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Tri-City Healthcare District; 2020-08-25;
AGREEMENT BETWEEN THE CITY OF CARLSBAD AND TRI-CITY HEALTHCARE DISTRICT FOR EMERGENCY MEDICAL TECHNICIAN-PARAMEDIC FIELD CARE AUDIT SERVICES ,THIS AGREEMENT is made and entered into as of the Q5111." day of /41/4 05.2t , 2006 , by and between the CITY OF CARLSBAD, a municipal corporatin, ("City"), and Tr-City Healthcare District, a California Hospital District, ("Contractor"). RECITALS WHEREAS, the City requires the professional services of a local hospital that is experienced in providing continuing education to emergency medical technicians and paramedics for recertification purposes pursuant to Article 1, Chapter 4 of Division 2.5 of the California Health and Safety Code. WHEREAS, Contractor has the necessary skill, education and experience in providing these professional services, has submitted a proposal to the City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of one year from the date first above written. At least 90 days before the expiration of the term, the City Manager and Contractor may mutually agree to amend the Agreement to extend it for two additional two year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed ten thousand dollars ($10,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City and Contractor elect to extend the Agreement, the amount shall not exceed ten thousand dollars ($10,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has reasonably accepted the work and/or Services specified in Exhibit "A". 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. City Attorney Approved Version 6/12/18 5. INDEMNIFICATION The City is responsible for scheduling each EMT-P field review and attendance and for providing facilities and equipment for training. The City is not responsible for the services provided by Contractor. Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable. Contractor is responsible as the provider of continuing education and is not responsible or liable for the services provided by the City. The City agrees to indemnify and hold harmless the Contractor and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the City, and subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense either party incurs or makes to or on behalf of an injured employee under a workers' compensation plan, including the City's self-administered workers' compensation plan, is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. The City warrants that it is permissively self-insured in compliance with the law of the State of California, that the City's self-insurance covers persons acting on their behalf or under their control, and that the City's self-insurance covers its participation in this Agreement for Field Care Audit Services provided by Tr-City Health Care District. The City shall notify Tr-City of any insurance coverage changes that impact this Agreement at least thirty (30) days prior to the change in accordance with the notice provisions provided herein. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. City Attorney Approved Version 6/12/18 2 For City For Contractor Name Mark Beckert Name Candice Parras Title Battalion Chief Title Director of Emergency Department Department Fire Address 4002 Vista Way City of Carlsbad Oceanside, CA 92056 Address 2560 Orion Way Phone No. Carlsbad, CA 92010 Email ciparrastcmc.com Phone No. 760-931-2141 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes 0 No 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 10. TERMINATION City or Contractor may terminate this Agreement at any time by providing thirty (30) days advance written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. After expiration or termination and upon request of a party, the other party shall assemble all documents owned by the requesting party in the other party's possession and put them in order for proper filing and closing, and deliver said documents to the requesting party. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. City Attorney Approved Version 6/12/18 3 13. ASSIGNMENT Contractor nor City may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 15. OWNERSHIP OF DOCUMENTS All plans, sketches, drawings, reports, instructional materials, tests and specifications as herein required are the property of the Contractor, whether the work for which they are made may be executed or not. In the event this Agreement is terminated and at the end of the term of this Agreement, all such plans, studies, sketches, drawings, reports and specifications shall be retained by the Contractor. City may obtain a copy of the training certification of completion records for any EMT -P for its records. I/ I/ I/ /I /I // /I // // I/ // // /I // // City Attorney Approved Version 6/12/18 4 ael Calde By: Assistant City Attorney Dep 16. 