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01/12/2011 to 01/11/2012...12/15/2010 LeaseLEASE AGREEMENT MONROE COUNTY SOUTHERNMOST HOMELESS ASSISTANCE LEAGUE This Agreement is made and entered into by MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, FL 33040, (COUNTY or the LESSOR), and Southernmost Homeless Assistance League (SHAL or the LESSEE), a not -for -profit corporation incorporated in the State of Florida, whose address is P.O. Box 2990, Key West, FL 33045-2990. WHEREAS, the BOCC leases premises to other governmental agencies and not -for -profit organizations servicing the County community; and WHEREAS, SHAL has requested use of County office space; and WHEREAS, SHAL provides support to homeless programs in the community; and WHEREAS, the COUNTY owns an office building known as the Gato Building at 1100 Simonton Street, Key West, Florida; and WHEREAS, the Gato Building has a number of vacant offices due to reduction of the County workforce; and WHEREAS, the BOCC has determined that is in the best interests of Monroe County to lease 96 square feet of office space at the Gato Building; NOW THEREFORE, IN CONSIDERATION of the promises contained herein the parties agree to the following: 1. PROPERTY. The COUNTY leases exclusively to the LESSEE 96 square feet of office space, # 1-192, adjacent to the lobby of the Social Services Suite in the Gato Building and which is shown on Exhibit A, hereafter the premises. Exhibit A is attached and made a part of this Agreement. 2. TERM. The term of this Agreement is one (1) year running from January 12, 2011 through January 11, 2012. 3. USE AND CONDITIONS. The premises shall be used solely for the purposes of providing support, such as preparing grant application and coordinating collaborative projects, to other not -for -profit agencies providing services to the homeless in Monroe County. If the premises are used for any other purpose, the COUNTY shall have the option of immediately terminating this Agreement. LESSEE shall not permit any use of the premises in any manner that would obstruct or interfere with any COUNTY functions and duties. The LESSEE will further use and occupy said premises in a careful and proper manner, and not commit any waste thereon. LESSEE will not cause, or allow to be caused, any nuisance or objectionable activity of any nature on the premises. Any activities in any way involving hazardous materials or substances of any kind whatsoever, either as those terms may be defined under any state or federal laws or regulations or as those terms are understood in common usage, are specifically prohibited. The LESSEE will not use or occupy said premises for any unlawful purpose and will, at LESSEE's sole cost and expense, conform to and obey any present or future SHAL Lease Agreement Page 1 of 7 laws, ordinance and/or rules, regulations, requirements and orders of governmental authorities or agencies respecting the use and occupation of said premises. These covenants of the LESSEE shall also be binding on the use of the personnel, volunteers or clients of LESSEE in accessing any common areas of the Gato Building. No signs of any kind will be permitted on the external fagade of the building or in the parking lot. A sign no larger than 8 '/2 " X I I " may be posted at the entry door to the premises. 4. RENT. For the use of the premises, the LESSEE must pay the COUNTY the sum of $4,820.16 per year, for 96 square feet of office space at $50.21 per square foot, which rental sum is due in monthly installments of $401.68 on the first day of the month payable in advance. The twelve monthly payments shall be remitted to Monroe County Clerk's Office, 500 Whitehead Street, Key West, FL 33040. Additional consideration from each party: a. Utilities Electricity, office maintenance, office cleaning, and local phone calls will be provided by LESSOR at no additional cost to LESSEE, unless the occupation of the premises has a significant impact on any of such costs to LESSOR, in which case the parties will either renegotiate the consideration or mutually terminate this agreement. b. SHAL shall be entitled to use the common areas of the Gato Building, such as bathrooms, and the Social Services Suite, such as the lobby and conference room, incidental to the purpose of their occupancy of the premises. c. SHAL shall have access to LESSOR's deaf and/or hearing impaired services upon SHAL's timely notification in a form acceptable by both parties to the County Administrator's office, or its designee, any time this service is required. All costs incurred by SHAL's use of the services shall be at SHAL's sole cost and expense. 5. TAXES. The LESSEE must pay all taxes and assessments, including any sales or use tax, levied by any government agency with respect to the LESSEE's operations on the premises. 6. INSURANCE. LESSEE shall, throughout the term of this lease, maintain general liability insurance in a minimum amount of Three Hundred Thousand Dollars ($300,000.00); vehicle liability insurance in a minimum of Three Hundred Thousand Dollars ($300,000.00); and worker's compensation insurance for bodily injury or death to any one person or number of persons in any one occurrence in an amount not less than One Hundred Thousand Dollars ($100,000.00) unless waived or modified by County Risk Management per Administrative Instruction 4709. The insurance policy (or policies) shall name Monroe County as an additional insured. The LESSEE must keep in full force and effect the required insurance during the term of this Agreement. If the insurance policies originally purchased which meet the requirements of this lease are canceled, terminated or reduced in coverage, then the LESSEE must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the COUNTY whenever acquired or amended. 7. CONDITION OF PREMISES. The LESSEE must keep the premises in good order and condition. The LESSEE must promptly repair damage to the premises. At the end of the term of this Agreement, the LESSEE must surrender the premises to the COUNTY in the same good order and condition as the premises were on the commencement of the term, normal wear and tear excepted. The LESSEE is solely responsible for any improvements to land and appurtenances placed on the premises. SHAL Lease Agreement Page 2 of 7 8. 1WROVEMENTS. No structure or improvements of any kind shall be placed upon the land without prior approval in writing by the County Administrator and building permits issued by the COUNTY and any other agency, federal or state, required by law. Any such structure or improvements shall be constructed in a good and workmanlike manner at LESSEE's sole cost and expense. Subject to any landlord's lien, any structures or improvements constructed by LESSEE shall be removed by the LESSEE at LESSEE's sole cost and expense, by midnight on the day of termination of this Agreement or extension hereof, and the land restored as nearly as practical to its condition at the time this agreement is executed unless the Board of County Commissioners accepts in writing delivery of the premises together with any structures or improvements constructed by LESSEE. Portable or temporary advertising signs are prohibited. LESSEE shall perform, at the sole expense of LESSEE, all work required in the preparation of the property or premises hereby leased for occupancy by LESSEE; and LESSEE does hereby accept the leased property or premises as now being in fit and tenantable condition for all purposes of LESSEE. COUNTY reserves the right to inspect the leased area and to require whatever adjustment to structures or improvements as COUNTY, in its sole discretion, deems necessary. Any adjustments shall be done at LESSEE's sole costs and expense. Any building permits sought by LESSEE shall be subject to permit fees. 9. HOLD HARMLESS. The LESSEE is liable for and must fully defend, release, discharge, indemnify and hold harmless the COUNTY, the members of the County Commission, County officers and employees, and County agents and contractors, and the State, its officers and employees, from and against any and all claims, demands, causes of action, losses, costs and expenses of whatever type - including investigation and witness costs and expenses and attorneys' fees and costs - that arise out of or are attributable to the LESSEE's operations on the premises except for those claims, demands, damages, liabilities, actions, causes of action, losses, costs and expenses that are the result of the sole negligence of the COUNTY. The LESSEE's purchase of the insurance required under this Agreement does not release or vitiate its obligations under this paragraph. 