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HomeMy WebLinkAboutOhana Urgent Group Inc dba Coastal Family Urgent Care; 2026-07-10; HR26031 SERVICES AGREEMENT This Service Agreement (“Agreement”) is made as of _________________ (“Effective Date”), by and between Ohana Urgent Group, Inc, (“Urgent Care”) a California professional medical corporation, dba Coastal Family Urgent Care, having a principal place of business at 6260 El Camino Real, Suite 101, Carlsbad (“Premises”), California and City of Carlsbad, (“Agency”) a municipal corporation, having a principal location at 1635 Faraday Avenue, Carlsbad, California (Urgent Care and Agency referred to collectively as “Parties” and individually as “Party”). RECITALS WHEREAS, Urgent Care is engaged particularly in the business of providing diagnostic testing for COVID -19 and any medical services deemed necessary. WHEREAS, Agency provides public services within city boundaries (“Professional Services”) with personnel which includes Emergency Medical Systems (EMS) employees, first responders, and disaster relief employees (collectively “Professional Personnel”). WHEREAS, Agency desires to obtain from Urgent Care, and Urgent Care desires to provide to Agency testing specific to COVID-19 or any additional requested medical services for Professional Personnel. NOW THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: PART ONE: Scope of Services and Obligations 1.1 Roles of Urgent Care x Consistent with, and subject to, all of the provisions of this Agreement and applicable law, Urgent Care shall perform diagnostic testing pertinent to Coronavirus Disease 2019 (“COVID”) for Professional Personnel of Agency and shall be available for screening and any other requested medical care for treatment of work-related injuries or illnesses (collectively “Services”). 1.2 Roles of Agency. x Agency shall take the appropriate initial steps of screening and completion of required paperwork to the best of their ability of Professional Personnel prior to patient care on Premises. x Agency shall be responsible for any necessary continued medical care once the injured/ill Professional Personnel is discharged or departs Premises. x Agency shall have the right to elect to eliminate any of the Services at any time. 1.3 Obligations of Urgent Care x Urgent Care shall not have or exercise control or supervision over the provision of Agency. x Services will be performed in a skillful and professional manner and in accordance with the applicable medical standards generally required and recognized by the medical profession. x Urgent Care reserves the right to report or refuse Services at Urgent Care's sole discretion if in Urgent Care's sole opinion, Professional Personnel is performing in a manner which is not compliant with the standards of this Agreement. 1.4 Obligations of Agency x Agency represents and warrants that this Agreement has been fully approved by appropriate governing bodies, or authorized management employees. x Agency warrants and agrees it has established and maintains proper isolation measures which are adequate, appropriate and compliant with San Diego County Public Health Guidelines or any appropriate regulatory agency in regard to COVID. x Agency represents Professional Services rendered are compliant of all applicable legal, regulatory, and professional requirements.              HR2603 2 PART TWO: Compensation and Reimbursement of Urgent Care x It is not the purpose of this Agreement to induce or encourage the referral of patients, and there is no requirement under this Agreement or any other agreement between Parties that the other Party refer any patients for any medical services required by the patients. x No payment made under this Agreement is in consideration for the referral of patients, and payments made to Urgent Care under this Agreement are solely intended to compensate Urgent Care for the Services provided by Urgent Care to Agency. x In consideration for the Services to be provided by Urgent Care pursuant to this Agreement, Agency shall pay to Urgent Care the fees provided in Attachment “A” attached hereto and incorporated herein by this reference (“Fee”), up to a maximum of $45,000 per Agreement year, as follows: (i) Urgent Care shall submit an invoice to Agency for Services rendered; (ii) During the Term of this Agreement Agency shall pay Urgent Care, within thirty (30) days from the invoice date (“Payment Date”). Payment by Agency to Urgent Care is not conditioned upon Agency's collection of fees from any patient or third-party payor; and (iii) Any additional expenses or fees will be approved in advance by Agency. x The Fee may require adjustment, from time to time, to reflect the costs of the Services provided. Any changes to the Fee may only be made upon mutual agreement of the Parties reflected in a written amendment to this Agreement. x The Fee and payment thereof are acknowledged as the Parties’ negotiated agreement for the items and services furnished by Urgent Care under this Agreement. x PART THREE: Liability and Indemnification x To the extent not covered by applicable insurance, Urgent Care shall and hereby agrees to indemnify, defend, and hold harmless Agency and its officers, directors, shareholders, employees, agents, and all successor and assigns thereof, from and against any and all claims, demands, damages, costs, expenses (including, but not limited to, court costs and reasonable attorneys’ fees), fines, penalties, suits, proceedings, actions, and causes of action of every kind and nature (“Claims”) arising out of or resulting from or relating to the performance or non-performance by Urgent Care for Professional Services provided hereunder, except for Claims arising from Agency’s negligence or willful misconduct. Urgent Care shall, at its sole cost and expense, assume the defense of Agency in any arbitration, administrative proceeding, or judicial action that might arise in connection with any Claims against which Urgent Care is obligated