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 By: (sign here) (print narne/title) (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ) ATTEST: BARBARA ENGLESON City Clerk By: Reda/ .60fryo, pep ti C eiv 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: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 5 EXHIBIT "A" SCOPE OF SERVICES Tr-City Healthcare District (Tr-City) will provide continuing education and field care audits to emergency medical technicians and paramedics pursuant to Article 1, Chapter 4 of Division 2.5 of the California Health and Safety Code. Tr-City's work shall materially conform to all applicable statues, laws, regulatiOns, and professional standards for such work. During the term of this Agreement, Tr-City shall remain in good standing as an authorized provider of continuing education for EMT-P recertification. Tr-City will provide the following services: • Develop instructional materials, goals, evaluations, tests, handouts, materials, curriculum vitae and sign-in sheets • Maintain course packets for a period of four (4) years from the date of course completion • Prepare an organized field care review using recorded or written patient care records focusing on the analysis and evaluation of specific interventions or skills provided during Advance Life Support runs • Deliver continuing education in basic and advanced life support knowledge and skills including airway management and cardiac resuscitation for on-duty personnel • Offer instruction by Tr-City staff, physicians or ancillary personnel associated with Tr- City Healthcare District o Use of guest lecturer(s) requires prior written approval from City. For the purposes of this section a "guest lecturer" is a person who is not an employee of Tr-City or physician or ancillary personnel directly associated with Tr-City Healthcare District. Field Care Audit preparation includes: • Identification of trends, areas of interest, knowledge deficits applicable to the pre- hospital environment • Audits of radio calls relating to topics of interest • Research of the following resources and materials: o San Diego County EMS o Protocol updates and changes o Peer reviewed journals o Hospital content experts o Base Stations Physicians Committee o Physicians Audit Committee o Emergency Medical Care Committee o Emergency Medical Oversight Commission o Joint Base Field care audits City Attorney Approved Version 6/12/18 6 o Stroke Advisory Committee o San Diego Cardiac Arrest Task Force o Internet o Relevant pod casts Presentation preparation includes: • PowerPoint development incorporating: o Audio calls o HIPAA compliant lab results, radiology results, patient follow-up related to topics o Patient interviews o MD interviews Field care audit includes: • Two continued education classes per day for three days • Audio and visual equipment setup • Didactic PowerPoint training • Auditory training including relevant radio calls • Hands-on demonstrations using hospital materials • Video training materials • Video testimony from patients and MD • Assessment of training • Relevant San Diego EMS updates • Relevant base and satellite hospital updates • Protocol changes and updates City shall be responsible for: • Scheduling field care audits • Rescheduling field care audits when needed • Provide classroom space and necessary equipment for instructional purposes Compensation terms: • Tr-City will provide continuing education and field care audits up to six (6) times per year for each of the three-fire department shifts o A field care audit includes three days of training time, preparation time and handouts o Costs shall be broken down as follows: o Preparation time: six (6) hours per month x six (6) months at eighty dollars ($80.00) per hour = two thousand eight hundred eighty dollars ($2,880) annually City Attorney Approved Version 6/12/18 7 o Instructional time: twelve (12) hours per month x six (6) months at eighty dollars ($80.00) per hour = five thousand seven hundred sixty dollars ($5,760) annually • Audit preparation and training hours cost $80 per hour • Additional training courses or requests beyond scheduled field card audits cost $80 per hour • Expenses: The City shall not reimburse Tr-City for any expenses incurred by Tr-City in rendering services under this Agreement. • Ceiling: In no event shall City be liable for paying more than ten thousand dollars ($10,000) annually for Tr-City's services rendered per this Agreement. City Attorney Approved Version 6/12/18 8 Tr-City Medical Center Business Associate Agreement This Business Associate Agreement is made a part of any and all agreements entered into by and between Tr-City Healthcare District, a healthcare district organized under the Local