10. NON-DISCPWMATION. The LESSEE for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The LESSEE for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and SHAL Lease Agreement Page 3 of 7 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 11. TERMINATION. The COUNTY may treat the LESSEE in default and terminate this Agreement immediately, without prior notice, upon failure of LESSEE to comply with any provision of this Agreement. LESSEE may terminate this Agreement upon giving thirty days prior written notice to COUNTY. 12. DEFAULT -WAIVER. The waiver by the LESSEE or the COUNTY of an act or omission that constitutes a default of an obligation under this Agreement does not waive another default of that or any other obligation. 13. ASSIGNMENT. The LESSEE may not assign this Agreement or assign or subcontract any of its obligations under this Agreement without the approval of the COUNTY's Board of County Commissioners. All the obligations of this Agreement will extend to and bind the legal representatives, successors and assigns of the LESSEE and the COUNTY. 14. SUBORDINATION. This Agreement is subordinate to the laws and regulations of the United States, the State of Florida, and the COUNTY, whether in effect on commencement of this lease or adopted after that date. 15. GOVERNING LAW, VENUE, INTERPRETATION. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the COUNTY and LESSEE agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The COUNTY and LESSEE agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 16. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and LESSEE agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 17. ATTORNEY'S FEES and COSTS. The COUNTY and LESSEE agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to SHAL Lease Agreement Page 4 of 7 reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 18. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and LESSEE and their respective legal representatives, successors, and assigns. 19. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 20. CLAIMS FOR FEDERAL OR STATE AID. LESSEE and COUNTY agree that LESSEE shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by COUNTY party prior to submission. 21. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. COUNTY and LESSEE agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 22. COOPERATION. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and LESSEE agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and LESSEE specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 23. COVENANT OF NO INTEREST. COUNTY and LESSEE covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. 24. CODE OF ETHICS. COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 25. PUBLIC ACCESS. The COUNTY and LESSEE shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and LESSEE in conjunction with this Agreement; and the COUNTY shall have SHAL lease Agreement Page 5 of 7 the right to unilaterally cancel this Agreement upon violation of this provision by LESSEE. 26. NON -WAIVER OF IMMUNM. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the COUNTY and the LESSEE in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 27. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 28. LEGAL OBLIGATIONS AND RESPONSIBILITES: Non -Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 29. NON -RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and LESSEE agree that neither the COUNTY nor the LESSEE or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 30. ATTESTATIONS. LESSEE agrees to execute such documents as the COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. 31. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 32. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. 33. SECTION HEADINGS. Section headings have been inserted in this Agreement as a SHAL Lease Agreement Page 6 of 7 matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 34. MUTUAL REVIEW. This agreement has been carefully reviewed by LESSEE and COUNTY, therefore this agreement is not to be construed against either party on the basis of authorship. 35. NOTICES. Notices in this Agreement, unless otherwise specified, must be sent by certified mail to the following: COUNTY: LESSEE County Administrator Mark Szurek, Chair 1100 Simonton Street Southernmost Homeless Assistance League (SHAL) Key West, FL 33040 P. O. Box 2990 Key West, FL 33045- 2990 36. RELATIONSHII' OF PARTIES. SHAL is, and shall be, in the performance of all works, services, and activities under this Agreement, an independent agency, and not an employee, agent or servant of the BOCC. SHAL shall exercise control, direction, and supervision over the personnel and volunteers who use the premises. SHAL shall have no authority whatsoever to act on behalf and/or as agent for the BOCC in any promise, agreement or representation other than specifically provided for in this agreement. The BOCC shall at no time be legally responsible for any negligence on the part of SHAL, its employees, agents or volunteers resulting in either bodily or personal injury or property damage to any individual, property or corporation. 37. FULL UNDERSTANDING. This Agreement is the parties' final mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. CTIVE DATE. This Agreement will take effect on January 12, 2011. r, q'.`' TNESS WHEREOF, each party has caused this Agreement to be executed by its representative. BOARD OF COUNTY COMvFI�SIQNERR +cG ANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIIIA -9A rn mr eounry ~ � � _ Ti CD By By CD Deputy Clerk yorJCh irman = rn (SEAL) SOUTHERNMOST HOMELESS N ASSISTANCE LEAGUE o ATTEST: Witne By %�- Title l AilOE COUNT A' VED SHAL Lease Agreement M By Titlee,�.c.�...,...�_ Address: t Ito ��.,w�... [Ge,r 4 . FL 3zo Phone: 3o 5' M Q- 1 t � �� EY Page 7 of 7 DAe-rVERCADO / ANT rUNTY ATTORNEY EXHIBIT "A" FEW L NOTE: THIS IS A CLAIMS MADE POLICY, PLEASE READ IT CAREFULLY NON-PROFIT SERVICE ORGANIZATION CERTIFICATE OF INSURANCE TI1 F: it HAR-r ORD COVERAGE DECLARATIONS FOR NONPROFIT DIRECTORS' AND OFFICERS' LIABILITY tvonrroht Directors' and Officers' Liability Insurance Policy Number: NOA0303413 Annual Premium: 1,272.60 1st POLICY YEAR $12.60 Includes FL State Surcharges .00 2nd POLICY YEAR -00 3rd POLICY YEAR Item A. Name of insured ENTITY: Southernmost Homeless C/O Assistance League, Inc. Street Address P.O. Box 2990 City, State, Zip Code: Key West FL 33041 Item B. POLICY PERIOD: From 3/18/2010 To 3/18/2011 (12:01 a.m. local time at the ENTITY's principal address) (month, day, year) (month day, year) Item C. Limits of Liability: (1) Aggregate each POLICY YEAR: S1,000,000 Item D. Deductible (also known as retention): (i) EMPLOYMENT PRACTICES CLAIM: S2„500 Each and every CLAIM (ii) Other than EMPLOYMENT PRACTICES CLAIM: S2,500 Each and every CLAIM Item E. Prior or Pending Litigation Date: 3/18/2002 (The Prior or Pending Litigation Date excludes coverage for all past and present litigation or known potential claims) Item F. Retroactive Date: None (If retroactive date is none full prior acts coverage will be provided subject to the Prior or Pending Litigation Date and the Terms and Conditions of the policy) Form Numbers of Coverage Parts, Forms and Endorsements that are a part of this policy and that are not listed in the Coverage Parts: NP001­1001000803 NPOOH014000803_ NPOOH022010306_ NPOOH028010306 NPOOH033000803 NPOOH043001203 NPOOH083000504 NPOOH087000504 NPOOH088000504 NPOOH090000306 NPOOH091000306 NPOOH095000306 NP09H03700 Program Administrator: Aon Association Services Mailing Address: Aon Association Services a Division of Atlinity Insurance Services, Inc. a Division of Affinity Insurance Services, Inc. 1)9 bast County lane Rd 1120 20th Street, N. W. Iratboro, PA 19040 Washington, D.0 20036 1-900-432-7465 Special Program: The United Way of America Endorsed D&O Program Insurance Provided by Twin City Fire Insurance Co Hartford Plaza Hartford, Connecticut 0611.5 A titcntbLr of'FHE HARTFORD \onProlit Directors and t 11icers I inhiht\ Police (t.d.6-99) I ,rm \o. NP 1N1 11035 0011803 Named Insured: Southernmost Homeless Effective Date: 03/18/2010 Insurer: The Hartford's Twin City Fire Insurance Co Policy Number: NOA0303413 DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT CONFIRMATION OF ACCEPTANCE OF CERTIFIED ACTS OF TERRORISM We previously notified you that in accordance with the federal Terrorism Risk Insurance Act, as amended (TRIA), we must make "certified acts of terrorism" coverage available in the policies we offer. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attorney General of the United States, to be an act of terrorism. The criteria contained in TRIA for "certified act of terrorism" include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to TRIA; and 2. The act resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of an United States mission; and 3. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals acting as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. Any coverage for terrorist acts certified under TRIA made available in our policies is partially reinsured by the United States Department of the Treasury under a formula established by the Act. Under this formula, the federal share equals 85% of that portion of such insured losses that exceeds the applicable insurer deductible. However, if aggregate insured losses attributable to terrorist acts certified under TRIA exceed $100 billion in a Program Year (January 1 through December 31) the Treasury will not make any payment for any portion of the amount of such losses that exceeds $100 billion. If aggregate insured losses attributable to terrorist acts certified under TRIA exceed $100 billion in a Program Year (January 1 through December 31) and we have met our insured deductible, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion and, in such case, insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. At that time we advised you that you will not be required to pay a premium for "certified acts of terrorism" coverage at this time. As a result of our notification, you have accepted "certified acts of terrorism" coverage. If, upon renewal of your policy, a premium is going to be charged for "certified acts of terrorism" coverage, we will provide you with notification of what that premium will be. By accepting coverage for "certified acts of terrorism", we reserve the right to exclude coverage for losses that are not eligible for federal reinsurance under the Act. HG 00 Hnn1 ni n7nA _. _ POLICY NUMBER: NOA0303413 EFFECTIVE DATE: 03/ 18/2010 It THIS ENDORSEMENT CHA NGES THE POLICY. PL EASE READ IT CAREFULLY. CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under all lines of insurance in this policy subject to the Terrorism Risk Insurance Act. A. Disclosure Of Federal Participation In Payment Of Terrorism Losse s The United States Department of the Treasury will pay a share of terrorism losses insured under the federal program. The federal share equals 85% of that portion of such insured losses that exceed the applicable insurer deductible. However, if aggregate insured losses attributable to "certified acts of terrorism" under the Terrorism Risk Insurance Act, as amended (TRIA), exceed $100 billion in a Program Year (January 1 through December 31), the Treasury shall not make any payment for any portion of such losses that exceeds $100 billion. B. Cap On Certified Terrorism Losses A "certified act of terrorism" means any act that is certified by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attorney General of the United States, to be an act of terrorism. The criteria contained in TRIA, for a "certified act of terrorism" include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to TRIA; and 2. The act resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of an United States mission; and 3. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. If aggregate insured losses attributable to "certified acts of terrorism" under TRIA, exceed $100 billion in a Program Year (January 1 through December 31) and we have met our insurer deductible under TRIA, we shall not be liable for the payment of any portion of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. C. Application Of Other Exclusions The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for any loss which would otherwise be excluded under this Coverage Part or Policy, such as losses excluded by the Nuclear Hazard Exclusion, War Exclusion or the War And Military Action Exclusion. G-3435-0 © 2008, The Hartford Page 1 of 1 HG 00 H068 00 0208 (Includes copyrighted material of the Insurance Services Office, Inc., with its permission.) ni (CLAIMS MADE) NONPROFIT DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY THIS POLICY APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSURED AND REPORTED TO THE COMPANY DURING THE POLICY YEAR OR THE EXTENDED CLAIMS REPORTING PERIOD, IF PURCHASED. AMOUNTS PAID AS CLAIM EXPENSES SHALL REDUCE AND MAY EXHAUST THE LIMITS OF LIABILITY. - KEY WORDS AND PHRASES APPEARING BOLDED AND IN LARGE CASE SCRIPT THROUGHOUT THIS TEXT HAVE SPECIAL MEANINGS. PLEASE REFER TO SECTION II, DEFINITIONS - In consideration of the payment of the premium and in reliance upon statements in the application, the Insurance Company shown on the CERTIFICATE OF INSURANCE (hereinafter called the COMPANY) agrees with the INSURED, subject to all of the terms, exclusions and conditions of this policy as follows. I. Insuring Agreements A. Coverage The COMPANY shall pay on behalf of an INSURED all CLAIMS EXPENSES and DAMAGES that the INSURED becomes legally obligated to pay for any CLAIM(s) first made against the INSURED for a WRONGFUL ACT(s) which arise solely out of the discharge of an INDIVIDUAL INSURED'S duties on behalf of the ENTITY. B. Claims Made Provision In order for this coverage to apply: The CLAIM must first be made against the INSURED for a WRONGFUL ACT during the POLICY YEAR or if applicable during the Extended Claims Reporting Period. The CLAIM must first be reported, in writing, to the COMPANY as soon as practicable but in no event later than 90 days after the end of the POLICY YEAR in which the CLAIM was made against the INSURED or, if applicable, during the Extended Claims Reporting Period. C. Defense Provision When a CLAIM is made against an INSURED and reported to the COMPANY in accordance with the Claims Made Provision, the COMPANY has the right and duty to defend any covered CLAIM against the INSURED, even if such CLAIM is groundless, false or fraudulent. CLAIMS EXPENSES %gill be paid by the COMPANY and such payments will reduce the limit of liability. The COMPANY is not obligated to defend after the limit of liability has been exhausted. The COMPANY has the right to immediately withdraw from the defense of any CLAIM once the limit of liability has been exhausted Unless othen�ise endorsed this policy is written on a "DEFENSE WITHIN THE LIMITS" basis. The limits of liability, as set forth in Item C of the CERTIFICATE OF INSURANCE, available to pay judgments or settlements will be reduced by amounts incurred for CLAIM EXPENSES. YonProtit Directors and t)nicers Liability Policy (08103 Ed.) Pale 1 of 10 NP 00 H033 00) 0803 D. Settlement ProvisiL No CLAIMS EXPENSES shall be incurred without the COMPANY'S consent. No offer to settle any CLAIM shall be made or accepted by the INSURED without prior written agreement from the COMPANY. If the INSURED and the COMPANY disagree as to the disposition of any CLAIM, the following provisions shall apply: If the INSURED is willing to accept a settlement which is offered by a claimant or is unwilling to appeal a judgment, the COMPANY has the right to litigate in lieu of said settlement or appeal, prodded that the COMPANY bears all CLAIMS EXPENSES which are subsequently incurred. Any increase in such judgment or settlement will be paid by the COMPANY. If the COMPANY is willing to accept the judgment of a court or any settlement offer, and the INSURED is not willing to accept such judgment or settlement, the COMPANY may pay to the INSURED the amount of the judgment or settlement (less any remaining deductible amounts). The COMPANY shall then be relieved from any further liability for any DAMAGES, CLAIMS EXPENSES or any duty to defend. E. Territory The coverage afforded by this policy applies to WRONGFUL ACT(s) which occur anywhere in the world, provided that the CLAIM is made against the INSURED within the United States, its territories or possessions, or Canada. F. Spousal Extension If a CLAIM against an INDIVIDUAL INSURED includes a CLAIM against an INDIVIDUAL INSURED'S lawful spouse solely by reason of (1) such spouse's status as a spouse of the INDIVIDUAL INSURED or (2) such spouse's ownership interest in property which the claimant seeks as recovery for alleged WRONGFUL ACTS of the INDIVIDUAL INSURED then all CLAIMS EXPENSES or DAMAGES which