notice of cancellation will be given and earned premium will be computed using the customary short rate table. The mailing of any notice of cancellation shall be sufficient proof of notice. This Policy will terminate on the effective date of the cancellation. Return of unearned premium is not a condition of cancellation. Unearned premium will be returned by us as soon as practicable. G.Application The statements made in the Application are all ’Insureds representations and are deemed material. This Policy is issued based upon the truth and accuracy of such representations. EO 13 26 08 20 Page 16 of 18 H.Audit We may examine and audit your books and records at any time during the Policy Period and within three (3) years after the expiration or termination date of this Policy, as far as they relate to this Policy. I.Action Against Us No action shall be brought against us by any Insured, unless, as a condition precedent thereto: 1. all Insureds have fully complied with all the terms and conditions of this Policy; and 2. the amount of Damages has been fixed or rendered certain; a. by final judgment against the Insured after trial of the issues; or b. the time to appeal such judgment has expired without an appeal being taken; or c. if appeal is taken, after the appeal has been determined; or d. the Claim is settled in accordance with the terms and conditions of the Policy. In no event shall any action brought by anyone be maintained against us unless such action is brought within twenty- four (24) months from the time the right to bring action first became available. J.False or Fraudulent Claims If an Insured reports any Claim knowing such Claim to be false or fraudulent, this Policy shall become void and all insurance coverage hereunder shall be forfeited as of the inception date of this Policy. K.Terms and Conditions of Policy Conformed to Statute Where necessary, the terms and conditions of this Policy will be amended to conform to applicable law. L.Stacking of Limits Under no circumstances shall more than one Insuring Agreement apply to any Claim or Event under this Policy. In the event that more than one Insuring Agreement is alleged to apply to a Claim or Event, we shall have the right to designate which Insuring Agreement shall apply and we shall not pay more than the highest applicable Limit of Liability for the Insuring Agreement we designate. M.Change in Controlling Interest If, during the Policy Period: 1.a Named Insured merges into or consolidates with another entity such that the Named Insured is not the surviving entity; 2.another person or entity acquires the Named Insured; 3. another person or entity acquires a controlling interest in the Named Insured; or 4. there is a divestiture or sale of more than fifty percent (50%) of a Named Insured's assets and/or liabilities; then the coverage under this Policy will continue for the Named Insured, but only for Claims or Events that occur before the date of such Change in Controlling Interest described above. This will apply unless you notify us within thirty (30) days of such Change in Controlling Interest and we issue an endorsement stating otherwise. N.Premium The premium amount for this Policy is stated in the Declarations and is for coverage for the Policy Period. If during the Policy Period there is a change in coverage afforded, we have the right to adjust the premium as of the date of change. Any premium adjustment shall be made in accordance with our prevailing rules and rates. Premium shown as advance premium is a minimum and deposit premium. At the close of each audit period we will compute the earned premium for that period. Audit premiums are due and payable by notice to the first Named Insured. If the premium for this Policy is a flat premium, it is not subject to adjustment. O.Minimum Retained Premium In the event of cancellation of this Policy by the Named Insured as specified herein, return premium shall be computed at .90 (Ninety percent) of thepro rata unearned Policy premium (or minimum premium if applicable) subject however to a retention by the Company of not less than twenty-five (25%) of the premium shown on the Declarations or renewal certificate. EO 13 26 08 20 Page 17 of 18 It is further agreed that return premium may be allowed on a pro rata basis if cancelled for non-payment, subject however to retention by the Company of the minimum premium as shown above. SECTION IX. EXTENDED REPORTING PERIOD As a condition precedent to your right to obtain an Automatic Extended Reporting Period (AERP) or an Extended Reporting Period (ERP), the full premium of this Policy, premium for endorsements or audits, and payment of deductibles must have been paid in full. Neither the AERP nor the ERP reinstate or increase the Limits of Liability. Neither the AERP nor the ERP extend the Policy Period or change the scope of coverage afforded by this Policy. A. Automatic Extended Reporting Period (AERP) If we or you cancel or non-renew this Policy for any reason other than non-payment of premium, non-payment of deductible, non-compliance with any terms and conditions of this Policy, fraud or material misrepresentation then you shall be entitled to an Automatic Extended Reporting Period (AERP) period of (60) sixty days from the date of Policy expiration or cancellation to report Claims or Events in writing to us which are first made against the Insured during the Policy Period and arise out of a covered Professional Incident, Sexual Abuse and Molestation, Network Security and Data Privacy Wrongful Act, Media Wrongful Act or Event which takes place subsequent to the retroactive date shown in the Declarations and prior to the Policy expiration or cancellation date. If the ERP in section B. below is purchased then this AERP shall be included within such ERP. B. Extended Reporting Period (ERP) If we or you cancel or non-renew this Policy for any reason other than non-payment of premium, non-payment of deductible, non-compliance with any terms and conditions of this Policy, fraud or material misrepresentation then you shall be entitled to purchase an ERP from the options below which begin from the date of Policy expiration or cancellation to report Claims or Events in writing to us which are first made against the Insured during the Policy Period or ERP and arise out of a Professional Incident, Sexual Abuse and Molestation, Network Security and Data Privacy Wrongful Act, Media Wrongful Act or Event which take place subsequent to the retroactive date shown in the Declarations and prior to the Policy expiration or cancellation date. 1. ERP Options a. One year for a premium not to exceed 125% of the annual premium, b. Two years for a premium not to exceed 150% of the annual premium, or c. Three years for a premium not to exceed 175% of the annual premium. 