to indemnify Agency. x To the extent not covered by applicable insurance, Agency agrees to indemnify, defend, and hold harmless Urgent Care and its officers, directors, shareholders, employees, agents, and all successor and assigns thereof, from and against any and all Claims which may be made against Agency arising, growing out of, or in any way connected with Agency that are unrelated to the Services provided by Urgent Care hereunder. Agency shall, at its sole cost and expense, assume the defense of Urgent Care in any arbitration, administrative proceeding, or judicial action that might arise in connection with any Claims against which Agency is obligated to indemnify Urgent Care. x The provisions of this Section Three shall survive the termination of this Agreement. PART FOUR: Files and Records x All medical records developed in connection with Agency shall be retained and maintained in accordance with all applicable state and federal laws relating to the confidentiality and retention thereof. All medical records shall remain the property of Urgent Care, provided, however, that Agency shall be granted access to the medical records upon the request and written consent of Agency’s member as necessary to perform its services under this Agreement, for continuity of care, to defend against any third party claims, or for other appropriate uses consistent with all applicable confidentiality laws and regulations. x Urgent Care shall transfer Agency member’s medical records upon request and written consent in a timely manner, or within such other time period required under applicable Regulatory Requirements. PART FIVE: Term of Agreement 5.1 Termination of Agreement x This Agreement shall take effect on the Effective Date and, unless extended by a subsequent amendment to the Agreement, shall continue until Services are no longer deemed necessary by Agency or until five (5) years from the Effective Date, whichever occurs first.            3 x This Agreement is considered “at will” and may be terminated by either party with or without cause. 5.2 Effects of Termination. x Upon termination of this Agreement, as hereinabove provided, neither Party shall have any further obligations hereunder except for (i) obligations accruing prior to the date of termination; and (ii) obligations, promises, or covenants set forth herein or in those collateral agreements of even date herewith that are expressly made to extend beyond the Term. x Without limiting the preceding, upon the expiration or earlier termination of this Agreement, Urgent Care shall have a right to be paid its Fee based on agreed amount for Services prior to such expiration or termination, whenever such Collected Revenues are collected, including, without limitation, after expiration or earlier termination of this Agreement. PART SIX: Miscellaneous 6.1 Independent Contractor x In the performance of the Services provided by Urgent Care to Agency under this Agreement, it is mutually understood and agreed that Urgent Care is at all times acting and performing as an independent contractor, and nothing in this Agreement is intended nor shall be construed to create between Urgent Care and Agency an employee/employer relationship, a joint venture relationship, or a lease or landlord/tenant relationship. x Neither Party shall neither have nor exercise any control or direction over the methods by which the other Party shall perform its work and functions. 6.2 Proprietary Information x All proprietary information (in various media and forms), as reasonably determined by the Party disclosing such information, shall remain the property of the disclosing Party, including, without limitation, strategic and business plans, third party payor agreements, customer and vendor lists, and pricing materials. Each Party will hold such proprietary information of the other Party in the strictest confidence and will not, without the prior written consent of the disclosing Party, disclose it or allow it to be disclosed, directly or indirectly, to any third party. x x Any usage of materials, images, logos or photographs of the Premises shall require written approval by the other Party prior to publication for any advertising or marketing materials. x This provision shall survive the termination of this Agreement. 6.3 Confidentiality ● For purposes of this Agreement, "Confidential Information" is broadly defined. It includes both Parties confidential or proprietary information, oral or written, relating to the facility, care of patients, and all protocols, health professional training and education protocols, policies and procedures, billing collections, accounting information, patient lists, patient charts, third-party payor information, operating manuals, computer programs, business plans, strategies, forecasts, budget and marketing plans. It does not include information or material which is readily accessible to the public or to a person in the profession. ● During and following the term of this Agreement, both Parties will hold in confidence the Confidential Information and will not disclose the Confidential Information to any person except with the specific prior written consent of the other Party or except as otherwise required by law, such as the California Public Records Act, or expressly permitted by the terms of this Agreement. ● Upon termination of this Agreement, both Parties shall return any and all Confidential Information in the possession or control of to the other Party and shall not use such information for the benefit of the other Party or for the benefit of any other entity. 