such spouse becomes legally obligated to pay by reason of said CLAIM shall be treated as CLAIMS EXPENSES or DAMAGES which the INDIVIDUAL INSURED is obligated to pay. The coverage which is provided by this extension does not apply to any CLAIM which alleges that the INDIVIDUAL INSURED'S spouse committed any WRONGFUL ACTS. G. Outside Directorship Extension The insurance which is prodded by this policy shall extend to any CLAIM against an INDIVIDUAL INSURED for WRONGFUL ACTS arising from such INDMDUAL INSURED'S service in an OUTSIDE DIRECTORSHIP capacity. Coverage provided to any INDIVIDUAL INSURED while serving in an OUTSIDE DIRECTORSHIP capacity does not extend to the organization in which such OUTSIDE DIRECTORSHIP is held or to any of the other directors, officers, emplovees or trustees of the organization. The coverage provided by this OUTSIDE DIRECTORSHIP extension shall be specifically excess of any other indemnity or insurance available to such INDIVIDUAL INSURED from the Organization. H. Excess Benefits Transaction Extension Subject to Exclusion A (Section III) it is hereby agreed that the insurance which is provided by this policy shall extend to include the IW,o penalty excise tax imposed on any INDIVIDUAL INSURED pursuant to 26 U.S.C. Section 4958 (a) (2) for alleged participation in an excess benefit transaction. Nonprofit Directors and Officers Liability Policy (081103 Ed.) Pine 2 of 111 NP IIII H033 1111 08113 Breach of Contract Extension It is hereby agreed that the insurance provided by this policy shall extend to include CLAIMS EXPENSES and DAMAGES for CLAIMS arising from an actual or alleged breach of employment contract or agreement. however, the coverage for any CLAIM which alleges a breach of a nonemployment-related contract or agreement will be limited to CLAIMS EXPENSES only. Employment Retirement Income Security Act of 1974 $100,000 Sublimit Extension It is hereby agreed that the insurance provided by this policy shall be extended to include a $100,000 sublimit for CLAIMS EXPENSES which arise out of any CLAIM or CLAIMS alleging that an INSURED committed an EMPLOYEE BENEFIT PLAN- RELATED WRONGFUL ACT This sublimit is a part of and not an addition to the LIMIT OF LIABILITY which is set forth on the Declarations Page. The amount of this sublimit is not increased by the number of CLAIMS. This Extension does not include any coverage for DAMAGES II. Definitions The following terms whenever used in this policy in boldface type shall have the meaning indicated. A. CLAIM shall mean a demand for the institution of proceedings or a demand for money, including but not limited to, a service of suit, an institution of mediation or arbitration proceedings, or the institution of a charge against the INSURED with the United States Equal Employment Opportunity Commission (hereafter referred to as the EEOC) or a similar state or local agency which is responsible for the administration of state fair employment practices laws. B. CLAIMS EXPENSES shall mean the following but only when authorized by the COMPANY: 1. Fees, costs, and expenses charged by an attorney who is designated by the COMPANY to represent the INSURED in the defense of CLAIM; 2. All other fees, costs and expenses resulting from the investigation, defense and settlement of any CLAIM, including the administrative and investigative expenses or fees arising from EEOC proceedings (or similar state or local agencies). The interest on any part of a judgment that accrues before or after the entry of the judgment and before the COMPANY has paid or tendered or deposited the applicable judgment amount in court as well as any premiums for a bond amount, not exceeding the limit of liability, which is required as the result of a covered CLAIM, and premiums on bonds to release attachments. However, the COMPANY has no obligation to apply for or to furnish any such bonds; C. DAMAGES shall mean any amount that the INSURED becomes legally obligated to pay for any covered CLAIM, including judgments or settlements and the back pay and future lost earnings of INDIVIDUAL INSURED(s) if associated with EMPLOYMENT PRACTICES CLAIM. DAMAGES shall not include the following: Sanctions, fines or penalties (except as pro%idcd in Section I. H); Any punitive or exemplary damages unless such coverage is specifically required by state law or regulation. D. ENTITY shall mean the nonprofit corporation which is named in Item A on the CERTIFICATE OF INSURANCE and any organization which is added by endorsement to the policy. E. INSURED shall mean the ENTITY or an INDIVIDUAL INSURED, Nonprofit Directon and (Mcen Liability Policy (08/03 Ed.) NP 00 H033 0008 03 Page 3 of 10 F. INDIVIDUAL INSURED shall mean: Any past, present or future director, officer, trustee, employee, volunteer or member of any duly constituted committee of the ENTITY but only with regard to WRONGFUL ACTS i%hich arise solely out of the discharge of the INDIVIDUAL INSURED'S duties on behalf of the ENTITY; The heirs, executors, administrators, and legal representatives of an INDIVIDUAL INSURED, in the event of an INDIVIDUAL INSURED'S death, insolvency, incapacity or bankruptcy. This coverage extends only to the liability which arises out of WRONGFUL ACTS related to the INDIVIDUAL INSURED'S duties solely in their capacity with the ENTITY. G. POLICY PERIOD shall mean the period of time which is specified on the CERTIFICATE OF INSURANCE or its earlier cancellation date, if any. H. POLICY YEAR shall mean the period of one year following the effective date and hour of this Policy or any anniversary thereof; or of the time between the effective date or any anniversary and the end of the POLICY PERIOD is less than one year, such lesser period. If the Extended Claims Reporting Period is exercised, such period shall be deemed part of the POLICY YEAR during which it was exercised. In the event that the POLICY PERIOD is twelve months or less, then the term POLICY YEAR shall mean the same as the term POLICY PERIOD. POLLUTANTS shall mean any solid, liquid, gaseous or thermal irritant or contaminant, including but not limited to smoke, vapor, soot, fumes, acids, alkalis, chemicals, radioactive substances, and waste (including medical wastes). Waste includes materials to be recycled, reconditioned or reclaimed. WRONGFUL ACTS shall mean the following: Any actual or alleged act, error, misstatement, misleading statement, omission, neglect or breach of duty by an INSURED; Any actual or alleged mismanagement including, but not limited to the mismanagement of the ENTITY'S funds, except those funds covered by Exclusion E; Any actual or alleged wrongful Employment Practices, including but not limited to any actual or alleged violations of the following statutes: a) Title VII of the Civil Rights Act of 1964 b) The Americans with Disabilities Act 1990 c) The Age Discrimination in Employment Act of 1967 d) The Equal Pay Act of 1963 e) Sections 503 and 504 of the Rehabilitation Act of 1973 or any discrimination, wrongful termination or dismissal, workplace harassment (including sexual harassment), breach of any verbal or written employment contract or quasi -employment contract, employrncnt-related misrepresentation, wrongful failure to employ or promote. rongful discipline, wrongful deprivation of a career opportunity, failure to grant tenure, negligent evaluation, employment -related mental anguish or employment -related emotional distress, retaliation (including lockouts); Any actual or alleged Personal Injury or Publishers Liability, including but not limited to: libel. slander, false arrest, invasion of privacy, %�rongfi l detention or imprisonment. malicious prosecution, defamation of character, «rongful entry, %%rongfill eviction, plagiarism, misappropriation of ideas, infringement of a copyright or trademark, unauthorized use of a title; Any actual or alleged %iolation of the Sherman Antitrust Act, the Clacton Act or similar federal, state or local statutes or rules. Nunl'rulit Directurr and Otricen Liability Policy i08103 Ed.) NP 00 H033 00 0803 Page 4 of 10 K. OUTSIDE DIRECTORSHIP shall: 1. Mean any official position held by an INDIVIDUAL INSURED in any Outside Nonprofit Organization at the specific written request of the ENTITY; 2. Not extend to the Outside Nonprofit Organization in which the OUTSIDE DIRECTORSHIP is held or to any of the other directors, officers, trustees or employees of such Organization. L. EMPLOYEE BENEFIT PLAN -RELATED WRONGFUL, ACT(s) shall mean: 1. Any breach of the responsibilities, obligations