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Item P08 P.8 Coty f � ,�� ,' BOARD OF COUNTY COMMISSIONERS �� Mayor David Rice,District 4 The Florida Keys � Mayor Pro Tem Craig Cates,District I y Michelle Coldiron,District 2 James K.Scholl,District 3 Ij Holly Merrill Raschein,District 5 County Commission Meeting June 15, 2022 Agenda Item Number: P.8 Agenda Item Summary #10655 BULK ITEM: Yes DEPARTMENT: County Attorney's Office TIME APPROXIMATE: STAFF CONTACT: Brian Bradley (305) 295-3177 N/A AGENDA ITEM WORDING: Approval to accept proposal for airport public officials liability insurance from Indian Harbor Insurance Company through the Gehring Group with an annual premium of$15,754, and authorization for the Risk Manager to sign all necessary forms. ITEM BACKGROUND: The County's airport public officials' liability insurance policy with Indian Harbor through The Gehring Group expires on July 27, 2022. The public official's liability insurance policy provides coverage for wrongful acts alleged to have been committed by public officials and employees of the BOCC in connection with airport operations at Key West International Airport and the Marathon/Florida Keys International Airport, and also provides coverage for employment practices claims at the two airports (claims of discrimination, retaliation and harassment). Risk Management issued an RFP for this coverage in March 2022. Proposals from two insurers (Indian Harbor and Landmark Insurance Company)were received, both through the Gehring Group. Indian Harbor is the carrier who provides the County's current coverage. The proposed renewal of this policy through Indian Harbor provides limits of$2 million per claim and $2 million annual aggregate with deductibles of$10,000 for POL/EPL; $5,000 for crisis management. The policy annual premium is $15,754.00, which represents a savings of$721 (-4.37%)versus the annual premium paid last year. The renewal policy effective dates are 7/27/22-7/26/23. The County's Risk Consultant letter providing analysis and the Risk Selection committee score totals recommending this renewal are attached. PREVIOUS RELEVANT BOCC ACTION: 7/21/2021 - BOCC approved the current Gehring Group airport public officials liability insurance policy. CONTRACT/AGREEMENT CHANGES: Renew Airport Public Officials Liability with The Gehring Group Indian Harbor option. Packet Pg. 3193 P.8 STAFF RECOMMENDATION: Approval. DOCUMENTATION: 050422 - Gehring Group Response to RFP - Airport Public Officials Liability Insurance - FINAL - SUBMITTED Bid Tabulation Sheet RFP Airport Public Officials Recommendation Letter Airport Public Officials member score sheets (RS, JC, BB) Airport Public Officials Total Score FINANCIAL IMPACT: Effective Date: 7/27/2022 Expiration Date: 7/27/2023 Total Dollar Value of Contract: $15,754.00 Total Cost to County: $15,754.00 Current Year Portion: $15,754.00 Budgeted: Yes Source of Funds: 404-63001 Key West Airport O&M CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: No Additional Details: 06/15/22 404-63001 - KEY WEST AIRPORT O & M $15,754.00 REVIEWED BY: Brian Bradley Completed 05/25/2022 10:41 AM Cynthia Hall Completed 05/25/2022 12:56 PM Bob Shillinger Completed 05/25/2022 1:14 PM Purchasing Completed 05/25/2022 1:17 PM Budget and Finance Completed 05/25/2022 3:43 PM Brian Bradley Completed 05/25/2022 4:22 PM Lindsey Ballard Completed 05/31/2022 11:55 AM Board of County Commissioners Pending 06/15/2022 9:00 AM Packet Pg. 3194 P.8.a MONROE COUNTY CL REQUEST FOR PROPOSAL-AIRPORT PUBLIC OFFICIALS GLIABILITY INSURANCE 0 E H I N G . C a® DUE DATE: WEDNESDAY,MAY 4,2022 @ 3:00 P.M.< 0 U P EMPLOYEE BENEFITS I RISK MANAGEMENT Proposal Contact:Cindy Thompson,V.P.of Operations Tel: (800)244-3696 or(561)626-6797 Email:cindy.thompson@gehringgroup.com e e (D communitiesOur on public sector. The public sector • r" e� a %f Nd4� i. u rvr'� arsro,aiyyirroliirc'r','(� l id ow"i'm w�+ .s Kif»„ WaNtf v' u ,, r j pf // CL 0 CL rrr%,1 r: CL U- r CL rill (D CL c I CD J f,.. 2rai N v (D of E r/�(y�=ii r ,,, /.,,,// J ,-,f✓` /✓I/fi or�r/�,C/ir rail„�i�rr//�l///,�rl r//r//r „/r „/,:, // /,. �'�/1/ f✓///f/P/r//riG/�/i,%p///%/'�r � � r,f�l rl!J�C,�N r I//l///r,�(� v ,i ri r /rlrr/r�/�111 r%/r✓ �f ,� 1/r r/�l It//yl p �l i ,� �,�, r �r�/d�///�J///✓%�//�,/ly/ / r r.. , �/,.,/, ,; / r i � ,`n'i/�,� �,9�/N✓�.ji i rF �i(,,,ri..u /r, r/%f'rUr rrllri�rp��r��/li%I��1�(1/�� r /, 3195 ,r,�✓¢ ,rir�',,,,,.,i/r,.,r�iri��ilzn�i��,�,.�fn?;r�frl .P6.ri,.,.., ....� �,..i n� V�,.. �,,. 9 1�.� 6�'FIO,�r��F,d�(��v< l�N,"r�l�t'fl✓�,'1,r��,f,.!�s�,?r;'.,u�!,rlrrlquw9�6frl��r�P��kNl9f?�r�Y`yi"�i�iY/a%/:/l�r;;c�„%c g P.8.a Table of Contents Tab1:Cover Letter.................................................................................................................................... 3 Tab 2:Section Four Proposal Forms......................................................................................................... 5 0 CL Part I—General Information (and Safety & Loss Control Services) 10 Part II—Carrier Information Tab 3:Sample Policy Form&Endorsements...........................................................................................18 10 Indian Harbor Insurance Company 10, Landmark American Insurance Company ®a Tab 4:Required County Forms&Licenses ...............................................................................................92 Acknowledgment of Addenda 01 Lobbying &Conflict of Interest Clause Non-Collusion Affidavit 10 Drug Free Workplace Form 10, Public Entity Crime Statement 10 Insurance Agency License .2 10, Business Tax Receipt c2 CL CL CL 0 U) 0 CL U) 0 CL 0 0 C14 c14 LO 0 c� 2 Packet Pg. 3196 P.8.a Tab 1 : Cover Letter U May 4, 2022 CL 0 CL Purchasing Department Monroe County 1100 Simonton Street Key West, FL 33040 Re: Request for Proposal—Airport Public Officials Liability Insurance Dear Evaluation Committee Member: Gehring Group, a Risk Strategies Company, is pleased to provide this proposal in response to Monroe County's Request for Proposal for Airport Public Officials Liability Insurance. Through our extensive experience over the past 29 years serving as property and casualty consultant/broker for numerous Florida public sector entities, we are confident that our firm will offer efficiencies,value-added services, in-depth public sector experience, and an unparalleled service standard with the goal of not merely meeting the County's needs, but exceeding expectations. With team members having an average of 12.2 years and leadership having an average of 17.9 years 12 of industry experience, Gehring Group has been providing expert property and casualty consulting and risk i management services to Florida public sector clients for over 29 years and has grown to become one of the most respected insurance and risk management consulting agencies in the state of Florida. Upon becoming a division .2 of Risk Strategies Company as its Public Entities Specialists on January 1, 2022, Gehring Group has now even more to offer. Risk Strategies has $900 million in annualized revenue, over 3,000 valued team members and places 2 property and casualty program premiums in excess of $5 billion per year. We are industry leaders in various specialties and have a robust offering in both property and casualty and employee benefits. Gehring Group is unique in our qualifications to be your broker/consultant for three notable reasons: CL C 1) Public sector is our only industry specialty which will allow Monroe County to leverage our extensive CL knowledge and understanding of your unique needs, take advantage of our negotiating experience and collaboratively work together to manage future costs of providing property and casualty insurance broker 0 and consulting services to the County, 0 2) Our unique non-producer corporate organizational structure allows us to offer clients a broad depth of C value-added services along with the ability to reinvest revenue to enhance the support we provide year U) over year, and CL 3) Our all-inclusive service model allows our clients the opportunity to utilize our resources without concern for additional costs while providing full transparency of fees paid. o 0 Gehring Group's philosophy is to provide a full range of superior brokerage and consulting services to each of our clients. We take an innovative, proactive approach to continuously enhance the quality of our performance level beyond industry standards by providing an unparalleled service philosophy and a dedication to protecting the finances and assets of our clients. Gehring Group's team of experts strives to become informed of each client's risk philosophies and tolerances and to work diligently to produce your desired results. Our goal is for our clients LO to realize real dollar savings, while experiencing reductions in risk hazards and exposures through increased c� 3 Packet Pg. 3197 communication,awareness,and availability ofresources. Our risk management services currently include, but are not limited to: 0 �m�m�e��w �� ' ~ ~ ^ ' CL 0 Claims Review& Dispijfe Resohition PoficyAnalysis& Cornparisons 0 Pi-ograin Aue,fit & [ovetages 0 Clahns & 0 RFP'Development&Proposal Evaluation 0 Cemtract Review& Cemsultation <� 0 Di-affing of 11oficy& Safety Manuals 0 Loss Control&.5afetySeivices 0 Claims Experience Rating Management Council 8& B'oard Pmesenfutiomm Gehring Group is recognized throughout the state for being leader in serving the public sector and providing the -/ highest level of service to our clients. Due to our in depth understanding ofstandard ISO and manuscript insurance ' policy forms of all carriers that we work with, our intimate knowledge of the underwriting preferences of the carriers that we represent and our practice,year after year,of unbiased and objective insurance program analysis, our firm has evolved to become one of the top producing brokers/consultants for public sector entities ' throughout the state and with it has earned the respect and trust of both Florida Public Entity Insurance Trusts. based on this success' we have achieved significant leverage and recognition among the local carriers and have earned the distinct honor of being the only agency in Florida with active working relationships with two Florida � _ Trusts (Florida Municipal Insurance Trust and Preferred Governmental Insurance Trust). Finally, Gehring Group understands' meets' and exceeds the minimum requirements of the [ount\/s Request for 2 Proposal for Airport Public Officials Liability Insurance, and we are confident that we can provide Monroe County with additional value and exceptional services. Our approach to the business as detailed in this proposal, coupled with our industry experience, market relationships and enthusiasm' make us a broker of choice for many public 4= entities. We thank the members of the Evaluation Committee' in advance' for your review and consideration of 0 our comprehensive response'and we stand ready to provide any additional clarification or information requested. The contact person for this proposal is Cindy Thompson-VP of Operations who can be reached at(S61)626-6797 CL � or(0OO)244-3696, and her email address|s . tf CL VVethankthenoenobersofthese|ectioncononoitteeinadvancefortherevievvofourconoprehensiveresponseand stand ready to provide any additional required clarification upon review of this proposal's contents. CL ' Sincerely, 0 CL i ader—Public Entities o Strategies mCL GehrinQ Group, � k T �~ �� Proposal � Forms � ro U The required proposal forms in Section Four of the RFP are listed below and attached hereto to this proposal. CL � 0 Part |—Genera| Information Safety and Loss Control Services CL 10, PartU—Carrier |nformadon CL CL CL 0 CL CL CN CN LO 5 P.8.a SECTION FOUR — PROPOSAL FORMS 2 MONROE COUNTY, FLORIDA CL REQUEST FOR PROPOSALS FOR AIRPORT PUBLIC OFFICIALS LIABILITY INSURANCE PROPOSAL FORM PART I --GENERAL INFORMATION Use of the proposal forms will enable a faster more complete analysis of the Proposal(s) submitted. Please complete this general proposal form in addition to a separate proposal for each coverage proposed. Additional information can be attached to the forms. Proposers must provide clear and concise responses. Responses such as "See Policy Form" 12 or "Per Policy Terms" may not be given full consideration. 2 .2 Agent/Agency submitting proposal: RSC Insurance Brokerage, Inc., including its division, Gehring Group 2 Address: 3500 Kyoto Gardens Drive, Palm Beach Gardens, FL 334 CL CL Telephone & Fax Number: Phone: (561)626-6797 1 (800,2�3696 CL Fax: (561)626-6970 0 Does agent have binding authority? Yes x No 0 0. If not, state procedure to bind. Not applicable 0 Is Agent/Broker licensed in the State of Florida for the type of coverage proposed? Yes x No Are coverages different from requested program? Yes No x CN LO If so, state differences Not applicable c� 6 Packet Pg. 3200 P.8.a c� Effective date(s) of coverage(s)? July 27, 2022It 0 CL Describe payment plan, including down payment terms, interest or service charges. Full payment of annual premium. LO c� Proposal valid until (date)? July 27, 2022 Rate Change/Policy Modification wording included as requested? Yes x No Termination Notice wording included as requested? Yes x No 2 Named Insured wording included as requested? Yes x No If not, include actual wording to be used. Not applicable. 0 CL 0 Does the Named Insured include the County's officials, employees and leased employees? Yes x No C If not, specify exceptions Not applicable. 0 Is the requested claim reporting wording being offered? Yes x No CN Claim reports to be provided as requested? Yes x No CN LO If not, state details. Not applicable. .. Provide details on specialized loss control services to be provided (use additional sheet if necessary): Packet Pg. 3201 Please see detailed description of Gehring Group's loss control services on the following page. Sample forms and policies included? Yes x No z .2 0 .2 CL 0 CL CL U- W 0 U) C 0 CL U) CL 0 0 0 CN CN LO CD E Packet Pg. 3202 P.8.a Gehring Group Safety & Loss Control Services CL Gehring Group provides our clients with safety and loss control services as referenced below. TheCL County's assigned safety officer's responsibilities include monitoring, analyzing, and report generation on client loss data for the purpose of identifying hazards and trends in the workplace. He then utilizes this data for use in facilitating safety programs based upon client needs and trends. These reports are also shared with account management and analytical staff for use in the renewal process. Your safety officer will also assist Monroe County and staff by facilitating or participating in safety committee meetings to help identify hazards or training deficiencies which may require unique, specialized training parameters. Gehring Group will provide the County assistance with internal loss engineering through the experienced team efforts of your Safety Officer. Your team will be able to tailor solutions that will empower the County to effectively reduce risk and maintain business continuity. We conduct an assessment involving occupancy, naturalrl disaster and security hazards that will help you to build an effective internal loss prevention program to protect your i� l f%f, l employees,the general public and your operations. Some /,i rat��y � „kf of our solutions for assessing and managing losses include: 2 • Authorized inspection and assessments • Project planning and design review CL C, • Fire protection planning and review CL • Provide written loss control policies and procedure templates • Provide loss control training and education to management and supervisory staff(Online Training CL Course Catalog • Update loss control programs as necessary 0 • Act as liaison to loss control inspections with outside examiners • Provide written safety procedure templates as requested a CL • Provide safety training and education to supervisors and employees • Conduct regular departmental safety meetings as required CL 0 Gehring Group loss control services will assist the County in cutting costs and safeguarding against liability exposures and employee injuries with an effective loss control action plan, starting today. �s Through our online Bentek° LMS platform,Gehring Group has partnered with Summit Consulting,a global leader in safety training, to offer OSHA certified safety-related, online training courses, specific to our clients' employees. Each interactive training course addresses specific OSHA CFRs encountered in the workplace. Certificates of completion, along with training records, are maintained in electronic format for , administrative tracking. Several of our municipal clients have experienced a significant impact in reducing . 4i. and maintaining favorably low Experience Modification Factors, which translate into monetary and qualitative benefits. c� 9 Packet Pg. 3203 P.8.a Information required by Monroe County Code section 2-347: �? Has the person, principals, entity, or any entity previously owned, operated or directed by any of its officers, major shareholders or Yes No X directors, ever failed to complete work or provide the goods for which it has contracted? If yes, provide details. Are there any judgments, claims, arbitration proceeding or suits pending or outstanding against the person, principal of the entity, or entity, or any entity previously owned, operated or directed by Yes No X any of its officers, directors, or general partners? If yes, provide details. Has the person, principal of the entity, entity, or any entity previously owned, operated or directed by any of its officers, major shareholders or directors, within the last five years, been a party to any lawsuit, arbitration, or mediation with regard to a Yes No X contract for services, goods or construction services similar to those requested in the specifications with private or public entities? If yes, provide details. Has the person, principal of the entity, or any entity previously owned, operated or directed by any of its officers, owners, partners, major shareholders or directors, ever initiated litigation Yes No X .2 against the county or been sued by the county in connection with a contract to provide services, goods or construction services? If .2 yes, provide details. Has the person, principal of the entity, or any entity previously owned, operated or directed by any of its officers, owners, partners, major shareholders or directors, ever initiated litigation Yes No X against the county or been sued by the county in connection with a contract to provide services, goods or construction services? If W yes, provide details. U) Whether, within the last five years, the owner, an officer, general 0. partner, principal, controlling shareholder or major creditor of the person or entity was an officer, director, general partner, Yes No X principal, controlling shareholder or major creditor of any other entity that failed to perform services or furnish goods similar to those sought in the request for competitive solicitation. The Proposer stated below is the authorized agent of the company or companies proposed, and is LO authorized to bind coverages upon acceptance by Monroe County, Florida. Deviations from the requested program have been stated. Coverage will be issued as proposed. The insurer agrees to deliver a policy(ies) to the insured within forty-five (45) days after inception of coverages. It is agreed c� 10 Packet Pg. 3204 P.8.a that policy premiums will be payable upon receipt by insured of complete policy conforming with the a accepted proposal. RSC sur ce 7Bror4e, c., including its division, Gehring Group CL May 4, 2022 ignat resentative Date By: Ku Gehring, Ma ging Director& National Practice Leader-Public Sector e e qb C a CL CL 0 (D U) C 0 CL U) (D CL 0 CD (D 04 04 V Ln CD (D E 11 Packet Pg. 3205 P.8.a MONROE COUNTY, FLORIDA 2 REQUEST FOR PROPOSALS FOR 0 CL AIRPORT PUBLIC OFFICIALS LIABILITY INSURANCE PROPOSAL FORM #1 Part II — Carrier Information 00 Proposers must provide clear and concise responses. Responses such as "See Policy Form" or "Per Policy Terms" may not be given full consideration. Proposing Company Indian Harbor Insurance Co. Underwriting office used Professional Governmental Underwriters, LLC Address 4870 Sadler Road, Ste 102 Glen Allen, VA 23060 .2 Telephone number 800-586-6502 2 Current A.M. Best Co. rating? A XV Is policy form and all endorsements included Yes X No for review? Are the following included as Insureds? 0 Board Members Yes X No U) C 0 CL Employees Yes X No CL Volunteers Yes X No 0 Are Coverages provided on a Claims Made Basis? Yes X No N If yes, please provide any Retro Active LO Date that will apply. Follows expiring policy c� 12 Packet Pg. 3206 P.8.a Are defense costs included in the aggregate limit of 2 liability? Yes X No Is requested Named Insured wording used? Yes X No If not, stated wording to be used Will the policy contain any COVID/Communicable X Disease Exclusions/Limitations? Yes No If so, please provide full details Not applicable. c� U) Please provide a list of all insurer claim reporting offices, their addresses, telephone numbers, and contact persons who will adjust claims for the County: 14643 Dallas Parkway, Suite 770, Dallas, TX 75254 .2 Denese Davis: 972-383-7186: prclaimnewnotices(a)axaal.com 2 0 LIMITS, DEDUCTIBLES AND PREMIUMS CL LIMITS DEDUCTIBLE PROPOSED PREMIUM 0 $2 million per $10,000 for; Requested Program claim and $2 POL/EPL; $15,754 CL million annual $5,000 for Crisis aggregate Optional Proposal 0 Optional Proposal n The Proposer stated below is the authorized agent of the company or companies proposed, and is CN authorized to bind coverages upon acceptance by Monroe County. Deviations from the requested program have been stated. Coverage will be issued as proposed. The insurer agrees to deliver a ` policy(ies) to the insured within forty-five (45) days after inception of coverages. It is agreed that policy premiums will be payable upon receipt by insured of complete policy conforming with the accepted proposal. 13 Packet Pg. 3207 P.8.a IRS ur ce Bro e, c., including its division, Gehring Group May 4, 2022 0. ignat u onze resentative Date By: KurtlCl:�hring aging Director& National Practice Leader-Public Sector e e qb C U) ° e qb qb ° qb e qb E 14 Packet Pg. 3208 P.8.a MONROE COUNTY, FLORIDA 2 REQUEST FOR PROPOSALS FOR 0 CL AIRPORT PUBLIC OFFICIALS LIABILITY INSURANCE PROPOSAL FORM A Part II — Carrier Information Proposers must provide clear and concise responses. Responses such as "See Policy Form" or "Per Policy Terms" may not be given full consideration. Proposing Company Landmark American Ins. Co. Underwriting office used RSUI Group, Inc. Address 945 East Paces Ferry Road, Ste. 1800 Atlanta, GA 30326-1160 .2 Telephone number 404-231-2366 2 Current A.M. Best Co. rating? A+ XIV Is policy form and all endorsements included Yes X No for review? Are the following included as Insureds? 0 Board Members Yes X No U) 0 CL Employees Yes X No CL Volunteers Yes No X 0 Are Coverages provided on a Claims Made Basis? Yes X No N If yes, please provide any Retro Active LO Date that will apply. Per expiring c� 15 Packet Pg. 3209 P.8.a Are defense costs included in the aggregate limit of 2 liability? Yes X No Is requested Named Insured wording used? Yes X No If not, stated wording to be used Not applicable. Will the policy contain any COVID/Communicable Disease Exclusions/Limitations? Yes No X If so, please provide full details Not applicable. c� U) Please provide a list of all insurer claim reporting offices, their addresses, telephone numbers, and contact persons who will adjust claims for the County: 945 East Paces Ferry Road NE, Atlanta, GA 30326 .2 Peggy Miller: 404-231-2366: reportclaims(a)rsui.com 2 CL CL LIMITS, DEDUCTIBLES AND PREMIUMS CL LIMITS DEDUCTIBLE PROPOSED PREMIUM 0 $2 million per 0 Requested Program claim and $2 $35,000 $25,590 million annual aggregate Optional Proposal 0 Optional Proposal n The Proposer stated below is the authorized agent of the company or companies proposed, and is CN authorized to bind coverages upon acceptance by Monroe County. Deviations from the requested program have been stated. Coverage will be issued as proposed. The insurer agrees to deliver a policy(ies) to the insured within forty-five (45) days after inception of coverages. It is agreed that policy premiums will be payable upon receipt by insured of complete policy conforming with the accepted proposal. 16 Packet Pg. 3210 P.8.a RSC ur teBrok e, c., including its division, Gehring Group May 4. 2022 0. ignat a esentative Date By: Kurt hring, Maniging Director& National Practice Leader-Public Sector e e qb C U) a e qb qb a qb e qb E 17 Packet Pg. 3211 Tab 3 Sample Policy � U" Forms U� Endorsements � =U t^~ �� U 0 Indian Harbor Insurance Company CL� Landmark American Insurance Company CL CL CL CL CL CL LO 18 CL 1� 0 CL w z U) INDIAN FIARBOR INSURANCE COVIPANY .2 0 .2 CL 0 CL CL U- w 0 U) a 0 CL U) CL 0 CN CN LO CD E .a u 19 Packet Pg. 3213 .......... .2 FLORIDA 0 THIS INSURANCE IS ISSUED PURSUANT TO THE FLORIDA SURPLUS LINES LAW. PERSONS INSURED BY SURPLUS LINES CARRIERS DO NOT HAVE THE PROTECTION OF THE FLORIDA W INSURANCE GUARANTY ACT TO THE EXTENT OF ANY RIGHT OF RECOVERY FOR THE OBLIGATION OF AN INSOLVENT UNLICENSED INSURER. SURPLUS LINES INSURERS' POLICY RATES AND FORMS ARE NOT z APPROVED BY ANY FLORIDA REGULATORY AGENCY. 2 .2 0 .2 CL 0 CL CL U- W 0 U) a 0 CL U) CL 0 CN CN LO Q E .a PN FL 10 0909 2009 X.L. America, Inc. All Rights Reserved. May not be copied without permission. 20 Packet Pg. 3214 P.8.a PUBLIC OFFICIALS LIABILITY AND EMPLOYMENT PRACTICES LIABILITY INSURANCE COVERAGE FORM 0 Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and what is not covered. Throughout the Policy the words "You" and "Your" refer to the Named Insured. a The words "We", "Us", "Our" and the "Company" refer to the Company providing this insurance. This Policy is incomplete unless the Declarations and all applicable forms and endorsements are attached. Words and phrases that appear in bold have special meaning and are defined in Section E. DEFINITIONS. Singular words shall include the plural, and plural words shall include the singular. A. INSURING AGREEMENTS Subject to the Limits of Liability set forth in the Declarations, and all other terms and conditions of this Policy, We agree as follows: 1. Public Officials Liability a. Public Officials Wrongful Acts Coverage We will pay on behalf of an Insured Loss that the Insured becomes legally obligated to12 pay as a result of a Claim first made against an Insured during the Policy Period or applicable Extended Reporting Period for a Public Officials Wrongful Act occurring on or after the Retroactive Date and before the end of the Policy Period. .3 b. Non-Monetary Relief-Defense Only Coverage 2 We will reimburse Defense Expenses incurred by an Insured in connection with a Claim exclusively seeking Non-Monetary Relief at all stages of the Claim, where such Claim is first made against an Insured during the Policy Period or applicable Extended Reporting Period for a Public Officials Wrongful Act occurring on or after the Retroactive Date and before the end of the Policy Period. 2. Employment Practices Liability and Third Party Liability Coverage 0 We will pay on behalf of an Insured Loss that the Insured becomes legally obligated to pay as a U) result of a Claim first made against an Insured during the Policy Period or any applicable 0 Extended Reporting Period for an Employment Practices Wrongful Act or Third Party Wrongful U) Act occurring on or after the Retroactive Date and before the end of the Policy Period. 