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Home My WebLink AboutItem P02 P2 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor James K.Scholl,District 3 The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2 Craig Cates,District 1 David Rice,District 4 Holly Merrill Raschein,District 5 Board of County Commissioners Meeting April 16, 2025 Agenda Item Number: P2 2023-3822 BULK ITEM: No DEPARTMENT: Risk Management TIME APPROXIMATE: STAFF CONTACT: Gaelan Jones N/A AGENDA ITEM WORDING: Approval to purchase Professional Liability coverage for Air Flight Nurses and the Medical Examiner for a cost of$31,000. ITEM BACKGROUND: The County's Professional Liability policy for its Flight Nurses and Medical Examiner expires on May 1, 2025. The County is required to have this policy because its primary liability specifically excludes healthcare services rendered by nurses. The current policy is provided by Markel Insurance Company and has a per incident limit of$1,000,000, an annual aggregate of$3,000,000, and no deductible. Coverage is provided on a "Claims Made" basis with a retroactive date of 4/26/2007. The annual premium for the expiring policy is $29,272. Markel has agreed to renew the coverage with terms and conditions with the expiring policy for an annual premium of$31,000. This represents an increase of 5.9%. This is considered a reasonable increase under current market conditions. This renewal would extend coverage by an additional one- year term, beginning May 1, 2025 and expiring May 1, 2026. PREVIOUS RELEVANT BOCC ACTION: On April 17, 2024 BOCC approved to accept proposal for Professional Liability for Air Flight Nurses and Medical Examiner from Markel Insurance through agent Marsh. INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: N/A. STAFF RECOMMENDATION: Approval. 2470 DOCUMENTATION: Quote.pdf SpecimenPolicy.pdf FINANCIAL IMPACT: Effective Date: 5/1/25 Expiration Date: 4/30/26 Total dollar value of contract: $3 1,000 Budgeted: Yes 2471 IIIIII��iealltlhcaiiire II III III I I III quote im it II informadon Coverage: Specified Medical Professions Date 03/07/2025 Deal number 76- Proucer Marsh USA, LLC Attention Andrew Barakat From Jonathan Matteo Issuing company Evanston Insurance Company, a Surplus Lines Company Applicant Monroe Countyor of County Quote expiration Thirty ( 0) days, or if this is the issuing Commissioners company's renewal,the policy expiration 1111 12thStreet Ste 408 date Key West, FL- 33040-3005 Effective date 05/01/2025 Expiration date 0 /0 / 06 Commission 1 .00% QuoteIl li i Ii s and irli n ................ IIIIII.IIIIII.IIIIIII..................................II.II.II.II.II.II.II.II.II.II.II.II...................II.II.II.IIIIIIIIIIIIIIIIIIIIIIIIII.II.II......II.IIII. 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UUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUU�a� �� uli �UUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUU� Premium , Defenseutsi Limits Professional liability (claims made) Limits of liability Each claim , Aggregate $3,000,000 Each claim deductible 0 Retroactive date 0 / 6/ 007 Professional services Nurses Staffing Services for Helicopter Transport Additional coverages Sexual acts liability Each claim ,000,000 Aggregate $3,000,000 Deductible (each claim) 0 Retroactive date 0 / 6/ 007 Combinedi i liability Insuring agreements designated below by" "(®) share the combined r ate limit of liability. Markel Northeast Region,a divisionof Markel Service,Incorporated 310 Highway 35 South, Red Bank,NJ,07701 1 (732)224-0500 www.markelcorp.corn L. 2472 ...................................................................................................................................................-................................................................................................................................................................................ Combined aggregate limit of liability $3,000,000 Professional liability F1 General liability El None Coverage highlights Sexual Abuse Claims Expenses in Addition Premium for Extended Reporting Period I year(s) at 150% 12 year(s) at 175% 13 year(s) at 200% of the total premium. SubjectiVities Terms are subject to receipt, review and acceptance of the following, by an underwriter of Evanston Insurance Company, a Surplus Lines Company, prior to binding coverage. 1. Certificate of Insurance for Helicopter transport services 2. Markel Application Acceptance Supplement -fully completed, signed, and dated. 3. -Certificate of Insurance for Physicians or contracted providers at same limit or greater than $1M a - Confirmation they are not providing care to living patients. 4. 5 years currently valued loss runs for the medical examiner with V. Canditions 1. The broker is responsible for all surplus lines filings and taxes. 2. This quotation is subject to the underwriter's receipt, review, and acceptance of the contingencies requested above. The underwriter reserves the right to change any terms based upon review of the requested subjectivities. 3. The Billing Company will be Markel Service, Incorporated. 4. The terms and conditions of this indication/quote may differ materially from those requested in your submission. We will, upon request, provide sample policy forms for your review prior to binding. 5. This quotation is valid for thirty days from the original date of first quotation or until proposed effective date, whichever is earlier. Coverage forms and endarsements MJIL 1000 08 10 Signature Page MPIL 1006-FL 01 10 Florida Policy Holder Notice MPIL 1007 0120 Privacy Notice MPIL 1083 04 15 U.S. Treasury Department's Office Of Foreign Assets Control ("OFAC") Advisory Notice To Policyholders MDIL 100108 10 Forms Schedule MDSM 5013 02 20 Dec Spec Med Professions Insurance Policy MESM 5010 02 20 Spec Medical Professions Profes Liab Ins Cov Part MESM 5100 02 20 Common Policy Conditions MEIL 5200-25% 07 04 Minimum Earned Premium Endorsement MEIL 5229 09 10 Longer Duration Extended Report Period Availability MESM 200103 14 Amendment of Insured B -Addition of Physician Active Named Physician, Surgeon, Dentist or Podiatrist: Dr. Michael Steckbauer Active Named Physician, Surgeon, Dentist or Podiatrist Retroactive Date: 5/1/24 Departed Named Physician, Surgeon, Dentist or Podiatrist: NA Departed Named Physician, Surgeon, Dentist or Podiatrist Retroactive Date: NA Markel Northeast Region,a division of Markel Service,Incorporated 310 Highway 35 South, Red Bank,NJ,07701 1 (732)224-0500 www.rnarke1corp.corn 2 2473 MESM 2004 10 12 Claim Exp in Add to Each Claim Limit of Liab MESM 2074-FL 11 12 Consent to Settlement - Florida MESM 21440220 Sexual Acts Liability Scheduled Deductible And Retroactive Date MESM 21470520 Changes - Multiple Insureds, Claims And Claimants MESM 30291019 Exclusion - Correctional Medicine MESM 30410223 Exclusion — Cyber Incident MIL 1214 09 17 Trade or Economic Sanctions Markel Northeast Region,a division of Markel Service,Incorporated 310 Highway 35 South, Red Bank,NJ,07701 1 (732)224-0500 www.markelcorp.corn 3 2474 A STOCK COMPANY MARKEL INSURANCE POLICY Coverage afforded by this policy is provided by the Company (Insurer)and named in the Declarations. In Witness Whereof, the company(insurer) has caused this policy to be executed and attested and countersigned by a duly authorized representative of the company (insurer) identified in the Declarations. Secretary President MJIL 1000 08 10 Page 1 of 1 2475 III MARKEL FLORIDA POLICYHOLDER 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." "SURPLUS LINES INSURERS' POLICY RATES AND FORMS ARE NOT APPROVED BY ANY FLORIDA REGULATORY AGENCY." MPIL 1006-FL 01 10 Page 1 of 1 2476 IIIINTERLINE MARK EL PRIVACY NOTICE U. S. Consumer Privacy Notice Rev. 1/1/2020 FACTS WHAT DOES MARKEL GROUP OF COMPANIES REFERENCED BELOW (INDIVIDUALLY OR COLLECTIVELY REFERRED TO AS "WE", "US", OR "OUR") DO WITH YOUR PERSONAL INFORMATION? Why? In the course of Our business relationship with you, We collect information about you that is necessary to provide you with Our products and services. We treat this information as confidential and recognize the importance of protecting it. Federal and state law gives you the right to limit some but not all sharing of your personal information. Federal and state law also requires Us to tell you how We collect, share, and protect your personal information. Please read this notice carefully to understand what We do. What? The types of personal information We collect and share depend on the product or service you have with Us. This information can include: • your name, mailing and email address(es), telephone number, date of birth, gender, marital or family status, identification numbers issued by government bodies or agencies (i.e.: Social Security number or FEIN, driver's license or other license number), employment, education, occupation, or assets and income from applications and other forms from you, your employer and others; • your policy coverage, claims, premiums, and payment history from your dealings with Us, Our Affiliates, or others; • your financial history from other insurance companies, financial organizations, or consumer reporting agencies, including but not limited to payment card numbers, bank account or other financial account numbers and account details, credit history and credit scores, assets and income and other financial information, or your medical history and records. Personal information does not include: • publicly-available information from government records; • de-identified or aggregated consumer information. When you are no longer Our customer, We continue to share your information as described in this Notice as required by law. How? All insurance companies need to share customers' personal information to run their everyday business. In the section below, We list the reasons financial companies can share their customers' personal information; the reasons We choose to share; and whether you can limit this sharing. We restrict access to your personal information to those individuals, such as Our employees and agents, who provide you with insurance products and services. We may disclose your personal information to Our Affiliates and Nonaffiliates (1)to process your transaction with Us, for instance, to determine eligibility for coverage, to process claims, or to prevent fraud, or (2) with your written authorization, or (3) otherwise as permitted by law. We do not disclose any of your personal information, as Our customer or former customer, except as described in this Notice. MPIL 1007 01 20 Page 1 of 3 2477 Reasons We can share your personal information Do We Can you share? limit this sharing? For Our everyday business purposes and as required by law- Yes No such as to process your transactions, maintain your account(s), respond to court orders and legal/regulatory investigations, to prevent fraud, or report to credit bureaus For Our marketing purposes— Yes No to offer Our products and services to you For Joint Marketing with other financial companies Yes No For Our Affiliates' everyday business purposes— Yes No information about your transactions and experiences For Our Affiliates' everyday business purposes— No We don't information about your creditworthiness share For Our Affiliates to market you No We don't share For Nonaffiliates to market you No We don't share Questions? Call (888)560-4671 or email I2,Iriv,.c&Lnark(,.,Lgcarr� Who We are Who is providing this Notice? A list of Our companies is located at the end of this Notice. What We do How do We protect your We maintain reasonable physical, electronic, and procedural safeguards to personal information? protect your personal information and to comply with applicable regulatory standards. For more information, visit rrmrrrmrw,,rnarlkel.cc �lriy a C,y;;;;�cp lice. How do We collect your personal We collect your personal information, for example, when you information? • complete an application or other form for insurance • perform transactions with Us, Our Affiliates, or others • file an insurance claim or provide account information • use your credit or debit card We also collect your personal information from others, such as consumer reporting agencies that provide Us with information such as credit information, driving records, and claim histories. Why can't you limit all sharing of Federal law gives you the right to limit only your personal information? • sharing for Affiliates' everyday business purposes — information about your creditworthiness • Affiliates from using your information to market to you • sharing for Nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See the Other Important Information section of this Notice for more on your rights under state law. MPIL 1007 01 20 Page 2 of 3 2478 Definitions Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies. • Our Affiliates include member companies of Markel Group. Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies. • Nonaffiliates that We can share with can include financial services companies such as insurance agencies or brokers, claims adjusters, reinsurers, and auditors, state insurance officials, law enforcement, and others as permitted by law. Joint Marketing A formal agreement between Nonaffiliated companies that together market financial products or services to you. • Our Joint Marketing providers can include entities providing a service or product that could allow Us to provide a broader selection of insurance products to you. Other Important Information For Residents of AZ, CT, GA, IL, ME, MA, MN, MT, NV, NJ, NC, OH, OR, and VA: Under state law, under certain circumstances you have the right to access and request correction, amendment or deletion of personal information that We have collected from or about you. To do so, contact your agent, visit uwuwuw,;;,,rr�airlke.1,,.corn/,I,ir,iivac„y;;;,ll�,p.jjc„y, call (888)560- 4671, or write to Markel Corporation Privacy Office, 4521 Highwoods Parkway, Glen Allen, VA 23060. We may charge a reasonable fee to cover the costs of providing this information. We will let you know what actions We take. If you do not agree with Our actions, you may send Us a statement. For Residents of CA: You have the right to review, make corrections, or delete your recorded personal information contained in Our files. To do so, contact your agent, visit www.markel.com/privacy-policy, call (888) 560-4671, or write to Markel Corporation Privacy Office, 4521 Highwoods Parkway, Glen Allen, VA 23060. We do not and will not sell your personal information. For the categories of personal information We have collected from consumers within the last 12 months, please visit: uNM w.::..rr�airlNc ..l.:,corr/,I�,ir y .c..y::::ll'.q..l.j. ..y For Residents of MA and ME: You may ask, in writing, for specific reason, for an adverse underwriting decision. Markel Group of Companies Providing This Notice: City National Insurance Company, Essentia Insurance Company, Evanston Insurance Company, FirstComp Insurance Company, Independent Specialty Insurance Company, National Specialty Insurance Company, Markel Bermuda Limited, Markel American Insurance Company, Markel Global Reinsurance Company, Markel Insurance Company, Markel International Insurance Company Limited, Markel Service, Incorporated, Markel West, Inc. (d/b/a in CA as Markel West Insurance Services), Pinnacle National Insurance Company, State National Insurance Company, Inc., Superior Specialty Insurance Company, SureTec Agency Services, Inc. (d/b/a in CA as SureTec Agency Insurance Services), SureTec Indemnity Company, SureTec Insurance Company, United Specialty Insurance Company, Inc. MPIL 1007 01 20 Page 3 of 3 2479 IIIINTERLINE MAR EIL U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS 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 Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully. The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of"national emergency". OFAC has identified and listed numerous: • Foreign agents; • Front organizations; • Terrorists; • Terrorist organizations; and • Narcotics traffickers; as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States Treasury's web site— https://www.treasury.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. MPIL 1083 04 15 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 1 with its permission. 2480 IIIPOLICY NUMBER: M ,REIL FORMS SCHEDULE FORM NUMBER FORM NAME MDIL 1001 08 10 Page 1 of 1 2481 III MARKEIL DECLARATIONS - SPECIFIED MEDICAL PROFESSIONS INSURANCE POLICY Claims Made: Under certain Coverage Parts of this policy, the coverage afforded is limited to liability for only those Claims that are first made against the Insured during the Policy Period or the Extended Reporting Period, if exercised, and reported to the Company pursuant to the terms herein. Refer to each Coverage Part's opening page to determine if that Coverage Part is Claims Made. Notice: All Coverage Part of this policy contain provisions that reduce the limits of liability stated in the policy by the costs of legal defense and permit legal defense costs to be applied against the deductible, unless otherwise endorsed. Please read the policy carefully. POLICY NUMBER: RENEWAL OF POLICY: 1. NAMED INSURED: 2. BUSINESS ADDRESS: 3. POLICY PERIOD: From to 12:01 A.M. Standard Time at address of Insured stated above 4. PROFESSIONAL SERVICES AND SPECIFIED PRODUCTS, GOODS, OPERATIONS OR PREMISES: A. Professional Services: Not Purchased B. Specified Products, Goods, Operations or Premises:Not Purchased IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, THE COMPANY AGREES WITH THE NAMED INSURED TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. Producer Number, Name and Address MDSM 5013 02 20 Page 1 of 3 2482 6. PREMIUM FOR POLICY PERIOD: Minimum Deposit 7. RATE: PREMIUM BASE: 8. PREMIUM FOR EXTENDED REPORTING PERIOD: 9. The Insured is not a proprietor, superintendent, executive officer, director, partner, trustee or employee of any hospital, sanitarium, clinic with bed-and-board facilities, laboratory, or any business enterprise not named in Item 1. hereinabove, except as follows: None 10. ENDORSEMENTS ATTACHED AT POLICY INCEPTION: See MDIL 1001 08 10 attached. 11. NOTICES: Notices required to be provided to the Company under this policy shall be by email, fax or mail addressed to: CLAIM OR DISCOVERY CLAUSE NOTICES: ALL OTHER NOTICES: Markel Claims P.O. Box 2009 Glen Allen, VA 23058-2009 Telephone: Phone: 800-362-7535 (800) 3MARKEL Fax: Fax: 855-662-7535 (855) 6MARKEL Email: newclaims@markel.com These declarations, together with the Common Policy Conditions, Coverage Part(s), any Endorsement(s) and any application(s) complete the above numbered policy. MDSM 5013 02 20 Page 2 oF' 2483 INTERLINE POLICY NUMBER: MARKEL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY INSURANCE COVERAGE PART THIS IS A CLAIMS MADE COVERAGE PART. PLEASE READ IT CAREFULLY. THEINSURED................................................................................................................................................................2 INSURING AGREEMENT...............................................................................................................................................2 DEFINITIONS.................................................................................................................................................................. 3 THEEXCLUSIONS.........................................................................................................................................................4 TERRITORY.................................................................................................................................................................... 6 LIMITS OF LIABILITY...................................................................................................................................................... 6 DEFENSE AND CLAIM EXPENSES............................................................................................................................... 7 CLAIMS...........................................................................................................................................................................7 EXTENDED REPORTING PERIOD................................................................................................................................ 8 MESM 5010 02 20 Page 1 of 9 2484 INTERLINE SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY INSURANCE COVERAGE PART THIS IS A CLAIMS MADE COVERAGE PART. PLEASE READ IT CAREFULLY. In consideration of the premium paid, the undertaking of the Named Insured to pay the Deductible as described herein and in the amount stated in the Declarations, in reliance upon the statements in the application attached hereto and made a part hereof and the underwriting information submitted on behalf of the Insured, and subject to all the terms, conditions and limitations of this policy, the Company and the Insured agree as follows: THEINSURED The unqualified word "Insured," either in the singular or plural, means: A. The Named Insured which is herein defined as the person(s)or organization(s)stated in Item 1. of the Declarations; B. Any past or current principal, partner, officer, director, Employee or Volunteer Worker of the Named Insured solely while acting on behalf of the Named Insured and within the scope of their duties as such; provided, however, this insurance shall not apply to any Claim made against any Insured who is a physician, surgeon, dentist or podiatrist arising out of the rendering of or failure to render Professional Services in his/her capacity as a physician, surgeon, dentist or podiatrist; C. If the Named Insured is a limited liability company, any past or current manager thereof, solely while acting on behalf of the Named Insured and within the scope of their duties as manager of such limited liability company and any past or current member thereof, solely while acting on behalf of the Named Insured and within the scope of their duties as a member of such limited liability company; D. Any medical director solely while acting on behalf of the Named Insured and solely within the scope of his/her Administrative Duties as such; provided, however, this insurance shall not apply to any Claim made against any medical director who is a physician, surgeon, dentist or podiatrist arising out of the rendering of or failure to render Professional Services in his/her capacity as a physician, surgeon, dentist or podiatrist; E. Any student enrolled in a training program in connection with the Named Insured's Professional Services solely while acting within the scope of his/her duties as such and at the Named Insured's direction; F. The heirs, executors, administrators, assigns and legal representatives of each Insured above in the event of death, incapacity or bankruptcy of such Insured, but only for each such Insured's liability as is otherwise covered herein. INSURING AGREEMENT A. Professional Liability and Claims Made Clause: The Company shall pay on behalf of the Insured all sums in excess of the Deductible amount stated in the Declarations, which the Insured shall become legally obligated to pay as Damages as a result of a Claim first made against the Insured during the Policy Period or during the Extended Reporting Period, if exercised, and reported to the Company pursuant to Section CLAIMS A., Claim Reporting Provision, for Professional Personal Injury: 1. By reason of any act, error or omission in Professional Services arising out of the conduct of the Insured's Professional Services rendered or that should have been rendered by an Insured; or 2. By reason of any act, error or omission in Professional Services arising out of the conduct of the Insured's Professional Services rendered or that should have been rendered by a natural person, who is not and shall not be an Insured hereunder, and through whose acts the Insured controls the provider-patient relationship as of the time of such act, error or omission; provided: a. The act, error or omission happens during the Policy Period or on or after the Retroactive Date stated in the Declarations and before the end of the Policy Period; and b. Prior to the effective date of this policy the Insured had no knowledge of such act, error or omission or any