or duties imposed upon fiduciaries of an EMPLOYEE BENEFIT PLAN by the Employee Retirement Income Security Act of 1974. as amended, or by the common or statutory law of the United States, or any state or other jurisdiction; 2. Any error, omission or negligent act made in the ADMINISTRATION of an EMPLOYEE BENEFIT PLAN. M. ADMINISTRATION shall mean giving advice to employees or effecting enrollment, termination or cancellation of employees under an EMPLOYEE BENEFIT PLAN. N. EMPLOYEE BENEFIT PLAN shall mean those benefit plans which provide benefits solely to the employees of the ENTITY and which meet the definition of Employee Benefit Plan in the Employee Retirement Income Security Act of 1974. O. EMPLOYMENT PRACTICES CLAIM shall mean a CLAIM which is brought and maintained by any past, present or prospective employee of the ENTITY against any INSURED for any WRONGFUL ACT in connection with any actual or alleged violation of the following statutes: 1. Title VH of the Civil Rights Act of 1964 2. The Americans with Disabilities Act 1990 3. The Age Discrimination in Employment Act of 1967 4. The Equal Pay Act of 1963 5. Sections 503 and 504 of the Rehabilitation Act of 1973 or any discrimination, wrongful termination, workplace harassment (including sexual harassment), breach of any verbal or written employment contract or quasi -employment contract, employment -related misrepresentation, wrongful failure to employ or promote, wrongful discipline, wrongful deprivation of a career opportunity, failure to grant tenure, negligent evaluation, employment -related mental anguish or employment -related emotional distress, retaliation (including lockouts); P. APPLICATION shall mean all signed applications for this Policy and for any policy in an uninterrupted series of polices issued by the COMPANY of which this Policy is a renewal or replacement. Q. INTERRELATED WRONGFUL ACTS shall mean WRONGFUL ACTS which have as a common nexus any fact, circumstance, situation, event, transaction or series of facts, circumstances, situations, events or transactions. R. CERTIFICATE OF INSURANCE means %Nhat is commonly considered to be the declarations page of the policy, containing information, such as insured ENTITY, policy period, limits of liability, premium, and policy number, %Nhich is commonly included on a declarations page. NonPront Directors and t)ntcer% Liability Policy (08/03 Ed.) , NP 00 H033 00 0803 Page 5 of 10 III. Exclusions The COMPANY is not obligated to pay DAMAGES or CLAIMS EXPENSES for: A. Any CLAIM arising from any dishonest (including any INSURED gaining any profit or advantage to which the INSURED was not legally entitled), fraudulent, criminal, or malicious WRONGFUL ACT or any WRONGFUL ACT committed deliberately by any INSURED or at the direction of any INSURED. B. Any CLAIM arising out of or attributable to obligations under any employer's liability law, unemployment compensation law, worker's compensation law, disability benefits law or similar law. C. Any CLAIM which arises out of or is in any way attributable to any actual or alleged: 1. Bodily injury, sickness, disease or death of any person; or 2. Mental Anguish or emotional distress (except that which arises out of an EMPLOYMENT PRACTICES CLAIM); or 3. Physical damage to or destruction of tangible property, including the loss of use thereof, or the loss of use of tangible property which has not been physically damaged or destroyed. D. Any CLAIM arising out of or attributable to any actual or alleged: 1. Injury or damage which would not have occurred in whole or part but for the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of POLLUTANTS at any time; or 2. Request, demand or order that any INSURED or any other party test for monitor, clean up, remove, contain, treat, detoxify, neutralize, or in any way respond to, or assess the effects of POLLUTANTS, or 3. Lawsuit, action, or proceeding by or on behalf of a governmental authority for DAMAGES because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, or in any way responding to, or assessing the effects of POLLUTANTS. E. Except to the extent that coverage is provided by Extension 1, any CLAIM arising out of any actual or alleged violation of the Employment Retirement Income Security Act of 1974 and its amendments or any regulations or order pursuant thereto, as well as any similar state law or regulation or from the INSURED'S ADMINISTRATION of an EMPLOYEE BENEFIT PLAN. F. Any CLAIM arising from any litigation, claims, demands, causes of action, legal or quasi -legal proceedings, decrees or judgments against any INSURED, occurring Prior to, or Pending the date stated in Item E. of the CERTIFICATE OF INSURANCE, of which any INSURED had received notice or otherwise had knowledge as of such date; or 1.) Arising from any subsequent litigation, claims, demands, causes of action, legal or quasi -legal proceedings, decrees or judgments against any INSURED arising from or based substantially on the same or related matters as alleged in the pleadings of such prior or pending litigation, claims, demands, causes of action, legal or quasi -legal proceedings, decrees or judgments against any INSURED; or 2.) Arising from anv act of any INSURED which gave rise to such prior or pending litigation, claims, demands, causes of action, legal or quasi -legal proceedings, decrees or judgments against any INSURED. G. Any CLAIM based upon, arising out of, directly or indirectly resulting from or in consequence of, or in any %gay involving any fact. circumstance, or situation committed, or alleged to have been committed prior to the Retroactive Date stated in Item F. of the CERTIFICATE OF INSURANCE, including any related facts or circumstances that arc logically or causally connected by reason of any common fact, circumstance, situation, transaction, casualty, event, or decision. NonPrurit Directors and Onicer% Liability Policy (08113 Ed.) Page 6 of 111 N P 00 14033 00 0803 IV. Deductible and Limit of Liability A. Deductible (also known as retention) The Deductible stated on the CERTIFICATE OF INSURANCE applies to each CLAIM and shall be paid by the ENTITY. The deductible shall apply to the payment of CLAIMS EXPENSE and DAMAGES. B. Limit of Liability The Limit of Liability shall apply in excess of the deductible shown on the CERTIFICATE OF INSURANCE. The Limit of Liability set forth in the CERTIFICATE OF INSURANCE shall be the maximum amount of DAMAGES or CLAIMS EXPENSE or both combined that the COMPANY will pay for all CLAIMS made in a given POLICY YEAR One or more CLAIMS arising out of the same WRONGFUL ACT or INTERRELATED WRONGFUL ACTS shall be deemed to constitute a single CLAIM and shall be deemed to have been made within the POLICY YEAR in which the earliest CLAIM involving the same WRONGFUL ACT or INTERRELATED WRONGFUL ACT was first made against the INSURED. V. Extended Claims Reporting Period If this policy is canceled or nonrenewed, the INSURED is entitled to an Extended Claims Reporting Period. This extension extends the period of time during which the INSURED may report CLAIMS to the COMPANY. This extension applies only to CLAIMS which are first made against the INSURED during the Extended Claims Reporting Period and arising out of a WRONGFUL ACT which occurred prior to the end of the POLICY PERIOD. The terms of the automatic Extended Claims Reporting Period shall be 90 days from the date of cancellation or nonrenewal of the policy. There is no additional premium charge for this automatic extension. The Extended Claims Reporting Period does not do the following: (1) Emend the length of the POLICY PERIOD; (2) Increase the policy's limits of liability; (3) Reinstate any exhausted limits of liability of this policy; (4) Otherwise change any of the policy's terms and conditions. In addition to the Automatic Extended Claims Reporting Period, at the option of the INSURED, the INSURED may purchase an optional Extended Claims Reporting Period as set forth below: Terms of the Optional Extended Reporting Period One Year Two Years Three Years Percentage of the Policy's Annual Premium 50% l o0'yo 150% To exercise this option, the INSURED must, within 90 days of the date of cancellation or nonrenc%%al of the policy, forward to the COMPANY a written request to purchase the optional Extended Claims Reporting Period. Said written request must be accompanied by full payment of the additional premium due. Note that the policy s annual premium is set forth on the CERTIFICATE OF INSURANCE. The entire