Healthcare District Law of the State of California, and the City of Carlsbad, Business Associate (BA). This Business Associate Agreement (BAA) shall become effective on the date executed below. RECITALS A. TCHD is a "Covered Entity" as defined under 45 C.F.R. §160.103. B. TCHD and BA are entering into or have entered into, and may in the future enter into, one or more agreements (each an "Underlying Agreement") as a BA of TCHD. This BAA shall only be operative in the event and to the extent this BAA is incorporated into an Underlying Agreement between TCHD and BA. C. TCHD and BA desire to protect the privacy and provide for security of PHI used by or disclosed to BA in compliance with the HIPAA Rules (Privacy, Security, Breach Notification and Enforcement Rules). D. This BAA is binding on all TCHD clinics (collectively known as TCHD). DEFINITIONS A. Tr-City Healthcare District (TCHD) includes the following entities: Tr-City Medical Center and outpatient clinics, Tr-City Wellness Center outpatient clinics, Tr-City Primary Care and Orthopedic Specialists of North County. B. Business Associate (BA) is a person or organization who, on behalf of TCHD, performs certain functions or activities or services that require the Business Associate to create, receive, maintain or transmit PHI on behalf of TCHD or where TCHD needs to disclose PHI to Business Associate for the services as defined under 45 C.F.R. §160.103. C. Business Associate Agreement (BAA) shall have the same meaning as an Agreement, Contract or Addendum to an applicable Contract or Services Agreement between TCHD and a BA that outlines the specific obligations of the BA related to the Use or Disclosure of TCHD PHI. D. Health Insurance Portability and Accountability Act of 1996 (HIPAA), the regulations promulgated thereunder by the U.S. Department of Health and Human Services (45 C.F.R Parts 160,162 and 164) (HIPAA Regulations), the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH Act), California Civil Code §56 et seq., 01798.82 and 1798.29, and other applicable laws and regulations. The purpose of this BAA is to satisfy certain standards and requirements of HEPAA, the HIPAA Regulations, including 45 CFR §164.504(e), the HITECH Act, including Subtitle D, part 1, as they may be amended from time to time, and similar requirements under California law. E. Protected Health Information (PM) as defined in the HIPAA Regulations as that which iscreated, received, maintained, or transmitted by BA or any Subcontractor on behalf of ICHDand shall also include "medical information" as defined at Cal. Civ. Code §56.05. F. Designated record set are documents, whether maintained in paper, film or electronic formats, that comprise the individual's medical record, billing records, and any documents used in whole or in part by TCHD to make decisions about individuals including copies from another healthcare provider's designated record set. Business Associate Agreement (2020) - 1 Tr-City Medical Center OBLIGATIONS OF BA BA agrees to: A. Comply with the requirements of the Privacy Rule that apply to TCHD in carrying out such obligations, to the extent BA carries out any obligations of TCHD under the Privacy Rule. BA also agrees to comply with the requirements of California state privacy laws and regulations that apply to TCHD in carrying out such obligations, to the extent BA carries out any obligations of TCHD under California Civil Code §1798 et seq., California Civil Code §56 et seq., and California Health & Safety Code §§1280.15 and 1280.18, as applicable, unless otherwise mutually agreed to by BA and TCHD. B. Not Use or Disclose PHI other than as permitted or required by the Underlying Agreement or as required by law. A BA is directly liable under the HIPAA Rules and subject to civil and, in some cases, criminal penalties for making uses and disclosures of PHI that are not authorized by its contract or required by law. C. Use appropriate safeguards, and comply, where applicable, with 45 C.F.R. §164 Subpart C with respect to ePHI, to prevent the Use or Disclosure of PHI, including implementing of the HIPAA Security Rule with regard to ePHI, other than as provided for by the Underlying Agreement(s) and the BAA. A BA is also directly liable and subject to civil penalties for failing to safeguard ePHI in accordance with the HIPAA Security Rule (Omnibus Rule). D. Notify TCHD's Chief Compliance and Privacy Officer, orally and in writing, as soon as possible, but in no event more than five (5) business days, after BA becomes aware of any Use or Disclosure of the PHI not permitted or required by the BAA or Underlying Agreement(s), including breaches of unsecured PHI as required by 45 C.F .R. §164.410 and potential compromises of TCHD PHI, including potential inappropriate