6.4 HIPAA Compliance x Both Parties agree to comply with the applicable provisions of the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. Section 1320d-I through 8 (“HIPAA Statute”), and the regulations promulgated thereunder including without limitation the federal privacy regulations contained in 45 CFR Part 164 (“Federal Privacy Regulations”), the federal security standards contained in 45 CFR Part 142 (“Federal Security Regulations”) and the federal transaction code set standards contained in 45 CFR Parts 160 and 162 (“Federal Transaction Set Regulations”) (collectively, “HIPAA”). x The Parties agree not to use or further disclose any protected health information as defined in 45 CFR 164.504, or individually identifiable health information, as defined in 42 U.S.C, Section 1320d (collectively “Protected Health Information”), concerning a patient other than as permitted by HIPAA and California law, and the            4 Parties agree to implement appropriate safeguards to prevent the unauthorized use or disclosure of patient’s Protected Health Information in accordance with HIPAA and California law. x Each Party shall make its internal practices, books, and records relative to the use and disclosure of a patient’s Protected Health Information available to the United States Secretary of Health and Human Services to the extent required for determining compliance with HIPAA. Notwithstanding the foregoing, no attorney-client, accountant-client, or other legal privilege shall be deemed waived by either Party by virtue of this section. 6.5 Notices x Any notice, demand, request, or other communication required or permitted to be given hereunder shall be in writing and may be served personally; by United States certified first class mail, postage prepaid, and addressed and delivered to the Party at the address set forth on the signature page hereof; by reputable overnight courier; or by electronic facsimile, electronic mail, or similar electronic transmittal to the Party at the number or email address set forth on the signature page hereof (or at such other address or number as any Party hereto may from time to time designate by notice in the manner provided in this section). x Such notice shall be effective as follows: if delivered personally or by electronic facsimile, electronic mail, or similar electronic transmittal, upon delivery; if by overnight courier, the date shown on such courier’s record of delivery; and, if mailed, two (2) days after it is placed in the mail. x Rejection or other refusal to accept or the inability to deliver because of a changed address of which no notice was given in accordance with the provisions hereof, shall be deemed to be receipt of the notice sent. 6.6 Severability/Governing Law/Venue x The provisions of this Agreement shall be severable, and if any provision shall be prohibited by law, or invalid, or unenforceable in whole or in part for any reason, the remaining provisions shall remain in full force and effect. The provisions of this Agreement shall be governed by, and be construed in accordance with, the laws of the State of California. x The Parties hereto agree that any suit or proceeding arising out of this Agreement may only be brought in the courts of the State of California, County of San Diego or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of California, and each of the Parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. x The Parties hereto each waive any claim that such jurisdiction is not a convenient forum for any such suit or proceeding and any defense of lack of personal jurisdiction. 6.7 Cooperation Regarding Claims and Litigation x Agency shall fully cooperate in assisting Urgent Care and its Services Providers and other duly authorized employees, agents, affiliates, representatives, and attorneys in investigating, defending, or prosecuting incidents involving potential claims or lawsuits arising out of or in connection with the Professional Services provided under this Agreement. x This provision shall survive any termination or expiration of this Agreement. 6.8 Counterparts x This Agreement may be executed in a number of counterparts, each of which executed counterparts shall be deemed an original, and all such counterparts together shall constitute one and the same instrument. Photocopies, facsimile transmissions, or email transmissions of Adobe portable document format files (also known as “PDF” files) of signatures shall be deemed original signatures and shall be fully binding on the Parties to the same extent as original signatures. 6.9 No Waiver x The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a continuing waiver or a waiver of any subsequent breach of either the same or any other provision of this Agreement. 6.10 Remedies; Injunctive Relief x No right, power, or remedy herein conferred upon or reserved to any of the Parties hereto is intended to be exclusive of any other right, power, or remedy or remedies, and each and every right, power, and remedy of any Party hereto pursuant to this Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall to the extent permitted by law be cumulative and concurrent, and shall be in addition to every other right, power, or remedy exercisable pursuant to this Agreement. This provision shall survive the termination of this Agreement. 6.11 Force Majeure            5 x Neither Party shall be liable nor deemed to be in default for any delay or failure in performance under this Agreement or other interruption of service or employment deemed resulting, directly or indirectly, from Acts of God, civil or military authority, acts of public enemy, war, accidents, fires, strikes or other work interruptions, or any similar or dissimilar cause beyond the reasonable control of either Party. However, both Parties shall make good faith efforts to perform under this Agreement in the event of any such circumstance. 6.12 Entire Agreement; Amendments x This Agreement, including each of its attachments and schedules, contains a full and complete expression of the rights and obligations of the Parties regarding the subject matter hereof and it shall supersede all other written or oral agreements heretofore made by the Parties regarding the subject matter hereof. This Agreement may be modified only in writing executed by all Parties hereto. 