fact, circumstance, situation or incident which may lead a reasonable person in the Insured's position to conclude that a Claim was likely. DEFINITIONS MESM 5010 02 20 Page 2 of 9 2485 INTERLINE A. Administrative Duties means establishing medical protocol, serving on a standards review, peer review, or credentialing committee or similar professional board or committee of the Named Insured; provided, however, Administrative Duties shall not include: 1. Rendering or failure to render Professional Services by a medical director which results in Professional Personal Injury; or 2. Rendering or failure to render specific medical direction for a natural person receiving Professional Services via telecommunications to other healthcare professionals. B. Claim means the Insured's receipt of: 1. A written demand for Damages or Professional Services; or 2. The service of suit or institution of arbitration proceedings against the Insured seeking Damages. C. Claim Expenses means reasonable and necessary amounts incurred by the Company or by the Insured with the prior written consent of the Company in the defense of that portion of any Claim for which coverage is afforded under this Coverage Part, including costs of investigation, court costs, costs of bonds to release attachments and similar bonds, but without any obligation of the Company to apply for or furnish any such bonds, and costs of appeals; provided, however, Claim Expenses shall not include: 1. Salary, wages, overhead, or benefit expenses of or associated with Employees or officials of the Named Insured or employees or officials of the Company; or 2. Salary, wages, administration, overhead, benefit expenses, or charges of any kind attributable to any in-house counsel or captive out-of-house counsel for the Named Insured or the Company. D. Damages means the monetary portion of any judgment, award or settlement; provided, however, Damages shall not include: 1. Punitive or exemplary damages or multiplied portions of damages in excess of actual damages, including trebling of damages; 2. Taxes, criminal or civil fines, or attorneys' fees of a party other than an Insured or other penalties imposed by law; 3. Sanctions; 4. Matters which are uninsurable under the law pursuant to which this Coverage Part shall be construed; 5. The return, withdrawal, reduction or restitution or payment of fees, profits or charges for services or consideration and/or any expenses paid to the Insured; or 6. The cost of complying with an award or order for declaratory, equitable or injunctive relief or remedy. E. Employee means any natural person while in the regular service of the Named Insured in the ordinary course of the Named Insured's business and whom the Named Insured compensates by salary, wages or commissions and has the right to govern and direct the performance of such service. Employee includes a Leased Worker but does not include any Temporary Worker or independent contractor. F. Leased Worker means any natural person leased to the Named Insured by a labor leasing organization, under an agreement between the Named Insured and the labor leasing organization, to perform duties related to the conduct of the Named Insured's business and which are at the Insured's direction. Leased Worker does not include a Temporary Worker. G. Policy Period means the period form the inception date of this policy to the policy expiration date stated in Item 3. of the Declarations, or the effective date of any earlier cancellation or termination. H. Professional Personal Injury means: 1. Any bodily injury, mental injury, sickness, disease, emotional distress or mental anguish, including death resulting therefrom of any natural person receiving Professional Services arising out of an act, error or omission in Professional Services rendered or that should have been rendered; 2. False arrest, detention or imprisonment, or malicious prosecution of any natural person receiving Professional Services, except when inflicted by, at the direction of, or with the consent or acquiescence of the Insured who has predetermined to commit such act, or allowed such act to have been committed; or MESM 5010 02 20 Page 3 of 9 2486 INTERLINE 3. The publication or utterance of a libel or slander concerning a natural person receiving Professional Services or a publication or an utterance in violation of such person's right to professional confidence, except when published or uttered by, at the direction of, or with the consent or acquiescence of the Insured who has predetermined to commit such act, or allowed such act to have been committed. I. Professional Services means those services stated in Item 4. of the Declarations. J. Temporary Worker means any natural person who is furnished to the Named Insured to substitute for a permanent Employee on leave or to meet seasonal or short-term work load requirements. K. Volunteer Worker means any natural person who is not an Employee of the Named Insured and who donates his/her work at the direction of and within the scope of duties determined by the Named Insured and is not paid a fee, salary or other compensation by the Named Insured or by anyone else for such work performed for the Named Insured. THE EXCLUSIONS This Coverage Part does not apply to: A. Any act, error or omission in Professional Services rendered or that should have been rendered or Professional Personal Injury committed in violation of any law or ordinance; B. Any Claim based upon or arising out of any dishonest, fraudulent, criminal, malicious, knowingly wrongful, deliberate, or intentional acts, errors or omissions committed by or at the direction of the Insured; C. Any administrative or judicial hearings pertaining to Medicare/Medicaid fraud or any other hearing initiated against an Insured by the United States Department of Health & Human Services (HHS)or by an utilization or quality review organization under contract with HHS; provided, however, this exclusion shall not apply to HHS proceedings that allege the violation of the Emergency Medical Treatment and Labor Act; D. Any Claim based upon or arising out of the invasion, infringement or interference of the right of privacy arising from the use, visitation of, posting or browsing of any blog, bulletin board services, chat room, web site or other internet form or URL; E. Any Claim based upon or arising out of the gathering, use or dissemination of personal information in any form including but not limited to any violation of the Health Insurance Portability and Accountability Act of 1996 (HIPAA); F. Any Claim based upon or arising out of any unlawful discrimination by any Insured; G. Any Claim based upon or arising out of any act, error or omission committed or alleged to have been committed by the Insured that in any manner relates to or arises out of the actual, alleged or threatened discharge, dispersal, release, escape or existence of pollutants, hazardous substances, toxic substances or substances which in any manner impair or allegedly impair the environment or which result in bodily injury or property damage; H. Any liability arising out of the Insured's activities in his/her capacity as proprietor, superintendent, executive officer, director, partner, trustee or employee of any hospital, sanitarium, clinic with bed-and-board facilities, laboratory or business enterprise, or any governmental body, sub-division or agency not named as an Insured under this policy unless such activities are disclosed in the application and covered by endorsement to this policy; I. Any Claim based upon or arising out of any liability of others assumed by the Insured under any contract or agreement; unless such liability would have attached to the Insured even in the absence of the contract or agreement; J. Any Claim arising out of general liability, or goods or products manufactured, sold, handled or distributed by the Insured or by others trading under an Insured's name; K. Any liability arising out of the ownership, maintenance, operation, use, loading or unloading of any vehicle, watercraft or aircraft; L. Any Claim based upon or arising out of any sexual act, including without limitation sexual intimacy (even if consensual), sexual contact, sexual advances, requests for sexual favors, sexual molestation, sexual assault, sexual abuse, sexual harassment, sexual exploitation or other verbal or physical conduct of a sexual nature; provided, however, the Company agrees to defend the Named Insured for such a Claim for the strictly vicarious liability of the Named Insured, unless a manager, supervisor, officer, director, trustee or partner of the Named Insured: MESM 5010 02 20 Page 4 of 9 2487 INTERLINE 1. Knew or should have known about the sexual act allegedly committed by the Insured but failed to prevent or stop it; or 2. Knew or should have known that the Insured who allegedly committed the sexual act had a prior history of such sexual misconduct act; The Company shall not pay Damages on behalf of the Named Insured for such a Claim. M. Injury arising out of the performance of a criminal act or caused by an Insured while under the influence of intoxicants or narcotics; N. Any Claim based upon, arising out of, or in any way involving: 1. The employment relationship or the nature, terms or conditions of employment or any workplace tort brought by or on behalf of any Employee, former Employee, prospective employee, independent contractor or consultant of the Insured or to Professional Personal Injury to, or sickness, disease or death of any Employee of the Insured arising out of, and in the course of his/her employment by the Insured; 2. Any obligation of the Insured under any workers' compensation, unemployment compensation or disability benefits law or under any similar law; or 3. Any actual or alleged violation of the Employee Retirement Income Security Act of 1974, or any other similar federal, state or common law or any amendments thereto; O. Any Claim based upon or arising out of: 1. The dispensing of or the use of any drug or device whose approval for use was withdrawn by the U.S. Food and Drug Administration (FDA) at the time such drug or device was used or dispensed; 2. Use, administration or prescription of any drug, pharmaceutical, medical device or procedure which has not received final approval by the FDA for treatment of humans or which is not used, administered or prescribed as part of an FDA approved study; P. Any Claim based upon or arising out of a warranty or guarantee of cure or success of treatment which is alleged to have arisen out of an advertisement; Q. Any Claim based upon or arising out of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C., Section 1961, et seq.; R. Any Claim based upon or arising out of the disarming or disabling of any alarms or monitoring devices of medical equipment; S. Any Claim based upon or arising out of: 1. The failure to maintain medical records in their original condition; 2. Creating, altering, amending or modifying medical records; 3. Improperly disposing of medical records; 4. The failure to maintain the privacy and security of medical records or private personal information; T. Any Claim made against the Insured: 1. By any person or organization or its subrogee, assignee, contractor, subcontractor, or parent company, subsidiary, division or affiliated company which was or is operated, managed, owned or otherwise controlled, whether directly or indirectly, or in whole or in part, by an Insured or parent company or any subsidiary, division or affiliated organization; or 2. By or on behalf of any Insured under this policy; provided, however, this exclusion shall not apply to any Claim made against any Insured arising out of the rendering of or failure to render Professional Services by the Insured or by any person for whose acts, errors or omissions the Insured is legally responsible, if such Insured is a natural person receiving Professional Services; U. Any Claim based upon or arising out of: 1. Any allegations of price fixing, unfair competition or trade practices; 2. A dispute over fees, income or revenue; MESM 5010 02 20 Page 5 of 9 2488 INTERLINE 3. The inducement to enter into, the interference with or the dissolution or