access, acquisition, use or disclosure of TCHD PHI (each, collectively an "Incident"). BA shall be deemed to be aware of any such Incident, as of the first day on which it becomes aware of it, or by exercising reasonable diligence, should have been known to its officers, employees, agents or sub- suppliers. The notification to TCHD shall include, to the extent possible, each individual whose unsecured PHI has been, or is reasonably believed by BA to have been, accessed, acquired, used or disclosed during such incident. BA shall further provide TCHD with any other available information that TCHD is required to include in a notification to affected individuals at the time of the notification to TCHD, or promptly thereafter as information becomes available. BA shall take prompt corrective action to remedy any such Incident, and, as soon as possible, shall provide to TCHD in writing: (i) the actions initiated by the BA to mitigate, to the extent practicable, any harmful effect of such Incident; and (ii) the corrective action BA has initiated or plans to initiate to prevent future similar Incidents. E. Ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of the BA agree to the same restrictions, conditions, and requirements that apply to the BA with respect to such PHI. F. If BA maintains PHI in a Designated Record Set, BA shall make the PHI in the Designated Record Set available to TCHD, within five (5) business days from the date requested, or if directed by TCHD to the individual or the individual's designee, as necessary to satisfy TCHD's obligations under 45 C.F.R. §164.524. G. If BA maintains PHI in a Designated Record Set, BA shall make any amendments directed or agreed to by TCHD pursuant to 45 C.F.R. §164.526, or take other measures as necessary to satisfy TCHD obligations under 45 C.F.R. §164.526. Business Associate Agreement (2020) - 2 Tri-City Medical Center H. Maintain and make available, within five (5) business days, the information required to provide an accounting of disclosures to TCHD, or if directed by TCHD to the individual, as necessary to satisfy TCHD's obligations under 45 C.F.R. §164.528. I. Make its internal practices, books, and records, relating to the Use and Disclosure of PHI available to TCHD, and to the Secretary for purposes of determining TCHD's compliance with HIPAA, HITECH and their implementing regulations. PERMITTED USES AND DISCLOSURES BY BA A. BA may only use or disclose the Minimum Necessary (as defined in TCHD's Administrative Policy 8610-594) PHI to perform the services set forth in the Underlying Agreement or as required by law. B. BA may not use or disclose PHI in a manner that would violate Subpart E of 45 C.F.R. Part 164 if done by covered entity, except for the specific Uses and Disclosures set forth below: a. BA may disclose PHI for the proper management and administration of BA or to carry out the legal responsibilities of the BA, provided the Disclosures are required by law, or BA obtains reasonable assurances from the person to whom the information is disclosed, that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies BA of any instances of which it is aware in which the confidentiality of the information has been breached. TERM AND TERMINATION A. Termination for Cause. TCH may terminate this BAA and any Underlying Agreement(s), if TCHD determines BA has violated a material term of the BAA. B. Upon termination of this BAA for any reason, with respect to PHI received from TCHD, or created, maintained, or received by BA on behalf of TCHD, BA shall return to TCHD, or if agreed to by TCHD, destroy, all such PHI that BA still maintains in any form, and retain no copies of such PHI. C. To the extent return or destruction of TCHD PHI is not feasible, BA shall (1) retain only that PHI that is necessary for BA to continue its proper management and administration or to carry out its legal responsibilities; and (2) continue to use appropriate safeguards for such TCHD PHI and comply with Subpart C of 45 C.F.R. Part 164 with respect to ePHI to prevent Use and Disclosure of the PHI, other than as provided for in this section, for as long as BA retains the PHI. D. Amendments. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with requirements of the HIPAA Rules and any other applicable law. E Interpretation. Any ambiguity in this BA shall be interpreted to permit compliance with the HIPAA Rules and Regulations. F. Survival. The obligations of the BA shall survive the termination of this BAA and any Underlying Agreement(s). G. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Business Associate Agreement (2020) - 3 Tr-City Medical Center IN WITNESS WHEREOF, the Parties have executed this Business Associate Agreement to be effective when signed by authorized representatives of both Parties. For TRI-CITYHEA THC RE DISTRICT For BUSINESS ASSOCIATE By: By: Name: C3-1-,Qi) L D \o--\-1(N.