premium for the Extended Claims Reporting Period is deemed to be fully earned upon election and payment of that premium. If this policy is canceled for any reason, the COMPANY shall not be obligated to return any portion of the Extended Claims Reporting Period premium to the INSURED. This extension is not available if the policy is canceled or nonrenewed for any if the following reasons: (1) Hie tailure of the INSURED to comply Stith police provisions. (2) fhe (JiIUre of the INSURED to cooperate \%ith the COMPANY Non Profit Directors and Officers Liability Policy (Iltt/113 Ed.) Pale 7 of 111 NP 00 U033 00 0803 (3) nny material misrepre elation of facts by the INSURED. (4) The f<•iilure of the INS ED to pay the policy premium. VI. Conditions A. The INSURED'S duties in the event of a CLAIM: (1) When a CLAIM is made against the INSURED, the INSURED must give prompt written notice to the COMPANY. Said notice shall include all demands, notices, summons or any other information which was received by the INSURED . (2) The INSURED must provide the COMPANY with all information, materials and cooperation which the COMPANY requests. (3) The INSURED must not make payment, admit liability, agree to any settlement or agree to an arbitration without the prior consent of the COMPANY. (4) The INSURED must do whatever is necessary to secure and effect any rights of indemnity, contribution or apportionment which the INSURED may have. B. The Reporting of Possible Claims If during a POLICY YEAR or during an Extended Claims Reporting Period, the INSURED first becomes aware of a possible CLAIM arising from a WRONGFUL ACT for which coverage may be provided hereunder, and if the INSURED, during that POLICY YEAR or no later than 90 days after that POLICY YEAR or during the Extended Claims Reporting Period, gives written notice to the COMPANY then any CLAIM which may subsequently be made against the INSURED shall be deemed to have been made during the POLICY YEAR or the Extended Claims Reporting Period in which the notice was given. Said written notice must: (1) Be given to: The Hartford 2 Park Avenue New York, NY 10016-5675 Toll Free: 800-721-8189 Toll Free Fax: 212-277-0945 (2) Include the potential claimant's name and address. (3) Include a detailed description of the WRONGFUL ACT. (4) Include a detailed explanation as to why the INSURED believes that a CLAIM may be made and the date on which the INSURED became aware of the potential CLAIM. C. Subrogation: In the event of any payment under this policy, the COMPANY shall be subrogated to all the INSURED'S rights of recovery therefor against any person or organization and the INSURED shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The INSURED shall do nothing after loss to prejudice such rights. D. Otherinsurance Coverage under this policy is excess over any other insurance, including but not limited to a Comprehensive General Liability Policy, which also provides coverage for any CLAIM. NonProlit Directors and (NTicen liability Policy (08/03 Ed.) Page 8 of 10 N P 00 11033 00 0803 E. Merger In the event of a merger involving the ENTITY, written notice must be given to the COMPANY at least 90 days prior to the date of the merger. The ENTITY shall provide such information as the COMPANY may require. The COMPANY at its option may elect to continue the coverage beyond the date of the merger. The INSURED shall pay any reasonable additional premium required by the COMPANY. If the COMPANY chooses to cancel the coverage, the INSURED is entitled to the Automatic Extended Claims Reporting Period which is set forth in Section V. The INSURED at its option may also elect to purchase the optional Extended Claims Reporting Period. F. Subsidiaries If the ENTITY acquires or creates a Subsidiary, written notice must be given to the COMPANY 90 days prior to the activation of its operations. The ENTITY shall provide such information as the COMPANY may require. The COMPANY at its option may elect to continue the coverage beyond the date of the Subsidiary's activation. The INSURED shall pay any reasonable additional premium required by the COMPANY. G. Representation and Severability For purposes of paying premiums, providing applications and all other correspondence between the INSURED and the COMPANY, it is agreed that the ENTITY is the representative of all INDIVIDUAL INSUREDS. In granting coverage to the INDIVIDUAL INSUREDS, the COMPANY has relied upon the declarations and statements in the written APPLICATIONS for this policy. Such declarations and statements are the basis of coverage and shall be considered as incorporated in and constituting a part of this policy. Such written APPLICATIONS for coverage shall be construed as separate applications for coverage by each INDIVIDUAL INSURED. With respect to the declarations and statements contained in such written APPLICATIONS for coverage no statements in the applications or knowledge possessed by any INDIVIDUAL INSURED shall be imputed to any other INDIVIDUAL INSURED for the purpose of determining if coverage is available. This policy encompasses all agreements existing between the INSURED and the COMPANY or any of its agents relating to this insurance. H. Cancellation This policy may be canceled by the INSURED by returning the policy to: Aon Association Services A division of Affinity Insurance Sen ices, Inc. 1120 20th Street, NW Washington, DC 20036 Toll Free: 800-432-7465 Fax: 202- 857-0143 This policy is not cancelable by the COMPANY except for the following reasons: 1. The INSURED S failure to pa} the premium. 2. A material misrepresentation by the INSURED. 3. The merger of the INSURED. Nonl1rolit Directors and OlTicers Liability Policy (08103 Ed.) Pale 9 of 111 N P 00 11033 00 0803 If the coverage is canceled for nonpayment of premium, the COMPANY will provide the INSURED with 10 days written notice of said cancellation. A cancellation for any other reason will require 60 days written notice to the INSURED. If the COMPANY cancels the policy, the earned premium will be computed on a prorata basis. The mailing of any notice of cancellation will be sufficient proof of notice. I. Policy Changes The terms and conditions of this policy cannot be waived or amended except by specific written endorsement issued by the COMPANY. Assignment The interest of the INSURED may not be assigned to any other person or organization. K. Action Against the COMPANY No action shall lie against the COMPANY unless, as a condition precedent thereto, the INSURED shall have fully complied with all the terms of this policy, nor until the amount of the INSURED S obligation to pay shall have been finally determined either by judgment against the INSURED after actual trial or by written agreement of the INSURED, the claimant and the COMPANY. L. Conformance to Statute Any terms of this policy which are in conflict with the terms of any applicable laws construing this policy are hereby amended to conform to such laws. In Witness Whereof, the COMPANY has caused this policy to be executed and attested, but this policy shall not be valid unless countersigned by a fully authorized representative of the COMPANY. Michael S. Wilder, Secretary Ramani Ayer, President & CEO NonProfit Directors and Mcers Liability Policy (08/03 Ed.) NP 00 If033 00 0803 Page 10 of 10 Medical and Professional Activities Exclusion It is understood and agreed that the Company is not obligated to pay Damages or Claims Expense for any Claim which arises out of any actual or alleged medical, psychological, psychiatric, counseling or other similar activity. This includes any actual or alleged failure to provide said activity as well as any actual or alleged abuse or molestation of any person. All other terms and conditions remain unchanged. This endorsement is a part of your policy and it takes effect on the effective date of your policy, unless another effective date is shown below. Policy Number: Effective Date: Entity: N OA0303413 3/18/2010 Southernmost Homeless NP00HO01000803 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INTERRELATIONSHIP OF CLAIMS ENDORSEMENT 1. Section II. Definitions, Q. INTERRELATED WRONGFUL ACTS, is deleted and replaced with the following: Q. INTERRELATED CLAIMS means all CLAIMS that include, in whole or in part, allegations of WRONGFUL ACTS, facts or circumstances that have a causal or logical connection. WRONGFUL ACTS, facts or circumstances shall be deemed to have a causal connection if one or more of the WRONGFUL ACTS, facts or circumstances alleged in one or more of such CLAIMS give rise (directly or indirectly) to the WRONGFUL ACTS, facts or circumstances alleged in the other of such CLAIMS. WRONGFUL ACTS, facts or circumstances shall be deemed to have a logical connection if there is either. (i) a goal, motive or methodology common to the matters alleged in such CLAIMS or (ii) a substantial overlap or resemblance between or among such CLAIMS. CLAIMS may be INTERRELATED CLAIMS regardless of whether such CLAIMS are legally distinct CLAIMS that may also allege different WRONGFUL ACTS, facts or circumstances to or different DAMAGES suffered by different people. 