3. Public Officials Crisis Management Coverage 0 We will pay on behalf of an Insured those Crisis Management Expenses incurred by the Insured in response to a Public Crisis Event first taking place during the Policy Period and reported to Us in accordance with Section F.6 of this Policy. 4. Supplemental Payments N We will pay on behalf of an Insured, in addition to the Limits of Liability set forth in the LO Declarations, all reasonable expenses incurred by the Insured at Our request to assist Us in the investigation or defense of any Claim, including actual loss of earnings of any Insured, because of time off from work; provided that the most We will pay will be $500 per day, per Insured. Such "expenses" shall not include salaries paid to Your Employees. PGU POL 2001 0417 Page 3 of 19 21 Packet Pg. 3215 P.8.a For purposes of this Section, a Claim will be deemed to have been made when an Insured receives notice of the Claim. 2 B. DEFENSE AND SETTLEMENT 0 1. We will have the right and duty to defend any Claim made against an Insured for a Wrongful Act covered under Insuring Agreements A.1.a. or A.2., even if the allegations of such Claim are < groundless, false or fraudulent. We will have no obligation to pay any Loss or Defense Expenses, or to defend any Claim after the applicable Limit of Liability set forth in Item 3. of the Declarations has been exhausted. 2. For any Claim We defend under Section B.1., We will have the right to make investigations, conduct negotiations and enter into the settlement of any such Claim as We deem appropriate, with the consent of the Insured. If the Insured refuses to consent to a settlement acceptable to the claimant in accordance with Our recommendation, then, subject to the applicable Limit of Liability, Our liability for such Claim will not exceed: a. The amount for which such Claim could have been settled by Us plus Defense Expenses up to the date the Insured refused to settle such Claim; plus U) b. Sixty percent (60%) of any Loss or Defense Expenses in excess of the amount in Section B.2.a. above, incurred in connection with such Claim. 3. It shall be the duty of the Insured, and not Us, to defend any Claim covered under Insuring 2 Agreement A.1.b. The Insured shall have the right to select defense counsel for the investigation U) and defense of any such Claim, subject to Our consent and approval, which shall not be unreasonably withheld. 4. We shall have no duty to continue to reimburse Defense Expenses after the applicable Limit of U Liability for Claims arising under Insuring Agreement A.1.b. has been exhausted by the reimbursement of Defense Expenses. CL C. LIMITS OF LIABILITY/RETENTIONS CL Regardless of the number of Claims, Insureds or claimants, Our liability under this Policy is limited as follows: 0 1. Public Officials Liability U) a. The amount set forth in Item 3.(a) of the Declarations is the most We will pay for all Loss in 0 excess of the Retention set forth in Item 4. of the Declarations resulting from each Claim covered under Insuring Agreement A.1.a. The payment of Defense Expenses shall be in addition to, and will not reduce, the applicable Limits of Liability. CL 0 b. The amount set forth in Item 3.(b)(1) of the Declarations is the most We will reimburse for all Defense Expenses in excess of the Retention set forth in Item 4.(b) of the Declarations resulting from each Claim covered under Insuring Agreement A.1.b. C. The amount set forth in Item 3.(b)(2) of the Declarations is the most We will reimburse for all Defense Expenses in excess of the Retention set for in Item 4.(b) of the Declarations N resulting from all Claims covered under Insuring Agreement A.1.b. LO 2. Employment Practices Liability and Third Party Liability The amount set forth in Item 3.(c) of the Declarations is the most We will pay for all Loss resulting from each Claim covered under Insuring Agreement A.2. The payment of Defense Expenses shall be in addition to, and will not reduce, the applicable Limits of Liability. PGU POL 2001 0417 Page 4 of 19 22 Packet Pg. 3216 P.8.a 3. Policy Aggregate 2 The amount set forth in Item 3.(d) of the Declarations is the most We will pay for all Loss resulting from all Claims covered under Insuring Agreements A.1.a. and A.2., and for all Defense � Expenses resulting from all Claims covered under Insuring Agreement A.1.b. 4. Public Officials Crisis Management Coverage In addition to the Policy Aggregate Limit of Liability, the amount set forth in Item 3.(e) of the Declarations is the most We will pay for all Crisis Management Expenses resulting from all Public Crisis Events covered under Insuring Agreement A.3. 5. Multiple Insuring Agreements If a Claim covered under Insuring Agreement A.1.b. subsequently becomes a Claim for both monetary and Non-Monetary Relief covered under Insuring Agreements A.1.a. or A.2., such Claim shall become subject to the increased Retention and Limit of Liability applicable to Insuring Agreement A.1.a. or A.2., whichever is higher. Defense Expenses incurred in connection with such Claim shall be applied against the applicable Retention and shall reduce the applicable Limit of Liability. 6. Retention 2 Our obligation to pay or reimburse Loss or Defense Expenses under this Policy will only be in excess of the applicable Retention set forth in Item 4. of the Declarations. We will have no obligation to pay all or any portion of any Retention amount on behalf of any Insured, although We 2 may, at Our sole discretion, advance such amount, in which event the Insureds agree to repay any amounts so advanced upon written request. cs D. EXCLUSIONS This Policy shall not apply to any Claim arising from or relating to: 1. The performance of any willful misconduct or dishonest, fraudulent, criminal or malicious act, error or omission by an Insured; the willful violation by an Insured of any law, statute, ordinance, rule or regulation; or an Insured gaining any profit, remuneration or advantage to which such Insured is not legally entitled. o U) Notwithstanding the above, We will defend the Insured or pay or reimburse Defense Expenses in 0 connection with a Claim otherwise covered by this Policy until and unless the Insured admits, is adjudged or is otherwise proven to have committed any act, error or omission subject to this exclusion, in which case the Insured shall reimburse Us for any Defense Expenses advanced to or paid on behalf of such Insured. 0 2. Loss or Defense Expenses covered under Insuring Agreements A.1.a. or A.2., if Insuring Agreement A.1.b. also applies. 3. A Claim, other than one alleging an Employment Practices Wrongful Act, that is brought by, on behalf of, or in the name or right of You or any of Your duly elected, appointed or employed N directors, officers, or officials, or any member of a commission, board or other unit operated by You and under Your jurisdiction, and within the apportionment of Your operating budget in the LO Application; provided that this exclusion shall not apply to a cross-claim or third-party complaint arising from a Claim made against such director, officer, official, or member that is otherwise covered under this Policy. Notwithstanding the above, this exclusion shall also not apply to a Claim brought by a former director, officer, official, or member who has not served in that capacity for at least three (3) years prior to the date such Claim is first made and where such Claim is brought PGU POL 2001 0417 Page 5 of 19 23 Packet Pg. 3217 P.8.a and maintained without the support, solicitation, assistance, participation or intervention of the Named Insured or an Insured not otherwise subject to this exception. 2 4. An actual or alleged violation of the Fair Labor Standards Act, the National Labor Relations Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, 0 any workers' compensation, unemployment insurance, social security, or disability benefits law, CL other similar provisions of any federal, state or local statutory or common law or any rules or regulations promulgated under any of the foregoing; provided that this exclusion shall not apply to the extent that a Claim for an Employment Practices Wrongful Act alleges retaliatory action by an Insured in response to an Employee's exercise of rights under such statute or law. 5. Damage to, destruction of or loss of use of tangible property, Bodily Injury, corporal punishment, sickness, disease or death. 6. Emotional distress, mental anguish or humiliation not arising from an Employment Practices Wrongful Act or Third Party Wrongful Act. 7. Sexual Abuse and Molestation, including the allowance of or failure to prevent, stop, detect or reveal Sexual Abuse and Molestation. U) 8. The actual, alleged or threatened exposure to, or generation, storage, transportation, discharge, emission, release, dispersal, seepage, migration, release, growth, infestation, spread, escape, treatment, removal or disposal of, any Pollutant, or any regulation, order, direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize any Pollutant, or any 2 action taken in contemplation or anticipation of any such regulation, order, direction or request. U) 9. A Benefit Plan Act, provided that this exclusion shall not apply to an Claim for actual or alleged �' p pp Y Y 9 retaliation with regards to benefits paid or payable. We will defend a Claim otherwise subject to this exclusion subject to a $25,000 Limit of Liability for all Defense Expenses in excess of the 2 applicable Retention set forth in Item 4. of the Declarations. Defense Expenses payable under this section are part of and not in addition to the applicable Limits of Liability set forth in Item 3. of the Declarations, and payment of such Defense Expenses by Us will reduce such Limits of 0 Liability. 10. An Insured's liability under a contract or agreement, other than a manual of employment policies or procedures issued by You, unless such liability would have attached in the absence of such express contract or agreement. This exclusion shall not apply to the payment of Defense 0 Expenses incurred in connection with a Claim for an Employment Practices Wrongful Act in the form of an actual or alleged breach of a contract to commence or continue employment with You. 0 CL 11. A failure to obtain, implement, effect, comply with, provide notice under or maintain insurance, reinsurance, self-insurance, suretyship or bond. CL 12. Facts, circumstances, situations, transactions, events or Wrongful Acts: 0 a. Underlying or alleged in any mediation, arbitration, grievance proceeding, litigation or administrative or regulatory proceeding brought prior to and/or pending as of the Inception Date set forth in Item 2. of the Declarations: (1) to which an Insured is or was a party; or LO (2) with respect to which an Insured, as of the Inception Date set forth in Item 2. of the Declarations, knew or should reasonably have known that an Insured would be made a party thereto; c� PGU POL 2001 0417 Page 6 of 19 24 Packet Pg. 3218 P.8.a b. Which was the subject of any notice given prior to the Inception Date set forth in Item 2. of the Declarations under any other policy of insurance or plan or program of self-insurance; 2 or C. Which was the subject of any Claim made prior to the Inception Date set forth in Item 2. of the Declarations. CL If, however, this Policy is a renewal of one or more policies issued by Us or an affiliate to You, and such coverage was in effect without interruption from the Inception Date of the first such policy to the Inception Date of this Policy, the reference in this exclusion to the Inception Date will be deemed to refer instead to the Inception Date of the first policy under which We or an affiliate began to provide You with the continuous and uninterrupted coverage of which this Policy is a renewal. LO 13. A lockout, strike, picket line, hiring of replacement workers, riot or civil commotion, or other similar actions in connection with labor disputes or labor negotiations. 14. The activities of an Insured as a law enforcement officer, police officer, police department or other law enforcement unit or agency; the operation of any jail cell, holding cell, detention or lock-up facility of any kind; or the activities of an Insured charged with the power to arrest, detain or interrogate another person, or to seize or confiscate the property of any individual or entity; provided; however; that this exclusion shall not apply to Claims arising out of the administrative functions or activities of an Insured in the enforcement of Your municipal code, laws or regulations, including but not limited to, the issuance of citations, fines, warnings, notices of 2 violation, the issuance or denial of licenses or permits, or the inspection of property or buildings, by U) persons authorized to conduct such functions or activities on Your behalf. This exclusion shall also 76 not apply to any Claim by or against a law enforcement officer or police officer in their capacity as 2 an Employee under this Policy, for an Employment Practices Wrongful Act. 2 15. The operation of the laws and principles of eminent domain, condemnation, inverse condemnation, temporary or permanent taking, adverse possession or dedication by adverse use; however, We will defend such Claim subject to a $50,000 Limit of Liability for all Defense Expenses in excess of the applicable Retention set forth in Item 4. of the Declarations. Defense Expenses payable under CL this section are part of and not in addition to the applicable Limits of Liability set forth in Item 3. of the Declarations, and payment of such Defense Expenses by Us will reduce such Limits of Liability. 16. The Securities Act of 1933, the Securities Exchange Act of 1934, any state "blue sky" law, or any 0 other federal, state or local securities law, or any rule or regulation promulgated under any of the 0 foregoing; or any provision of the common law imposing liability in connection with the offer, sale or a purchase of securities. C 17. The sale or offering of securities by You, whether or not such securities are exempt from CL registration by the SEC; Your actual or proposed filing for an Initial Public Offering; or a debt offering or debt financing, including but not limited to bonds, notes, debentures and guarantees of debt. 18. Tax credits or tax incentives or the application thereof; the formulation of tax rates; the assessment, appraisal or valuation of property; the assessment of taxes or other fees; the collection of taxes, fees or other amounts; and the disbursement of tax refunds. N 19. War, whether or not declared, or any act or condition incidental to war, including civil war, , insurrection, rebellion or revolution; or Terrorism. 20. Construction, architectural, engineering, procurement, security or other professional services, including any contract or agreement pertaining to such services. PGU POL 2001 0417 Page 7 of 19 25 Packet Pg. 3219 P.8.a 21. Legal services including those services performed by any individual as a lawyer, arbitrator, mediator, title agent, notary public, administrator, conservator, receiver, executor, guardian, trustee 2 or in any other fiduciary capacity. 22. Crisis Management Expenses arising from any Public Crisis Event based on, arising out of, � directly or indirectly resulting from, in consequence of, or in any way involving: CL a. War, whether or not declared, or any act or condition incidental to war, including civil war, Terrorism, insurrection, rebellion or revolution; b. Actual or attempted suicide; C. Actual or attempted kidnapping or extortion; d. Acts, whether intentional or not, by members of the Victim's immediate family members or members of the Victim's household; or e. The activities of any person as a law enforcement officer, police officer, correctional officer, member of a police department or other law enforcement unit or agency; or the activities of any person charged with the powers to arrest, detain or interrogate another person, seize or confiscate the property of any individual or entity. E. DEFINITIONS Whenever used in this Policy, the term: 2 1. Application means all Applications submitted to Us, including any and all attachments and other 2 materials submitted to Us in connection with the underwriting of this Policy or for any other policy of which this Policy is a renewal. cs 2. Benefit Plan Act means a Claim alleging liability under a pension, profit sharing, welfare benefit or other employee benefit program established in whole or part for the benefit of an Insured, or based upon, arising out of or in any way involving the Employee Retirement Security Act of 1974 (except CL Section 510 thereof) or any amendments thereto or regulations promulgated thereunder or similar provisions of any federal, state or local law or common law. 3. Bodily Injury means physical injury, sickness or disability of a person, including mental incapacity or death resulting from any of these at any time. o U) 4. Business Invitee means a natural person, solely in their capacity as one who is invited to enter 0 CL into and remain on any Premises for a purpose directly or indirectly connected with Your business or commercial dealings therein. A Business Invitee does not include a trespasser or any person who enters any Premises without Your knowledge or permission, or any Employee, student or CL minor. o 5. Claim means: a. A written demand for monetary damages or Non-Monetary Relief; b. A written request to toll or waive any statute of limitations, or to waive any contractual time N bar, relating to a potential suit against an Insured for a Wrongful Act; LO C. A civil proceeding in a court of law or equity, including any appeal therefrom, which is commenced by the filing of a complaint, motion for judgment, or similar proceeding; d. A criminal proceeding that is commenced by the return of an indictment or similar document; PGU POL 2001 0417 Page 8 of 19 26 Packet Pg. 3220 P.8.a e. An administrative or regulatory proceeding or investigation, including a proceeding brought 2 by or before the Equal Employment Opportunity Commission or similar state or local agency, commenced by the filing of a notice of charges, formal order of investigation or similar document; or 0 CL f. An arbitration proceeding or other alternative dispute resolution proceeding, to which the < Insured must submit or does submit with Our consent. Claim shall not include any labor grievance, arbitration or other proceeding brought pursuant to a collective bargaining agreement. 6. Crisis Management Expenses means Public Relations Expenses, Travel/Printing Expenses, Family Travel Expenses and Post-Crisis Expenses; provided, however, that Crisis Management Expenses shall not include: a. Your overhead expenses or any salaries, wages, fees or benefits of Employees; c� b. The cost of medical, psychiatric or counseling services, even if provided by a Crisis Management Firm; or C. Any fees or expenses related to civil, administrative or criminal investigations, proceedings or litigation. 7. Crisis Management Firm means a public relations firm, Crisis Management Firm or law firm hired or appointed by You to perform Crisis Management Services in connection with a Public Crisis Event. It shall be the duty of the Insured to select and retain the Crisis Management Firm. 8. Defense Expenses means reasonable legal fees and expenses We incur for the investigation, U defense and appeal of a Claim by attorney(s) retained by Us, as well as all other fees, costs or expenses resulting from the investigation, adjustment, defense and appeal of such Claim by Us, or by You with Our prior, written consent. Defense Expenses does not include any expenses incurred by You prior to the date a Claim is first reported to Us, nor does it include the time and CL expense incurred by You in resolving a Claim, including but not limited to the costs of Your in 74 - house counsel. 9. Emergency Response Plan means: 0 a. A formal written and adopted public safety and crisis response manual that details Your policies and procedures in the event of an Public Crisis Event; or o CL U) b. In the absence of such formal written manual, any applicable federal, state or local law, ordinance or statute that authorizes You to take emergency action or specifically describes CL the Your obligations in the event of a public emergency. 0 10. Employee means the following natural persons, but only for Wrongful Acts committed while acting within the scope of employment for You: a. Full-time, part-time, seasonal and temporary Employees; and N N b. All persons who perform services for You on a volunteer basis and under Your direction and control. LO 4i Employee shall not include persons providing services to You under a mutual aid agreement or any similar agreement. E c� PGU POL 2001 0417 Page 9 of 19 27 Packet Pg. 3221 P.8.a 11. Employment Practices Wrongful Act means any of the following, when alleged by any of Your past or present Employees or any applicant for employment with You, in connection with that 2 person's actual or proposed employment relationship with You: a. Wrongful dismissal, discharge or termination of employment, whether actual or � constructive; CL b. Harassment (including sexual harassment whether "quid pro quo," hostile work environment or otherwise); LU C. Discrimination based upon age, gender, race, color, national origin, religion, sexual orientation or preference, pregnancy or disability or any basis prohibited by federal, state or local laws; LO d. Breach of any manual of employment policies or procedures issued to the Insureds by You; e. Retaliatory action in response to that Employee's: (1) disclosure or threat of disclosure of any act by an Insured alleged to be a violation of any federal, state, local or foreign law, common or statutory, or any rule or regulation promulgated thereunder; (2) actual or attempted exercise of any right that Employee has under law; (3) filing of any Claim under the Federal False Claims Act or any other federal, state, local or foreign "whistleblower" law; 2 f. Misrepresentation, libel, slander, humiliation, defamation, invasion of privacy, infliction of U emotional distress or mental anguish; g. Wrongful failure to employ or promote, wrongful deprivation of career opportunity, including tenure, wrongful demotion or evaluation or wrongful discipline; or CL h. Breach of a contract to commence or continue employment with You. An Employment Practices Wrongful Act shall not include a Public Officials Wrongful Act. 0 12. Family Travel Expenses means reasonable and necessary expenses incurred by any natural or adoptive parent, legal guardian, spouse, or child of a Victim within thirty (30) days after a Public o Crisis Event to travel to the location of the Public Crisis Event, so long as the Public Crisis U) Event took place on an official trip sponsored by You. For the purpose of this definition, coach air transportation or ground transportation and standard class hotel accommodations shall be deemed CL reasonable expenses. 0 13. Insured means: a. You; b. Your past, present or future duly elected, appointed or employed officials, directors, N officers, or members of commissions, boards or other units operated by You and under Your jurisdiction, within the apportionment of Your operating budget in the Application; LO provided that an Insured shall not include the following boards, commissions or units, or any officials, directors, officers, members or Employees thereof: schools, airports, transit authorities, hospitals, nursing homes, housing authorities, port authorities or any type of utility companies, unless otherwise provided in an Endorsement attached hereto; PGU POL 2001 0417 Page 10 of 19 2s Packet Pg. 3222 P.8.a C. Employees; 2 d. Persons providing services to You under a mutual aid or similar agreement that is disclosed on the Application, but solely while acting in that capacity; however, such persons are not Insureds with respect to Claims for Employment Practices Wrongful � Acts or Third Party Wrongful Acts; CL e. In the event of the death, incapacity or bankruptcy of a natural person Insured, such Insured's estate, heirs, legal representatives or assigns, but only in connection with a Claim for an alleged Wrongful Act by such natural person Insured; and f. The lawful spouse or domestic partner of any individual Insured identified in the paragraphs above, but only with respect to liability arising out of Wrongful Acts committed LO by such individual, and provided that such spouse or domestic partner is represented by the same counsel as such individual with respect to any Claim. 14. Loss means damages, pre-judgment interest, post-judgment interest, front pay and back pay, judgments, settlements, punitive or exemplary damages where insurable under applicable law or other amounts that an Insured is legally obligated to pay as a result of a Claim. U) Loss will not include: a. Defense Expenses; b. Non-Monetary Relief; 2 C. Any amount representing the value of diminished or lost retirement, health care or other .2 benefits; 2 d. Fines, taxes, penalties; e. The cost of disaster response activities conducted by the Insured as required by the Federal Emergency Management Agency (FEMA); f. Amounts due under any contract to commence, continue or separate from employment with You, including but not limited to the value of any compensation or employment benefits lost, or the cost of specific performance in connection with any such contract; or 0 g. The multiplied portion of a multiple damages award; provided that Loss will include any multiplied damages awarded pursuant to the Age Discrimination in Employment Act or the o CL Equal Pay Act ("Specified Multiplied Damages") that an Insured is obligated to pay as a result of a Claim, but only if such Specified Multiplied Damages are insurable under applicable law. CL 0 For the purpose of determining the insurability of punitive damages, exemplary damages or Specified Multiplied Damages under this Policy, the laws of the jurisdiction most favorable to the insurability of such damages shall control, provided that such jurisdiction: (1) is the location of the court which awarded or imposed such punitive or exemplary , damages or Specified Multiplied Damages; N (2) is where You are incorporated or otherwise organized or has a place of business; LO or (3) is where We are incorporated or have Our principal place of business. E c� 15. Named Insured means the public entity set forth in Item 1. of the Declarations. PGU POL 2001 0417 Page 11 of 19 29 Packet Pg. 3223 P.8.a 16. Non-Monetary Relief means relief or redress in any form other than compensatory or monetary 2 damages, including: the costs of complying with any injunctive, declaratory or equitable relief, remedy or order; the costs of compliance with the Americans with Disabilities Act or any similar provisions of federal, state or local statutory or common law; and any award of claimant's or � plaintiffs attorneys fees or costs, whether or not provided for by statute, but only with respect to CL Claims seeking such Non-Monetary Relief. Non-Monetary Relief shall not include the cost of < disaster response activities conducted by the Insured as required by the Federal Emergency Management Agency (FEMA). 