6.13 Third Party Beneficiaries x Except as expressly set forth elsewhere in this Agreement, this Agreement is solely for the benefit of the Parties hereto and shall not inure to the benefit of any individual or entity not a Party to this Agreement. CONTACT INFORMATION Urgent Care: Ohana Urgent Care Group, Inc., a California medical professional corporation Address: 6260 El Camino Real Suite 101 Carlsbad, CA 92009 Name: Vivian Carlton vcarlton@coastalfamilyuc.com Telephone: (760) 448-6650 Fax: (760) 448-6647 Agency: City of Carlsbad, a California municipal corporation Address: 1635 Faraday Avenue Carlsbad, CA 92008 Name: Sarah Reiswig, Risk Manager sarah.reiswig@carlsbadca.gov Telephone: 442-339-2435            6 AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Administrative Services If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: Cindie K. McMahon, City Attorney BY: _____________________________ City Attorney            7 ATTACHMENT A Fee Schedule Compensation for services provided by Coastal Family Urgent Care located at 6260 El Camino Real, Suite 101, Carlsbad, California for City of Carlsbad during the term of this agreement are set forth below. The fees for additional services have been provided for reference. The fees are dependent on the cost of supplies and subject to change. Procedure Cost Testing of SARS-CoV-2 (COVID-19) by RT-PCR. This fee is inclusive of the screening process required, obtaining, preparing and handling of specimen and submission of required forms. $ 185.00 per patient Testing of SARS-CoV-2 (COVID-19) by Rapid Molecular/NAAT. This fee is inclusive of the screening process required, obtaining, preparing and handling of specimen and submission of required $ 240.00 per patient $ 105.00 per patient Additional collection of specimen and Rapid Molecular/NAAT test for influenza type A and B $ 93.00 per patient $ 45.00 per patient Basic telemedicine service $ 125.00 Basic Office Visit: Includes common complaints such as those associated with upper $ 180.00 $ 280.00 More extensive procedures such as lacerations, incision and $ 380.00 Please Note: This list is not inclusive of all the services provided by our group. Any other service rendered, but not included under this Agreement shall be billed and collected separately.            THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 1 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following is added to Section C.WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s)or organization(s)identified in Paragraphs a.through f.below are additional insureds when you have agreed,in a written contract or written agreement,or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part,provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However,no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE.How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a.Vendors Any person(s)or organization(s)(referred to below as vendor),but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury"or "property damage" included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; (e)Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; (f)Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; Docusign Envelope ID: BB8499A2-3149-84AB-8345-5B06E1A844CA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 2 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h)"Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (i)The exceptions contained in Paragraphs (d) or (f); or (ii)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b.Lessors Of Equipment (1)Any person or organization from whom you lease equipment;but only with respect to their liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your maintenance, operation or use of equipment leased to you by such person or organization. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c.Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises,but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)Any "occurrence"which takes place after you cease to lease that land or be a tenant in that premises; or (b)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. d.Architects, Engineers Or Surveyors (1)Any architect,engineer,or surveyor,but only with respect to liability for "bodily injury","property damage" or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; (b)In the performance of your ongoing operations performed by you or on your behalf; or (c)In connection with "your work"and included within the "products-completed operations hazard",but only if: (i)The written contract,written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring,employment,training or monitoring of others by an insured,if the “bodily injury”,“property Docusign Envelope ID: BB8499A2-3149-84AB-8345-5B06E1A844CA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 3 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service. e.State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1)Any state or governmental agency or subdivision or political subdivision,but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)"Bodily injury","property damage"or "personal and advertising injury"arising out of operations performed for the federal government, state or municipality; or (b)"Bodily injury" or "property damage" included within the "products-completed operations hazard". f.Any Other Party (1)Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a.through e.above,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations performed by you or on your behalf; (b)In connection with your premises owned by or rented to you; or (c)In connection with "your work"and included within the "products-completed operations hazard",but only if: (i)The written contract,written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services, including: (a)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions,reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by an insured,if the “bodily injury”,“property damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. Docusign Envelope ID: BB8499A2-3149-84AB-8345-5B06E1A844CA