termination of any business or economic relationship; or 4. Violations of any federal, state or local law (including but not limited to Title 15 of the United States Code or any similar state statute)that prohibits the unlawful restraint of trade, business or profession; V. Any Claim based upon or arising out of any violation of: 1. The Telephone Consumer Protection Act of 1991 (TCPA) and amendments thereto or any similar or related federal, state or local statute, law, rule, ordinance or regulation; 2. The CAN-SPAM Act of 2003 and amendments thereto or any similar or related federal or state statute, law, rule, ordinance or regulation; 3. The Fair Credit Reporting Act (FCRA) and amendments thereto or any similar or related federal, state or local statute, law, rule, ordinance or regulation, including the Fair and Accurate Credit Transactions Act of 2003 (FACTA); or 4. Any other statute, law, rule, ordinance or regulation that addresses, prohibits or limits the dissemination, sending, transmitting, communication, printing, disposal, collection, recording or distribution of information or other material; W. Any Claim based upon or arising out: 1. Any disciplinary proceeding against the Insured conducted by any regulatory body, disciplinary board or governmental agency; or 2. Any federal or state inquiry or review involving an Insured's professional licensure; or X. Any Claim brought under any other Coverage Part of this policy. TERRITORY The insurance afforded applies worldwide, provided the Claim is made in the United States of America, its territories or possessions or Puerto Rico. LIMITS OF LIABILITY A. Limit of Liability-Each Claim: For Professional Liability, the total liability of the Company for the combined total of Damages and Claim Expenses for each Claim first made against the Insured during the Policy Period or the Extended Reporting Period, if exercised, shall not exceed the Limit of Liability stated in the Declarations as applicable to Each Claim. B. Limit of Liability-Coverage Part Aggregate: Subject to the above Section LIMITS OF LIABILITY A., for Professional Liability, the total liability of the Company shall not exceed the Coverage Part Aggregate Limit of Liability as stated in the Declarations for all Damages and Claim Expenses arising out of all Claims first made against the Insured during the Policy Period and the Extended Reporting Period, if exercised. C. Limit of Liability-Reduction for Refusal to Settle: The Company shall not settle any Claim without the consent of the Insured. If, however, the Insured is a partnership, professional association, professional corporation or limited liability company, the written consent of an Insured who was formerly but is no longer a member of the partnership, professional association or limited liability company or director, officer, stockholder or employee of a professional corporation will not be required, provided the written consent of the corporate directors, officers, stockholders or employees of a professional corporation, or their duly appointed representatives, has been obtained. If, however, the Insured shall refuse to consent to any settlement recommended by the Company and shall elect to contest the Claim or continue any legal proceedings in connection with such Claim, then the Company's liability for the Claim shall not exceed the amount for which the Claim could have been so settled including Claim Expenses incurred up to the date of such refusal. Such amounts are subject to the provisions of the above Limits of Liability A. and B. D. Deductible: For Professional Liability, the Deductible amount stated in the Declarations shall be paid by the Named Insured and shall be applicable to each Claim and shall include Damages and Claim Expenses, whether or not Damages payments are made. Such amounts shall, upon written demand by the Company, be paid by the Named Insured within ten (10) days. The total payments requested from the Named Insured in respect of each Claim shall not exceed the Deductible amount stated in the Declarations. MESM 5010 02 20 Page 6 of 9 2489 INTERLINE The determination of the Company as to the reasonableness of the Claim Expenses shall be conclusive on the Named Insured. E. Multiple Insureds, Claims and Claimants: The inclusion herein of more than one Insured in any Claim or the making of Claims by more than one person or organization shall not operate to increase the Limits of Liability stated in the Declarations. More than one Claim arising out of a single act, error or omission or a series of related acts, errors or omissions shall be considered a single Claim. All such Claims, whenever made, shall be deemed to be first made on the date on which the earliest Claim arising out of such act, error or omission is made, or with regard to written notice given to and accepted by the Company pursuant to Section CLAIMS B., Discovery Clause, on the date within the Policy Period on which such written notice of potential Claim is first received by the Company. DEFENSE AND CLAIM EXPENSES A. Defense and Investigation of Claims: The Company shall have the right and duty to defend and investigate any Claim to which coverage under this Coverage Part applies pursuant to the following provisions: 1. Claim Expenses incurred in defending and investigating such Claim shall be a part of and shall not be in addition to the Professional Liability Limits of Liability stated in the Declarations. Such Claim Expenses shall reduce the Limits of Liability and shall be applied against the Deductible. The Company shall have no obligation to pay any Damages or to defend or continue to defend any Claim or to pay Claim Expenses after the Professional Liability Limits of Liability stated in the Declarations have been exhausted by payment(s) of Damages and/or Claim Expenses. 2. The Company shall select defense counsel; provided, however, that if the law of the state of the Named Insured's domicile, stated in Item 2. of the Declarations, allows the Insured to control the selection of defense counsel where a conflict of interest has arisen between the Insured and the Company, the Company will provide a list of attorneys or law firms from which the Insured may designate defense counsel who shall act solely in the interest of the Insured, and the Insured shall direct such defense counsel to cooperate with the Company. Such cooperation shall include: a. Providing on a regular basis, but not less frequently than every three (3) months, written reports on claimed Damages, potential liability, progress of any litigation, any settlement demands, or any investigation developments that materially affect the Claim; b. Providing any other reasonable information requested; c. Providing fully itemized billing on a periodic basis; and d. Cooperating with the Company and the Insured in resolving any discrepancies; and the fees and costs incurred by such defense counsel, including those fees and costs generated by defense counsel's cooperation with the Company, as stated above, shall be included in Claim Expenses. Such Claim Expenses shall be a part of and shall not be in addition to the Professional Liability Limits of Liability stated in the Declarations. Such Claim Expenses shall reduce the Limits of Liability and shall be applied against the Deductible. CLAIMS A. Claim Reporting Provision: It is a condition precedent to coverage afforded by this Coverage Part that the Insured shall give to the Company written notice as stated in the Notices item of the Declarations as soon as practicable of any Claim first made against the Insured during the Policy Period or the Extended Reporting Period, if exercised. In the event suit is brought against the Insured, the Insured shall immediately forward to Markel Corporation, P.O. Box 2009, Glen Allen, VA 23058-2009, on behalf of the Company, every demand, notice, summons or other process received by him/her or by his/her representatives. B. Discovery Clause: If during the Policy Period, the Insured first becomes aware of a specific act, error or omission in Professional Services which is reasonably expected to result in a Claim within the scope of coverage of this Coverage Part, then the Insured may provide written notice as stated in the Declarations to the Company containing the information listed below. If such written notice is received by the Company during the Policy Period, then any Claim subsequently made against the Insured arising out of such act, error or omission in Professional Services shall be deemed for the purpose of this insurance to have been first made on the date on which such written notice is received by the Company. MESM 5010 02 20 Page 7 of 9 2490 INTERLINE It is a condition precedent to the coverage afforded by this Discovery Clause that written notice be given to the Company containing the following information: 1. The description of the specific act, error or omission in Professional Services; 2. The date on which such act, error or omission in Professional Services took place; 3. The injury or damage which has or may result from such act, error or omission in Professional Services; 4. The identity of any injured persons; and 5. The circumstances by which the Insured first became aware of such act, error or omission in Professional Services. Subject to the paragraph hereinabove, if during the Policy Period the Insured provides such written notice of a specific act, error or omission in Professional Services which is reasonably expected to result in a Claim within the scope of coverage of this Coverage Part, the Company at its sole option, may investigate such specific act, error or omission in Professional Services. Such matter shall be subject to all terms, conditions and provisions in this Coverage Part as applicable to a Claim. EXTENDED REPORTING PERIOD A. The Named Insured's right to exercise the Extended Reporting Period under this Coverage Part shall exist solely if the Named Insured also exercises its right to purchase the Extended Reporting Period under all Insuring Agreements in the policy for which an Extended Reporting Period is available. B. If the Named Insured nonrenews this policy in its entirety or cancels this policy in its entirety pursuant to Common Policy Conditions Section A., Cancellation, or if the Company nonrenews this policy in its entirety or cancels this policy in its entirety pursuant to Common Policy Conditions A., Cancellation, for reasons other than nonpayment of premium, Deductible or non-compliance with the terms and conditions of this policy, then the Named Insured shall have the right upon payment of an additional premium calculated at the percentage stated in the Declarations of the adjusted annual premium for the Policy Period, subject to adjustment as per Common Policy Conditions K., Premium and Audit, but in no event less than the percentage stated in the Declarations of the annual minimum premium for the policy, to extend the coverage granted under this Coverage Part, for the period of months stated in the Declarations, as elected by the Named Insured to apply to Claims first made against the Insured during the period of months as elected and reported to the Company pursuant to, Section CLAIMS A., Claim Reporting Provision, following immediately upon the effective date of such cancellation or nonrenewal, for any act, error or omission in Professional Services which happened on or after the applicable Retroactive Date stated in the Declarations and prior to the effective date of such cancellation or nonrenewal and which is otherwise covered by this Coverage Part. This extended period of coverage months as elected by the Named Insured and described in this paragraph shall be referred to in this policy as the Extended Reporting Period. If, however, this Coverage Part is immediately succeeded by claims made insurance coverage on which the Professional Liability Retroactive Date is the same as or earlier than that stated in the Declarations of this policy, the succeeding insurance shall be deemed to be a renewal hereof and, in consequence, the Named Insured shall have no right to purchase an Extended Reporting Period. The quotation of a different premium and/or deductible