17. Personal Injury means the following, when alleged against an Insured by an entity or a person who is not a past or present Insured, or applicant for employment with the Insured, libel, slander, or other defamation; invasion of privacy, false arrest, erroneous service of process, wrongful detention or imprisonment, malicious prosecution, wrongful entry or eviction, subject to Exclusion D.14., infringement of copyright or trademark, or other unauthorized use of title, or plagiarism or misappropriation of ideas. 18. Policy Period means the period from the Inception Date of this Policy set forth, in Item 2. of the Declarations, to the Expiration Date of this Policy set forth in Item 2. of the Declarations, or to any earlier cancellation date of this Policy. 19. Pollutant means any of the following: a. Smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste 2 materials (including medical or pharmaceutical supplies and materials which are intended J to be or have been recycled, reconditioned or reclaimed) or other irritants, Pollutants or contaminants; 2 b. Mold(s), mildew(s), fungi and/or spore(s); or any materials, goods or products containing, 2 harboring or nurturing any such mold(s), mildew(s), fungi and/or spore(s); c. Lead, silica or asbestos, whether or not airborne as a particle, contained in or formed as part of a product, structure or other real or personal property, ingested or inhaled or CL transmitted in any fashion, or found in any form whatsoever; or d. Nuclear reaction, radioactive contamination or any radiation of any kind, including but not limited to nuclear radiation and electromagnetic radiation. 0 20. Post-Crisis Expenses means reasonable costs incurred by You within sixty (60) days after a Public Crisis Event to purchase equipment or make property improvements that are not covered o CL by other insurance and that relate directly to the security of Your Premises and may assist in prevention or mitigation of future Public Crisis Events. CL 21. Premises means the following, if located in the continental United States: a. A building, facility or other real property including adjoining ways, which You own, rent or lease and is used by You to conduct Your business, including administration, maintenance and recreational facilities; b. A building, facility, or other real property being visited by Your elected, appointed or N employed officials, directors, officers, members of commissions, boards or other units operated by You and under Your jurisdiction, or Employees, on an official business trip on LO Your behalf; c� PGU POL 2001 0417 Page 12 of 19 30 Packet Pg. 3224 P.8.a C. A vehicle that You own or lease pursuant to a written contract, but solely if being used in the transportation of Your elected or appointed or employed officials, directors, officers, 2 members of commissions, boards or other units operated by You and under Your jurisdiction, or Employees. 0 Premises does not include any location for an event independently organized by Employees or CL others without Your knowledge or approval. 22. Public Crisis Event means: LU a. A violent act of a criminal nature taking place on Your Premises that causes Bodily Injury to a Victim; or LO b. A credible threat communicated to You of a violent act of a criminal nature taking place on Your Premises which You reasonably believe may imminently cause Bodily Injury to a Victim; in response to which You: (1) implement Your Emergency Response Plan; (2) contact federal, state or local police authorities for assistance; and (3) invoke an emergency succession plan due to Bodily Injury to a Victim, or the credible threat thereof. Public Crisis Events involving a sequence or series of related violent acts or threats will be deemed to have taken place at the time the first violent act began or threat occurred. Continuous or repeated exposure to substantially the same acts or threats, regardless of how many Victims by 2 the same perpetrator, or two or more perpetrators acting in concert, shall be considered one Public U) Crisis Event. 76 .2 23. Public Officials Wrongful Act means: 2 a. An actual or alleged act, error, omission, misstatement, misleading statement or breach of duty, including any Personal Injury, by any Insured, if committed in the performance of his or her duties for You; CL L- b. An actual or alleged violation of civil rights protected under 42 USC § 1981 et seq., or any 74 similar federal, state or local law, by any Insured, if committed in the performance of his or her duties for You; C. Any matter claimed against an Insured solely by reason of his or her status as an Insured during the Policy Period, if committed in the performance of his or her duties for You; or 0 CL d. Any actual or alleged act, error, omission, misstatement, misleading statement or breach of duty by a natural person Insured while serving, at the direction or request of You, in his or her capacity as a board member or committee member of a not-for-profit organization, CL other than You, which is exempt from taxation under Section 501(c) (3) of the Internal 0- Revenue Code, as the same may be amended from time to time, at Your direction or request. Coverage available pursuant to subsection d. shall be excess of and not contribute with any other insurance plan or program of self-insurance carried by such not-for-profit corporation, and any contribution or indemnification to which a natural person Insured is N entitled from such not-for-profit organization. LO A Public Officials Wrongful Act shall not include an Employment Practices Wrongful Act or a Third Party Wrongful Act. c� PGU POL 2001 0417 Page 13 of 19 31 Packet Pg. 3225 P.8.a 24. Public Relations Expenses means the reasonable and necessary fees and expenses incurred by You in response to a Public Crisis Event, within one hundred twenty (120) days after such Public 2 Crisis Event took place, for services performed by a Crisis Management Firm to minimize potential harm to Your name or reputation as a result of such Public Crisis Event, including but not limited to maintaining and restoring public confidence in You and providing advice to Insureds. CL 25. Related Claims means all Claims based upon, arising out of, resulting from, or in any way involving the same or related facts, circumstances, situations, transactions or events or the same or related series of facts, circumstances situations, transactions or events, whether related logically, casually or in any other way. All Related Claims will be deemed to be a single Claim for purposes of Section C. LIMITS OF LIABILITY / RETENTIONS and F. CONDITIONS, Item 5. Notice; Timing; and Interrelationship of Claims. 26. Retroactive Date means the applicable date set forth in Item 7. of the Declarations. 27. Sexual Abuse and Molestation means any actual or alleged conduct, physical act, gesture or spoken or written word of a sexual nature directed by an Insured, or by any person for whom an Insured is legally responsible, toward any person under the care, custody or control of any Insured, including without limitation any actual, alleged or threatened sexual intimacy (even if allegedly consensual), sexual molestation, sexual assault or battery, exploitation or any other sexual act. 28. Terrorism means "Certified Acts" as defined by the Terrorism Risk Insurance Act of 2002, or any subsequent amendments or reauthorizations of such Act (TRIA). 29. Third Party Wrongful Act means any of the following, when alleged against an Insured by Your Business Invitee or by a third party individual (other than another Insured, student or minor) with 2 whom an Insured interacts outside of the Premises for the purpose of conducting official business on Your behalf: cs a. Harassment (including sexual harassment); b. Discrimination based upon age, gender, race, color, national origin, religion, sexual CL orientation or preference, pregnancy or disability or any basis prohibited by federal, state or 74 local laws; or c. Invasion of privacy. 0 A Third Party Wrongful Act shall not include a Public Officials Wrongful Act. 0 CL 30. Travel/Printing Expenses means reasonable and necessary expenses incurred by You in response to a Public Crisis Event within one hundred twenty (120) days after such Public Crisis Event took place for printing, advertising, mailing materials, or travel by any Insured or the Crisis CL Management Firm in connection with such Public Crisis Event. 0 31. Victim means: a. An elected, appointed or employed officials, directors, officers, members of commissions, boards or other units operated by You and under Your jurisdiction; N N b. A Business Invitee; or LO C. An Employee; who sustain(s) a Bodily Injury. E c� PGU POL 2001 0417 Page 14 of 19 32 Packet Pg. 3226 P.8.a Victim shall not include independent contractors or subcontracted personnel working on the Premises or any person who has or is alleged to have made any attempt at, or knowingly 2 participated in, or encouraged any Public Crisis Event. 32. Wrongful Act means any Public Officials Wrongful Act, Employment Practices Wrongful Act or Third Party Wrongful Act. CL F. CONDITIONS 1. Other Insurance: Insurance provided under this Policy will be excess of and will not contribute with other valid and collectible insurance, including but not limited to any insurance under which there is a duty to defend, unless such other insurance is specifically stated to be in excess of this Policy by reference in such other policy to the Policy number of this Policy. This Policy will not be subject to the terms of any other insurance. In the event that coverage is available for a Claim under any other insurance policy that applies to Claims for Bodily Injury, Personal Injury or property damage, We will have no duty to defend such Claim, or to pay any Defense Expenses incurred by You or on Your behalf, or to contribute to or reimburse Defense Expenses incurred by such other insurance policy in connection with such Claim. 2. Cooperation: In the event of a Claim, the Insured will provide Us with all information, assistance and cooperation that We reasonably request, and will do nothing that may prejudice Our position or .2 potential or actual rights of recovery. The Insured shall not make any payment, admit any liability, settle any Claim, assume any obligation, or incur any expense without Our consent. At Our U request, the Insured will assist in any actions, suits, or proceedings, including but not limited to attending hearings, trials and depositions, securing and giving evidence, and obtaining the attendance of witnesses, and will also assist in making settlements. CL 3. Subrogation: We will be subrogated to the extent of any payment We make under this Policy to all of the rights of recovery of the Insured. The Insured will execute all papers and do everything necessary to secure such rights, including the execution of any documents necessary to enable Us effectively to bring suit in their name. The obligations of the Insured under this condition will survive the expiration or cancellation of the Policy. o CL U) 4. Extended Reporting Period: CL a. If this Policy is cancelled or non-renewed for any reason other than nonpayment of premium, the Named Insured will have the right to: (1) a seventy-five (75) day Automatic Extended Reporting Period, beginning on the effective date of such cancellation or non-renewal, for no additional premium charge; and N N (2) to purchase an Additional Extended Reporting Period, beginning on the effective date of the cancellation or non-renewal, for an additional premium; provided that LO the Named Insured elects to purchase the Additional Extended Reporting Period in writing and provides Us any additional premium due within thirty (30) days of the effective date of cancellation or non-renewal, subject to the available options as set forth in subparagraph c. PGU POL 2001 0417 Page 15 of 19 33 Packet Pg. 3227 P.8.a b. The coverage otherwise afforded by this Policy will be extended to apply to Loss or Defense Expenses from Claims first made during the Extended Reporting Period, but 2 only if such Claims are for Wrongful Acts committed on or after the Retroactive Date and before the end of the Policy Period. An Extended Reporting Period does not increase or reinstate any Limit of Liability and may only be effective if all premiums and retentions � due under the Policy have been paid. The Automatic Extended Reporting Period shall not CL become effective if the Insured procures replacement coverage. Once purchased, the < Extended Reporting Period may not be canceled and the premium shall be deemed fully earned. C. Additional Extended Reporting Period Options: (1) a one (1) year extended reporting period for an additional premium of seventy percent (70%) of the Premium set forth in Item 6. of the Declarations; (2) a two (2) year extended reporting period for an additional premium of one hundred percent (100%) of the Premium set forth in Item 6. of the Declarations; or c� (3) a three (3) year extended reporting period for an additional premium of one hundred and fifty percent (150%) of the Premium set forth in Item 6. of the Declarations. 5. Notice; Timing; and Interrelationship of Claims: a. As a condition precedent to any right to payment under this Policy, the Insured must give Us written notice of such Claim, with full details, as soon as practicable after any of Your public officials or administrators becomes aware of such Claim and in no event later than 2 seventy-five (75) days after the expiration of the Policy Period. 2 b. If, during the Policy Period, the Insured first becomes aware of any Wrongful Act that may subsequently give rise to a Claim and, as soon as practicable thereafter but before the expiration or cancellation of this Policy: CL L_ (1) gives Us written notice of such Wrongful Act, including a description of the Wrongful Act in question, the identities of the potential claimants, the consequences which have resulted or may result from such Wrongful Act, the damages that may result from such Wrongful Act and the circumstances by which the Insured first became aware of such Wrongful Act; and o 0 U) (2) requests coverage under this Policy for any subsequently resulting Claim for such 0 CL Wrongful Act; then We will treat any such subsequently resulting Claim as if it had been first made during CL the Policy Period. 0 C. All notices under this condition must be sent in writing to the address or email address set forth in Item 5. of the Declarations. d. All Related Claims will be treated as a single Claim made when the earliest of such Related Claims was first made, or when the earliest of such Related Claims is treated as N having been made in accordance with Condition 5.b., whichever is earlier. LO 4i c� PGU POL 2001 0417 Page 16 of 19 34 Packet Pg. 3228 P.8.a 6. Notice of Crisis Management Expenses; Inspection of Property: 2 a. As a condition precedent to coverage under Insuring Agreement A.3. of this Policy, You must notify Us in writing as soon as practicable during the Policy Period, but in no event more than ten (10) days after the Public Crisis Event first took place. The written notice � must be as complete as possible, stating how,when, and where the Public Crisis Event took CL place and the Bodily Injury or damage arising therefrom, and providing a summary of the < Crisis Management Expenses incurred or expected to be incurred. b. To be eligible for coverage, Crisis Management Expenses must be submitted to Us no later than ninety (90) days after such Crisis Management Expenses are incurred. C. We will be permitted, but not obligated, to inspect Your property and operations and to LO review the Emergency Response Plan at any time, upon reasonable notice. Neither Our right to make such inspection or review nor the making of any such inspection or review shall constitute an undertaking on behalf of or for the benefit of the Insured or others to determine or warrant that such property and operations are safe or that the Emergency Response Plan is adequate, effective or legal. 7. Cancellation; No Obligation to Renew: a. We may not cancel this Policy except for Your failure to pay a premium when due. We will deliver or mail by first class, registered or certified mail to You at Your last known address, written notice of cancellation at least twenty (20) days before the effective date of 2 cancellation. Such notice shall state the reason for cancellation. A copy of such notice U) shall be sent to the agent of record. 76 .2 b. You may cancel this Policy by mailing to Us written notice stating when, not later than the Expiration Date set forth in Item 2. of the Declarations, such cancellation will be effective. U In such event, return premium will be computed as 0.90 times the pro rata unearned premium shown in Item 6. of the Declarations and rounded to the nearest whole dollar. Premium adjustment may be made either at the time that cancellation by You is effective or as soon as practicable thereafter. If the Policy Aggregate Limit of Liability, as set forth CL Item 3.(d) of the Declarations, is exhausted by the payment of Loss or Defense 74 Expenses, the entire premium will be deemed fully earned. C. We will not be required to renew this Policy upon its expiration. If We elect not to renew this Policy, We will deliver or mail by first class, registered or certified mail to You at Your last known address, written notice to that effect at least sixty (60) days before the Expiration Date set forth in Item 2. of the Declarations. Such notice shall state the specific o 0. reason(s) for non-renewal. A copy of such notice shall be sent to the agent of record. 8. Representations: 0 The Named Insured represents that the statements contained in the Application are true, accurate and complete, and agrees that this Policy is issued in reliance upon the truth thereof, which are deemed to be incorporated into and to constitute a part of this Policy. 9. Separation of Insureds; Protection of Innocent Insureds: N N a. In the event of any material untruth, misrepresentation or omission in connection with any of the particulars or statements in the Application, this Policy will be void: LO 4i (1) with respect to any natural person Insured who knew of such untruth, misrepresentation or omission; and E c� PGU POL 2001 0417 Page 17 of 19 35 Packet Pg. 3229 P.8.a (2) with respect to You, if, and only if, Your elected or appointed official, or the highest ranking member of any of Your boards, commissions or units, or any other person 2 in a functionally equivalent position, knew of such untruth, misrepresentation or omission. 0 b. No act, error or omission of any Insured will be imputed to any other Insured to determine CL the application of any exclusion set forth in Section D. EXCLUSIONS of this Policy. If it is < determined that an exclusion applies to an Insured in connection with a Claim, no coverage shall be available under this Policy for such Insured, however, coverage shall continue in effect under this Policy for any other Insured, subject to all other terms, conditions, and exclusions herein. 10. No Action against Us: a. No action may be taken against Us unless, as conditions precedent thereto, there has been full compliance with all of the terms of this Policy and the amount of the Insured's obligation to pay has been finally determined either by judgment against the Insured after adjudicatory proceedings, or by written agreement of the Insured, the claimant and Us. b. No person or entity will have any right under this Policy to join Us as a party to any Claim to determine the liability of any Insured; nor may We be impleaded by an Insured or his, her or its legal representative in any such Claim. 11. Insolvency of Insured: We will not be relieved of any of Our obligations under this Policy by the bankruptcy or insolvency of an Insured. 2 12. Non-Accumulation of Limits: If coverage is provided under this Policy and any other policy or policies underwritten or reinsured CL by Us to You, the maximum amount payable in the aggregate under this Policy and all such other policies shall not exceed the single highest Limit of Liability available under all such policies. Only CL L- one retention or deductible will apply, which shall be the retention or deductible corresponding to 74 the Limit of Liability applied to the Claim. 13. Territory: 0 This Policy applies to Wrongful Acts committed by an Insured, or to any Claim brought against an Insured, anywhere in the world. o 0. U) 14. Authorization and Notices: The Insureds agree that You will act on their behalf with respect to receiving any notices and return premiums from Us. 15. Changes: This Policy contains all the agreements between any and all Insureds and Us concerning this insurance. The Named Insured is authorized on behalf of all Insureds to make changes in the N terms of this Policy with Our consent. This Policy's terms can be amended or waived only by endorsement issued by Us and made part of this Policy. LO 16. Assignment: No assignment of interest under this Policy will bind Us without Our consent. PGU POL 2001 0417 Page 18 of 19 36 Packet Pg. 3230 P.8.a 17. Entire Agreement: 2 The Insured agrees that this Policy, including the Application and any endorsements, constitutes the entire agreement between every Insured and Us or any of Our agents relating to this insurance. 0 18. Choice of Law: All matters arising hereunder, including but not limited to questions related to the validity, interpretation, performance and enforcement of this Policy, shall be determined in accordance with the law and practice of the State of New York, notwithstanding New York's conflicts of law rules. 19. Premium: The Named Insured shall be responsible for payment of all premiums and will be the payee of any return premium. The Policy premium may be changed at any time if the Policy terms and conditions are changed by, among other things, adding additional insureds, changing limits of liability or extending the Policy Period. The Named Insured or its designee agrees to pay all increased premiums promptly in accordance with the Company's invoices. U) 20. Conformity to Statute: All terms of this Policy that conflict with any applicable laws or regulations are hereby amended to conform to such laws or regulations. 21. Headings: .2 The descriptions in the headings and sub-headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. cs In witness whereof, the Insurer has caused this Policy to be executed on the Declarations Page. 0 U) a 0 0. U) 0 N N LO 4i c� PGU POL 2001 0417 Page 19 of 19 37 Packet Pg. 3231 P.8.a ENDORSEMENT NO. 2 Z SPECIFIC CLAIMS EXCLUSION CLAIMS ARISING OUT OF SPECIFIC INCIDENT This Endorsement, effective at 12:01 a.m. on 07/27/2021 , forms part of Policy No.: POL0955339 Issued to: Monroe County Board of County Commissioners on behalf of Monroe County Airport Issued by: Indian Harbor Insurance Company In consideration of the premium charged, it is hereby agreed that: The following exclusion is added to Policy Section D. EXCLUSIONS: Any Board activity which is unrelated to the management and/or operation of the Key West International Aiport and Flordia Keys Marathon International Airport All other terms, conditions and limitations of this Policy shall remain unchanged. .2 2 0 CL (Authorized Representative) CL U) a 0 CL U) CL 0 CN cN LO 4i c� PGU 1006 0417 Page 1 of 1 38 Packet Pg. 3232 P.8.a ENDORSEMENT NO. 2 Z ADDITIONAL INSUREDS BOARDS, COMMISSIONS OR UNITS This Endorsement, effective at 12:01 a.m. on 07/27/2021 , forms part of Policy No.: POL0955339 Issued to: Monroe County Board of County Commissioners on behalf of Monroe County Airport Issued by: Indian Harbor Insurance Company In consideration of the premium charged, it is hereby agreed that: Section E. DEFINITIONS, Item 13. Insured definition is amended to include the following boards, commissions or units of the Named Insured, and past, present or future duly elected, appointed or employed officials, directors, or members thereof, but ONLY if selected below: U) ❑ schools; 0 airports; ❑ transit authorities; 2 .2 ❑ hospitals; Elnursing homes; 2 ❑ housing authorities; 0 CL ❑ port authorities; C ❑ utility companies 0 Provided, however, that if any such board, commission or unit is not specifically selected above, then it, and any officials, directors, members or employees thereof, will be excluded from coverage under this a Policy. C CL All other terms, conditions and limitations of this Policy shall remain unchanged. 0 (Authorized Representative) CN cN LO 4i c� PGU POL 1033 0417 Page 1 of 1 39 Packet Pg. 3233 P.8.a ENDORSEMENT NO. 2 Z CL MINIMUM EARNED PREMIUM UPON CANCELLATION � This Endorsement, effective at 12:01 a.m. on 07/27/2021 , forms part of Policy No.: POL0955339 Issued to: Monroe County Board of County Commissioners on behalf of Monroe County Airport Issued by: Indian Harbor Insurance Company In consideration of the premium charged, it is hereby agreed that: Section F. CONDITIONS, Item 7. Cancellation; No Obligation to Renew, Paragraph b. is deleted in its entirety and replaced as follows: b. You may cancel this Policy by mailing Us written notice stating when, no later than the Expiration Date set forth in Item 2.(b) of the Declarations, such cancellation will be effective. In such event, the earned premium amount to be retained by Us will be the greater of: (1) The amount computed in accordance with Our customary short rate table and procedure; 2 .2 (2) 25 % of the total policy premium shown in Item 6. of the Declarations; or (3) $1,500.00. 2 Premium adjustment may be made either at the time that cancellation by You is effective or as soon as practicable thereafter. If the Policy Aggregate Limit of Liability, as set CL forth Item 3.(c) of the Declarations, is exhausted by the payment of Loss or Defense Expenses, the entire premium will be deemed fully earned. All other terms, conditions and limitations of this Policy shall remain unchanged. 0 U) 0 (Authorized Representative) 0 N N LO 4i c� PGU 1052 0417 Page 1 of 1 40 Packet Pg. 3234 P.8.a ENDORSEMENT# 2 This endorsement, effective 12:01 a.m. 07/27/2021 forms a part of Policy No. POL0955339 0 issued to Monroe County Board of County Commissioners CL by Indian Harbor Insurance Company SERVICE OF PROCESS The Commissioner of Insurance of the State of Florida is hereby designated the true and lawful attorney of the Company upon whom may be served all lawful process in any action, suit or proceeding arising out of this policy. The Company further designates: c� Sarah Mims Assistant Secretary 505 Eagleview Boulevard, Suite 100 Exton, Pennsylvania 19341-0636 as its agent in Florida to whom such process shall be forwarded by the Commissioner of Insurance. .2 For Illinois exposures, the Insurer further designates the Director of the Illinois Division of Insurance and his successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit U or proceeding instituted by or on behalf of the insured or any beneficiary hereunder arising out of an Illinois exposure and this contract of insurance. 0 CL All other terms and conditions of this policy remain unchanged. 0 (Authorized Representative) 0 0. U) 0 N N LO c� XL-FLSOP 11 10 ©2010 X.L.America, Inc.All Rights Reserved. May not be copied without permission. 41 Packet Pg. 3235 III II11:1�11 0 III)GII IICyIII ID III .2 FLORIDA 0 FOR INFORMATION, OR TO MAKE A COMPLAINT, CALL: W 1-800-622-7311 XL CATLIN SEAVIEW HOUSE 70 SEAVIEW AVENUE STAMFORD, CT 06902-6040 z .2 0 .2 0 U- W 0 0 0 CN CN LO a E .a PN FL 03 1015 2015 X.L. America, Inc. All Rights Reserved. Page 1 of 1 May not be copied without permission. 