} Name: Title: PO Title: Date: 6 Date: / - --7-6.2.0 Business Associate Agreement (2020) - 4 (8)Tri-City Health Care District Oceanside, California Administrative Policy Manual ISSUE DATE: 9/91 SUBJECT: Signature Authority REVISION DATE: 1/06; 05/09; 07/10; 5/14 POLICY NUMBER: 8610-232 Administrative Policies & Procedures Committee Approval: 05/14 Finance/Operations & Planning Committee Approval: 05/14 Board of Directors Approval: 06/14 A. PURPOSE: 1. To establish operational parameters related to the initiation of and the approval of expenses and capital expenditures. B. POLICY: 1. Levels of signature authorities at Tr-City Medical Center are established to ensure proper measurable internal controls and accountability for various expenditure types handling and accountability for various expenditure types. All identified categories of expenditures shall require approval by the next tier of management when an approval limit is exceeded. DEFINITIONS: 1. Capital Items, Construction: All capital purchases are subject to Administrative Policy # 252, Purchase of Budgeted Capital Assets. 2. Authorization matrix does not supersede statutory limits, including those summarized in Exhibit A of Board Policy #13-013. ATTACHMENT: 1. All signature authority levels are established according to the attached Approval and Authorization Matrix. APPROVAL AND AUTHORIZATION MATRIX CATEGORY DIRECTOR, SENIOR DIRECTOR & VP CFO, COO, CNE & CMO CEO BOARD Capital Assets NTE $5,000 The Senior Facilities Executive/Manager only NTE $50,000 for construction, medical or surgical equipment and GPO purchases, or $25,000, as defined by Health & Safety Code 32132 NTE $250,000 for construction, medical or surgical equipment and GPO purchases; or $25,000, as defined by Health & Safety code 32132 Over $250,000 requires Board Action & Approval Capital Equipment and Construction Change Orders to Construction Projects NTE $50,000 or 5% of the construction contract value, whichever is less NTE $100,000 or 5% of the construction contract value, whichever is less Over $100,000 or 5% of construction contract value requires Board Action and Approval. Sponsorships & philanthropic and agreements Community Community Nonoperational Nonoperational promotional promotional Sponsorships & philanthropic and agreements over $25,000 require Board Action and Approval. Contracts and NEVER NEVER CEO or designee only after Board Approval Requires Board Action & Approval Agreements Physician Agreements Revised 6.14 APPROVAL AND AUTHORIZATION MATRIX CATEGORY DIRECTOR, SENIOR DIRECTOR & VP CFO, COO, CNE & CMO CEO BOARD Third Party Payor Agreements NEVER NEVER CEO or designee only NA All other Agreements COO or CFO NTE $50,000, or $25,000 as defined by Health & Safety Code 32132, and excluding contracts for legal services CEO or designee NTE $250,000, or $25,000 as defined by Health & Safety Code 32132, and excluding contracts for legal services Over $250,000 requires Board Action & Approval, including contracts for legal services Travel & Education Direct reporting departments up to FY Budget (subject to AP &P270) Direct reporting department directors up to FY budget (subject to AP & P270) Direct reports and Vice Presidents (subject to AP&P 270) Subject to Board policy # 04-036 Staffinq/Waqe & None Replacement only, no status changes or unbudgeted All new, replacement and unbudgeted CEO and Board Chair co-signature on all C- Level contracts Salary Personnel Requisitions Pay Rates New Hires Direct Departments in conjunction with H.R, and second level management approval. Direct Departments in conjunction with H.R. and second level management approval. Direct reports and Vice Presidents excluding C-Suite, CEO and Board Chair co-signature on all C- Level contracts Pay Rate Adjustments for Incumbents Direct Departments, Directors and below Vice Presidents and Direct reports excluding C-Level All C-Level Revised 6.14 APPROVAL AND AUTHORIZATION MATRIX CATEGORY DIRECTOR, SENIOR DIRECTOR & VP CFO, COO, CNE & CMO CEO BOARD Payline Market Adjustments and special Practice guidelines NA V.P of Human Resources in conjunction with C-Level over area or position in question VP of Human Resources in conjunction with C-Level over area or position in question NA Corrective Action Plan Direct Departments, verbal, written warning Direct Report and VP of Human Resources VP of Human Resources in conjunction with C-Level over area or position in question NA Time Cards Direct Departments Direct reports Direct Reports Revised 6.14 Y 0 ACCIRD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER McGriff Insurance Services 4480 Willow Road Suite 110 Pleasanton CA 94588 CONTACT NAME: Teagan Chastain PHONE FAX (A/C. No. Eat): (415) 671-4568 (A/C, No): 888-770-1945 E-MAIL ADDRESS: TChastain@mcgriffinsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Client Self Insured Plan INSURED 307TRICITY Tr-City Healthcare District dba: Tri City Medical Center 4002 Vista Way Oceanside CA 92056 INSURER B: Philadelphia Indemnity Insurance Co. 18058 INSURER C: Steadfast Insurance Company 26387 INSURER D: INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 1054736815 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MM/DDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY OCCUR Self-Insured 7/1/2020 7/1/2021 EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ GEN'L PERSONAL & ADV INJURY $ AGGREGATE LIMIT APPLIES POLICY JEPRO- CT OTHER: PER: LOC GENERAL AGGREGATE $ NIL PRODUCTS - COMP/OP AGG $ $ B X AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON-OWNED AUTOS ONLY PHPK2140250 7/1/2020 7/1/2021 COMBINED dent) SINGLE LIMIT (Ea acci $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ C X UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE HPC137879901 7/1/2020 7/1/2021 EACH OCCURRENCE $ 20,000,000 1 AGGREGATE $ 20,000,000 DED X RETENTION $ inn (Inn IN EXCESS OF $ 2,000,000 A WORKERS COMPENSATION AND EMPLOYERS LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS YIN N/A Self-Insured 1/1/2019 1/1/2021 PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ below E.L. DISEASE - POLICY LIMIT $ A Professional Liability Self-Insured 7/1/2020 7/1/2021 Per-Claim or Incident Aggregate $2,000,000 NIL DESCRIPTION OF OPERATIONS! LOCATIONS! VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Excess Workers Compensation Carrier: Safety National Casualty Corporation Policy # SP 4059551 Term: 1/01/2019 - 1/01/2021 Max Limit Indemnity Per Occurrence: Statutory SIR: $750,000 Employers Liability: $1,000,000 Per Occurrence See Attached... CERTIFICATE HOLDER CANCELLATION City of Carlsbad 2560 Orion Way Carlsbad CA 92010 i SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE atif 711404°,14,0' © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE AGENCY CUSTOMER ID: 307TRICITY ---"-"Ntj AACCPREP LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY McGriff Insurance Services NAMED INSURED Tr-City Healthcare District dba: Tri City Medical Center 4002 Vista Way Oceanside CA 92056 POLICY NUMBER CARRIER 1 NAIC CODE IEFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE• CERTIFICATE OF LIABILITY INSURANCE Certificate Holder is included as Additional Insured to the Umbrella Policy afforded, as required by contract, per Endorsement #U-HUC-880-A CW 07/10. *The attached forms apply as required per written contract or agreement between the listed parties and the insured, which are subject to the policy provisions. In the absence of such written contract or written agreement the attached forms may not be applicable. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Internal Use Only Policy #HPC137879901 0 Health Care Umbrella Liability Policy ZURICH TABLE OF CONTENTS INSURING AGREEMENTS Page 2 A. Coverage A - Health Care Professional Liability Insurance 2 B. Coverage B - Umbrella Liability Insurance 3 C. Coverage C - Excess Follow Form Liability Insurar.i6e II. LIMITS OF INSURANCE 3. III. DEFENSE AND SUPPLEMENTARY PAYMENTS 4 IV. EXCLUSIONS 5 V. DEFINITIONS 12 VI. EXTENDED REPORTING PERIOD . 20 VII. CONDITIONS 21 ... ...... ..• ... U-HCU-880-A CW (07/10) Page 1 of 25 Internal Use Only Health Care Umbrella Liability Policy ZURICH THIS POLICY MAY CONTAIN BOTH CLAIMS MADE AND OCCURRENCE COVERAGES. THERE ARE PROVISIONS IN THIS POLICY THAT RESTRICT COVERAGE. READ THE ENTIRE POLICY CAREFULLY TO DETERMINE YOUR RIGHTS, DUTIES AND WHAT IS AND IS NOT COVERED. Throughout this policy the words "you" and "your" refer to the named insured shown in the Declarations, and any other person or organization qualifying as a named insured under this policy The words "we", "us" and "our" refer to the company providing this insurance. The word insured means any person or organization qualifying as such in SECTION V. DEFINITIONS of this policy. Words and phrases that are printed in bold-face type are defined in this policy -These qefirqtions are found in SECTION V. DEFINITIONS of this policy or in the specific policy provision where they appear. In consideration of the payment of the premium and in reliance uporLthe statementS1h. the Declarations and in accordance with the provisions of this policy we agree with you to provide coverage as follovkiS7'. SECTION I. INSURING AGREEMENTS A. Coverage A — Health Care Professional Liability Insurance Indemnity and Automatic Extended Reporting 1. Under Coverage A. we will pay on behalf of the insured those:sums that the insured becomes legally obligated to pay as damages because of injury caused by a medical incident to which this insurance applies. We will pay only such damages that are in excess of the Retained Limit specified in Item 4. of the Declarations or that are in excess of the applicable underlying limit, whicheYer is:greater. 