and/or limit of liability for renewal does not constitute a cancellation or refusal to renew for the purpose of this provision. This Extended Reporting Period shall not be available when any Insured's license or right to practice his/her profession is revoked, suspended or surrendered. C. As a condition precedent to the right to purchase the Extended Reporting Period, the Named Insured must have paid: 1. All Deductibles when due; 2. All premiums due for the Policy Period; and 3. All premium and deductible(s), if any, due on any other policy(ies) issued by the Company or any of its affiliated companies in an uninterrupted series of policies of which this policy is a renewal or replacement. The right to purchase the Extended Reporting Period shall terminate unless a written request for the Extended Reporting Period is received by the Company within thirty (30) days after the effective date of cancellation or MESM 5010 02 20 Page 8 of 9 2491 INTERLINE nonrenewal together with payment of the additional deposit premium for the Extended Reporting Period. If such written request and payment of additional premium for the Extended Reporting Period are not so received by the Company, there shall be no right to purchase the Extended Reporting Period at a later date. D. The Named Insured shall pay any additional premium that may be due as a result of audit, promptly when due. E. In the event of the purchase of the Extended Reporting Period the entire premium therefor shall be fully earned at its commencement. F. The Extended Reporting Period shall not in any way increase the Limits of Liability stated in the Declarations. MESM 5010 02 20 Page 9 of 9 2492 III MARKEL COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. Throughout this policy, the term Company refers to the insurance company providing this insurance. A. CANCELLATION This policy may be cancelled by the Named Insured on behalf of all Insureds by mailing to the Company written notice as stated in the Notices item of the Declarations stating when thereafter such cancellation shall be effective. If cancelled by the Named Insured, the Company shall retain the customary short rate proportion of the premium. Payment or tender of unearned premium shall not be a condition precedent to the effectiveness of cancellation, but such payment shall be made as soon as practicable. This policy may be cancelled by the Company by mailing to the Named Insured, at the address stated in the Declarations written notice stating when, not less than thirty (30) days thereafter, such cancellation shall be effective. However, if the Company cancels the policy because the Named Insured has failed to pay a premium or Deductible when due, including premium and deductible(s) due on any other policy(ies) issued by the Company or any of its affiliated companies in an uninterrupted series of policies for which this policy is a renewal or replacement, this policy may be cancelled by the Company by mailing a written notice of cancellation to the Named Insured stating when, not less than ten (10) days thereafter, such cancellation shall be effective. The mailing of notice as aforementioned shall be sufficient notice and the effective date of cancellation stated in the notice shall become the end of the Policy Period. Such notice shall be conclusive on all Insureds. Delivery of such written notice by the Named Insured or the Company shall be equivalent to mailing. If cancelled by the Company, earned premium shall be computed pro rata. Premium adjustment may be made at the time cancellation is effected or as soon as practicable thereafter. B. CHANGE IN CONTROL OF NAMED INSURED If after the inception date of the policy: 1. The Named Insured is merged into or consolidated with another organization such that it is not the surviving organization, or sells all or substantially all of its assets to another organization or person or group of organizations and/or persons acting in concert; 2. Another organization or person or group of organizations and/or persons acting in concert shall acquire an amount of the voting interest representing more than fifty percent (50%) of the voting rights for the election or appointment of directors or trustees of the Named Insured, or acquires the voting rights of such an amount of such interest; or 3. A receiver, liquidator, conservator, trustee or similar official is appointed with respect to the Named Insured; no coverage shall be afforded under this policy unless: a. Written notice of such transaction or event is given to the Company by the Named Insured as soon as practicable, but in no event later than thirty (30) days after such transaction or event, including complete details of the nature of such transaction or event and the other organization, person, group of organizations, persons acting in concert, receiver, liquidator, conservator, trustee and/or similar official appointed with respect to the Named Insured; b. The Named Insured submits such additional information in connection therewith as the Company may deem necessary; c. The Company, at its sole discretion, agrees to continue coverage by written endorsement to the policy; and MESM 5100 02 20 Page 1 of r 2493 d. The Named Insured agrees to accept any special terms, conditions, exclusions or additional premium charge as may be required by the Company. C. REPRESENTATIONS By acceptance of this policy, the Insureds agree as follows: 1. That the information and statements contained in the application(s) are the basis of this policy and are to be considered as incorporated into and constituting a part of this policy; and 2. That the information and statements contained in the application(s) are their representations, that they shall be deemed material to the acceptance of the risk or hazard assumed by the Company under this policy, and that this policy is issued in reliance upon the truth of such representations. D. ENTIRE AGREEMENT The Declarations, Common Policy Conditions, Coverage Part(s), the application(s) and any written endorsements attached hereto shall be deemed to be a single unitary contract. E. OTHERINSURANCE This insurance shall be in excess of the applicable Deductible stated in the Declarations and any other insurance available to the Insured whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as a specific excess insurance over the Limits of Liability provided in this policy. If any Claim under this policy is also covered by one or more policies issued by the Company or any of its affiliated companies affording coverage to the Named Insured or to any organization or person who controls, is controlled by, or is affiliated by common control with the Named Insured unless such other insurance is written only as specific excess insurance or umbrella insurance over the Limits of Liability provided in this policy, then with respect to such Claim: 1. The Limit of Liability available under this policy will be equal to the percentage that this policy's available Limit of Liability bears to the total combined Limits of Liability available under all applicable policies; and 2. The total Limit of Liability available for such Claim shall not exceed the greater/est available Limit of Liability remaining on all such policies and its payment shall extinguish the Company's and its affiliated companies' liability on all such policies for such Claim. F. CHANGES Notice to any agent or knowledge possessed by any agent or other person acting on behalf of the Company shall not effect a waiver or a change in any part of this policy and shall not estop the Company from asserting any right under the terms of the policy. The terms of this policy shall not be waived or changed, except by written endorsement issued to form a part of this policy, and this policy embodies all agreements existing between the Insureds and the Company or any of its agents relating to this insurance. G. ASSIGNMENT OF INTEREST Assignment of interest under this policy shall not bind the Company unless its consent is endorsed hereon. H. SUBROGATION In the event of any payment under this policy, the Company shall be subrogated to the right of recovery of all Insureds to the extent of such payment. The Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing after the Claim to prejudice such rights. The Company shall not exercise any such rights against any person or organization included in the definition of Insured. Notwithstanding the foregoing, however, the Company reserves the right to exercise any rights of subrogation against an Insured in respect of any Claim brought about or contributed to by an intentional, willful, dishonest, fraudulent act or omission of such Insured or by an act or omission of such Insured that constitutes a willful violation of any statute or regulation. Any amount so recovered, whether effected by the Company or by the Insured, shall first be used for the repayment of expenses incurred toward subrogation; second, for any Damages and Claim Expenses payment by the Insured which is in excess of the amount of the Limit of Liability under this policy and which is excess of any amount paid by MESM 5100 02 20 Page 2 of r 2494 any insurer under any other policy; third, for any damages and claims expenses payment by any excess insurer on behalf of the Insured; fourth, for any damages and claim expenses payment by any primary insurer on behalf of the Insured; and, last, for repayment of the Insured's Deductible. I. ASSISTANCE AND COOPERATION OF THE INSURED The Insured shall cooperate with the Company and upon the Company's request, the Insured shall: 1. Submit to examination and interview by a representative of the Company, under oath if required; 2. Attend hearings, depositions and trials; 3. Assist in effecting settlement, securing and giving evidence, obtaining the attendance of witnesses in the conduct of suits; 4. Give a written statement or statements to the Company's representatives and meet with such representatives for the purpose of determining coverage and investigating and/or defending any Claim; and 5. Provide any information required to comply with federal or state reporting regulations; All without cost to the Company. The Insured shall further cooperate with the Company and do whatever is necessary to secure and effect any right of indemnity, contribution or apportionment which the Insured may have. The Insured shall not, except at his/her own cost, make any payment, admit any liability, settle any Claims, assume any obligation or incur any expense without the prior written consent of the Company. J. FALSE OR FRAUDULENT CLAIMS If any Insured shall commit fraud in proffering any Claim, this insurance shall become void as to such Insured from the date such fraudulent Claim is proffered. K. PREMIUM AND AUDIT Upon expiration of this policy, the Named Insured shall furnish to the Company a statement of the Named Insured's actual total premium base as stated in the Declarations for the Policy Period. The actual earned premium shall be computed thereon at the premium rate stated in the Declarations. If the actual earned premium is more than the deposit premium stated in the Declarations, the Named Insured shall pay the difference to the Company; if less, the Company shall refund the difference to the Named Insured except that the Company shall be entitled to the minimum premium as stated in the Declarations. The Company shall have the right to require of the Named Insured, at any time within the said Policy Period or one year thereafter, a sworn statement of the entire amount (or number) of such premium base during the whole or any specified part of the said period, and the Named Insured shall furnish said statement within ten (10) days after request. The statement referred to shall be subject to verification and audit by a duly authorized representative of the Company, who shall have the right and opportunity to examine the books and records of the Named Insured as respects such premium base, and such examination may be made at any time during the said period and within three (3) years thereafter. The rendering of any estimate or statement or the making of any previous settlement shall not bar the examination herein provided