2. Your right to purchase the ERP must be exercised by notice in writing to us no later than thirty days (30) after the expiration or cancellation date of this Policy and must include payment of premium for the ERP. Upon receipt of the written notice to us and the premium for the ERP, the entire premium is deemed fully earned and is non- refundable. SECTION X. REPORTING OF CLAIMS, EVENTS AND INCIDENTS 1. The Named Insured must give Admiral written notice as soon as practicable, but in no event later than the Policy expiration, the cancellation date, or AERP or ERP expiration date, whichever is latest, of any Claim, Event or incident which may reasonably be expected to give rise to a Claim against an Insured to which this Policy applies. That notice shall be made to: Admiral Insurance Group, a Berkley Company Attention: Claims Department Mt. Laurel Corporate Park 1000 Howard Blvd., Suite 300, PO Box 5430 Mt. Laurel, NJ 08054 admclaims@admiralins.com 2. If the Insured becomes aware of a Claim or Event that first takes place during the Policy Period and may be covered by this Policy, the Insured must provide written notice to us as soon as practicable, but in no event later than the expiration date of the Policy or any applicable Extended Reporting Period. The Insured must immediately send copies to the Company of any demands, notices, or legal papers received and must authorize the Company to obtain records and any other related information. 3. If the Insured becomes aware of a Privacy Breach Event that first takes place during the Policy Period and may be covered by this Policy, the Insured must provide written notice of such Privacy Breach Event to the Insurer as soon EO 13 26 08 20 Page 18 of 18 as practicable, but in no event later than the expiration date of the Policy or AERP, or no longer than the minimum time period required by the applicable Privacy Law. A. The Insured must immediately send copies to the Company of any demands, notices, or legal papers received in connection with any Privacy Breach Event, and must authorize the company to obtain records and any other information related to the Privacy Breach Event. B. An Event Hotline is available for consultation at your sole expense, unless the Company has otherwise agreed to pay for such consultation and your Policy shall include an endorsement or notice of the particulars for contacting the Event Hotline. 4. All Insureds must fully assist and cooperate with us in the conduct, defense, investigation, negotiation and settlement of any Claim or Event. At our request, the Insured must submit to an examination under oath; provide us with written statements as requested by us, and attend meetings and negotiations; produce and make available all information, records, documents and other materials which we deem relevant to the Claim or Event. 5. All notices of Claims,Events or Incidents, must provide the following information: the potential claimant(s) by name or description, the names of the Insureds involved, the time, date, location and the description of the specific incident which forms the basis of the Claim, Event or Incident including the nature of the potential Damages arising from such specific Claim or Incident, the circumstances by which the Insured first became aware of the specific Claim, Event or Incident; and the reason the Insured reasonably believes the specific incident is likely to trigger coverage under this Policy. 6. As respects any Claim or Event; the Insured must attend hearings, depositions, proceedings, trials and appeals; and assist us in affecting settlements, securing and giving evidence and obtaining the attendance of witnesses, and pursing or enforcing any right of contribution or indemnity against a person or entity who may be liable to any Insured. 7. No Insured will, except at its own cost, voluntarily make a payment, admit liability, settle a Claim, settle an Event, retain attorneys, consultants, or related vendors, or assume any other obligation or incur any other expense without the Company’s prior written consent. 8. Immediately send the Company copies of all demands, notices, summonses or legal papers received in connection with the Claim, or Event. The Insured must do whatever is necessary to secure and effect any rights of indemnity, contribution or apportionment that the Insured may have. The Insured shall accept our assignment of counsel and the Insured shall refrain from discussing any Claim or Event with anyone other than counsel retained to represent the Insured or our representatives. EO 13 27 08 16 Page 1 of 1 Policy Number: EO000051837-03 EO 13 27 08 16 Effective Date: 06/15/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED LOCATION ENDORSEMENT This endorsement modifies insurance provided under the following: PROFESSIONAL LIABILITY COVERAGE PART In consideration of the premium charged, it is agreed that the coverage provided by this Policy does not apply to a Profes- sional Incident or Sexual Abuse and Molestation arising from Professional Services rendered anywhere other than the below designated location(s): DESIGNATED LOCATION 3640 South Cedar St., Suite M, Tacoma, WA 98409 All other terms and conditions of the Policy remain