42 1 Packet Pg. 3236 P.8.a III°"10 III CI III 0 Ill G 2 U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") 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 coverages you are provided. This Policyholder Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC and possibly the U.S. Department of State. Please read this Policyholder Notice carefully. 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 • Narcotics traffickers U) ra .2 as Specially Designated Nationals and Blocked Persons. This list can be found on the "� U.S. Department of the Treasury's web site - http//www.treas.gov/ofac. 2 The Secretary of the Treasury also has identified a number of entities in the insurance, petroleum, and petrochemicals industries determined to be owned or controlled by the Iranian government. Business transactions with any of these entities are expressly prohibited. These entities have been added to OFAC's list of Financial Institutions Determined To Be Owned or Controlled by the Government of Iran. This list can be found on the U.S. Department of the Treasury's web site - tt e// .treasury. ov/resource-center/sanctions/Programs/Panes/iran.as x, see List of CISADA and NDAA Prohibitions or Conditions 0 In accordance with OFAC regulations, or any applicable regulation promulgated by the U.S. Department of State, if it is determined that you or any other insured, or any person or entity 0 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 will be immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, neither payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. N N LO c� PN CW 05 0914 ©2014 X.L. America, Inc. All rights reserved. May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 43 Packet Pg. 3237 P.8.a III°"10 III CI III 0 III�G� 2 PRIVACY POLICY The XL Catlin insurance group (the "Companies"), believes personal information that we collect about our CL customers, potential customers, and proposed insureds (referred to collectively in this Privacy Policy as "customers") must be treated with the highest degree of confidentiality. For this reason and in compliance with the Title V of the Gramm-Leach-Bliley Act ("GLBA"), we have developed a Privacy Policy that applies to all of our companies. For purposes of our Privacy Policy, the term "personal information" includes all information we obtain about a customer and maintain in a personally identifiable way. In order to assure the confidentiality of the personal information we collect and in order to comply with applicable laws, all individuals with access to personal information about our customers are required to follow this policy. Our Privacy Promise Your privacy and the confidentiality of your business records are important to us. Information and the analysis of information is essential to the business of insurance and critical to our ability to provide to you excellent, cost- 0 effective service and products. We understand that gaining and keeping your trust depends upon the security and integrity of our records concerning you. Accordingly, we promise that: U) 1. We will follow strict standards of security and confidentiality to protect any information you share with us or information that we receive about you; 2. We will verify and exchange information regarding your credit and financial status only for the purposes of underwriting, policy administration, or risk management and only with reputable references and clearinghouse services; 2 3. We will not collect and use information about you and your business other than the minimum amount of information necessary to advise you about and deliver to you excellent service and products and to administer our business; 4. We will train our employees to handle information about you or your business in a secure and confidential .2 manner and only permit employees authorized to use such information to have access to such information; 5. We will not disclose information about you or your business to any organization outside the XL Catlin insurance group of Companies or to third party service providers unless we disclose to you our intent to do so 0 CL or we are required to do so by law; 6. We will not disclose medical information about you, your employees, or any claimants under any policy of insurance, unless you provide us with written authorization to do so, or unless the disclosure is for any specific business exception provided in the law; 7. We will attempt, with your help, to keep our records regarding you and your business complete and accurate, 0 and will advise you how and where to access your account information (unless prohibited by law), and will 0 advise you how to correct errors or make changes to that information; and 8. We will audit and assess our operations, personnel and third party service providers to assure that your 0. privacy is respected. Collection and Sources of Information 0 We collect from a customer or potential customer only the personal information that is necessary for (a) determining eligibility for the product or service sought by the customer, (b) administering the product or service obtained, and (c) advising the customer about our products and services. The information we collect generally comes from the following sources: • Submission — During the submission process, you provide us with information about you and your business, N such as your name, address, phone number, e-mail address, and other types of personal identification information; LO • Quotes — We collect information to enable us to determine your eligibility for the particular insurance product and to determine the cost of such insurance to you. The information we collect will vary with the type of insurance you seek; E c� PN CW 02 1015 Page 1 of 3 ©2015 X.L. America, Inc. All Rights Reserved. May not be copied without permission. 44 Packet Pg. 3238 P.8.a IIIN10„,III IICII III 0 III G 2 • Transactions — We will maintain records of all transactions with us, our affiliates, and our third party service providers, including your insurance coverage selections, premiums, billing and payment information, claims history, and other information related to your account; CL • Claims — If you obtain insurance from us, we will maintain records related to any claims that may be made under your policies. The investigation of a claim necessarily involves collection of a broad range of information about many issues, some of which does not directly involve you. We will share with you any facts that we collect about your claim unless we are prohibited by law from doing so. The process of claim investigation, evaluation, and settlement also involves, however, the collection of advice, opinions, and comments from many people, including attorneys and experts, to aid the claim specialist in determining how best to handle your claim. In order to protect the legal and transactional confidentiality and privileges LO associated with such opinions, comments and advice, we will not disclose this information to you; and • Credit and Financial Reports — We may receive information about you and your business regarding your credit. We use this information to verify information you provide during the submission and quote processes and to help underwrite and provide to you the most accurate and cost-effective insurance quote we can provide. Retention and Correction of Personal Information We retain personal information only as long as required by our business practices and applicable law. If we become aware that an item of personal information may be materially inaccurate, we will make reasonable effort to re-verify its accuracy and correct any error as appropriate. Storage of Personal Information 2 2 .2 We have in place safeguards to protect data and paper files containing personal information. Sharing/Disclosing of Personal Information 2 We maintain procedures to assure that we do not share personal information with an unaffiliated third party for marketing purposes unless such sharing is permitted by law. Personal information may be disclosed to an 0 CL unaffiliated third party for necessary servicing of the product or service or for other normal business transactions as permitted by law. We do not disclose personal information to an unaffiliated third party for servicing purposes or joint marketing purposes unless a contract containing a confidentiality/non-disclosure provision has been signed by us and the 0 third party. Unless a consumer consents, we do not disclose "consumer credit report" type information obtained from an application or a credit report regarding a customer who applies for a financial product to any unaffiliated third party for the purpose of serving as a factor in establishing a consumer's eligibility for credit, insurance or C employment. "Consumer credit report type information" means such things as net worth, credit worthiness, lifestyle information (piloting, skydiving, etc.) solvency, etc. We also do not disclose to any unaffiliated third party CL a policy or account number for use in marketing. We may share with our affiliated companies information that 0 relates to our experience and transactions with the customer. Policy for Personal Information Relating to Nonpublic Personal Health Information We do not disclose nonpublic personal health information about a customer unless an authorization is obtained from the customer whose nonpublic personal information is sought to be disclosed. However, an authorization shall not be prohibited, restricted or required for the disclosure of certain insurance functions, including, but not limited to, claims administration, claims adjustment and management, detection, investigation or reporting of , actual or potential fraud, misrepresentation or criminal activity, underwriting, policy placement or issuance, loss control and/or auditing. c� PN CW 02 1015 Page 2 of 3 ©2015 X.L. America, Inc. All Rights Reserved. May not be copied without permission. 45 Packet Pg. 3239 P.8.a III°"10 III CI III 0 III G� 2 Access to Your Information Our employees, employees of our affiliated companies, and third party service providers will have access to CL information we collect about you and your business as is necessary to effect transactions with you. We may also disclose information about you to the following categories of person or entities: • Your independent insurance agent or broker; • An independent claim adjuster or investigator, or an attorney or expert involved in the claim; • Persons or organizations that conduct scientific studies, including actuaries and accountants; • An insurance support organization; • Another insurer if to prevent fraud or to properly underwrite a risk; • A state insurance department or other governmental agency, if required by federal, state or local laws; or • Any persons entitled to receive information as ordered by a summons, court order, search warrant, or subpoena. c� Violation of the Privacy Policy Any person violating the Privacy Policy will be subject to discipline, up to and including termination. For more information or to address questions regarding this privacy statement, please contact your broker. .2 2 0 CL 0 0 CL CL 0 CN cN LO CD 4i c� PN CW 02 1015 Page 3 of 3 ©2015 X.L. America, Inc. All Rights Reserved. May not be copied without permission. 46 Packet Pg. 3240 P.8.a III°"10 III CI III 0 III�G� FRAUD NOTICE 2 CL Arkansas Any person who knowingly presents a false or fraudulent claim for payment of a loss or 0 benefit or knowingly presents false information in an application for insurance is guilty CL of a crime and may be subject to fines and confinement in prison. Colorado It is unlawful to knowingly provide false, incomplete, or misleading facts or a information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance, and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable for insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. District of WARNING: It is a crime to provide false or misleading information to an insurer for the Columbia purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits if false information materially related to a claim was provided by the applicant. Florida Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information is guilty of a felony of the third degree. Kansas A "fraudulent insurance act" means an act committed by any person who, knowingly and with intent to defraud, presents, causes to be presented or prepares with knowledge or belief that it will be presented to or by an insurer, purported insurer, 76 broker or any agent thereof, any written, electronic, electronic impulse, facsimile, 2 magnetic, oral, or telephonic communication or statement as part of, or in support of, an application for the issuance of, or the rating of an insurance policy for personal or 2 commercial insurance, or a claim for payment or other benefit pursuant to an insurance policy for commercial or personal insurance which such person knows to contain materially false information concerning any fact material thereto; or conceals, for the purpose of misleading, information concerning any fact material thereto. CL Kentucky Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance containing any materially false information or conceals, for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime. 0 Louisiana Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. 00 Maine It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties may include imprisonment, fines, or denial of insurance benefits. Maryland Any person who knowingly or willfully presents a false or fraudulent claim for payment 0 of a loss or benefit or who knowingly or willfully presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. New Jersey Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties. New Mexico ANY PERSON WHO KNOWINGLY PRESENTS A FALSE OR FRAUDULENT CLAIM CN FOR PAYMENT OF A LOSS OR BENEFIT OR KNOWINGLY PRESENTS FALSE INFORMATION IN AN APPLICATION FOR INSURANCE IS GUILTY OF A CRIME ` Oa AND MAY BE SUBJECT TO CIVIL FINES AND CRIMINAL PENALTIES. c� PN CW 01 0915 Pagel of 3 ©2015 X.L. America, Inc. All Rights Reserved. May not be copied without permission. 47 Packet Pg. 3241 P.8.a IIIN10„,III IICII III 0 III G New York General: All applications for commercial insurance, other than automobile 2 insurance: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading, 0 information concerning any fact material thereto, commits a fraudulent insurance act, CL which is a crime, and shall also be subject to a civil penalty not to exceed five thousand dollars and the stated value of the claim for each such violation. LU All applications for automobile insurance and all claim forms: Any person who knowingly makes or knowingly assists, abets, solicits or conspires with another to make a false report of the theft, destruction, damage or conversion of any motor vehicle to a law enforcement agency, the department of motor vehicles or an insurance company, LO commits a fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to exceed five thousand dollars and the value of the subject motor vehicle or stated claim for each violation. Fire: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance containing any false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime. The proposed insured affirms that the foregoing information is true and agrees that these applications shall constitute a part of any policy issued whether attached or not and that any willful concealment or misrepresentation of a material fact or circumstances shall be grounds to rescind the insurance policy. Ohio Any person who, with intent to defraud or knowing that he is facilitating a fraud against .2 an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud. cs Oklahoma WARNING: Any person who knowingly, and with intent to injure, defraud or deceive any insurer, makes any claim for the proceeds of an insurance policy containing any false, incomplete or misleading information is guilty of a felony. Pennsylvania All Commercial Insurance, Except As Provided for Automobile Insurance: CL Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. 0 Automobile Insurance: Any person who knowingly and with intent to injure or defraud 0 CL any insurer files an application or claim containing any false, incomplete or misleading information shall, upon conviction, be subject to imprisonment for up to seven years and the payment of a fine of up to $15,000. CL Puerto Rico Any person who knowingly and with the intention of defrauding presents false information in an insurance application, or presents, helps, or causes the presentation of a fraudulent claim for the payment of a loss or any other benefit, or presents more than one claim for the same damage or loss, shall incur a felony and, upon conviction, shall be sanctioned for each violation by a fine of not less than five thousand dollars ($5,000) and not more than ten thousand , dollars ($10,000), or a fixed term of imprisonment for three (3) years, or both c14 c14 penalties. Should aggravating circumstances [be] present, the penalty thus established may be increased to a maximum of five (5) years, if extenuating LO circumstances are present, it may be reduced to a minimum of two 2 ears. c� PN CW 01 0915 Page 2 of 3 ©2015 X.L. America, Inc. All Rights Reserved. May not be copied without permission. 48 Packet Pg. 3242 P.8.a III°"10 III CI III 0 III�G� Rhode Island Any person who knowingly presents a false or fraudulent claim for payment of a loss or 2 benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. Tennessee All Commercial Insurance, Except As Provided for Workers' Compensation It is a crime to knowingly provide false, incomplete or misleading information to an insurance CL company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits. Workers' Compensation: It is a crime to knowingly provide false, incomplete or misleading information to any party to a workers' compensation transaction for the purpose of committing fraud. Penalties include imprisonment, fines and denial of insurance benefits. LO Utah Workers' Compensation: Any person who knowingly presents false or fraudulent underwriting information, files or causes to be filed a false or fraudulent claim for disability compensation or medical benefits, or submits a false or fraudulent report or billing for health care fees or other professional services is guilty of a crime and may be subject to fines and confinement in state prison. Virginia It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits. Washington It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits. West Virginia Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. 2 All Other States Any person who knowingly and willfully presents false information in an application for insurance may be guilty of insurance fraud and subject to fines and confinement in 2 prison. (In Oregon, the aforementioned actions may constitute a fraudulent insurance act which may be a crime and may subject the person to penalties). 0 CL 0 U) a 0 CL U) CL 0 N N LO 4i c� PN CW 01 0915 Page 3 of 3 ©2015 X.L. America, Inc. All Rights Reserved. May not be copied without permission. 49 Packet Pg. 3243 P.8.a SCHEDULE OF POLICY FORMS AND ENDORSEMENTS Form(s) and Endorsement(s) made a part of this policy at time of issue. 0 Form Number Edition Date Description PN FL 10 2009-09-01 Florida Notice to Policyholders PGU POL 2000 2019-08-01 Public Officials and Employment Practices Liability Declarations IL MP 9104 0314 IHIC 2014-03-01 In Witness PGU 2002 2017-04-01 Schedule of Policy Forms and Endorsements PGU POL 2001 2017-04-01 Public Officials and Employment Practices Liability Insurance Policy PGU 1006 2017-04-01 Specific Claims Exclusion-Claims Arising out of Specific Incident PGU POL 1033 2017-04-01 Additional Insureds-Boards, Commissions or Units PGU 1052(POL) 2017-04-01 Minimum Earned Premium Upon Cancellation XL-FLSOP 2010-11-01 Service of Process PN FL 03 2015-10-01 Florida Notice to Policyholders PN CW 01 2015-09-01 Notice to Policyholders-Fraud Notice PN CW 02 2015-10-01 Notice to Policyholders-Privacy Policy PN CW 05 2014-09-01 Notice to Policyholders-U.S. Treasury Department's Office of Foreign Assets Control ("OFF .2 2 0 CL 0 U) 0 CL U) CL 0 C14 c14 c� PGU 2002 0417 50 Packet Pg. 3244 P.8.a Professional Governmental Underwriters, LLC CLAIM REPORTING REFERENCE FORM 0 IN CASE OF CLAIM—FOLLOW THESE INSTRUCTIONS For your: • Educators Liability and EPL policy • Public Officials and EPL policy • Police Professional Liability policy YOUR INSURANCE COMPANY FOR THE ABOVE IS: z • Indian Harbor Insurance Company Greenwich Insurance Company IF NOTICE OF SUIT OR INCIDENT IS RECEIVED: • Do NOT assume or admit responsibility. • Do NOT reveal your policy's limits of liability. • Document your file with records of all employees/officials involved. • Make NO statement to anyone except your legal counsel or insurance company representative. 0 2 IMMEDIATELY REPORT ALL SUMMONS, CLAIMS AND EEOC INCIDENTS TO THE FOLLOWING LOCATION: XL Catlin Phone: 972.383.7186 Attention: Denese Davis Fax: 972.383.7177 U- 14643 Dallas Parkway, Ste 770 Email: proclaimnewnotices&axaxl.com Dallas, TX 75254 a� U) BE PREPARED TO INCLUDE WITH YOUR REPORT: CL U) • Your policy number. CL • 0 Insured name. • Insured address. Name of department involved. Name and phone number of official to be contacted. • The official summons and notice of claim. c� MANAGING UNDERWRITER ISSUING THIS POLICY Professional Governmental Underwriters, LLC P.O. Box 35471 Richmond, VA 23235 KEEP THIS FORM WITH YOUR POLICY 51 Packet Pg. 3245 CL 1� 0 CL w z L-ANDMARK AMERICAN INSURANCE COVIPANY .2 0 .2 CL 0 CL CL U- w 0 U) a 0 CL U) CL 0 CN CN LO CD E .a u 52 Packet Pg. 3246 P.8.a COMMON POLICY TERMS AND CONDITIONS COVERAGE SECTION (NON-PROFIT) PLEASE READ YOUR POLICY CAREFULLY CL CL Words and phrases that appear in bold text have special meaning. Refer to SECTION III. - DEFINITIONS. In consideration of the payment of premium and in reliance upon all statements made to the Insurer in the Application, and subject to the terms, conditions, definitions, exclusions and limitations hereinafter provided, the Insurer agrees: SECTION I. —COMMON POLICY TERMS AND CONDITIONS The Common Policy Terms and Conditions Section of this policy shall apply to all Coverage Sections. Unless stated to the contrary in any Coverage Section, the terms and conditions of each Coverage Section of this policy shall apply only to that Coverage Section and shall not apply to any other Coverage Section of this policy. If any provision in the Common Policy Terms and Conditions sections is inconsistent or in conflict with the terms and conditions in any Coverage Section, including any endorsements attached thereto, the terms and conditions of such Coverage Section or endorsement, shall supersede for the purposes of that Coverage Section. SECTION II. -COVERAGE EXTENSIONS A. Marital Estate This policy shall cover Loss arising from any Claim made against the lawful spouse or any legally recognized12 domestic partner of an Insured Person for Claims arising solely out of his or her status as the spouse or domestic partner of an Insured Person (where such status is derived by reason of statutory law or common law)where such Insured Person is entitled to coverage under this policy. Such coverage shall extend to any 2 Claim in which a recovery is sought from marital community property, property jointly held by the Insured Person and the spouse or domestic partner, or property transferred from the Insured Person to the spouse or domestic partner. Provided, however, that this COVERAGE EXTENSION shall not extend coverage to any Claim for, arising from, based upon or attributable to any actual or alleged Wrongful Act of the spouse or domestic partner. 0 B. Extended Reporting Period If the Insurer shall refuse to renew this policy or the Insured Organization shall cancel or refuse to renew this policy, the Insured Organization shall have the right, upon payment of seventy five percent (75%) of the Full Annual Premium, to a period of three hundred and sixty five (365) days following the effective date of 0 such cancellation or nonrenewal (herein referred to as the "Extended Reporting Period") in which to give written notice to the Insurer of any Claim first made against the Insured during said three hundred and sixty five (365) day period for any Wrongful Act occurring prior to the end of the Policy Period and otherwise covered by this policy. As used herein, "Full Annual Premium" means the premium stated in Item 5. of the Common Policy Declarations Page and any additional premium(s) charged during the Policy Period. The rights contained in this clause shall terminate unless written notice of such election together with the additional premium due is received by the Insurer at its address shown on the Declarations Page within thirty 0- (30) days of the effective date of cancellation or nonrenewal. The Extended Reporting Period is not cancelable and the additional premium charged shall be fully earned at the inception of the Extended Reporting Period. The Limit of Liability available under the Extended Reporting Period is part of and not in addition to the Limit of Liability stated in Item 4. of the Declarations Page. The rights contained in this clause shall not apply in the event of cancellation resulting from non-payment of LO premium. .. C. Estates and Legal Representatives This policy shall cover Loss arising from any Claim made against the estates, heirs, legal representatives or assigns of an Insured Person who is deceased, or against the legal representatives or assigns of an Insured Person who is incompetent, insolvent or bankrupt, for the Wrongful Act of such Insured Person. RSG 211003 0121 Packet Pg. 3247 P.8.a SECTION III. —DEFINITIONS A. Application means the application attached to and forming a part of this policy, including any materials c� submitted or requested in connection with such application within 12 months prior to the inception date of this policy, all of which are deemed a part of this policy. B. Claim shall have the meaning set forth in each applicable Coverage Section or any applicable endorsements 0 attached to this policy. CL C. Coverage Section means, individually or collectively, the purchased coverage sections listed in Item 3. of the Declarations, including all endorsements attached thereto. D. Defense Expenses means reasonable and necessary legal fees and expenses incurred, with the Insurer's consent, by any Insured in defense of a Claim, including any appeal therefrom. Defense Expenses, however, shall not include: 1. Remuneration, overhead or benefit expenses associated with any Insured Person; or 2. Any obligation to apply for or furnish any appellate or similar bond. E. Employment Practices Wrongful Act shall have the meaning set forth in the Employment Practices Liability Coverage Section, whether or not purchased. F. Fiduciary Wrongful Act shall have the meaning set forth in the Fiduciary Liability Coverage Section, whether or not purchased. G. Insured shall have the meaning set forth in each applicable Coverage Section or any applicable endorsements attached to this policy. H. Insured Organization means: 1. The organization named in Item 1. of the Declarations Page and any Subsidiary existing prior to or at the inception date of this policy; or . 