for, nor the Company's right to additional premium. L. INSPECTION The Company shall be permitted but not obligated to inspect the Insured's operations at any time. Neither the Company's right to make inspections, nor the making thereof, nor any report thereon shall constitute an undertaking on behalf of or for the benefit of the Insured or others, to determine or warrant that such operations are safe or healthful, or are in compliance with any law, rule or regulation. M. ACTION AGAINST THE COMPANY No action shall lie against the Company unless, as a condition precedent thereto, the Insured shall have fully complied with all of the terms and conditions of this policy, nor until the amount of the Insured's obligation to pay shall have been fully and finally determined either by judgment against the Insured after actual trial or by written agreement of the Insured, the claimant and the Company. Nothing contained in this policy shall give any person or organization any right to join the Company as a co-defendant in any action against the Insured to determine the Insured's liability. Bankruptcy or insolvency of the Insured or of the Insured's estate shall not relieve the Company of any of its obligations hereunder. MESM 5100 02 20 Page 3 of r 2495 N. AUTHORIZATION By acceptance of this policy, the first person or organization stated in Item 1. of the Declarations shall act on behalf of all Insureds with respect to the giving and receiving of all notices to and from the Company as provided herein: the exercising of the Extended Reporting Period, if available; the cancellation of this policy in whole or part; the payment of premiums and Deductibles when due; the receiving of any return premiums that may become due under this policy; and the Insureds agree that such person or organization shall act on their behalf. O. POLICY EXTENDED REPORTING PERIOD—ALL CLAIMS MADE COVERAGES The Named Insured's right to exercise the Extended Reporting Period under any Coverage Part shall exist solely if the Named Insured also exercises its right to purchase the Extended Reporting Period under all Coverage Parts that provide coverage on a claims made basis. P. TERMS AND CONDITIONS This policy is comprised of these Common Policy Conditions, the Declarations, various Coverage Parts and endorsements, if applicable, and the application. Although various Coverage Parts may be referenced in this policy, a Coverage Part is included within this policy only if that Coverage Part is stated as being purchased in the Coverage Schedule in Item 5. of the Declarations. Except for these Common Policy Conditions or unless stated to the contrary in any Coverage Part or endorsement, the terms and conditions of each Coverage Part of this policy apply only to that Coverage Part and shall not apply to any other Coverage Part of this policy. Any defined term referenced in the Common Policy Conditions but defined in a Coverage Part shall, for purposes of coverage under that Coverage Part, have the meaning set forth in that Coverage Part. If any provision in the Common Policy Conditions is inconsistent or in conflict with the terms and conditions of any Coverage Part, the terms and conditions of such Coverage Part shall control for purposes of that Coverage Part. Q. SERVICE OF SUIT Except with respect to any policy issued in any state in which the Company is licensed as an admitted insurer to transact business, it is agreed that in the event of the failure of the Company to pay any amount claimed to be due hereunder, the Company, at the request of the Named Insured, will submit to the jurisdiction of a court of competent jurisdiction within the United States and will comply with all requirements necessary to give such court jurisdiction and all matters arising hereunder shall be determined in accordance with the law and practice of such court. Nothing in this clause constitutes or should be understood to constitute a waiver of the Company'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 to 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. It is further agreed that service of process in such suit may be made upon Secretary, Legal Department, Markel Corporation, 10275 West Higgins Road, Suite 750, Rosemont, Illinois 60018 and that in any suit instituted against the Company upon this policy, the Company will abide by the final decision of such court or of any appellate court in the event of an appeal. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Company hereby designates the Superintendent, Commissioner, or Director of Insurance or other official specified for that purpose in the statute, or his/her successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Named Insured or any beneficiary hereunder arising out of this policy, and hereby designates the above-named as the person to whom the said officer is authorized to mail such process or a true copy thereof. R. NUCLEAR ENERGY LIABILITY EXCLUSION (Broad Form) The insurance does not apply: 1. Under any Liability Coverage, to Bodily Injury or Property Damage: a. With respect to which an Insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or b. Resulting from the Hazardous Properties of Nuclear Material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the Insured is, or had this policy not been issued would be, entitled to indemnity MESM 5100 02 20 Page 4 of r 2496 from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. 2. Under any Medical Payments coverage, or any Supplementary Payments provision relating to first aid, to expenses incurred with respect to Bodily Injury resulting from the Hazardous Properties of Nuclear Material and arising out of the operation of a Nuclear Facility by any person or organization. 3. Under any Liability Coverage, to Bodily Injury or Property Damage resulting from Hazardous Properties of Nuclear Material, if: a. The Nuclear Material (1) is at any Nuclear Facility owned by, or operated by or on behalf of, an Insured or (2) has been discharged or dispersed therefrom; b. The Nuclear Material is contained in Spent Fuel or Waste at any time possessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an Insured; or c. The Bodily Injury or Property Damage arises out of the furnishing by an Insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any Nuclear Facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion c. applies only to Property Damage to such Nuclear Facility and any property thereat. 4. As used in this exclusion: Hazardous Properties includes radioactive, toxic or explosive properties. Nuclear Material means Source Material, Special Nuclear Material or By-Product Material. Source Material, Special Nuclear Material, and By-Product Material have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. Spent Fuel means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a Nuclear Reactor. Waste means any waste material (1) containing By-Product Material other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its Source Material content, and (2) resulting from the operation by any person or organization of any Nuclear Facility included under the first two paragraphs of the definition of Nuclear Facility. Nuclear Facility means: a. Any Nuclear Reactor; b. Any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing Spent Fuel, or(3) handling, processing or packaging Waste; c. Any equipment or device used for the processing, fabricating or alloying of Special Nuclear Material if at any time the total amount of such material in the custody of the Insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; d. Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of Waste; And includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. Nuclear Reactor means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. Property Damage includes all forms of radioactive contamination of property. MESM 5100 02 20 Page 5 of r 2497 III MARKEL POLICY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MINIMUM EARNED PREMIUM ENDORSEMENT In the event that this policy is cancelled by the Named Insured who is authorized to act on behalf of all insureds, the policy premium is subject to a minimum earned premium of 25%. All other terms and conditions remain unchanged. MEIL 5200-25% 07 04 Page 1 of 1 2498 III MARKEL POLICY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LONGER DURATION EXTENDED REPORTING PERIOD AVAILABILITY This endorsement modifies insurance provided under the following: PHYSICIANS, SURGEONS, DENTISTS AND PODIATRISTS PROFESSIONAL LIABILITY INSURANCE POLICY SPECIFIED ERRORS AND OMISSIONS LIABILITY INSURANCE COVERAGE PART—CLAIMS MADE SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY INSURANCE POLICY SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY COVERAGE PART- CLAIMS MADE COVERAGE SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY INSURANCE COVERAGE PART- CLAIMS MADE COVERAGE SPECIFIED MEDICAL PROFESSIONS GENERAL LIABILITY(INCLUDING PRODUCTS AND COMPLETED OPERATIONS LIABILITY) INSURANCE COVERAGE PART-CLAIMS MADE COVERAGE LOCUM TENENS AND CONTRACT STAFFING PROFESSIONAL LIABILITY INSURANCE COVERAGE PART LOCUM TENENS AND CONTRACT STAFFING GENERAL LIABILITY INSURANCE (INCLUDING PRODUCTS AND COMPLETED OPERATIONS LIABILITY) COVERAGE PART- CLAIMS MADE COVERAGE In consideration of the premium paid, it is hereby understood and agreed that in addition to the availability of the Extended Reporting Period for the period of months stated in Item of the Declarations, an Extended Reporting Period of the following duration shall also be available: 60 months; 72 months; or 84 months. The Named Insured must make a written request for the longer duration Extended Reporting Period received by the Company within 10 days after the end of the Policy Period. The written request must specify from the options stated above which period of Extended Reporting Period is requested. The Company will determine the additional premium to be charged for such Extended Reporting Period. The Company will provide to the Named Insured in writing the amount of the additional premium for an Extended Reporting Period of the duration specified within 10 days of receipt of the Named Insured's written request. All other terms and conditions of the Section Extended Reporting Period shall apply with regard to the Named Insured's exercise of any such longer duration Extended Reporting Period. All other terms and conditions remain unchanged. MEIL 5229 09 10 Page 1 of 1 2499 POLICY NUMBER: MARKEL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF THE INSURED B. ADDITION OF PHYSICIAN/SURGEON/DENTIST/PODIATRIST This endorsement modifies insurance provided under the following: SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY INSURANCE COVERAGE PART-CLAIMS MADE COVERAGE In consideration of the premium paid, it is hereby understood and agreed that the policy is amended as follows: 1. Section THE INSURED B. is deleted and replaced with the following: B. Any past or current principal, partner, officer, director, Employee or Volunteer Worker of the Named Insured solely while acting on behalf of the Named Insured and within the scope of their duties as such; provided, however, this insurance shall not apply to any Claim made against any Insured who is a physician, surgeon, dentist or podiatrist arising out of the rendering of or failure to render Professional Services in his/her capacity as a physician, surgeon, dentist or podiatrist; other than the following Named Physician(s), Surgeon(s), Dentist(s) or Podiatrist(s) solely: 1. While acting on behalf of the Named Insured and within the scope of his/her duties as a principal, partner, officer, director, Employee or Volunteer Worker of the Named Insured; 2. For an act, error or omission in Professional Services happening: a. On or after the Retroactive Date stated below; and b. Before the Departure Date, if any, stated below; as applicable to such Named Physician, Surgeon, Dentist or Podiatrist; and 3. For Claims first made against such Named Physician, Surgeon, Dentist or Podiatrist during the Policy Period, provided that prior to the effective date of this policy the Named Physician, Surgeon, Dentist or Podiatrist had no knowledge of such act, error or omission or any fact, circumstance, situation or incident which may lead a reasonable person in the Insured's position to conclude that a Claim was likely. 