unchanged and apply. EO 13 39 08 16 Page 1 of 1 Policy Number: EO000051837-03 EO 13 39 08 16 Effective Date: 06/15/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PROFESSIONAL LIABILITY TERRORISM EXCLUSION (ABSOLUTE) This endorsement modifies insurance provided under the following: PROFESSIONAL LIABILITY COVERAGE PART This Policy does not apply to any Claim or Event arising, directly or indirectly, out of an Act of Terrorism. With respect to this endorsement only, Act of Terrorism means activities against persons, organizations or property of any nature: a. That involve the following or preparation for the following: (1)Use or threat of force or violence; or (2)Commission or threat of a dangerous act; or (3)Commission or threat of an act that interferes with or disrupts an electronic, communication, information, or mechanical system; and b. When one or both of the following applies: (1)The effect is to intimidate or coerce a government or the civilian population or any segment thereof, or to dis- rupt any segment of the economy; or (2)It appears that the intent is to intimidate or coerce a government, or to further political, ideological, religious, social or economic objectives or to express (or express opposition to) a philosophy or ideology. For any Claim which is excluded under the terms of this endorsement, the Company shall not have the obligation to defend, adjust, investigate or pay any cost for investigation, defense, adjustment or attorney fees arising out of such Claim. All other terms and conditions of the Policy remain unchanged and apply. EO 13 44 08 16 Page 1 of 1 Policy Number: EO000051837-03 EO 13 44 08 16 Effective Date: 06/15/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CLAIM EXPENSES WITHIN THE LIMITS OF LIABILITY This endorsement modifies insurance provided under the following: PROFESSIONAL LIABILITY COVERAGE PART It is agreed that SECTION VII. LIMITS OF LIABILITY AND DEDUCTIBLE, E. is deleted and replaced with the follow- ing: E. Claim Expenses We will pay Claim Expenses with respect to any Claim against an Insured that we defend, investigate or settle. If the Claim Expenses Aggregate Limit as shown on the Declarations Page shows INCLUDED, then Claim Expenses will reduce the applicable Limit of Liability of this Policy. All other terms and conditions of the Policy remain unchanged and apply. EO 14 12 07 21 Page 1 of 1 Policy Number: EO000051837-03 EO 14 12 07 21 Effective Date: 06/15/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY –SPECIFIED TREATMENT EXCLUSION REGENERATIVE MEDICINE This endorsement modifies insurance provided under the following: ADMIRALPRO DELTA®MED In consideration of the premium charged, it is agreed that the insurance afforded by this Policy does not apply to any Claim, Suit,or Event based upon or arising out of, directly or indirectly, in whole or in part, any procedures or treatments involving stem cell or exosome therapy, including any procedures or treatments involving derivative products thereof, conducted by or for the Named Insured. However, this exclusion does not apply to procedures or treatments involving platelet-rich plasma (PRP) therapy. It is further agreed that for any Claim made, Suit brought or Event which is excluded under the terms of this endorsement, the Company shall have no obligation to defend, adjust, investigate or pay any cost for defense, adjustment, investigation or attorney fees arising out of such Claims,Suits or Events. All other terms and conditions of this Policy remain unchanged and apply. AI 44 02 08 21 Page 1 of 1 Policy Number: EO000051837-03 AI 44 02 08 21 Effective Date: 06/15/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY SERVICE OF SUIT Pursuant to any statute of any state, territory or district of the United States which makes provision therefore, the Company hereby designates the Superintendent, Commissioner or Director of Insurance or other Officer specified for that purpose in the Statute, or his/her successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of you or any beneficiary hereunder arising out of this contract of insurance, and hereby designates the below named as the person to whom the said Officer is authorized to mail such process or a true copy thereof. It is further agreed that service of process in such suit may be made upon John Briggs, or his nominee of the Company at 7233 East Butherus Drive, Scottsdale, Arizona 85260, and that in any suit instituted against the Company upon this policy, it will abide by the final decision of such Court or of any Appellate Court in the event of an appeal. Nothing herein shall constitute a ’selection or designation of forum, or a waiver of any of the Company s rights to select a forum or court, including any of the federal courts of the United States. This includes any right to commence an action in or remove or transfer an action to the United States District Court or any other court of competent jurisdiction, as permitted by law. Further, pursuant to any statute of any state, territory or district of the United States of America or province of Canada, which makes provision therefore, we hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as our true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by you or on your behalf or any beneficiary hereunder arising out of this contract of insurance, and we hereby designate the above named as the person to whom the said officer is authorized to mail such process or a true copy thereof.                                                                                                                                                               Please Note: The above-referenceddata breach services are providedon a gratis basis to Admiral Policyholdersand no premium has been chargedfor theseservices. Mullen Coughlin, LLCis not an employee,partner,or agent of Admiral.Admiralbears no responsibility,either directly or vicariouslyfor any services providedby Mullen Coughlin, LLC. MK01220619                          