2. The second paragraph of section IV. Deductible and Limit of Liability, B. Limit of Liability, is deleted. 3. Section VI. Conditions, is amended by the addition of the following: Interrelationship of Claims For the purposes of this Policy, all INTERRELATED CLAIMS shall be deemed to be a single CLAIM first made on the earliest date that: 1. any of such CLAIMS was first made, regardless of whether such date is before or during the POLICY PERIOD; 2. notice of any WRONGFUL ACT alleged in any such CLAIMS was given to the Insurer pursuant to this Policy; or 3. notice of any WRONGFUL ACT alleged in any such CLAIMS was given under any prior insurance policy, regardless of whether such policy was issued by the Insurer. All other terms and conditions remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy, unless another effective date is shown below. All other provisions of the policy remain unchanged. Complete Only When This Endorsement Is Not Prepared with the Policy Must Be Completed Or Is Not to be Effective with the Policy POLICY NO. ISSUED TO EFFECTIVE DATE OF NOA0303413 THIS ENDORSEMENT NP 00 [10 90 00 03 06 0 2006, The Hartford Page 1 of 1 I1I(E 11Y FIARTFORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDED FRAUD EXCLUSION WITH SEVERABILTY Section III. Exclusions, A., is deleted and replaced with the following: A. Any CLAIM based upon, arising out of, directly or indirectly resulting from or in consequence of, or in any way in whole or in part related to any dishonest (including any INSURED gaining any profit or advantage to which the INSURED was not legally entitled), fraudulent, criminal, or malicious WRONGFUL ACT or any WRONGFUL ACT committed deliberately by any INSURED or at the direction of any INSURED; provided, however, that the WRONGFUL ACT of any INDIVIDUAL INSURED shall not be imputed to any other INDIVIDUAL INSURED. All other terms and conditions remain unchanged. This endorsement is a part of your policy and it takes effect on the effective date of your policy, unless another effective date is shown below. This endorsement is a part of your policy and takes effect on the effective date of your policy, unless another effective date is shown below. All other provisions of the policy remain unchanged. Complete Only When This Endorsement Is Not Prepared with the Policy Must Be Completed Or Is Not to be Effective with the Policy POLICY NO. ISSUED TO EFFECTIVE DATE OF NOA0303413 THIS ENDORSEMENT NP 00 HO 911 00 03 06 © 2006, The Hartford Page 1 of 1 r,I E vt E{ARTFORD THIS ENDORSMENT CHANGES YOUR POLICY. PLEASE READ IT CAREFULLY. ORDER OF PAYMENT ENDORSEMENT Section VI. Conditions, is amended by the addition of the following: Order of Payment In the event of one or more CLAIM(S) against both any INDIVIDUAL INSURED and the ENTITY, covered CLAIM(S) against the INDIVIDUAL INSURED will be paid before covered CLAIM(S) against the ENTITY. In no event does this increase the Limit of Liability as set forth in Item C of the CERTIFICATE OF INSURANCE. All other terms and conditions remain unchanged. This endorsement is a part of your policy and it takes effect on the effective date of your policy, unless another effective date is shown below. This endorsement is a part of your policy and takes effect on the effective date of your policy, unless another effective date is shown below. All other provisions of the policy remain unchanged. Must Be Completed POLICY NO. N OA0303413 Complete Only When This Endorsement Is Not Prepared with the Policy Or Is Not to be Effective with the Policy ISSUED TO EFFECTIVE DATE OF THIS ENDORSEMENT NP 00 FIO 95 00 03 06 © 2006, The Hartford Page 1 of 1 I rrE<F HAN•rFORD CANCELLATION AND NON -RENEWAL ENDORSEMENT STATE OF FLORIDA It is hereby agreed that Section VI. (H), Cancellation is deleted in its entirely and replaced with the following; Cancellation and Non -Renewal 1. Cancellation by the INSURED The INSURED has the right to cancel this Policy at any time by giving notice to the Company stating when thereafter the cancellation shall be effective. If the Policy is so canceled, earned premium shall be computed short rata. 2. Cancellation by the Company The Company has the right to cancel this Policy at any time and for any reason within the first ninety (90) days. The Company must mail the notice of cancellation at least twenty (20) days prior to the effective date of such cancellation. After this Policy has been in effect for ninety (90) days or more, it may be canceled for one of the following reasons: a. Nonpayment; b. Policy obtained through material misrepresentation c. Any insured violated the terms and conditions of the policy; d. The risk originally accepted has measurably increased; e. The cancellation is for all insureds under such policies for a given class insureds. The Company must mail notice of cancellation at least forty-five (45) days prior to the effective date of such cancellation. If the Company cancels for non-payment of premium, the Company must mail notice of cancellation at least ten (10) days prior to the effective date of such cancellation. All notices shall state the reason for cancellation. 3. Non -Renewal by the Company The Company has the right to non -renew this Policy effective of any policy anniversary date. All notices of non -renewal must be mailed to the INSURED at the last mailing address known to the Company, at least forty-five (45) days prior to the effective date of non -renewal and shall provide a specific explanation of the reason(s) for non -renewal. This endorsement is a part of your policy and takes effect on the effective date of your policy, unless another effective date is shown below. All other provisions of the policy remain unchanged. Must Be Completed POLICY NO. NOA0303413 Uomplete Only When This Endorsement Is Not Prepared with the Policy Or Is Not to be Effective with the Policy ISSUED TO EFFECTIVE DATE OF THIS ENDORSEMENT NP 09 HO 37 00 08 03 Page I ofI I Ttli: HAR�rEOHD AMENDMENT TO SECTION III (C) This endorsement modifies insurance provided under: NONPROFIT DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY It is understood and agreed that Section III, Exclusions, C., is deleted and replaced by the following: C. Any CLAIM which arises out of or is in any way attributable to any actual or alleged: 1. Bodily injury, sickness, disease or death of any person; or 2. Mental Anguish or emotional distress (except that which arises out of an EMPLOYMENT PRACTICES CLAIM); or 3. Physical damage to or destruction of tangible property, including the loss of use thereof, or the loss of use of tangible property which has not been physically damaged or destroyed. This exclusion includes but is not limited to any CLAIM which alleges that any of the above occurred as a result of any actual or alleged negligent employment, investigation, supervision, reporting to the proper authorities, or failure to so report, or retention of a person for whom any INSURED is or ever was legally responsible. All other terms and conditions remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy, unless another effective date is shown below. All other provisions of the policy remain unchanged. Complete Only When This Endorsement Is Not Prepared with the Policy Must Be Completed Or Is Not to be Effective with the Policy POLICY NO. ISSUED TO EFFECTIVE DATE OF NOA0303413 THIS ENDORSEMENT NIP 00 HO 83 00 05 04 2004, The Hartford Page I of 1 Tf l HAR'rFORD THIS ENDORSMENT CHANGES YOUR POLICY. PLEASE READ IT CAREFULLY. AMENDED DEFINITION OF OUTSIDE DIRECTORSHIP This endorsement modifies insurance provided under: NONPROFIT DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY Section II. Definitions, K. OUTSIDE DIRECTORSHIP, of this policy is deleted and replaced by the following: K. OUTSIDE DIRECTORSHIP shall: 1. Mean any official position held by an INDIVIDUAL INSURED in any outside 26 U.S.C. 501(c)(3) nonprofit organization at the specific written request of the ENTITY; 2. Not extend to the outside 26 U.S.C. 501(c)(3) nonprofit organization in which the OUTSIDE DIRECTORSHIP is held or to any of the other directors, officers, trustees or employees of such organization. All other terms and conditions remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy, unless another effective date is shown below. All other provisions of the policy remain unchanged. Must Be Completed POLICY NO, N OA0303413 Complete Only When This Endorsement /s Not Prepared with the Policy Or /s Not to be Effective with the Policy ISSUED TO EFFECTIVE DATE OF THIS ENDORSEMENT NP 01) HO 87 00 05 04 2004, The Hartford Page I of I THIS ENDORSMENT CHANGES YOUR POLICY. PLEASE READ IT CAREFULLY. AMENDED DEFINITION OF DAMAGES This endorsement modifies insurance provided under: NONPROFIT DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY Section II. Definitions, C. DAMAGES, of this policy is amended by the addition of the following: DAMAGES shall furthermore not include: Any actual or alleged excessive compensation that was paid to any INSURED INDIVIDUAL. 