2. This insurance applies to injury only if: a. The injury is caused by a medical incident that takes pface:in the coverage territory; b. The medical incident occurred on or after.:the Retroactive Date shown in the Declarations and before the end of the policy perioIt and C . Either: : (1) The specific circumstances of fh.e'.. 'medical incident are first reported to us in writing by any insured durinqithe policy period; or (2) A: claim JSifirst made against any.Insured and first reported to us in writing by any insured: (a) During:the policy period; ..... (b) Within sixty(04dayeaffer the expiration of the policy period; or (c) During an Optionals•Extended Reporting Period we provide in accordance with SECTION VI. EXTENDED REPORTING PERIOD, if applicable, in accordance with paragraph 3. below. 3. The specific circumstances of the medical incident or claim arising out of such medical incident shall be considered to be first reported or made at the earlier of the following times: a. The date we first receive written notice of the specific circumstances of the medical incident from any insured; or U-HCU-880-A CW (07/10) Page 2 of 25 Internal Use Only b. The date we first receive written notice of such claim from any insured. However, if more than one claim arises out of a medical incident, then all claims arising out of such medical incident will be deemed to have been received when we receive written notice of the first of such claims from any insured. B. Coverage B - Umbrella Liability Insurance Under Coverage B, we will pay on behalf of the insured those sums that the insured becomes legally obligated to pay as damages by reason of liability: 1. Imposed by law because of bodily injury, property damage, or personal and advertising injury; or 2. Assumed under an insured contract because of bodily injury or property damage; covered by this insurance but only if the injury, damage or offense arises out of your business, takes place during the policy period of this policy and is caused by an occurrence happening within the coverage territory. We will pay only such damages that are in excess of the Retained Limit specified in Item 4. of the Declarations or that are in excess of the amount payable by alternative insurance as listed in the Schedule of Underlying Self-Insurance, whichever is greater. Coverage B does not apply to any claim for which insurance is afforded under:underlying insurance or would have been afforded except for the exhaustion of the Limits of Insurance of underlying insurance, C. Coverage C - Excess Follow Form Liability Insurance Under Coverage C, we will pay on behalf of the insured those sums irj excess of the total applicable limits of underlying insurance that the insured is legally obligated to pay as damages to which this insurance applies With respect to Coverage C, this policy includes: „... 1. 1. The terms and conditions of underlying insurance except where such teri*Siarid conditions are inconsistent or conflict with the terms and conditions referred to in paragraph 2. below; and- . 2. The terms and conditions that apply to Coverage C of thispaliCy Notwithstanding anything to the contrary contained above, ii underlying 'insurance does not apply to damages, for reasons other than exhaustion of applicable Limits of Insurance by 'payment :of 'claims, then Coverage C does not apply to such damages. We will pay such damages in excess of the total apPEibable limit of Underlying insurance. The amount we will pay for claims under Coveragektoverage B or' Coverage C is limited as described in SECTION II. LIMITS OF INSURANCE. - We have no obligation with respectio•any•settlement made without our consent, Bodily injury or property 1101-age that occurs :djiiing the poliCY: Period and was not, prior to the policy period, known to have occurred by any designated insured inclUdeS any continuation, change or resumption of that bodily injury or property damage after, theipolicy period; and Bodily injury or property damage will be deemed 0 have been known to have occurred at the earliest time when any designated insured: 1. Reports all, or any part,,i5fittie bodily injury or property damage to us or any other insurer: 2. Receives a written or verboliKiornarlo or claim for damages because of the bodily injury or property damage; Or 3. Becomes aware by any other means that bodily injury or property damage has occurred or has begun to occur. SECTION II. LIMITS OF INSURANCE A. The Limits of Insurance shown in the Declarations and the rules below describe the most we will pay, regardless of the number