2. Subject to SECTION V. - CONDITIONS, G. Merger, Consolidation or Acquisition of this policy, Insured Organization shall include any Subsidiary created or acquired after the inception date of this policy; L' or 3. In the event a bankruptcy proceeding shall be instituted by or against the foregoing entities, the resulting debtor-in-possession (or equivalent status outside the United States), if any. CL I. Insured Person shall have the meaning set forth in each applicable Coverage Section or any applicable — endorsements attached to this policy. J. Insurer means the Company providing this insurance as shown on the Declarations Page. 0 K. Loss shall have the meaning set forth in each applicable Coverage Section or any applicable endorsements attached to this policy. 0 L. Policy Period means the period beginning at the inception date and ending at the expiration date stated in U) Item 2. of the Declarations Page or to any earlier policy cancellation or termination date. M. Subsidiary means any entity of which the Insured Organization, either directly or indirectly, or through one or more of its Subsidiaries: 1. Owns more than fifty percent (50%) of the voting interest; or 2. Has the right to elect or appoint more than fifty percent (50%) of the voting directors or trustees. A Subsidiary ceases to be a Subsidiary when the Insured Organization no longer owns more than fifty percent (50%) of the voting interest, or no longer has the right to elect or appoint more than fifty percent N (50%) of the voting directors, or trustees, either directly or indirectly, or through one or more of its Subsidiaries. LO N. Third Party Discrimination shall have the meaning set forth in the Employment Practices Liability Coverage Section,whether or not purchased. O. Third Party Harassment shall have the meaning set forth in the Employment Practices Liability Coverage Section, whether or not purchased. P. Wrongful Act shall have the meaning set forth in each applicable Coverage Section or any applicable endorsements attached to this policy. RSG 211003 0121 Packet Pg. 3248 P.8.a SECTION IV. - EXCLUSIONS The Insurer shall not be liable to make any payment for Loss in connection with any Claim made against any c� Insured: 1. Alleging, arising out of, based upon or attributable to, directly or indirectly, the same or essentially the same facts underlying or alleged in any matter which, prior to the inception date of this policy, has been the 0 subject of notice to any insurer of a Claim, or a potential or threatened Claim, or an occurrence or circumstance that might give rise to a Claim under any policy of which this insurance is a renewal or replacement or which it may succeed in time; 2. Based upon, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving any nuclear reaction, nuclear radiation, or radioactive contamination, or any related act or incident; 3. Any Telecommunications Claim, as defined below. A Telecommunications Claim is any Claim: a. Arising from, based upon, attributable to, or in consequence of any proceeding against any Insured brought by the Federal Trade Commission or any other federal, state or local regulatory agency or other administrative body alleging the violation of any federal, state or local laws or regulation pertaining to unsolicited or non-consensual advertising, through faxes, telephone calls, texting or any other medium; and/or b. Arising from, based upon, attributable to, or in consequence of, any actual or alleged violation of: (1) The Fair Debt Collection Practices Act or any amendments thereto or any rules or regulations promulgated thereunder, or any similar provisions of any federal, state or local statutory law or common law anywhere in the world; 2 (2) The CAN-SPAM Act of 2003 or any amendments thereto or any rules or regulations promulgated thereunder, or any similar provisions of any federal, state or local statutory law or common law c? anywhere in the world; (3) The Telephone Consumer Protection Act (TCPA) of 1991 or any amendments thereto or any rules or 2 regulations promulgated thereunder, or any similar provisions of any federal, state or local statutory law or common law anywhere in the world; or (4) Any other law, ordinance, regulation, statute or common law relating to any communication, distribution, publication, sending or transmission via telephone, telephone facsimile machine, computer or other telephonic or electronic devices. The Wrongful Act of an Insured shall not be imputed to any other Insured for the purpose of determining the applicability of the EXCLUSIONS set forth in SECTION IV. 0 SECTION V. -CONDITIONS U) a A. Duty to Defend0. U) It shall be the right and duty of the Insurer to defend any Claim against any Insured for which coverage applies under this policy, and the Insurer shall have the right to appoint counsel of its choosing. No Insured may incur any Defense Expenses, admit liability for or settle any Claim or negotiate any settlement without 0 the Insurer's prior written consent; such consent not to be unreasonably withheld. Any Defense Expenses incurred or settlements made without the prior written consent of the Insurer will not be covered under this policy. The Insurer shall have the right to appoint counsel, investigate and conduct negotiations and, with the consent of the Insured, to enter into the settlement of any Claim that the Insurer deems appropriate. If the Insured refuses to consent to a settlement acceptable to the claimant in accordance with the Insurer's recommendations, the Insurer's liability for all Loss on account of such Claim shall not exceed: N 1. The amount for which the Insurer could have settled such Claim plus Defense Expenses incurred as of LO the date such settlement was proposed in writing by the Insurer("Settlement Opportunity Amount"); plus 2. Seventy percent (70%) of covered Loss in excess of such Settlement Opportunity Amount subject to the policy's Limit of Liability. In no event shall the Insurer be liable under this policy for more than the Limit of Liability shown in Item 4. of the Common Policy Declarations Page. RSG 211003 0121 Packet Pg. 3249 P.8.a B. Limit of Liability; Retention; Payment of Loss 1. Aggregate Limit of Liability 2 Regardless of Coverage Sections purchased, as stated in Item 3. of the Common Policy Declarations Page, the amount shown in Item 4. of the Common Policy Declarations Page is the maximum aggregate limit that the Insurer will pay for all Loss under all Coverage Sections combined, arising out of any and all Claims first made against the Insured during the Policy Period and the Extended Reporting Period (if purchased) and reported in accordance with the terms and conditions of this policy. The Insurer will have no obligation to pay Loss or to defend or continue to defend any Claim after the aggregate Limit of Liability, stated in Item 4. of the Common Policy Declarations Page, has been exhausted by payment of Loss. Defense Expenses shall be part of and not in addition to the Limit of Liability and payment of Defense Expenses by the Insurer will reduce the Limit of Liability. 2. Separate Limit of Liability Regardless of any Separate Limit(s) of Liability purchased, as stated in Item 3. of the Common Policy Declarations, the maximum limit of the Insurer's liability for all Loss for each applicable Coverage Section purchased shall not exceed the Separate Limit of Liability as stated in Item 2. of each applicable Declarations for each applicable Coverage Section. Where two or more Separate Limits of Liability are or could be applicable to one Claim or series of interrelated Claims deemed to be a single Claim pursuant to Section V.13.4. below, the larger of the applicable Separate Limits of Liability shall apply, but in no event shall more than one Separate Limit of Liability apply to any Claim or series of interrelated Claims and in no event shall the Insurer be obligated to pay Loss or to defend or continue to defend any Claim after the Insurer has paid the applicable Separate Limit of Liability or the Aggregate Limit of Liability per Section V.B.1. of these Common Policy Terms and Conditions. 3. As a condition precedent to coverage under this policy, the Insured shall pay with respect to each Claim the applicable Retention amount, as identified in Item 3. of the Declarations Page for each applicable Coverage Section or as otherwise identified. The Retention amount shall be reduced solely by covered Loss and shall be applied to all Loss, including Defense Expenses, and the Insurer shall only be liable for the amount of Loss that is excess of the stated Retention amount. 2 4. All Claims based on, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving the same or related facts, circumstances, situations, transactions or events, or the same or related series of facts, circumstances, situations, transactions or events, shall be deemed to be a single Claim for all purposes under this policy, shall be subject to the Retention stated in Item 3. of the Declarations Page for each applicable Coverage Section, or other applicable Retention, and shall be deemed first made when the earliest of such Claims is first made, regardless of whether such date is before or during the Policy Period. 0 5. In the event that a Claim implicates more than one Retention amount, then the largest of the applicable Retention amounts shall be applied, but in no event shall more than one Retention amount be applied to a Claim. 0 0. U) 6. Any Retention amount applicable to a Claim against an Insured Person shall apply where indemnification by the Insured Organization is permitted or required, regardless of whether the CL Insured Organization has agreed, failed or refused to indemnify such Insured Person, provided it shall 0 not apply when indemnification cannot be made by the Insured Organization by reason of the Insured Organization's financial insolvency. 7. The Insurer's duty to defend the Insured and pay Defense Expenses ends upon exhaustion of the Limit of Liability, which includes paying or tendering the Limit of Liability into court. 8. Except for payment of Defense Expenses, the Insurer shall pay for Loss only upon final disposition of N any Claim. LO C. Notice of Claim or Circumstance 1. If, during the Policy Period or Extended Reporting Period (if applicable), any Claim is first made, it shall be a condition precedent to the Insurer's obligation to pay, that the Insured give written notice of such Claim to the Insurer as soon as practicable after such Claim is first made, but in no event shall such notice be given later than sixty (60) days after either the Policy Period expires or any earlier cancellation date of this policy. RSG 211003 0121 Packet Pg. 3250 P.8.a 2. If, during the Policy Period or Extended Reporting Period (if applicable), any Insured first becomes aware of any facts or circumstances which may reasonably be expected to give rise to a Claim against any Insured for any Claim made against the Insured for any Wrongful Act occurring prior to the end of 2 the Policy Period, and as soon as practicable thereafter, but before the expiration date or any earlier cancellation date of this policy, gives to the Insurer written notice, of such facts or circumstances along with the full particulars described below, then any Claim subsequently made against any Insured 0 arising out of such facts or circumstances will be deemed first made during the Policy Period. The CL written notice shall include, at a minimum: a. The names or identity of the potential claimants and a detailed description of the specific alleged Wrongful Act; and b. The circumstances by which the Insured first became aware of the specific alleged Wrongful Act. Further, if any Claim first made after the Policy Period expires is nonetheless deemed to be made during the LO Policy Period pursuant to Section V.B.4., then it is a condition precedent to coverage for such Claim that the Insured report it to the Insurer as soon as practicable. D. Cooperation In the event of a Claim or notice of circumstances under SECTION V. - CONDITIONS, C. Notice of Claim or Circumstance of this policy, the Insured will provide the Insurer with all information, assistance and cooperation that the Insurer reasonably requests, and will take no action, without the Insurer's prior written consent, that might prejudice the Insured's or the Insurer's position, potential or actual rights, or defense under this policy. E. Allocation 2 If both Loss covered under this policy and loss not covered under this policy are jointly incurred either because a Claim includes both covered and non-covered matters or covered and non-covered causes of action or because a Claim is made against both an Insured and any other parties not insured by this policy, 2 then the Insured and the Insurer shall use their best efforts to fairly and reasonably allocate payment under this policy between covered Loss and non-covered loss based on the relative legal exposures of the parties with respect to covered and non-covered matters or covered and non-covered causes of action. If the Insurer and the Insured agree on an allocation of Defense Expenses, based on covered and non- covered matters or persons, the Insurer shall advance Defense Expenses allocated to covered Loss. If 0 there is no agreement on an allocation of Defense Expenses, the Insurer shall advance Defense Expenses that the Insurer believes to be covered under this policy until a different allocation is negotiated, arbitrated, or judicially determined. Any negotiated, arbitrated or judicially determined allocation of Defense Expenses on account of a Claim shall be applied retroactively to all Defense Expenses on account of such Claim, notwithstanding any prior 0 advancement to the contrary. Any advancement or allocation of Defense Expenses on account of a Claim 0 shall not apply to or create any presumption with respect to the allocation of other loss on account of such a Claim. 0. U) F. Cancellation; Renewal Provision CL The Insured Organization may cancel this policy at any time by written notice or by surrender of this policy 0 to the Insurer at its address shown on the Declarations Page. This policy may only be cancelled by or on behalf of the Insurer in the event the Insured Organization fails to pay any premium when due. In the event of non-payment of premium by the Insured Organization, the Insurer may cancel this policy upon ten (10) days written notice. The Insurer will mail notice to the Insured Organization's address as shown in Item 1. of the Declarations Page. The mailing of such notice as aforesaid shall be sufficient proof of notice. If the Insured Organization cancels this policy, the Insurer will retain the customary short rate proportion of LO the premium hereon. The Insurer shall not be required to renew this policy upon its expiration. The offer by the Insurer of renewal terms, conditions, Limit of Liability and/or premiums varying from those of the expiring policy shall not constitute a refusal to renew. If the Insurer decides not to renew this policy, the Insurer will mail or deliver to the Insured Organization written notice of non-renewal, stating the reasons for non-renewal, at least sixty (60) days prior to the expiration date of this policy. RSG 211003 0121 Packet Pg. 3251 P.8.a Any notice of non-renewal will be mailed or delivered to the Insured Organization's last mailing address known to the Insurer. If notice is mailed, proof of mailing will be sufficient proof of notice. 2 G. Merger, Consolidation or Acquisition 1. If, after this policy's inception date, the Insured Organization creates or acquires a Subsidiary whose assets do not exceed twenty five percent (25%) of the total consolidated assets of the Insured 0 Organization, not including the assets of the created or acquired Subsidiary, such Subsidiary shall be CL deemed to qualify as an Insured Organization, but solely for a Wrongful Act that takes place on or after the effective date of such creation or acquisition. 2. If, after this policy's inception date, the Insured Organization creates or acquires a Subsidiary whose assets exceed twenty five percent (25%) of the total consolidated assets of the Insured Organization, not including the assets of the created or acquired Subsidiary, such Subsidiary shall be deemed to qualify as an Insured Organization, but solely for a Wrongful Act that takes place within the first ninety LO (90) days after the date of such creation or acquisition. After this ninety (90) day period, the created or acquired Subsidiary shall no longer be deemed an Insured Organization, unless: a. Written notice of the Subsidiary's creation or acquisition has been provided to the Insurer by the Insured Organization, as soon as practicable, and in no event later than ninety (90) days after the date of the creation or acquisition; b. The Insured Organization has provided the Insurer with any additional information the Insurer may request; c. The Insured Organization has agreed to the terms, conditions, exclusions and additional premium charge as may be required by the Insurer; and d. The Insurer, at its sole discretion, has agreed in writing to extend the coverage of this policy to the 12 created or acquired Subsidiary. 3. If during the Policy Period: 2 a. The Insured Organization shall consolidate with or merge into, or sell all or substantially all of its assets to any other person or entity or group of persons or entities acting in concert; or 2 b. Any person or entity or group of persons or entities acting in concert shall acquire an amount of more than fifty percent (50%) of the voting power for the election of directors of the Insured Organization; 0 (either of the above events in 3. a. or b. are hereunder referred to as the "Transaction"), CL then this policy shall continue in full force and effect for any Wrongful Act occurring prior to the effective , time of the Transaction, but there shall be no coverage afforded by any provision of this policy for any actual or alleged Wrongful Act occurring after the effective time of the Transaction. This policy may not be cancelled after the effective time of the Transaction and the premium for this policy shall be deemed 0 fully earned as of such time. 0 The Insured Organization shall give the Insurer written notice of the Transaction as soon as practicable, 0 but not later than thirty (30) days after the effective date of the Transaction. U) H. Representations CL The Insured represents that the information, particulars, documents, representations and statements contained in the Application are complete, true and accurate; are deemed incorporated into and constituting part of this policy; are material to the acceptance of the risk assumed by the Insurer under this policy. This policy is issued in reliance upon the truth of such representations. No knowledge or information possessed by any Insured will be imputed to any other Insured. If any of the information, particulars, documents, representations and statements contained in the Application are untrue, this policy will be void with respect , to any Insured who knew of such untruth. N N I. No Action Against Insurer , No action may be taken against the Insurer unless, as a condition precedent thereto, there has been full compliance with all of the terms and conditions of this policy and until the amount of any Insured's obligation to pay Loss has been finally determined either by judgment against such Insured after adjudicatory proceedings, or by written agreement of the Insured, the claimant and the Insurer. No Insured has any right under this policy to join the Insurer as a party to any Claim against an Insured to determine the liability of such Insured, nor shall the Insurer be impleaded by an Insured or his, her or its legal representative in any such Claim. RSG 211003 0121 Packet Pg. 3252 P.8.a J. Subrogation In the event the Insurer makes any payment under this Policy, the Insurer shall be subrogated to all of the c� rights of recovery of the Insured, who shall execute all papers and take all necessary actions to secure such rights, including the execution of any documents necessary to enable the Insurer to effectively bring suit in the name of an Insured. 0 CL K. Authorization and Notices 74 The Insured Persons agree that the Insured Organization shown in Item 1. of the Declarations Page acts on their behalf with respect to giving and receiving all notices and return of premium from the Insurer. L. Changes Notice to any agent or knowledge possessed by any agent or representations by persons acting on behalf of the Insurer do not effect a waiver or change in any part of this policy or estop the Insurer from asserting any right under the terms, conditions and limitations of this policy. The terms, conditions and limitations of this policy can only be waived or changed by written endorsement. M. Assignment Assignment of interest under this policy does not bind the Insurer without its prior written consent. N. Acceptance The Insureds agree that this policy, including the Application and any endorsements, constitutes the entire agreement between them and the Insurer relating to this insurance policy. O. Headings The description in the headings and sub-headings of this policy are solely for convenience, and form no part of the terms and conditions of coverage. P. Governing Law Clause This policy shall, to the extent permitted by applicable law, be construed in accordance with the laws of the c� state or jurisdiction of incorporation or organization of the Insured Organization shown in Item 1. of the Declarations Page or, in the case of matters pertaining to a Subsidiary, the laws of the state or jurisdiction of incorporation or organization thereof. 0 Q. Territory CL This policy shall apply to Claims made against any Insured anywhere in the world. R. Other Insurance Unless specifically stated otherwise, the insurance provided under this policy shall apply only as excess over any other valid and collectible insurance, unless such other insurance is written as specific excess insurance U) over the Aggregate Limit of Liability or Shared Limit of Liability provided by this policy. Any coverage 0 otherwise available under any Coverage Section shall be specifically excess over any other valid and U) collectible insurance pursuant to which any other insurer has a duty to defend a Claim for which this policy may be obligated to pay Loss. 0 In Witness Whereof, the Insurer has caused this policy to be executed and attested, but this policy shall not be valid unless countersigned on the Declarations Page by a duly authorized agent of the Insurer. N N LO _. ,i .._.. 9= 0 Secretary President c� RSG 211003 0121 Packet Pg. 3253 P.8.a DIRECTORS AND OFFICERS LIABILITY COVERAGE SECTION (NON-PROFIT) PLEASE READ YOUR POLICY CAREFULLY CL CL Words and phrases that appear in bold text have special meaning. Refer to SECTION III. — DEFINITIONS in this Coverage Section or the Common Policy Terms and Conditions. If purchased, as indicated in Item 3. of the Common Policy Declarations Page, and in consideration of the payment of premium, and in reliance upon all statements made to the Insurer in the Application, and subject to the terms, conditions, definitions, exclusions and limitations provided hereinafter or in the Common Policy Terms and Conditions, the Insurer agrees: SECTION I. -INSURING AGREEMENTS Directors and Officers Liability _ A. With the Insured Person, that if a Claim for a Wrongful Act is first made against any Insured Person during the Policy Period and reported in accordance with SECTION V. — CONDITIONS, C. Notice of Claim or Circumstance in the Common Policy Terms and Conditions of this policy, the Insurer will pay on behalf of such Insured Person all Loss such Insured Person is legally obligated to pay, except and to the extent that the Insured Organization is required or permitted to indemnify such Insured Person for such Loss. B. With the Insured Organization, that if a Claim for a Wrongful Act is first made against any Insured Person during the Policy Period and reported in accordance with SECTION V. — CONDITIONS, C. Notice of Claim or Circumstance in the Common Policy Terms and Conditions of this policy, the Insurer will pay on behalf of the 12 Insured Organization all Loss for which the Insured Organization is required or permitted to indemnify the U) Insured Person. .2 C. With the Insured Organization, that if a Claim for a Wrongful Act is first made against the Insured Organization during the Policy Period and reported in accordance with SECTION V. — CONDITIONS, C. Notice of Claim or Circumstance in the Common Policy Terms and Conditions of this policy, the Insurer will pay on behalf of the Insured Organization all Loss the Insured Organization is legally obligated to pay. Notwithstanding anything contained in this policy to the contrary, the coverage provided under SECTION I. 0 INSURING AGREEMENTS A. and B. shall be non-rescindable by the Insurer. _ SECTION II.—COVERAGE EXTENSIONS A. Outside Board Extension This policy shall cover Loss arising from an Insured Person having served, at the direction of and with the consent of the Insured Organization, as Director, Officer, or Trustee for any eleemosynary corporation or other not for profit organization where such Insured Person is entitled to indemnification by the Insured a Organization. 