2. Section DEFINITIONS is amended by the addition of the following: Departure Date means the date on which the Named Physician, Surgeon, Podiatrist or Dentist ceases to provide Professional Services on behalf of the Named Insured. All other terms and conditions remain unchanged. MESM 2001 03 14 Page 1 of 2 2500 Schedule of Active Providers Named Physician, Surgeon, Dentist, Podiatrist Named Physician, Surgeon, Dentist or Podiatrist Retroactive Date: Schedule of Departed Providers Named Physician, Surgeon, Named Physician, Surgeon, Dentist, Podiatrist Dentist, Podiatrist Named Physician, Surgeon, Dentist or Podiatrist Retroactive Date: Departure Date: All other terms and conditions remain unchanged. MESM 2001 03 14 Page 2 of 2 2501 III MARKEL POLICY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CLAIM EXPENSES IN ADDITION TO THE EACH CLAIM LIMIT OF LIABILITY This endorsement modifies insurance provided under the following: SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY INSURANCE COVERAGE PART-CLAIMS MADE COVERAGE In consideration of the premium paid, it is hereby understood and agreed the policy is amended as follows: 1. Section Limits of Liability A. is deleted and replaced with the following: A. Limit of Liability-Each Claim: For Professional Liability, the total liability of the Company for Damages for each Claim first made against the Insured during the Policy Period or the Extended Reporting Period, if exercised, shall not exceed the Limit of Liability stated in the Declarations as applicable to Each Claim. 2. Section Defense and Claim Expenses is deleted and replaced with the following: DEFENSE AND CLAIM EXPENSES A. Defense and Investigation of Claims: The Company shall have the right and duty to defend and investigate any Claim to which coverage under this Coverage Part applies pursuant to the following provisions: 1. Claim Expenses incurred in defending and investigating such Claim shall be in addition to the Professional Liability Each Claim Limits of Liability stated in the Declarations; however, such Claim Expenses incurred in defending and investigating such Claim shall be part of and not in addition to the Professional Liability Coverage Part Aggregate Limit of Liability stated in the Declarations. Such Claim Expenses shall reduce the Coverage Part Aggregate Limit of Liability and shall be applied against the Deductible. The Company shall have no obligation to pay any Damages or to defend or continue to defend any Claim or to pay Claim Expenses after the Professional Liability Limits of Liability stated in the Declarations have been exhausted by payment(s)of Damages and/or Claim Expenses. 2. The Company shall select defense counsel; provided, however, that if the law of the state of the Insured's domicile, stated in Item 2. of the Declarations, allows the Insured to control the selection of defense counsel where a conflict of interest has arisen between the Insured and the Company, the Company will provide a list of attorneys or law firms from which the Insured may designate defense counsel who shall act solely in the interest of the Insured, and the Insured shall direct such defense counsel to cooperate with the Company. Such cooperation shall include: a. Providing on a regular basis, but not less frequently than every three (3) months, written reports on claimed Damages, potential liability, progress of any litigation, any settlement demands, or any investigation developments that materially affect the Claim; b. Providing any other reasonable information requested; c. Providing fully itemized billing on a periodic basis; and d. Cooperating with the Company and the Insured in resolving any discrepancies; MESM 2004 10 12 Pagel of 2 2502 And the fees and costs incurred by such defense counsel, including those fees and costs generated by cooperation with the Company, as stated above, shall be included in Claim Expenses. Such Claim Expenses shall be in addition to the Professional Each Claim Limit of Liability stated in the Declarations; however, such Claim Expenses shall be part of and shall not be in addition to the Professional Liability Coverage Part Aggregate Limit of Liability stated in the Declarations. Such Claim Expenses shall reduce the Professional Liability Coverage Part Aggregate Limit of Liability and shall be applied against the Deductible. All other terms and conditions remain unchanged. MESM 2004 10 12 Page 2 of 2 2503 III POLICY NUMBER: MARKEL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONSENT TO SETTLEMENT - FLORIDA This endorsement modifies insurance provided under the following: SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY INSURANCE POLICY SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY INSURANCE COVERAGE PART SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY COVERAGE PART In consideration of the premium paid, it is hereby understood and agreed that in accordance with Florida Statute, Title XXXVII, Chapter 627.4147, Section Limits of Liability C. is deleted and replaced with the following: C. Consent to Settlement: In accordance with Florida Statute, Title XXXVII, Chapter 627.4147, if a notice of intent to file a Claim for medical malpractice is made against the Insured, the Insured shall cooperate fully in the review process prescribed under Florida Statute, Title XLV, Chapter 766.106. The Company shall have the right to determine, to make, and to conclude, without the permission of the Insured, any offer of admission of liability involved in any arbitration pursuant to Florida Statute, Title XLV, Chapter 766.106, settlement offer or offer of judgment, if the offer is within policy limits of liability and is within the coverage afforded under this policy. No Insured shall have the right, exclusive or otherwise, to veto such Company determination if such offer is within the policy limits. Any offer of admission of liability, settlement offer, or offer of judgment made by the Company shall be made in good faith and in the best interest of the Insured. The Company shall provide to the Insured or the Insured's legal representative by certified mail, return receipt requested, a copy of such final offer of admission of liability involved in arbitration made pursuant to Florida Statute, Title XLV, Chapter 766.106, settlement offer or offer of judgment and at the same time such offer is provided to the claimant. A copy of any final agreement reached between the Company and claimant in such matter shall also be provided to the Insured or the Insured's legal representative by certified mail, return receipt requested not more than 10 days after effecting such agreement. The Company shall not make or conclude, without the permission of the Insured, any offer of admission of liability involved in any arbitration pursuant to Florida Statute, Title XLV, Chapter 766.106, settlement offer or offer of judgment, if the offer is outside the policy limits of liability. In such event, if the Insured is a partnership, professional association, professional corporation or limited liability company, the written consent of an Insured who was formerly but is no longer a member of the partnership, professional association or limited liability company or director, officer, stockholder or employee of a professional corporation will not be required, provided the written consent of the corporate directors, officers, stockholders or employees of a professional corporation, or their duly appointed representatives, has been obtained. All other terms and conditions remain unchanged. MESM 2074-FL 11 12 Page 1 of 1 2504 III POLICY NUMBER : MARKEL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SEXUAL ACTS LIABILITY SCHEDULED DEDUCTIBLE AND RETROACTIVE DATE This endorsement modifies insurance provided under the following but only if such Coverage Part is purchased and attached to this policy: SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY INSURANCE COVERAGE PART—CLAIMS MADE COVERAGE SPECIFIED MEDICAL PROFESSIONS GENERAL LIABILITY INSURANCE COVERAGE PART—CLAIMS MADE COVERAGE SPECIFIED MEDICAL PROFESSIONS GENERAL LIABILITY INSURANCE COVERAGE PART—OCCURRENCE COVERAGE SCHEDULE Deductible: Each Claim Retroactive Date: In consideration of the premium paid, it is hereby understood and agreed that the policy is amended as follows: I. SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY INSURANCE COVERAGE PART is amended as follows: Section INSURING AGREEMENT is amended by the addition of the following: 1. Sexual Acts Liability: The Company shall pay on behalf of the Insured all sums in excess of the Deductible amount stated in the Schedule of this endorsement, which the Insured shall become legally obligated to pay as Damages as a result of a Claim first made against the Insured during the Policy Period or during the Extended Reporting Period, if exercised, and reported to the Company pursuant to Section CLAIMS A., Claim Reporting Provision, for Sexual Injury arising out of any Sexual Act perpetrated or alleged to have been perpetrated by the Insured natural person or by any person for whose actions the Insured is legally responsible, or for allegations that the Insured was negligent in hiring, training or supervising any Insured natural person who perpetrated or is alleged to have perpetrated a Sexual Act resulting in Sexual Injury provided: 1. Such Sexual Act is perpetrated or alleged to have been perpetrated during the Policy Period or on or after the Retroactive Date stated in the Schedule of this endorsement and before the end of the Policy Period; and 2. Prior to the effective date of this policy the Insured had no knowledge of such Sexual Act or any fact, circumstance, situation or incident involving such Sexual Act which may lead a reasonable person in the Insured's position to conclude that a Claim was likely. 2. Section DEFINITIONS is amended by the addition of the following: Sexual Act means sexual abuse, sexual molestation or sexual exploitation arising out of the conduct of the Insured's Professional Services. Sexual Injury means bodily injury, sickness, disease, unlawful detention, false imprisonment, humiliation, emotional distress, mental anguish, sexual dysfunction, invasion of right of privacy, assault or battery, solely when arising out of a Sexual Act. All other terms and conditions remain unchanged. MESM 2144 02 20 Page 1 of 2 2505 POLICY NUMBER : 3. Section THE EXCLUSIONS L. is deleted. 4. Section THE EXCLUSIONS is amended by the addition of the following exclusions: This Coverage Part does not apply to: (i) Any Insured who perpetrates or is alleged to have perpetrated a Sexual Act resulting in Sexual Injury; provided, however, the Company shall defend such Insured and pay Claim Expenses on their behalf unless it is established in fact that such Insured perpetrated such Sexual Act; (ii) Any manager, supervisor, partner, officer, director or trustee who gains knowledge of any actual or alleged Sexual Act and fails to take reasonable care to prevent a future Sexual Act; (iii)Any Claim based upon or arising out of any Sexual Act which is perpetrated or alleged to have been perpetrated by an Insured who previously perpetrated or is alleged to have previously perpetrated a Sexual Act, and after a manager, supervisor, partner, officer, director or trustee has gained knowledge of the previously perpetrated or previously alleged to have been perpetrated Sexual Act; or (iv)Any Claim based upon or arising out of Sexual Injury to any Employee of the Insured. 