4. The return of funds that the INSURED received under any type of grant, program, contract or similar agreement. All other terms and conditions remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy, unless another effective date is shown below. All other provisions of the policy remain unchanged. Complete Only When This Endorsement Is Not Prepared with the Policy Must Be Completed Or Is Not to be Effective with the Policy POLICY NO. ISSUED TO EFFECTIVE DATE OF NOA0303413 THIS ENDORSEMENT NP 00 HO HK 00 05 04 2004, The Hartford Page I of I THE 2f EIA R'r FOR D THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FAIR LABOR STANDARDS ACT EXCLUSION This endorsement modifies insurance provided under the following: NONPROFIT DIRECTORS, OFFICERS LIABILITY INSURANCE POLICY Section III., EXCLUSIONS, is amended to include the following: for, based upon, arising from or in any way related to: 1. CLAIMS for unpaid wages, including overtime pay, for hours actually worked or labor actually performed by an employee of the Insured; 2. CLAIMS for improper payroll deductions, improper employee classification, or failure to maintain accurate time records; or 3. any actual or alleged violation of the Fair Labor Standards Act (FSLA) or any rule or regulation promulgated thereunder, or any other federal, state, local or common law, rules or regulations pertaining to wages, overtime and other subject matters governed under the FLSA. 4. any actual or alleged violation of the Worker Adjustment and Retraining Notification Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, or rule or regulation promul- gated thereunder, or other federal, state, local, or common law, rules or regulations pertaining to the subject matter governed under the aforementioned laws. All other terms and conditions remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy, unless another effective date is shown below. All other provisions of the policy remain unchanged. Must Be Completed POLICY NO. N OA0303.113 Complete Only When This Endorsement /s Not Prepared with the Policy Or /s Not to be Effective with the Policy ISSUED TO EFFECTIVE DATE OF THIS ENDORSEMENT NP 00 HO 43 00 12 03 ©2003, The Hartford rl�f I E HAR'rF'ORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DEFENSE OUTSIDE OF THE LIMIT ENDORSEMENT Section I. Insuring Agreements, C. Defense Provision, is deleted and replaced with the following: C. Defense Provision When a CLAIM is made against an INSURED and reported to the COMPANY in accordance with the Claims Made Provision, the COMPANY has the right and duty to defend any covered CLAIM against the INSURED, even if such -CLAIM is groundless, false or fraudulent. CLAIMS EXPENSES will be paid by the COMPANY and such payments will not reduce the Limit of Liability. The COMPANY is not obligated to defend any CLAIM, or pay any CLAIMS EXPENSES, after the Limit of Liability has been exhausted. The COMPANY has the right to immediately withdraw from the defense of any CLAIM once the Limit of Liability has been exhausted. Section IV. Deductible and Limit of Liability, B. Limit of Liability, is deleted and replaced with the following: B. Limit of Liability The Limit of Liability shall apply in excess of the deductible shown on the CERTIFICATE OF INSURANCE. The Limit of Liability which is set forth on the CERTIFICATE OF INSURANCE is the maximum amount of DAMAGES that the COMPANY will pay for all CLAIMS made in a given POLICY YEAR. All other terms and conditions remain unchanged. Policy Number: NOA0303413 Effective Date: 3/18/2010 Entity: Southernmost Homeless NIP UU HO 22 UI 03 OG © 2006, The Hartford Page 1 of 1 • � Y Tt[E it K%RTFORD PROFESSIONAL SERVICES EXCLUSION 1. Section Il. Definitions, is amended by the addition of the following: PROFESSIONAL SERVICES shall mean, but is not limited to, those services associated with a profession or vocation, the provision of which may or may not require any certification or license, that the INSURED provides to others; such services shall include, but not be limited to, services provided as a(n): accountant: dentist; lawyer: minister priest: rabbi: spiritual leader: psychiatrist: psychologist counselor social worker: doctor: physicians assistant: registered or licensed practical nurse: teacher veterinarian* insurance agent; architect: engineer: guardian: 2. Section III. Exclusions, is amended by the addition of the following: Any CLAIM arising out of or attributable to any: 1. rendering or failure to render any PROFESSIONAL SERVICE; and/or 2. certification or licensing of, or failure to obtain or maintain certification or a license in, a PROFESSIONAL SERVICE, by any INSURED; All other terms and conditions remain unchanged. This endorsement is a part of your policy and it takes effect on the effective date of your policy, unless another effective date is shown below. Policy Number: NOA0303413 Effective Date: 3/18/2011) Entity' Southernmost Homeless NP 00 HO iK 01 03 06 0 2006, The Hartford Page 1 of 1 y HTHE 9f ARTFORn Additional Entity Endorsement It is understood and agreed that the term Entity includes: Monroe County Board of County Commissioners All other terms and conditions remain unchanged. This endorsement is a part of your policy and it takes effect on the effective date of your policy, unless another effective date is shown below. 3/18/2010 Policy Number: Effective Date: Entity- N OA0303.113 3/18/2010 Southernmost Homeless NP 00 HO 14 00 08 03 fro; Ldin,,n MONROE COUNTY, FLORIDA Request For Waiver of Insurance Requirements I waived or modiried on the following contract. It is requested that the insurance requiremenN, as specified in the County's Schedule of Insurance Require nents. be Contractor: Contract for: 4 Address of Contractor; ;�Clc� r I Phone! '110 5� D-R C)— Scope of'Work: u Q%4 .4 -jok -- I Z—C' Reason for Waiver: Policies Waiver will apply to: -Signature of Contractor: Risk Management Date County Administrator appeal: Approved: Date: Board of'County COMmissionersappeal: \pproved: Meeting Date: Vlminisrration InstrLicti.)n 4709 1 .6 Approved Not APpro%ed: Not ;approved: 104 -NIONROE COUNTY, FLORIDA Request For Waiver of Insurance Requirements It is requested that the insurance requirements, as specttied in the C'ounty's Schedule of Insurance Requirements, be waived or modified on the following contract. Contractor: z � Contract for: � �IeQse- :Address of Contractor:_- TEL - Phone! �O Scope of Work: ► -- c - 1 —_ - - Qom_ Reason for Waiver: - — AA IJ sae .re_.oeCa- Policies Waiver will apply to: Signature of Contractor. Risk :Lianagement Date -- -. I -I- J_.j - County Administrator appeal; Approved: Date: Board of County Commissioners appeal: \pproved: Meeting Date: \,tminktratitm It -ruction 4 "09-6 Not Approved Not Appro,.e& Not Approved: 104 2005 Edition MONROE COUNTY, FLORIDA Request For Waiver of Insurance Requirements It is requested that the insurance requirements, as specified in the County's Schedule of Insurance Requirements, be waived or modified on the following contract. Contractor: Contract for: CTEW-p— tease . . . .......... Address of Contractor: . . ... . ........ . . Phone: 3'as—'- _an Scope of Work: Reason for Waiver: % Policies Waiver will apply to: Signature of Contractor - Approved Not Approved Risk Management Date County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: Not Approved. Meeting Date: Administration Instruction '4709.6 104