0 0 This COVERAGE EXTENSION shall be excess of any indemnification and/or insurance that may be permitted or provided by such eleemosynary corporation or organization, regardless of payment made by or on behalf of such eleemosynary corporation or organization, including but not limited to any other Director and Officer Liability Insurance or similar insurance provided for, to, or by any such eleemosynary corporation or organization. E B. Additional Side-A Limit of Liability If a limit is shown in Item 2.13 of the Directors and Officers Liability Declarations, then there shall be an addition to the maximum aggregate Limit of Liability available under this Directors and Officers Coverage Section. This amount shall be in addition to the Limit of Liability as set forth in Item 2.A. of the Directors and LO Officers Liability Declarations Page and shall be available solely for Loss resulting from a Claim against any Insured Persons covered under SECTION I. INSURING AGREEMENT A. of this coverage section, and shall be subject to the following additional conditions: (1) Any Loss resulting from a Claim against any Insured Persons covered under SECTION I. INSURING AGREEMENT A. of this Directors and Officers Coverage Section shall first be paid under the Limit of Liability as set forth in Item 2.A. of the Directors and Officers Liability Declarations Page, and such Limit of Liability must be completely exhausted by payment of Loss under SECTION I. INSURING RSG 211009 0121 Packet Pg. 3254 P.8.a AGREEMENTS A., B., and/or C. of this Directors and Officers Coverage Section before Loss shall be paid under the additional Limit of Liability dedicated for Insured Persons: and 2 (2) The additional Limit of Liability dedicated for Insured Persons shall be excess of any insurance available that is specifically excess of this policy and such excess insurance must be completely exhausted by payment of Loss thereunder before the Insurer shall have any obligation to make any payment on account of the additional Limit of Liability dedicated for Insured Persons. SECTION III. -DEFINITIONS A. Claim, either in the singular or the plural, means: 1. A written demand for monetary or non-monetary relief; 2. A civil, criminal, administrative, regulatory or arbitration proceeding, or arbitration demand for monetary or non-monetary relief which is commenced by: a. Receipt or service of a complaint or similar pleading; b. Return of an indictment or filing of information; or c. Receipt of a notice of charges; 3. A written request to an Insured to toll or waive a statute of limitations regarding a potential Claim, commenced by the receipt of such request by the Insured. B. Employee means any past, present or future employee of the Insured Organization, whether such employee is in a supervisory, co-worker or subordinate position or otherwise, including any full-time, part- time, seasonal, and temporary employee or volunteers of the Insured Organization. An individual who is leased or contracted to the Insured Organization shall also be an Employee, but only if the Insured Organization provides indemnification to such leased or contracted individual in the same manner as is provided to the Insured Organization's employees. C. Insured means an Insured Organization and/or an Insured Person. Y g Y D. Insured Person means: 2 1. Any past, present or future director, officer, trustee, Employee, advisory board member or any committee member of a duly constituted committee of the Insured Organization; or 2. In the event the Insured Organization or a Subsidiary thereof operates outside the United States, then CL the term Insured Person also means those titles, positions or capacities for such foreign Insured Organization or Subsidiary that are equivalent to the positions of directors or officers in the United States. E. Loss means damages, settlements, judgments (including pre- and post-judgment interest on a covered 0 judgment) and Defense Expenses. Loss (other than Defense Expenses) shall not include: U) 1. Any amount for which the Insureds are not financially liable or for which there is not legal recourse to the 0 0. Insureds; 0 2. Amounts owed under any contract, partnership, stock or other ownership agreement, or any other type of contract; 0 3. Disability, social security, workers compensation, medical insurance, retirement or pension benefit payments, or settlement amounts representing employment related benefit payments; 4. The cost of creating or reinstating employment; 5. Any amounts owed to any Employee as wages, compensation, severance or benefits previously incurred or vested without regard to any Claim; N 6. Civil or criminal fines or penalties; 7. Taxes, whether owed to or by any Insured; LO 8. Amounts, including Defense Expenses, arising out of, based upon or attributable to actual or alleged liability or costs incurred by any Insured to modify any building or property in order to make such building or property more accessible or accommodating to any disabled person; c� 9. Matters that may be uninsurable under the law pursuant to which this policy shall be construed. The DEFINITION of Loss shall include punitive or exemplary damages and the multiplied portion of any multiplied damage award, if and where insurable. For purposes of determining whether punitive or exemplary damages, or the multiplied portion of any multiplied damage award arising from any Claim shall be insurable RSG 211009 0121 Packet Pg. 3255 P.8.a by law, the Insurer agrees to abide by the law of whichever jurisdiction is applicable to such Claim and is most favorable to the Insured in that regard. 2 F. Personal Injury Wrongful Act shall mean any actual or alleged: 1. False arrest, wrongful detention or imprisonment, or malicious prosecution; 2. Libel, slander, defamation of character or invasion of privacy; CL 3. Wrongful entry, eviction or other invasion of the right of occupancy; 4. Infringement of copyright or trademark or other unauthorized use of title; or 5. Plagiarism or misappropriation of ideas. However, Personal Injury Wrongful Act shall not include: a. Publication or utterance concerning any organization or business enterprise or its products or services made by or at the direction of an Insured with knowledge of the falsity thereof; or b. The printing of periodicals, advertising matter, or any or all jobs taken by any Insured to be printed for a third party when the periodical, advertising matter or other printing is not a regular part of the Insured's own activities. G. Wrongful Act means any actual or alleged act, error, omission, misstatement, misleading statement, neglect or breach of duty, or Personal Injury Wrongful Act, by: U) 1. An Insured Person while acting in his or her capacity as such and on behalf of the Insured Organization or any matter claimed against them solely by reason of their status as an Insured Person; or 2. The Insured Organization. SECTION IV. - EXCLUSIONS The Insurer shall not be liable to make any payment for Loss in connection with any Claim made against any ° Insured: 1. Based upon, arising out of or attributable to the gaining by any Insured of any profit or advantage to which such Insured was not legally entitled; provided, this EXCLUSION shall not apply unless a judgment or other final adjudication adverse to such Insured establishes that the Insured gained such profit or advantage; 2. Based upon, arising out of, directly or indirectly resulting from or in consequence of, or in any way involving 0. any criminal or deliberate fraudulent act; provided, this EXCLUSION shall not apply unless a judgment or other final adjudication adverse to any Insured in the Claim shall establish that such Insured committed such criminal or fraudulent act; 3. Alleging, arising out of, based upon or attributable to, in whole or in part, any liability under or pursuant to any W contract or agreement, whether oral, written, express or implied, including the liability of others assumed by an Insured, unless such Insured would have been liable in the absence of such contract or agreement; 4. Alleging, arising out of, based upon or attributable to, in whole or in part, any litigation involving any Insured CL that was commenced or initiated prior to, or was pending on or before the date referenced in Item 4. of the Directors and Officers Liability Declarations Page, or arising out of or based upon, in whole or in part, any CL facts or circumstances underlying or alleged in any such prior or pending litigation; 0 5. Alleging, arising out of, based upon or attributable to any workers' compensation, disability benefits, unemployment compensation, unemployment insurance, retirement benefits,social security benefits or similar law; 6. For actual or alleged bodily injury, sickness, disease or death of any person, mental anguish or emotional distress; damage to or destruction of any tangible property, including loss of use thereof, whether or not such property is physically damaged; N N 7. Alleging, arising out of, based upon or attributable to, in whole or in part, the performance or rendering of or failure to perform professional services, where such services are undertaken for others for a fee; ` 8. For violation of any of the responsibilities, obligations or duties imposed by: The Fair Labor Standards Act (except the Equal Pay Act) or any state or local statutory or common law, regulation or ordinance that governs E payment or administration of wages, hours worked, or employee entitlements; the Employee Retirement Income Security Act of 1974; the National Labor Relations Act; the Worker Adjustment and Retraining Notification Act; the Consolidated Omnibus Budget Reconciliation Act; the Occupational Safety and Health Act; any rules or regulations of any of the foregoing promulgated thereunder and amendments thereto; or any similar provisions of any federal, state or local statutory or common law that govern the same subject matter governed by the laws RSG 211009 0121 Packet Pg. 3256 P.8.a referenced in this section even if particular laws have some additional or different provisions; provided, this EXCLUSION shall not apply to Loss arising from a Claim for employment related retaliation; 2 9. Brought by or on behalf of any Insured, except: a. A derivative action brought by or made on behalf of, or in the name or right of, the Insured Organization, if such action is brought and maintained independently of, and without assistance, participation or 0 intervention of any Insured; 0. b. Any Claim brought by the examiner, trustee, receiver, liquidator or rehabilitator (or any assignee thereof) of such Insured Organization, in or after any bankruptcy proceeding by or against an Insured Organization; c. Any Claim brought by any past director, officer, trustee, manager or equivalent executives of the Insured Organization who have not served as a director, officer, trustee, manager or equivalent executive for at least three (3) years prior to the date such Claim is first made, but only if the Claim is brought and maintained totally independent of and without the solicitation, assistance, active participation or , intervention of the Insured Organization or any Insured Person not described in this paragraph 9.c.; or d. Any instigation of or involvement in any Claim, or solicitation, assistance, active participation or intervention by any Insured whistleblower under Section 806 of the Sarbanes-Oxley Act of 2002 or any rule or regulation promulgated thereunder, or under any similar whistleblower statute, rule or regulation under any other federal or state law. 10. For the actual, alleged or threatened discharge, dispersal, release or escape of pollutants or any direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize pollutants, including but not limited to Claims alleging damage to the Insured Organization; Pollutant includes (but is not limited to) any solid, liquid, gaseous or thermal irritant or contaminant, whether live or inanimate, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes (but is not limited to) materials to be recycled, reconditioned or reclaimed; 11. Alleging, arising out of, based upon or attributable to, in whole or in part, any Employment Practices Wrongful Act. 2 12. Alleging, arising out of, based upon or attributable to, in whole or in part, any Third Party Discrimination and/or Third Party Harassment. 13. Alleging, arising out of, based upon or attributable to, in whole or in part, any Fiduciary Wrongful Act. 0 The Wrongful Act of an Insured shall not be imputed to any other Insured for the purpose of determining the applicability of the EXCLUSIONS set forth in SECTION IV. SECTION V. -CONDITIONS A. Bankruptcy and Priority of Payments The bankruptcy or insolvency of the Insured Organization or any Subsidiary shall not relieve the Insurer of any of its obligations hereunder. The coverage provided by this policy, however, is intended primarily to 0. protect and benefit the Insured Persons. With respect to the payment of the policy proceeds, it is agreed that covered Loss due under this policy shall be paid by the Insurer in the following order of priority: 1. First pay such Loss for which coverage is provided under INSURING AGREEMENT A. of this policy; 2. With respect to any remaining amount of the Limit of Liability still available after payment of such Loss, pay Loss for which coverage is provided under INSURING AGREEMENT B. of this policy; and 3. With respect to any remaining amount of the Limit of Liability still available after payment of such Loss, pay Loss for which coverage is provided under INSURING AGREEMENT C. of this policy. The Insured Organization or its representatives and the Insurer shall use their best efforts to agree upon LO the priority of payment of all Loss under this policy. If no agreement is reached regarding the priority of payments, then the Insurer and Insured Organization will submit the issue of such priority, and only that issue, to binding arbitration. c� RSG 211009 0121 Packet Pg. 3257 P.8.a In Witness Whereof, the Insurer has caused this policy to be executed and attested, but this policy shall not be valid unless countersigned on the Declarations Page by a duly authorized agent of the Insurer. 2 CL Secretary President c� U) 2 .2 2 CL CL CL U) a 0 CL U) CL 0 CN cN LO c� RSG 211009 0121 Packet Pg. 3258 P.8.a EMPLOYMENT PRACTICES LIABILITY COVERAGE SECTION (NON-PROFIT) PLEASE READ YOUR POLICY CAREFULLY CL CL Words and phrases that appear in bold text have special meaning. Refer to SECTION III. — DEFINITIONS in this Coverage Section or the Common Policy Terms and Conditions. If purchased, as indicated in Item 3. of the Common Policy Declarations Page, and in consideration of the payment of premium and in reliance upon all statements made to the Insurer in the Application, and subject to the terms, conditions, definitions, exclusions and limitations provided hereinafter or in the Common Policy Terms and Conditions, the Insurer agrees: SECTION I. -INSURING AGREEMENTS A. Employment Practices Liability _ The Insurer shall pay Loss up to the Limit of Liability applicable to this Coverage Section on behalf of the Insured in connection with any Employment Practices Claim first made against any Insured during the Policy Period and reported in accordance with SECTION V. — CONDITIONS, C. Notice of Claim or Circumstance in the Common Policy Terms and Conditions of this policy. U) B. Third Party Liability Coverage The Insurer shall pay for Loss up to the Limit of Liability applicable to this Coverage Section arising out of or in connection with any Claim for Third Party Discrimination and/or Third Party Harassment first made12 against any Insured during the Policy Period and reported in accordance with SECTION V. — CONDITIONS, C. Notice of Claim or Circumstance in the Common Policy Terms and Conditions of this policy. SECTION II.—COVERAGE EXTENSIONS 2 Workplace Violence Expenses Sublimit 2 If a sublimit is shown in Item 2.13. of the Employment Practices Liability Declarations Page, the Insurer shall provide coverage for Workplace Violence Expense the Insured Organization incurs resulting directly from any Workplace Violence. This sublimit shall be part of and not in addition to the Limit of Liability set forth in Item 2.A. of 0 the Employment Practices Liability Declarations Page. CL No Retention shall apply to the Workplace Violence Expense Coverage. SECTION III. -DEFINITIONS A. Claim, for purposes of this Coverage Section shall be an Employment Practices Claim, which means: 0 A written demand for monetary or non-monetary relief solely where alleging an Employment Practices Wrongful Act, including: 0. U) 1. A civil, criminal, administrative, regulatory or arbitration proceeding or arbitration demand for monetary or non-monetary relief which is commenced by: CL a. Receipt or service of a complaint or similar pleading; b. Return of an indictment or filing of information; or c. Receipt of a notice of charges; 2. A written request to an Insured to toll or waive a statute of limitations regarding a potential Claim, commenced by the receipt of such request by the Insured; N 3. An administrative or regulatory investigation when conducted by the Equal Employment Opportunity Commission ("EEOC") or equivalent state, local or foreign agency, which is commenced by the filing of a LO notice of charges, service of a complaint or similar document of which notice has been given to the Insured. Provided, such Employment Practices Claim shall not include any internal or external labor or grievance proceeding which is pursuant to a collective bargaining agreement. RSG 211010 0118 Packet Pg. 3259 P.8.a B. Employee means any past, present or future employee of the Insured Organization, whether such employee is in a supervisory, co-worker or subordinate position or otherwise, including any full-time, part- time, seasonal, and temporary employee or volunteers of the Insured Organization. An individual who is 2 leased or contracted to the Insured Organization shall also be an Employee, but only if the Insured Organization provides indemnification to such leased or contracted individual in the same manner as is provided to the Insured Organization's employees. 0 CL C. Employment Practices Claim means any Claim for an Employment Practices Wrongful Act. D. Employment Practices Wrongful Act means any actual or alleged: 1. Wrongful dismissal, discharge or termination (either actual or constructive) of employment, including breach of an implied employment contract; 2. Employment related harassment (including but not limited to sexual harassment); 3. Employment related discrimination (including but not limited to discrimination based upon age, gender, race, color, national origin, religion, sexual orientation or reference, pregnancy or disability); 9� p p 9 Y Y); 4. Employment-related retaliation; 5. Employment-related misrepresentation to an Employee or applicant for employment with the Insured Organization; 6. Employment-related libel, slander, humiliation, defamation and/or invasion of privacy; U) 7. Wrongful failure to employ or promote; 8. Wrongful deprivation of career opportunity, wrongful demotion or negligent Employee evaluation, including the giving of defamatory statements in connection with an Employee reference; 9. Employment related wrongful discipline; 2 2 10. Failure to grant tenure or practice privileges; 2 11. Failure to provide or enforce adequate or consistent organization policies or procedures relating to c� employment performance; 12. Violations of the following federal laws (as amended) including all regulations promulgated thereunder: a. Family and Medical Leave Act of 1993; b. Americans with Disabilities Act of 1992 (ADA); c. Civil Rights Act of 1991; d. Age Discrimination in Employment Act of 1967 (ADEA), including the Older Workers Benefit 0 Protection Act of 1990; or U) e. Title VII of the Civil Rights Law of 1964 (as amended) and 42 U.S.C. Section 1983, as well as the a Pregnancy Discrimination Act of 1978; 0 13. Violation of an Insured Person's civil rights relating to any of the above; or CL 14. Negligent hiring, retention, training or supervision, infliction of emotional distress, or violation of an 0 individual's civil rights, when alleged in conjunction with any of the foregoing items 1. through 13., whether such Employment Practices Wrongful Act as described in 1-14 above is committed directly, indirectly, intentionally or unintentionally, but only if the Employment Practices Wrongful Act actually or allegedly pertains to acts committed by an Insured and are alleged against an Insured by an Insured Person or applicant for employment with the Insured Organization. N E. Insured means any Insured Organization and/or Insured Person. LO F. Insured Person means: 1. Any past, present or future director, officer, trustee, Employee, advisory board member or any committee member of a duly constituted committee of the Insured Organization; or 2. In the event the Insured Organization or a Subsidiary thereof operates outside the United States, then the term Insured Person also means those titles, positions or capacities for such foreign Insured Organization or Subsidiary that are equivalent to the positions of directors or officers in the United States. RSG 211010 0118 Packet Pg. 3260 P.8.a G. Loss means damages (including back pay and front pay), settlements, judgments (including pre- and post- judgment interest on a covered judgment) and Defense Expenses. Loss (other than Defense Expenses) shall not include: 2 1. Any amount for which the Insureds are not financially liable or for which there is not legal recourse to the Insureds; 0 2. Amounts owed under any employment contract, partnership, stock or other ownership agreement, or any other type of contract; 3. Disability, social security, workers compensation, medical insurance, retirement or pension benefit payments, or settlement amounts representing employment related benefit payments; 4. The cost of creating or reinstating employment; 5. Any amounts owed to any Employee as wages or compensation previously incurred or vested without regard to any Claim; 6. Civil or criminal fines or penalties; 7. Taxes, whether owed to or by any Insured; 8. Amounts, including Defense Expenses, arising out of, based upon or attributable to actual or alleged liability or costs incurred by any Insured to modify any building or property in order to make such building or property more accessible or accommodating to any disabled person, or any actual or alleged liability or costs incurred in connection with any educational, sensitivity or other corporate program, policy or seminar relating to an Employment Practices Claim; 9. Matters that may be uninsurable under the law pursuant to which this policy shall be construed. The DEFINITION of Loss shall include punitive or exemplary damages and the multiplied portion of any multiplied damage award, if and where insurable. For purposes of determining whether punitive or exemplary damages, or the multiplied portion of any multiplied damage award arising from any Claim shall be insurable by law, the Insurer agrees to abide by the law of whichever jurisdiction is applicable to such Claim and is cs most favorable to the Insured in that regard. H. Premises means the buildings, facilities or properties occupied by the Insured Organization in conducting 2 its business. I. Third Party means any person(s)with whom an Insured interacts. 0 J. Third Party Discrimination means any discrimination by an Insured in his or her capacity as such against a CL Third Party based on such Third Party's race, color, creed, religion, age, gender, national origin, sexual orientation or preference, disability, pregnancy or other protected status that is protected pursuant to any applicable federal, state or local statute or ordinance. K. Third Party Harassment means any type of sexual or gender harassment as well as racial, religious, sexual 0 orientation, pregnancy, disability, age, or national origin-based harassment that is by an Insured to a Third 0 Party. 0 0. L. Workplace Violence means any intentional and unlawful act: 1. of deadly force involving the use of lethal weapon; or 2. the threat of deadly force involving the display of a lethal weapon, which occurs on or in the Premises and which did or could result in bodily injury or death to an Insured Person. M. Workplace Violence Expense means the reasonable fees and expenses, or cost of: 1. an independent security consultant for ninety (90) days following the date Workplace Violence occurs; N 2. an independent public relations consultant for ninety (90) days following the date Workplace Violence LO occurs; 3. a counseling seminar for all Employees conducted by an independent consultant following Workplace Violence; E 4. independent security guard services for up to fifteen (15) days; and 5. an independent forensic analyst. RSG 211010 0118 Packet Pg. 3261 P.8.a SECTION IV. - EXCLUSIONS The Insurer shall not be liable to make any payment for Loss in connection with any Claim made against any c� Insured: 1. Alleging, arising out of, based upon or attributable to, in whole or in part, any litigation involving any Insured that was commenced or initiated prior to, or was pending on or before the date referenced in Item 4. of the 0. Employment Practices Liability Declarations Page, or arising out of or based upon, in whole or in part, any facts or circumstances underlying or alleged in any such prior or pending litigation; 2. For actual or alleged bodily injury, sickness, disease or death of any person, mental anguish or emotional distress; damage to or destruction of any tangible property, including loss of use thereof, whether or not such property is physically damaged; provided, this EXCLUSION shall not apply to allegations of mental anguish or emotional distress made solely in connection with an Employment Practices Claim; The Insurer shall not be liable to make any payment, and shall have no duty to defend or pay Loss of any sort, in connection with any Workplace Violence: a. which occurs at any location other than the Insured Organization's Premises; b. arising from declared or undeclared war, civil war, insurrection, riot, civil commotion, rebellion or revolution, military, naval or usurped power, governmental intervention, expropriation or nationalization; c. that reflects legal costs, judgments and settlements incurred as the result of any Claim, suit or judicial action brought against an Insured Organization in connection with Workplace Violence; or d. resulting from the use or threat of force or violence occurring on the Premises for the purpose of demanding money, securities or property. 3. For the actual, alleged or threatened discharge, dispersal, release or escape of pollutants or any direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize pollutants, including but not limited to Claims alleging damage to the Insured Organization; Pollutant includes (but is not limited to) any solid, liquid, gaseous or thermal irritant or contaminant, whether live or inanimate, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes .2 (but is not limited to) materials to be recycled, reconditioned or reclaimed; 4. For violation of any of the responsibilities, obligations or duties imposed by: The Fair Labor Standards Act (except the Equal Pay Act) or any state or local statutory or common law, regulation or ordinance that governs CL payment or administration of wages, hours worked, or employee entitlements; the Employee Retirement Income Security Act of 1974; the National Labor Relations Act; the Worker Adjustment and Retraining Notification Act; the Consolidated Omnibus Budget Reconciliation Act; the Occupational Safety and Health Act; any rules or regulations of any of the foregoing promulgated thereunder and amendments thereto; or any similar provisions of any federal, state or local statutory or common law that govern the same subject matter governed by the laws referenced in this section even if particular laws have some additional or different U) provisions; provided, this EXCLUSION shall not apply to Loss arising from a Claim for employment related 0 0. retaliation; 0 5. Alleging, arising out of, based upon or attributable to, in whole or in part, any liability under or pursuant to any contract or agreement, whether oral, written, express or implied, including the liability of others assumed by an Insured, unless such Insured would have been liable in the absence of such contract or agreement; provided this EXCLUSION shall not apply to Defense Expenses in connection with an Employment Practices Claim; 6. Alleging, arising out of, based upon or attributable to any workers' compensation, disability benefits, unemployment compensation, unemployment insurance, retirement benefits, social security benefits or similar law; provided, this EXCLUSION shall not apply to Loss arising from a Claim for employment related N retaliation; LO 7. Alleging, arising out of, based upon, directly or indirectly resulting from or in consequence of, or in any way involving any criminal or deliberate fraudulent act; provided this EXCLUSION shall not apply unless a judgment or other final adjudication adverse to any Insured in the Claim shall establish that such Insured E committed such criminal or fraudulent act. c� The Wrongful Act of an Insured shall not be imputed to any other Insured for the purpose of determining the applicability of the EXCLUSIONS set forth in SECTION IV. RSG 211010 0118 Packet Pg. 3262 P.8.a In Witness Whereof, the Insurer has caused this policy to be executed and attested, but this policy shall not be valid unless countersigned on the Declarations Page by a duly authorized agent of the Insurer. 2 144 CL Secretary President c� U) 2 .2 2 CL CL CL U) a 0 CL U) CL 0 CN cN LO c� RSG 211010 0118 Packet Pg. 3263 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. 