5. Section LIMITS OF LIABILITY is amended by the addition of the following: F. Limit of Liability - Sexual Acts Liability Coverage: The total liability of the Company for the combined total of Damages and Claim Expenses for all Claims under Sexual Liability Coverage insured herein is limited to: 1. All Claims Made by Each Claimant 2. All Claims under Sexual Acts Liability Coverage G. Multiple Sexual Acts: Two or more Sexual Acts against one person shall be deemed to be one Sexual Act and shall be subject to the coverage and limits in effect at the time of the first Sexual Act. 6. Section LIMITS OF LIABILITY B. is amended by the addition of the following: Subject to Section LIMITS OF LIABILITY F., Limits of Liability- Sexual Acts Liability Coverage, the total liability of the Company under this endorsement for all Damages and Claim Expenses for all Claims insured herein because of Sexual Injury or allegations that the Insured was negligent in hiring, training or supervising any Insured natural person who perpetrated or is alleged to have perpetrated a Sexual Act resulting in Sexual Injury shall be part of and not in addition to the Specified Medical Professions Professional Liability Insurance Coverage Part Aggregate Limit of Liability stated in the Declarations, arising out of all Claims first made against the Insured during the Policy Period and the Extend Reporting Period, if exercised. II. SPECIFIED MEDICAL PROFESSIONS GENERAL LIABILITY INSURANCE COVERAGE PART is amended as follows: 1. Section DEFINITIONS is amended by the addition of the following: Sexual Act means sexual abuse, sexual molestation or sexual exploitation arising out of the conduct of the Insured's Professional Services. Sexual Injury means bodily injury, sickness, disease, unlawful detention, false imprisonment, humiliation, emotional distress, mental anguish, sexual dysfunction, invasion of right of privacy, assault or battery, solely when arising out of a Sexual Act. 2. Section THE EXCLUSIONS A. is amended by the addition of the following exclusions: A. With respect to all Coverages, this Coverage Part does not apply to any Claim: 1. Based upon or arising out of: (i) Any Sexual Injury; or (ii) Any allegations that the Insured was negligent in hiring, training or supervising any person who perpetrated or is alleged to have perpetrated a Sexual Act resulting in Sexual Injury. All other terms and conditions remain unchanged. MESM 2144 02 20 Page 2 of 2 2506 III POLICY NUMBER: MARKEL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CHANGES - MULTIPLE INSUREDS, CLAIMS AND CLAIMANTS This endorsement modifies insurance provided under the following: SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY INSURANCE COVERAGE PART In consideration of the premium paid, it is hereby understood and agreed that this policy is amended as follows: Paragraph E. Multiple Insureds, Claims and Claimants in Section Limits Of Liability is replaced by the following: E. Multiple Insureds, Claims and Claimants: The inclusion herein of more than one Insured in any Claim or the making of Claims by more than one person or organization shall not operate to increase the Limits of Liability stated in the Declarations. More than one Claim arising out of a single act, error or omission or a series of related acts, errors or omissions shall be considered a single Claim. All such Claims, whenever made, shall be deemed to be first made on the date on which the earliest Claim arising out of such act, error or omission or series of related acts, errors or omissions are made, or with regard to written notice given to and accepted by the Company pursuant to Section CLAIMS B., Discovery Clause, on the date within the Policy Period on which such written notice of potential Claim is first received by the Company. The only limits of liability applicable to the Claim are the limits of liability in force for the Policy Period during which the initial Claim was first made. All other terms and conditions remain unchanged. MESM 2147 05 20 Page 1 of 1 2507 III MARKEL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TWO OR MORE COVERAGE PARTS, COVERAGE FORMS, ENDORSEMENTS, OR INSURING AGREEMENTS This endorsement modifies insurance provided under the following: SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY INSURANCE COVERAGE PART SPECIFIED MEDICAL PROFESSIONS GENERAL LIABILITY INSURANCE COVERAGE PART—CLAIMS MADE COVERAGE SPECIFIED MEDICAL PROFESSIONS GENERAL LIABILITY INSURANCE COVERAGE PART—OCCURRENCE COVERAGE The following condition is added to the Common Policy Conditions: Two or More Coverage Parts, Coverage Forms, Endorsements, or Insuring Agreements Issued by the Company If: 1. Any Coverage Part, coverage form, or endorsement; or 2. More than one Insuring Agreement included in any Coverage Part, coverage form, or endorsement; that form part of this policy apply to the same Damages or Claim, the maximum limit of liability under all of the Coverage Parts, coverage forms, endorsements, or insuring agreements will not exceed the highest applicable limit of liability under any one Coverage Part, coverage form, endorsement, or Insuring Agreement. This condition does not apply to Medical Payments coverage, if such coverage applies to Damages or a Claim. All other terms and conditions remain unchanged. MESM 2168 06 23 Page 1 of 1 2508 III POLICY NUMBER: MARKEL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - CORRECTIONAL MEDICINE This endorsement modifies insurance under the following: LOCUM TENENS AND CONTRACT STAFFING PROFESSIONAL LIABILITY INSURANCE COVERAGE PART LOCUM TENENS AND CONTRACT STAFFING GENERAL LIABILITY INSURANCE (INCLUDING PRODUCTS AND COMPLETED OPERATIONS LIABILITY) COVERAGE PART—CLAIMS MADE COVERAGE LOCUM TENENS AND CONTRACT STAFFING GENERAL LIABILITY INSURANCE (INCLUDING PRODUCTS AND COMPLETED OPERATIONS LIABILITY) COVERAGE PART—OCCURRENCE COVERAGE SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY INSURANCE COVERAGE PART SPECIFIED MEDICAL PROFESSIONS GENERAL LIABILITY INSURANCE COVERAGE PART—CLAIMS MADE COVERAGE SPECIFIED MEDICAL PROFESSIONS GENERAL LIABILITY INSURANCE COVERAGE PART—OCCURRENCE COVERAGE In consideration of the premium paid, it is understood and agreed that Section The Exclusions is amended by the addition of the following: This Coverage Part does not apply to any Claim: Based upon, arising out of, or in any way involving the rendering of or failure to render services of a professional nature, including healthcare services and medical services, by the Insured or by any person or organization for whose acts, errors or omissions the Insured is legally responsible, in a correctional facility or center, detention center, jail, penal institution, prison, remand center, reformatory, or any similar center, facility, or institution; All other terms and conditions remain unchanged. MESM 3029 10 19 Page 1 of 1 2509 III I! ARI EIL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - CYBER INCIDENT This endorsement modifies insurance provided under the following: SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY INSURANCE COVERAGE PART A. The following definitions are added to section DEFINITIONS: Computer System means any information technology or operational technology, including, but not limited to, computers, any software and code residing on such computers, network equipment, hardware, firmware, mainframes, servers, electronic products or components, peripheral devices, data storage devices, and any associated devices or equipment (including computers, hardware, software, and input and output devices which are part of an industrial control system, including a supervisory control and data acquisition (SCADA) system) owned or operated by the Insured or any other party. Cyber Incident means any: 1. Unauthorized access to or use of any Computer System by any means, including, but not limited to, malicious code, virus, malware, ransomware, any other harmful code or program, or threat or hoax or series of connected threats regardless of time and place; 2. Partial or total unavailability or failure or series of related partial failures to access, use, or operate any part of any Computer System or otherwise disrupt its normal functioning or operation; 3. Error or omission or series of related errors or omissions involving access to, processing of, use of, or operation of any part of any Computer System; 4. Denial of service attack which disrupts, prevents, or restricts access to or use of any Computer System or otherwise disrupts its normal functioning or operation; 5. Deceptive, misleading, or deceitful electronic instruction by a third party; or 6. Actual or alleged violations of Data Privacy Legislation. Data Privacy Legislation means any law, statute, or regulation associated with the control, correction, collection, protection, retention, handling, disposal, processing, disclosure, sharing, sale, maintenance, acquisition, storage, use, or misuse of, or access to, personal data or personally identifiable information, including, but not limited to, any of the following: 1. Health Insurance Portability and Accountability Act (HIPAA) of 1996, as amended, or the Health Information Technology for Economic and Clinical Health Act (HITECH Act) and their implementing regulations, or protected health-related information under any similar federal, state, local, or foreign law; 2. The Gramm-Leach Bliley Act of 1999 and its implementing regulations; 3. The California Security Breach Notification Act (CA SB 1386)or Massachusetts 201 CMR 17; 4. The Identity Theft Red Flags under the Fair and Accurate Credit Transactions Act of 2003; 5. The Fair Credit Reporting Act; 6. Section 5(a) of the Federal Trade Commission Act, 15 U.S.C. §45(a), but solely for alleged violations of unfair or deceptive acts or practices in or affecting commerce; MESM 3041 02 23 Page 1 of 2 2510 7. The Data Protection Act of 1998 or similar legislation to comply with the European Union Data Protection Directive 95/45/EC of 1995, or the European Union General Data Protection Regulation (GDPR); 8. The New York Cybersecurity Regulation (23 NYCRR Part 500); 9. The California Consumer Privacy Act of 2018; and 10. The Biometric Information Privacy Act. B. Section THE EXCLUSIONS is amended as follows: 1. The following exclusion is added: This Coverage Part does not apply to any Claim resulting from, arising out of, or in connection with an actual or alleged Cyber Incident however, this exclusion does not apply if: 1. Such a Claim is brought and maintained against an Insured for rendering or failing to render Professional Services; 2. An Insured would have incurred liability in the absence of liability for the Cyber Incident as a result of rendering or failing to render Professional Services; and 3. The Damages are otherwise insurable under the laws of the jurisdiction governing interpretation of this policy. However, this exclusion shall also not apply to any Health Insurance Portability and Accountability Act (HIPAA) Claim under the Health Insurance Portability And Accountability Act (HIPPA) - Civil Monetary Penalty Endorsement, if attached to this policy. In no event shall this policy cover business interruption costs, notification costs, crisis consultancy costs, credit monitoring expenses, replacement of actual credit or payment cards, forensic expenses, extortion or ransomware payments, reimbursement of fraudulently-induced payments, or public relations expenses arising out of or in connection with a Cyber Incident. 2. Exclusion E. is deleted in its entirety. 3. Paragraph 4. of Exclusion S. is deleted in its entirety. C. If this policy contains an endorsement adding an insuring agreement that specifically provides coverage that is excluded in Paragraph B.1. above, then the exclusion added by this endorsement does not apply to such insuring agreement solely to the extent of the coverage provided by such endorsement. All other terms and conditions remain unchanged. MESM 3041 02 23 Page 2 of 2 2511 III MARK EL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TRADE OR ECONOMIC SANCTIONS The following is added to this policy: Trade Or Economic Sanctions This insurance does not provide any coverage, and we (the Company) shall not make payment of any claim or provide any benefit hereunder, to the extent that the provision of such coverage, payment of such claim or provision of such benefit would expose us (the Company) to a violation of any applicable trade or economic sanctions, laws or regulations, including but not limited to, those administered and enforced by the United States Treasury Department's Office of Foreign Assets Control (OFAC). All other terms and conditions remain unchanged. MIL 1214 09 17 Page 1 of 1 2512