2 CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM CL This endorsement modifies insurance provided under the following: CL NON-PROFIT ORGANIZATION MANAGEMENT LIABILITY POLICY PRIVATE COMPANY MANAGEMENT LIABILITY POLICY The following is added to the Common Policy Terms and Conditions Coverage Section: If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and the Insurer has met our insurer deductible under the Terrorism Risk Insurance Act, the Insurer 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. Certified Act of Terrorism means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act 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 the Terrorism Risk Insurance Act; and 2. 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 U) influence the policy or affect the conduct of the United States Government by coercion. .2 The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for any loss which would otherwise be excluded under this Policy, such as losses excluded by the Nuclear Exclusion. All other terms and conditions of this policy remain unchanged. 0 0 U) a 0 0. U) 0 N N LO 4i c� Policy No.: Effective: RSG 204198 0118 70 Packet Pg. 3264 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. 2 COVERAGE EXTENSION - PUBLIC OFFICIALS CL This endorsement modifies insurance provided under the following: CL NON-PROFIT ORGANIZATION MANAGEMENT LIABILITY POLICY A. Solely with respect to coverage provided by this endorsement, SECTION III. — DEFINITIONS, H. Insured Organization in the Common Policy Terms and Conditions Coverage Section is deleted and replaced by the following: H. Insured Organization means the municipality, governmental body, department or unit which is named in Item 1. of the Declarations Page. B. Solely with respect to coverage provided by this endorsement, SECTION III. — DEFINITIONS, D. Insured Person in the Directors and Officers Liability Coverage Section and F. Insured Person in the Employment Practices Liability Coverage Section are deleted and replaced by the following: Insured Person means: U) 1. All persons who were, now are or shall be lawfully elected or appointed officials or Employees while acting solely in his or her capacity as such or on behalf of the Insured Organization; 2. Commissions, boards, or other units, and members and Employees thereof, operated by and under the jurisdiction of such Insured Organization and within an apportionment of the total operating budget submitted to the Insurer; 2 2 3. Volunteers acting solely in his or her capacity as such or on behalf of, at the request of and under the 2 direction of, the Insured Organization; and 4. Officials and Employees of the Insured Organization appointed at the request of the Insured .2 Organization to serve with an outside tax exempt entity. C. Solely with respect to coverage provided by this endorsement, SECTION III. — DEFINITIONS, G. Wrongful Act in the Directors and Officers Liability Coverage Section is deleted and replaced with the following: G. Wrongful Act means: 1. With respect to an Insured Person, any actual or alleged act, error, omission, misstatement, misleading statement, neglect or breach of duty while acting solely in his or her capacity as such and W on behalf of the Insured Organization; or ° 2. With respect to the Insured Organization, any actual or alleged act, error, omission, misstatement, misleading statement, neglect or breach of duty by or on behalf of the Insured Organization. C D. Solely with respect to coverage provided by this endorsement, the following is added to SECTION III. — DEFINITIONS, of the Employment Practices Liability Coverage Section: 0 Wrongful Act means any Employment Practices Wrongful Act or any actual or alleged act, error, omission, misstatement, misleading statement, neglect or breach of duty by or on behalf of the Insured Organization. E. Solely with respect to coverage provided by this endorsement, SECTION III. — DEFINITIONS, F. Personal Injury Wrongful Act of the Directors and Officers Liability Coverage Section shall be deleted in its entirety. N F. Solely with respect to coverage provided by this endorsement, SECTION IV. — EXCLUSIONS, 9. of the Directors and Officers Liability Coverage Section is deleted and replaced with the following: LO 9. Brought by or on behalf of one Insured against another Insured, however, with respect to any allegations of an Employment Practices Claim, this EXCLUSION shall only apply to cross-claims or counter-claims brought by one Insured against another Insured; c� Policy No.: Effective: RSG 214038 0118 Pagel of 2 71 Packet Pg. 3265 P.8.a G. Solely with respect to coverage provided by this endorsement, the following is added to SECTION IV. — EXCLUSIONS, of the Employment Practices Liability Coverage Section: Brought by or on behalf of one Insured against another Insured, however, with respect to any allegations .2 of an Employment Practices Claim, this EXCLUSION shall only apply to cross-claims or counter-claims brought by one Insured against another Insured; H. Solely with respect to coverage provided by this endorsement, SECTION IV. — EXCLUSION, 7. of the CL Directors and Officers Liability Coverage Section shall be deleted and replacing with the following: 7. Alleging, arising out of, based upon or attributable to, in whole or in part, the performance or rendering of or failure to perform professional services to anyone other than the Insured Organization by any member of the medical profession, or by any lawyer, architect, engineer or accountant; I. SECTION IV. - EXCLUSIONS of the Employment Practices Liability Coverage Section shall be amended by adding the following: Alleging, arising out of, based upon or attributable to, in whole or in part, the performance or rendering of or failure to perform professional services to anyone other than the Insured Organization by any member of the medical profession, or by any lawyer, architect, engineer or accountant; J. SECTION IV. - EXCLUSIONS of the Directors and Officers Liability Coverage Section and Employment Practices Liability Coverage Section shall be amended by adding the following: Alleging, arising out of, based upon or attributable to inverse condemnation, temporary or permanent taking, adverse possession or dedication by adverse use; Alleging, arising out of, based upon or attributable to strikes, riots or civil commotion; Alleging, arising out of, based upon or attributable to the operation of or activities of any schools, airports, transit authorities, hospitals, clinics, nursing homes or other health care operations, utilities, housing 2 authorities, jails or detention facilities, law enforcement agencies or fire fighting authorities unless such entity is the Insured named in Item 1. of the Declarations Page or by an endorsement attached. Regardless of the named Insured, this EXCLUSION shall apply to any Claim alleging Employment Practices Wrongful Acts that arise out of the Insured Organization's operation of or activities in 2 conjunction with any jails or detention facilities, law enforcement agencies or fire fighting authorities, unless such coverage is specifically added by an endorsement attached; Alleging, arising out of, based upon or attributable to the issuance of bonds or the improper collection of CL taxes; Alleging, arising out of, based upon or attributable to any construction, architectural or engineering contracts and/or agreements or the liability of others assumed by any Insured under the terms of any such contract or agreement unless such liability would have attached to any Insured in the absence of 0 the contract or agreement; or U) For any actual or alleged libel, slander or defamation in any form; provided this EXCLUSION shall not 0 apply to allegations of libel, slander, or defamation in any form made solely in connection with an 0 Employment Practices Claim. 0 All other terms and conditions of this policy remain unchanged. N N LO 4i c� RSG 214038 0118 Page 2 of 2 72 Packet Pg. 3266 P.8.a c� THIS ENDORSEMENT IS ATTACHED TO AND MADE A PART OF THIS POLICY IN RESPONSE TO TI DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DO NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDI THIS POLICY. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE* , Terrorism Premium $ Additional information, if any, concerning the terrorism premium: The portion of your premium for the policy term attributable to coverage for all acts of terrorism covered under this policy including terrorist acts certified under the Act is listed above. U) *Information required to complete this Schedule, if not shown above, will be shown in the Declarations Page. 2 A. Disclosure of Premium 2 In accordance with the federal Terrorism Risk Insurance Act, as amended, the Insurer is required to provide the Insured v a notice disclosing the portion of the Insured's premium, if any, attributable to coverage for terrorist acts certified under Terrorism Risk Insurance Act. The portion of the Insured's premium attributable to such coverage is shown in the Sched of this endorsement or in the policy Declarations Page. CL As defined in Section 102(1) of the Act: The term "act of terrorism" means any act or acts that are certified by the Secretan the Treasury— in consultation with the Secretary of Homeland Security, and the Attorney General of the United States—to an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulte( damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises ( 0 United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civil 0 population of the United States or to influence the policy or affect the conduct of the United States Government by coercion � CL B. Disclosure of Federal Participation in Payment of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the fed( program. The federal share equals 80% of that portion of the amount of such insured losses that exceeds the applica = Insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism F Insurance Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amo of such losses that exceeds $100 billion. C. Cap Insurer Participation in Payment of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billioi CN a calendar year and the Insurer has met our Insurer deductible under the Terrorism Risk Insurance Act, the Insurer will be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insu LO losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of ; Treasury. c� Policy No.: Effective: RSG 204123 0121 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 73 Packet Pg. 3267 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. 2 EXCLUSION - AMENDED BODILY INJURY AND CL PROPERTY DAMAGE CL L_ This endorsement modifies insurance provided under the following: NON-PROFIT ORGANIZATION MANAGEMENT LIABILITY POLICY PRIVATE COMPANY MANAGEMENT LIABILITY POLICY A. SECTION IV. — EXCLUSIONS, 6. of the Directors and Officers Liability Coverage Section is deleted and replaced with the following: 6. Alleging, arising out of, based upon, attributable to, or in any way involving, directly or indirectly, bodily injury, sickness, disease or death of any person, mental anguish or emotional distress; damage to or destruction of any tangible property, including loss of use thereof, whether or not such property is physically damaged; B. The first paragraph of SECTION IV. — EXCLUSIONS, 2. of the Employment Practices Liability Coverage Section is deleted and replaced with the following: 2. Alleging, arising out of, based upon, attributable to, or in any way involving, directly or indirectly: a. Bodily injury, sickness, disease or death of any person, mental anguish or emotional distress; provided, this EXCLUSION 2.a. will not apply to allegations of mental anguish or emotional distress made solely in connection with an Employment Practices Claim or a Claim for Third Party Discrimination and/or Third Party Harassment; or b. Damage to or destruction of any tangible property, including loss of use thereof, whether or not such property is physically damaged; 2 All other terms and conditions of this policy remain unchanged. 0 0 U) a 0 0. U) 0 N N LO 4i c� Policy No.: Effective: RSG 206118 0119 74 Packet Pg. 3268 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. 2 EXCLUSION - BIOMETRIC PRIVACY CLAIMSCL 0 CL This endorsement modifies insurance provided under the following: NON-PROFIT ORGANIZATION MANAGEMENT LIABILITY POLICY PRIVATE COMPANY MANAGEMENT LIABILITY POLICY The following is added to SECTION IV. — EXCLUSIONS, of the Directors and Officers Liability Coverage Section and Employment Practices Liability Coverage Section: The Insurer shall not be liable to make any payment for Loss under this policy in connection with any Claim made against any Insured alleging, arising out of, based upon, attributable to, or in any way involving, directly or indirectly, in whole or in part, any actual or alleged violation of Biometric Privacy Information. For the purpose of this endorsement, Biometric Privacy Information is defined as the Biometric Information Privacy Act ("BIPA"), the California Consumer Privacy Act ("CCPA"), or any federal, state, municipal or local statutory biometric privacy law or any such similar law or statute anywhere in the world that governs or relates to the collection, use, safeguarding, handling, storage, retention or destruction of biometric identifiers, biometric data or biometric information of any kind, including but not limited to retina or iris scans, fingerprints, voiceprints or scans of hand or face geometry. All other terms and conditions of this policy remain unchanged. 2 .2 2 0 0 U) a 0 0. U) 0 N N LO 4i c� Policy No.: Effective: RSG 206125 0120 75 Packet Pg. 3269 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. 2 EXCLUSION - NETWORK SECURITY AND PRIVACY INFORMATION CL This endorsement modifies insurance provided under the following: CL NON-PROFIT ORGANIZATION MANAGEMENT LIABILITY POLICY PRIVATE COMPANY MANAGEMENT LIABILITY POLICY A. The following is added to SECTION IV. — EXCLUSIONS, of the Common Policy Terms and Conditions Coverage Section: The Insurer shall not be liable to make any payment for Loss under this policy in connection with any Claim made against any Insured alleging, arising out of, based upon, attributable to, or in any way involving, directly or indirectly, in whole or in part, any actual or alleged violation of Network Security and Privacy Information. B. The following is added to Section III. — DEFINITIONS, of the Common Policy Terms and Conditions Coverage Section: 1. Network Security and Privacy Information shall mean: a. failure to prevent the transmission of a Computer Virus; or b. failure to provide any authorized user of the Insured Organization's website, or the Insured Organization's computer or communications network, with access to such website, or computer or communications network; or 2 c. failure to prevent unauthorized access to, or use of, data containing private or confidential information 2 of others; or d. failure to properly handle, manage, store, destroy or otherwise control confidential corporate or .2 personally identifiable information; or e. failure to provide notification of any actual or potential unauthorized access to, or use of, data containing private or confidential information of others if such notification is required by any state or federal regulation or statute. 2. Computer Virus shall mean any malicious code which could destroy, alter, contaminate or degrade the integrity, quality or performance of data of any computer application software, computer network, or W computer operating system or related network, upon the introduction of such malicious code through any computer, communications equipment or communications network that is owned or operated by the Insured Organization. 0. U) All other terms and conditions of this policy remain unchanged. 0 N N LO 4i c� Policy No.: Effective: RSG 206126 1120 76 Packet Pg. 3270 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. .2 CL EXCLUSION - SPECIFIC 0 CL This endorsement modifies insurance provided under the following: NON-PROFIT ORGANIZATION MANAGEMENT LIABILITY POLICY PRIVATE COMPANY MANAGEMENT LIABILITY POLICY The following is added to SECTION IV. — EXCLUSIONS, of the Common Policy Terms and Conditions Coverage Section: The Insurer shall not be liable to make any payment for Loss arising out of or in connection with any Claim, including but not limited to any subsequent stockholders derivative or representative actions, made against any Insured alleging, arising out of, based upon or attributable to, directly or indirectly relating to: c� U) All other terms and conditions of this policy remain unchanged. 2 .2 2 0 0 U) a 0 0. U) 0 N N LO 4i c� Policy No.: Effective: RSG 206113 0118 77 Packet Pg. 3271 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. 2 FLORIDA CHANGES CL This endorsement modifies insurance provided under the following: CL NON-PROFIT ORGANIZATION MANAGEMENT LIABILITY POLICY PRIVATE COMPANY MANAGEMENT LIABILITY POLICY SECTION IV. — EXCLUSIONS, 2. of the Common Policy Terms and Conditions Coverage Section is deleted in its entirety. c� .2 2 0 0 U) a 0 0. U) 0 N N LO 4i c� Policy No.: Effective: RSG 202250 0118 7s Packet Pg. 3272 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. 2 FLORIDA CHANGES - CANCELLATION AND NONRENEWAL CL This endorsement modifies insurance provided under the following: CL NON-PROFIT ORGANIZATION MANAGEMENT LIABILITY POLICY PRIVATE COMPANY MANAGEMENT LIABILITY POLICY SECTION V. — CONDITIONS, F. Cancellation; Renewal Provision of the Common Policy Terms and Conditions Coverage Section is deleted and replaced by the following: F. Cancellation; Renewal Provision The Insured Organization may cancel this policy at any time by written notice or by surrender of this policy to the Insurer at its address shown on the Declarations Page. This policy may only be cancelled by or on behalf of the Insurer in the event the Insured Organization fails to pay any premium when due. In the event of non-payment of premium by the Insured Organization, the Insurer may cancel this policy upon ten (10) days written notice accompanied by the specific reason for cancellation. The Insurer will mail notice to the Insured Organization's address as shown in Item 1. of the Declarations Page. The mailing of such notice as aforesaid shall be sufficient proof of notice. If the Insured Organization cancels this policy, the refund may be less than pro rata. The Insurer shall not be required to renew this policy upon its expiration. The offer by the Insurer of renewal ®a terms, conditions, Limit of Liability and/or premiums varying from those of the expiring policy shall not 2 constitute a refusal to renew. Nonrenewal 1. If the Insurer decides not to renew this policy, the Insurer will mail or deliver to the Insured 2 Organization written notice of nonrenewal, accompanied by the specific reason for nonrenewal, at least forty-five (45) days prior to the expiration of this policy. 2. Any notice of nonrenewal will be mailed or delivered to the Insured Organization's last mailing address CL known to the Insurer. If notice is mailed, proof of mailing will be sufficient proof of notice. All other terms and conditions of this policy remain unchanged. 0 U) a 0 0. U) 0 N N LO c� Policy No.: Effective: RSG 203009 0118 79 Packet Pg. 3273 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. 2 FLORIDA CHANGES - MARITAL ESTATE CL This endorsement modifies insurance provided under the following: CL NON-PROFIT ORGANIZATION MANAGEMENT LIABILITY POLICY PRIVATE COMPANY MANAGEMENT LIABILITY POLICY SECTION II. — COVERAGE EXTENSIONS, A. Marital Estate of the Common Policy Terms and Conditions Coverage Section is deleted in its entirety and replaced with the following: A. Marital Estate This policy shall cover Loss arising from any Claim made against the lawful spouse or any legally recognized "domestic partner" of an Insured Person for Claims arising solely out of his or her status as the spouse or "domestic partner" of an Insured Person (where such status is derived by reason of statutory law or common law) where such Insured Person is entitled to coverage under this policy. Such coverage shall extend to any Claim in which a recovery is sought from marital community property, property jointly held by the Insured Person and the spouse or domestic partner, or property transferred from the Insured Person to the spouse or domestic partner. Provided, however, that this COVERAGE EXTENSION shall not extend coverage to any Claim for, arising from, based upon or attributable to any actual or alleged Wrongful Act of the spouse or"domestic partner". "Domestic Partner' means any natural person qualifying as a domestic partner under the provisions of any applicable federal, state or local law. .2 All other terms and conditions of this policy remain unchanged. 2 0 0 U) a 0 0. U) 0 N N LO 4i c� Policy No.: Effective: RSG 202152 0118 so Packet Pg. 3274 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. 2 FLORIDA CHANGES - MERGER, CONSOLIDATION OR CL ACQUISITION CL L_ This endorsement modifies insurance provided under the following: NON-PROFIT ORGANIZATION MANAGEMENT LIABILITY POLICY PRIVATE COMPANY MANAGEMENT LIABILITY POLICY SECTION V. — CONDITIONS, G. Merger, Consolidation or Acquisition of the Common Policy Terms and Conditions Coverage Section is deleted and replaced by the following: G. Merger, Consolidation or Acquisition 1. If, after this policy's inception date, the Insured Organization creates or acquires a Subsidiary whose , assets do not exceed twenty five percent (25%) of the total consolidated assets of the Insured Organization, not including the assets of the created or acquired Subsidiary, such Subsidiary shall be deemed to qualify as an Insured Organization, but solely for a Wrongful Act that takes place on or after the effective date of such creation or acquisition. 2. If, after this policy's inception date, the Insured Organization creates or acquires a Subsidiary whose assets exceed twenty five percent (25%) of the total consolidated assets of the Insured Organization, not including the assets of the created or acquired Subsidiary, such Subsidiary shall be deemed to 2 qualify as an Insured Organization, but solely for a Wrongful Act that takes place within the first ninety U) (90) days after the date of such creation or acquisition. After this ninety (90) day period, the created or 76 acquired Subsidiary shall no longer be deemed an Insured Organization, unless: a. Written notice of the Subsidiary's creation or acquisition has been provided to the Insurer by the U Insured Organization, as soon as practicable, and in no event later than ninety (90) days after the date of the creation or acquisition; b. The Insured Organization has provided the Insurer with any additional information the Insurer may request; CL c. The Insured Organization has agreed to the terms, conditions, exclusions and additional premium charge as may be required by the Insurer; and d. The Insurer, at its sole discretion, has agreed in writing to extend the coverage of this policy to the created or acquired Subsidiary. 0 0 3. If during the Policy Period: a. The Insured Organization shall consolidate with or merge into, or sell all or substantially all of its CL assets to any other person or entity or group of persons or entities acting in concert; or b. Any person or entity or group of persons or entities acting in concert shall acquire an amount of more CL than fifty percent (50%) of the voting power for the election of directors of the Insured Organization; 0- (either of the above events in 3. a. or b. are hereunder referred to as the "Transaction"), then this policy shall continue in full force and effect for any Wrongful Act occurring prior to the effective time of the Transaction, but there shall be no coverage afforded by any provision of this policy for any actual or alleged Wrongful Act occurring after the effective time of the Transaction. , The Insured Organization shall give the Insurer written notice of the Transaction as soon as practicable, but not later than thirty (30) days after the effective date of the Transaction. LO 4i All other terms and conditions of this policy remain unchanged. c� Policy No.: Effective: RSG 202268 0118 81 Packet Pg. 3275 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. 2 FLORIDA CHANGES - NO ACTION AGAINST INSURER CL This endorsement modifies insurance provided under the following: CL NON-PROFIT ORGANIZATION MANAGEMENT LIABILITY POLICY PRIVATE COMPANY MANAGEMENT LIABILITY POLICY SECTION V. — CONDITIONS, I. No Action Against Insurer of the Common Policy Terms and Conditions Coverage Section is deleted in its entirety and replaced with the following: I. No Action Against Insurer No action may be taken against the Insurer unless there has been full compliance with all of the terms and conditions of this policy and until the amount of any Insured's obligation to pay Loss has been finally determined either by judgment against such Insured after adjudicatory proceedings, or by written agreement of the Insured, the claimant and the Insurer. No Insured has an right under this policy to join the Insurer as a art to an Claim against an Insured to Y 9 p Y J party Y 9 determine the liability of such Insured, nor shall the Insurer be impleaded by an Insured or his, her or its legal representative in any such Claim. All other terms and conditions of this policy remain unchanged. 2 .2 2 0 0 U) a 0 0. U) 0 N N LO 4i c� Policy No.: Effective: RSG 202278 0121 82 Packet Pg. 3276 P.8.a IMPORTANT NOTICE IMPORTANT INFORMATION TO FLORIDA POLICYHOLDERS 0 KEEP THIS NOTICE WITH YOUR INSURANCE PAPERS QUESTIONS ABOUT YOUR INSURANCE? - If you have any inquiries, need to obtain coverage information or need assistance in resolving complaints, please do not hesitate to contact your insurance company or agent. FOR COMMERCIAL INSURANCE CONTACT: RSUI Group, Inc. 945 East Paces Ferry Road Suite 1800 Atlanta, GA 30326 Call Collect (404) 231-2366 .2 2 0 0 U) a 0 0. U) 0 N N LO c� RSG 99003 0803 83 Packet Pg. 3277 P.8.a IMPORTANT NOTICE FLORIDA SURPLUS LINES DISCLOSURE NOTICE THIS INSURANCE IS ISSUED PURSUANT TO THE FLORIDA SURPLUS LINES LAW. PERSONS INSURED BY SURPLUS LINES CARRIERS DO NOT HAVE THE PROTECTION OF THE FLORIDA INSURANCE GUARANTY ACT TO THE EXTENT OF ANY RIGHT OF RECOVERY FOR THE OBLIGATION OF AN INSOLVENT UNLICENSED INSURER. c� U) .2 2 0 U) a 0 0. U) CN CN u RSG 99064 0106 84 Packet Pg. 3278 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. 2 FLORIDA - CHANGES- PUNITIVE DAMAGES CL This endorsement modifies insurance provided under the following: CL NON-PROFIT ORGANIZATION MANAGEMENT LIABILITY POLICY PRIVATE COMPANY MANAGEMENT LIABILITY POLICY The last paragraph of DEFINITIONS, Loss in the Directors and Officers Liability Coverage Section and Employment Practices Liability Coverage Section is amended to read as follows: The DEFINITION of Loss shall include: 1) vicarious liability for punitive or exemplary damages incurred by the Insured, but only to the extent that this policy is construed by a court of competent jurisdiction, or an arbitration panel, pursuant to Florida law, and the multiplied portion of any multiplied damage award, if and where insurable; or 2) punitive or exemplary damages, but only to the extent: a. such damages are insurable under the law of any jurisdiction other than Florida that has a substantial relationship to the Insured, the Claim, the Insurer, or this policy and is most favorable to the insurability of such damages; and b. that this policy is construed by a court of competent jurisdiction, or an arbitration panel, pursuant to the laws of any jurisdiction other than Florida. J All other terms and conditions of this policy remain unchanged. .2 2 0 0 U) a 0 0. U) 0 N N LO 4i c� Policy No.: Effective: RSG 202061 0118 85 Packet Pg. 3279 P.8.a Online Human Resource Loss Prevention Services for Directors and Officers Liability Policyholders eatures • Best Practice Help Line for call-in assistance • Checklist database for lowering risk • Links to important federal and state government sites • Online library with up-to-date articles on productivity, leadership and loss prevention • Sample Human Resource policies and forms • Online reporting function allows the Site Administrator to monitor usage • Online training modules designed for managers and supervisors with the ability to adapt programs to meet their own needs. Best Practice training modules include: - Preventing Sexual Harassment - Preventing Discrimination - Preventing Wrongful Termination 2 - Promoting Ethical Behavior How to get s arted CL 1. Designate a person to serve as the Site Administrator for your organization. 2. Go to www.RSUlextra.com. 3. Click the Register link on the left-hand side of the home page. 4. Enter your RSUI policy number as the Passcode/Organization Code (i.e. NHP123456). 0 5. Complete the Registration Information and click Submit. 6. You are now registered as the Site Administrator. Who is a Site Administrator? A Site Administrator is often a person who works with personnel or legal matters and is the person who will oversee the use of www.RSUlextra.com. A Site Administrator will have the ability to recruit and add other users as well as make training decisions. N LO Please call The McCalmon Group at (888) 712-7667 or click CONTACT US at www.RSUlextra.com on the upper right hand side of the home page. You will be directed to The McCalmon Group for assistance. This site is administered by The McCalmon Group. RSG 204154 0716 86 Packet Pg. 3280 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. 2 SERVICE OF SUIT CL This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS In the event of the failure of the Insurer to pay any amount claimed to be due hereunder, the Insurer, at the request of the Insured, will submit to the jurisdiction of any court of competent jurisdiction within the United States. Nothing in this condition constitutes or should be understood to constitute a waiver of the Insurer's rights to commence an action in any Court of competent jurisdiction in the United States, to remove an action to a United States District Court or seek a transfer of a case to another Court as permitted by the laws of the United States or of any state in the United States, moreover, this endorsement is not an agreement that the law of a particular jurisdiction applies to any dispute under the policy. Service of process in such suit may be made upon the highest one in authority bearing the title "Commissioner", "Director" or "Superintendent" of Insurance of the state or commonwealth wherein the Insured Organization named in Item 1. of the Declarations Page of this policy is located, and that in any suit instituted against it based upon this contract the Insurer will abide by the final decision of such court or any appellate court in the event of an appeal. The one in authority bearing the title "Commissioner", "Director" or "Superintendent" of Insurance of the state or commonwealth wherein the Insured Organization named in Item 1. of the Declarations Page of this policy is located, is hereby authorized and directed to accept service of process on behalf of the Insurer in any such suit and/or upon the Insured's request to give a written undertaking to the Insured that they will enter a 12 general appearance upon the Insurer's behalf in the event such a suit shall be instituted. 2 All other terms and conditions of this policy remain unchanged. .2 2 0 CL 0 U) a 0 CL U) CL 0 N N LO 4i c� Policy No.: Effective: RSG 204108 0118 87 Packet Pg. 3281 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. 2 SUBLIMIT-DEFENSE EXPENSES - WAGE AND HOUR CLAIMS CL This endorsement modifies insurance provided under the following: CL NON-PROFIT ORGANIZATION MANAGEMENT LIABILITY POLICY PRIVATE COMPANY MANAGEMENT LIABILITY POLICY The following is added to SECTION II. — COVERAGE EXTENSIONS, of the Employment Practices Liability Coverage Section: The amount set forth in Item 4. of the Common Policy Declarations Page shall be the maximum aggregate Limit of Liability for all Loss under this policy. Subject to the foregoing, this Policy shall allow up to $ solely for Defense Expenses in connection with Claims made against any Insured for violation of the Fair Labor _ Standards Act or any similar state or local law or regulation specifically governing the payment of wages or hours worked ("Wage and Hour Claim"). This sublimit shall be part of and not in addition to the amount set forth in Item 2.A. of the Employment Practices Liability Declarations Page, and shall not act to create coverage for any form of relief sought or available in any Wage and Hour Claim. A Retention in the amount of$ shall apply to any Wage and Hour Claim. Such Retention shall be borne by the Insured, and the Insurer shall only be liable for the amount of Defense Expenses in excess of the above stated Retention amount. Notwithstanding anything contained in this endorsement to the contrary, however, solely where coverage for any Claim is triggered as "Side A", or non-indemnifiable or non-indemnified Loss in keeping with Policy terms and 2 conditions, the Retention normally applicable in such situations shall apply to such Claim, and the Retention stated here shall not apply. All other terms and conditions of this policy remain unchanged. 2 0 0 U) a 0 0. U) 0 N N LO 4i c� Policy No.: Effective: RSG 204153 0118 ss Packet Pg. 3282 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. 2 SUBLIMIT - DEFENSE OF NON-MONETARY DAMAGES CL This endorsement modifies insurance provided under the following: CL NON-PROFIT ORGANIZATION MANAGEMENT LIABILITY POLICY PRIVATE COMPANY MANAGEMENT LIABILITY POLICY The following is added to SECTION II. — COVERAGE EXTENSIONS, of the Common Policy Terms and Conditions Coverage Section: With respect to a Claim, solely seeking relief or redress in any form other than monetary damages, this policy shall pay Defense Expenses up to a maximum amount of$ per Claim and $ in the aggregate for the Policy Period. A Retention amount of$ shall be borne by the Insured, and the Insurer shall only be _ liable for the amount of Defense Expenses which are in excess of the above stated Retention amount. Notwithstanding anything contained in this endorsement to the contrary, however, solely where coverage for any Claim is triggered as "Side A", or non-indemnifiable or non-indemnified Loss in keeping with Policy terms and conditions, the Retention normally applicable in such situations shall apply to such Claim, and the Retention stated here shall not apply. Other than as set forth above, there shall be no coverage afforded under this policy for Loss in connection with any Claim seeking relief or redress in any form other than monetary damages. This sublimit shall be one sublimit only, regardless of the number of Coverage Sections purchased by any or all Insureds, and shall be part of and not in addition to the amount set forth in Item 4. of the Common Policy Declarations Page. 2 2 All other terms and conditions of this policy remain unchanged. 2 2 0 0 U) a 0 0. U) 0 N N LO 4i c� Policy No.: Effective: RSG 204113 0118 89 Packet Pg. 3283 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. 2 THREE (3) YEAR BILATERAL EXTENDED REPORTING PERIOD CL This endorsement modifies insurance provided under the following: CL NON-PROFIT ORGANIZATION MANAGEMENT LIABILITY POLICY PRIVATE COMPANY MANAGEMENT LIABILITY POLICY SECTION II. — COVERAGE EXTENSIONS, B. Extended Reporting Period of the Common Policy Terms and Conditions Coverage Section is deleted and replaced with the following: If the Insurer shall refuse to renew this policy or the Insured Organization shall cancel or refuse to renew this policy, the Insured Organization shall have the right, upon payment of percent (_%) of the Full Annual Premium, to a period of three hundred and sixty five (365) days following the effective date of such cancellation or non-renewal (herein referred to as the "Extended Reporting Period") in which to give written notice to the Insurer of any Claim first made against the Insured during said three hundred and sixty five (365) day period for any Wrongful Act occurring prior to the end of the Policy Period and otherwise covered by this policy. As used herein, "Full Annual Premium" means the premium stated in Item 5. of the Common Policy Declarations Page and any additional premium(s) charged during the Policy Period. Alternatively, the Insured Organization shall have the right to elect an Extended Reporting Period greater than the three hundred and sixty five (365) Days referenced above. The following alternative Extended Reporting Period options are as follows: Extended Reporting Period Additional Premium 2 2 2 Years % of Full Annual Premium 2 3 Years % of Full Annual Premium 2 The rights contained in this clause shall terminate unless written notice of such election together with the additional premium due is received by the Insurer at the address shown on the Declarations Page within ( ) days of the effective date of cancellation or non-renewal. 0 The Extended Reporting Period is not cancelable and the additional premium charged shall be fully earned at the inception of the Extended Reporting Period. The Limit of Liability available under the Extended Reporting Period is part of and not in addition to the Limit of Liability stated in Item 4. of the Declarations Page. The rights contained in this clause shall not apply in the event of cancellation resulting from non-payment of 0 premium. U) a All other terms and conditions of this policy remain unchanged. 0. U) 0 N N LO 4i c� Policy No.: Effective: RSG 207002 0118 90 Packet Pg. 3284 P.8.a This Endorsement Changes The Policy. Please Read It Carefully. 2 VENDOR LIABILITY COVERAGE CL This endorsement modifies insurance provided under the following: CL NON-PROFIT ORGANIZATION MANAGEMENT LIABILITY POLICY A. The following is added to SECTION II. — COVERAGE EXTENSIONS, of the Directors and Officers Liability Coverage Section and the Employment Practices Liability Coverage Section: The Insurer shall pay for Loss arising out of or in connection with any Claim made against any Insured alleging, arising out of, based upon or attributable to any Vendor Discrimination and/or Vendor Sexual Harassment. B. SECTION III. — DEFINITIONS, of the Directors and Officers Liability Coverage Section and Employment Practices Liability Coverage Section is amended by adding the following with respect to coverage provided by this endorsement: 1. Vendor shall mean a natural person, solely in their capacity as one who is invited to enter into and remain on any premises owned or operated by the Insured Organization for a purpose directly or indirectly connected with the business or commercial dealings therein. Vendor shall not include, under any circumstances, a trespasser or any other person who enters any premises of the Insured Organization without its knowledge or permission or any Employee or customer of any Insured. 2 2. Vendor Discrimination means any discrimination by an Insured in his or her capacity as such against a Vendor based on such Vendor's race, color, creed, religion, age, gender, national origin, sexual orientation or preference, disability, pregnancy or other protected status that is protected pursuant to any .2 applicable federal, state or local statute or ordinance. 3. Vendor Sexual Harassment means unwelcome sexual advances, requests for sexual favors, or other .2 verbal, visual or physical conduct of a sexual nature that is made by an Insured to a Vendor. C. A Retention in the amount of$ shall apply to Loss arising from any Vendor Discrimination or Vendor Sexual Harassment. Such Retention shall be borne by the Insured, and the Insurer shall only be liable for the amount of Loss which is in excess of the above stated Retention amount. Notwithstanding anything contained in this endorsement to the contrary, however, solely where coverage for any Claim is triggered as "Side A", or non-indemnifiable or non-indemnified Loss in keeping with Policy terms and conditions, the Retention normally applicable in such situations shall apply to such Claim, and the 0 Retention stated here shall not apply. 0 All other terms and conditions of this policy remain unchanged. 0. U) 0 N N LO 4i c� Policy No.: Effective: RSG 214051 0118 91 Packet Pg. 3285 P.8.a Tab 4: Required County Forms & Licenses 2 Proposer shall complete and execute the forms specified below and included as attachments to this RFP as well as providing copies of all business licenses and receipts for business tax and shall include them within their � proposals. CL The required County forms and licenses are listed below and attached hereto to this proposal. Acknowledgment of Addenda Lobbying &Conflict of Interest Clause 10, Non-Collusion Affidavit ®a 01 Drug Free Workplace Form Public Entity Crime Statement 01 Insurance Agency License Business Tax Receipt 2 .2 2 0 CL CL U) C 0 CL U) CL 0 C14 c14 LO c� 92 Packet Pg. 3286 (L 1� 0 CL w z SECTION FIVE .2 0 REQUIRED COUNTY FORMS AND LICENSES .2 u- w 0 U) r. 0 0. U) Lo a E .a u 93 Packet Pg. 3287 RESPOND TC: MONROE COUNTY BOARD F COUNTY COMMISSIONERS II knowledge receipt of Addenda No. (s) 0117, 21022 ................. II have included: w Lobbying and Conflict of Were Clause • Non-Coillusion Affidavft X Drug Free! Workplace Form X PUbfic, Entity, Crime Statement ..X Local Preference Form (if applicable) R.— z In addition, I have included a current copy of the following professional license$ and business tax receipts: Fhe above listed forn,is, the agerr,'y ifISLIrarlCe lim.nse and bushes tax receipt are attachad hereto,to this,response in Tab 3: 70—q—wr—effz—ou—nt�- use (Check mark ftenis above, as reminder that they are included) Malling Address., 3500 Kyoto Gardens Drive Telephone, tWj� Z E5.�] ta'M244-3696, Parr Beach Gardens Fax ,Ja§1 26-6970 .2 Horida 33410 Date: May 4, 2022 0 .2 Signe RS, nsuran e ralk age, Inc., including di ncnn r roup Kurt N. Gehring, Managing Director& Nationall Practice 0 CL Leader, Pubk Entities Vri7rted Name, Title CL U- w ....... 4, 202�— ...................................................................................................... 0 Date U) a 0 STATE OF- FLORIDA CL .......... U) COUNTY OF: w CL Subscribed and sworn to (or affirmed) before me on —Mav 4, 2022 0 data by _Kurt N. Gehring (name of afflant). He/gWs personahy known to, nee or has produced, ersqLng[ 0 (type of Id ,as Wenfification, .......... W'd V106MAJI, 0 Valehe Jean Eriti,094e`r NOTARY PUBLIC CN CN niission Expiires,- March 21, 2025 TX�IRF��,NOxcli 21,2�,2,; My Corni LO E 27of 32 94 Packet Pg. 3288 LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 0 MONROE COUNTY, FLORIDA W ETHICS CLAUSE I Insurance Brokerage, Inc., 111CIUdinLits q:�yis ion,.Gehring Group z "...warrants that he/it has not employed, retained or otherwise hadl act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section, 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or,consideration plaid to the former County officer or employee." IRSC, Insurarl r ker,a in idinq -j V) i jo , eh Gr ,j @ Kurt N. Gehring, Managing Director& National Practice . t�tleXA Leader, Public, Entities 3 Byg wPrinted Narise, Title 0 .2 day-A 9022 CL Date 0 CL STATE OF: rLORIDA PALM 13EACH CL COUNTY OF� U. 0 Subscribed and sworn to (or affirmed) before me on May 4,2022 0 (date) by Autt.,N 0 ................ (name of affiani)" 'He/She is personally known to me or has produced known CL ............. (type of V) identification) as identification, 11 0WIV V111110411AAl Owl"o""Ro vl CL 0 V A 1,F,,A f Eft I . N E N S rN G ER 4 NlY COMNOSSION#11H 103629 4m ql� (, IIREX' Kilareh2l,2025 0"o Vald'r'ie Jean nsinger NOTARY PUBLIC My Commission C14 C14 Expires- March 21,2025, Q LO Q E 28 of 32 95 Packet Pg. 3289 NON-COLLUSION AFFIDAVIT KLgrt N, Gehring of the city of Palm Beach Garldens, Flunda according to law on my 0 CL oath, and under penalty of perjury, depose and as that aM m4a illq..erector and National Practice Leader-I'Liblic FWiltie,5 cif the firm of W RK Inswance Brok�araqe, lIIC, including vis diy�sior mi�q the bidder making the Proposal for the project desc6bed in the Request for Proposals, for Airport PUbfic Offs al&Liability InsurarfrIe and that I executed the said proposal with full .............. authohty to do so; 2. The prices in this bid have been arrived at independently,without colIlusion, consultation, < Communication or agreerneint for the purpose of restricting competition, as to, any matter relatingto 9 U_ such prices width any other bidder or with any competitor, I Unless otherwise required by llaw, the prices which have been quoted in this bid have not been knowingly clisclosed by the bidder and will not knowingly be disclosed" by the bidder prior to bid' opening, directly or indirectly, to any other bidder or to any competitor; U) 4. No attempt has, been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the porpose of restricting competitiow and 5. The statements, contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. .2 0 RIS� III,- 1rICq ukeragQ IFIC., Ou g U R$ sk ir 4xup Kurt N.. Gehring, loan aging(),irertor National Prartict Leader, PLIblic E-n-tities r 55� (L ............ By: i nature Printed Name, Title CL -lAay 4_Z22 Date CL U_ W 0 STATE, OF- FLORDA U) C PAL,M BEACH 0 COUNTY OF: CL Subscribed and sworn to or affirmed) before, me on May 4,202!2 CL (date) by l Lt!j.n Gehring 0 ........ (nairne of affiant), HeAgh&is personially known to me, or has produced purm 2�y Own ....... (twel�of identification) as identification. ,X J Valerie Jean En irlqer 2 21 D2 S NOTAR yr PUBLIC CN CN UI) My Commission Q Expires: ,March 21,2025 E 29 o,r32 96 Packet Pg. 3290 DRUG.-FREE WORKPLACE FORM The undersigned vendor in accordance, wilth FTodd Statute 287.087 hereby certifies, that: 0 CL (Name of Business) HSC lr18UrAnreBr2keT22_-jno, in huff its division, SehHM Group W 1, Publishes a statement nutifying employees that the unlawful manufaCtUre, distributi,on, dispensing possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will 2 he taken against employees forviUlafions of such prohibition. Informs, employees about the dangers of drug abuse In 'the workplace, the business' policy of maintaining a drug-free workplace, any availarblo drug COUnseIing, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon, employees for drug abuse violations- z 3. Gives each employee engaged in providing the co,miraodities or contractual services that are under bid ,a o o py of the s tato me n,t specified in subsection 4. In the staternent specified in subsection (1), noffies,the employees that, as a conciftion of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the, staternent and will notify the, employer of any c;onviicfio,n of, or ppea of guilty or inolo oontendere to, any violation U) of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any stale, for a 'violation occurring in the workplace no later than five (5) days after such conviction, 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation Iprograrrm if such is available in the employee's, community, or any employee who is so convicted, 6, Makes a good faith effort to confinue to, rnalintain a drug-free workplace through implementation of this section. .3 0 As the person a thofted to sign me statement, l certify that this firm compl hes fully with the, above r U' its eq �r 37 Rz� 8 >eg B 'ge 11 1 g Its divisioll, 13(chriling Grolup Kurt.N. Gehflng, Managing Direvctor and National Prad��ce Leader-PUb CL I w8aj� Entities ................ ......... 0 .................. CL Printed Name, TiLle U_ Date W 0 STATE OF: FILOROA U) PALM BEACH COUNIT F: .......................... Subscribed and sworn to (or affirmed) before me on ga CL ...__(date) by K L r, N 0, _111�............ .mm............. (name of afflant), HeRibe is, personally known to me or has produced (type ofidentjfication) as identification 0, 0 �A Y iu,W,66219 4 2 1 11,11,,,Vqg,E�;, qp%f,,zh 21,20,�5 Valerie Jean Frs�0�� C14 1*100 J, NOTARY PUBUt C14 My Comim ssion LO Expires„ _Mxs,_V_�Q2,E........................ Q E 30 ol 32 97 Packet Pg. 3291 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted' vendor list following a conviction for public entity crime may riot submit a bid on a contract to provide any goods or services to a pub4c entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not SUbmit bids one leases of real property to pUblic entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of months from the date of being placed on the convicted vendor list," RX rn%tffanee z I have read the above and state that neither unduding its divjsion, !� (Respondent's name) nor a: any Affiliate has been placed an the convicted vendor list with,ln the last 36 months, Kurt N.Gehfing, Mann9mg Director and I-ender. Paoic U) Entities I g 1'a Printed Name, Title Wy 4,2022 Date .2 t1-- 0 STATE OFr F L.0 R]DA .2 PAILM BEACH CL COUNTY 01F CL Subscribad and sworn to (or affirmed) before me on j,,.m y -0 --2 _ ., ? 2.. (date) by Kurt V Geliorq iant), 1-10W is personally known to me or_(name of aff CL has produced ......... (type of identification) as identification V/ U) r Valerie Jean E'nsin, NOTARY PUBLIC U) My Commission E xp i res: Ma rth 21, 2G2 5 0 0 0 CN CN LO Q E 31 4 32 98 Packet Pg. 3292 �insuirance Agency IlL,iceiinse 0 I)LIVAIJ MENTof A FINANCjt�j S CL N ER D VIVO RSA,"INSURANCE BROKERAGE' IN( DBA RISK w STRATEGIES COMPANY M IN FEDERAL STREET FL 4 BOSTON MA 02110 Agency License Number L044634 z Locafion Number.166368 (D L) C Issued Oil O 3)05)1 2013 U) PiiN-u.qtitTo Section 62604'-?B� Florida Statutes,This Agency Location Shall Be In The Active Full-Time ChargeOfALicensedAtidAppoiiiieclAgeiit Holding The RequiredAgent Licenses To 2 Trinsict The Lines Of Insurance Being Handled At This Location Pursuant To Subsection 626 17'2(4) Flmda Statutes,Each Agency Location?,limt Disl3lay Tile License 2 PrDininently In A Manner That Makes It ClearIv Visible To Any Customer Or Potential Customer 1XIo Enters,Tile Agency Location. 0 Suninv PaTromis CL ChidFi—ml offi,- tf 0 CL CL U- w 0 (D U) C 0 CL U) (D w CL :3 0 CD (D C14 C14 V CD Ln C (D E Nb 99 Packet Pg. 3293 Bushness Tax Receipt f,rTZ22,I t35 AM if IDPW� CL 10 A iq iw r %1, (n a,,j n�(),vrM C��twic"ff-Mir jaf"&ft� bdm NiTU1114w1w lo'WitANA011i Sew.' ing F&ITh SrW..Ih Czix4 0 """.h vmnBN PID,S�x 3351 CL dost 7-26m sev'r,FlIM32.33 51 ;wr- 1,21 Vilevo M .. ........... ....................... M R P'i!llrkf6heP Idl4rd rypi:h RAW < Activi, z Ma"ili'ffq Apldoes& Uw.aiion Aldvii RSC RISUIPANCE ERGKEIRAGE INC DEA RISK 57P.MECIEES CIDMPARY tl 14,41)DREECHODEE ICY VO 21M (D I I 44D OKEECHOBEE BLVD"_DATE 210 2, RDAYL PALM BEACB, FL 334 I L) R4DY'All RIF,,F,,rAr.l-,i F L 3 3,11 M U) RS(r PASURANIDE,BROKERAGE I RE.Y)BA PEI( 21)22 CX)Mgh NY a v"Yea r RISK STRATEGIESCOMITANY 21'3191 L62Sfi, olI I! I I --—------------- i k Status ...JR. . ..................... U) 'Cell M RAIN,CE CY I I'U A �s 044'u C-i",Esswed� rhirliber tA 15 a E 039 3. L) REHQUIRED SUBMAI CUR RENT VAL I.D O.DPI"C)F IiFIS SWE CERIHICA711.7B1,LICENSE, OR E7NEIMP7,ION I CL FOR RENEWAL. 0 CL D','e Cel". M Yea, Nx� penally"Fee I�Aellest E�ue < B.4131724)73 2022 SGAICII o.oo $n ao" CL *G"Ga U- (D BW Y&r :ilr BRI 11"furnillbey Ieipt Nufabell APIQuA,P2,,id UwSt PBk?Blof U) r_ 2022 �B-Wt,72073 B21.5,Bggll Insuriance Brokk,.�.irag'e Inic 0 CL U) (D w CL :3 0 CID (D C14 C14 v CD Ln CD (D E Nb 100 Packet Pg. 3294 ( - ZZOZ lemouea eouejnsul Apl!qerl slemillo oil n odj' ) y uogei n I :4u9wgo Lo a w 00 M G. d J4 U N RS S G. 4- 4- 0 O Q w 0 4 U N � W Z s -� Q ° 0 N ~ L � a vZ Z UJ C) J � W '� -2 Co UJ iZi � _ � � QcnQ J w o � Zplb- 0C) 0 uj a m Q LL O O cn Co = H V W -a -a O W o Q a 0 rn o ap � } Z I— u - a 0 U o I— Q" o > 0 z N W o Q 0 (D L q o z J a z (D L o_ s L to S O Q � O N CL } V h CL O J 4— N 4- L Co } y_ O } O U LL N � O Q L � N O ouejnsul Apl!qerl slemillo oilqnd social ) a -1 uogepuawwooea slemillo oilqnd 4jodmV :4u9wqoe44Vto U � 00 M G. 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Q� 4O U � O G. r� O co o co L Uj O � Co N c a� o o C O p u > •c m o ^t� m cn Co c Q S co Q., � N E m co � N o .- QE .E ' U ct ° Q v '> O u co y co � a) — O O o IL a c > -0 o o � m o cn L ('�{ c 0 o W U coop �t c c Ems W 7� i � � E Y 'Ecu Co co cu U N V cu E J ct E > N o0m ct U Q ovQ c o O � E u o 'm u � 7 � � ct ' � ° ct �:5 P.8.d SCORE SHEET FOR RFP C14 Airport Public Officials Liability Insurance c� 11-May-22 � RFQ Selection Committee Member Score Sheet N Committee Member: Richard Strickland Indian Scaring Criteria Point Range Harbor Landmark 1.Terms and conditions of coverages being 0 to 35 35 30 proposed � 2.Financial stability of insurers being proposed 0 to 15 15 15 12 3.Experience of proposing agent with 2 governmental entities with emphasis 0 to 15 15 15 c� placed on experience with airport .2 operations CL 4.Price 0 to 35 35 20 C' S.County Forms:Response form,Lobbying& conflict of Interest,Non-collusion,Drug-free Workplace.Respondent's Insurance 0 to 0 0 0 0 Indemnification Stmt,Insurance Agent's Stmt. Total Score(out of max. 100 points): 100 100 80 0 RANK 1 2 0 Signed: ua° E 5.12.2022 0 CL CL E Packet Pg. 3298 P.8.d SCORE SHEET FOR RFP Airport Public Officials Liability Insurance N 11-May-22 N RFQ Selection Committee Member Score Sheet N c� N 76 Committee Member: Brian Bradley Indian Scoring Criteria Point Range Harbor Landmark CU 1.Terms and conditions of coverages being 0 to 35 35 30 proposed 2. Financial stability of insurers being 0 to 15 15 15 proposed 3. Experience of proposing agent with cs governmental entities with emphasis 0 to 15 15 15 0 placed on experience with airport 2 operations CL 4. Price 0 to 35 30 10 CL S.County Forms:Response form,Lobbying& conflict of Interest, Non-collusion, Drug-free 0 to 0 0 0 0 Workplace.Respondent's Insurance Indemnification Stmt, Insurance Agent's Stmt. Total Score(out of max. 100 points): 100 95 70 0 RANK 1 2 cis Signed: ftu E 2 u2 CL 0yip CL p� W E Packet Pg. 3299 P.8.d 0 0 0 0 0 o a cN`� cN CN o cN cN 0 0 0 0 0 0 0 0 c� 0 0 0 0 0 C M z o o W Z Q Q 0 O O 0 a � W W cs 0 0 c2 0 0 0 0 0 CL CL M � N 10 Ln E o v v LA o C di Ln c iA eco Ln LnO O Ln m R u _ 5 N d d — 0p � 881 — E Ln Ln Ln Ln p � N ¢ rl O O J N c O ip+ +p+ M ip+ ap+ U) W �+ M y a O O O O O S u l $+ Y O E c fi W E s 8 E 0 u O of „ CL o. u °� E S c 40 L �c o a d a �= n o O m E �W (AR t' = C a C aao U C d e a a E p m a "" p y ppp 0. O N C 3 v a �0 w — C mCL C y+ O +L_' �_ = u uo N H 0,i •O w •3: FL p u bCL GI O G a p 0 Z G o H a 14 v fp O a7 E 4� G7 o j CC d d N U. ai u u C E o p � o „ s= eo E a m H IL .p - v E a E .a t a s C Q x a 0 � � O i '� y � O H q ii O W 7 10 d a V C p 'a w u° n ri $. N a m w c. o ui ko gyp, Packet Pg. 3300 ZZOZ lemouea eouejnsul Apl!qerl slemillo oilqnd social ) ajooS I O sl l�l oil r� a0dm :4u9wgo T � o 00 M O 0- d Y O O O O O O R G. 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