of insureds, claims made, or persons or organizations making claims. B. The Health Care Professional Liability Aggregate Limit shown in Item 4. of the Declarations is the most we will pay for the sum of all damages and defense and supplementary payments because of all injury caused by all medical incidents for which insurance is provided under this policy under Coverage A. U-HCU-880-A OW (07/10) Page 3 of 25 Internal Use Only C. The Other Coverage Aggregate Limit shown in Item 4. of the Declarations is the most we will pay for the sum of all damages and defense and supplementary payments because of all occurrences for which insurance is provided under this policy, except for damages covered under Coverage A. D. Subject to paragraph C. above, the Other Coverage Aggregate Limit, or paragraph B. above, the Health Care Professional Liability Aggregate Limit, whichever applies, the Specific Loss Limit shown in Item 4. of the Declarations is the most we will pay for all damages and defense and supplementary payments because of: 1. Any one medical incident for which insurance is provided under Coverage A of this policy; or 2. Any one occurrence for which insurance is provided under Coverage B or Coverage C of this policy. If a single event results in a claim to which multiple coverages apply, our total liability for such single event shall not exceed the amount stated as the Specific Loss Limit. E. Any self insured retention amount listed on the Schedule of Underlying Self-Insurance shall be considered eroded or exhausted only by the actual payment of claims that would be insured by the provisions of this policy or underlying expenses incurred in defending those claims. F. If we are prevented by law from paying on behalf of the insured, then where pertnitted by law, we will indemnify the insured for those sums in excess of the applicable underlying limit. G. Coverage C applies only in excess of the greater of the actual Limits c.). f. Insurance .of underlying insurance or the Limits of Insurance shown on the Schedule of Underlying Insurance forning a pert of this:policy, „.. SECTION III. DEFENSE AND SUPPLEMENTARY PAYMENTS A. We have the right and duty to assume control of the investigation andAefend:and settle any claim to which this insurance applies; 1. Under Coverage A and Coverage B. when damages are:sought for a medical incident, bodily injury, property damage or personal and advertising injuryirithiCh no underlying insurance or alternative insurance applies: or 2. Under Coverage C, when the applicable limit of undOrlyinOnsurance:has been exhausted by payment of claims. B. We will obtain your consent prior to entering into: any settlement:cif:any,tlaim which is equal to or greater than the applicable underlying limit. If, however, you refaSe to consent to:any settlement recommended by us and elect to contest the claim or continue with any legal proceedings in connection with such claim, our liability for that claim shall not exceed the amount deter:700:0y. subtracting the applicable underlying limit from the amount which the claim could have been settled;:rncludif4i-eaSonable expenses . incurred to the date of such refusal. C. In those circumstances.Where paragraph A. above applies:we will pay our expenses and the following to the extent that they are not included in underlying insurance: 1. Up to $2,000 I:PT:the:cost of bail bonds, We:do not have to furnish these bonds. 2. The cost of bonds to release attachmentsi:but only for bond amounts within the amount of insurance available; We do not have to fufnish:these bonds. .... ,.„ 3. Reasonable expenses indurroo by the:insured at our request to assist us in the investigation or defense of the claim, including actual losS eernings because of time off from work 4. All court costs taxed against the insured in the suit. However, these payments do not include attorneys' fees or attorneys' expenses taxed. Against the insured. 5. Pre-judgment interest awarded against the insured on that part of the judgment we pay. However, if we make an offer to pay the applicable Limit of Insurance, we will not pay any pre-judgment interest based on that period of time after the offer, 6. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid. offered to pay, or deposited in court that part of the judgment that is within the applicable Limits of Insurance, D. In those circumstances where paragraph A. above does not apply, we do not have the duty to assume control of the investigation and settlement of any claim. We do, however, have the right to participate in the investigation and U-HCU-880-A CW (07/10) Page 4 of 25 Internal Use Only settlement of any claim, or defense of any suit that we feel may create liability on our part under the terms of this policy. If we exercise this right, we will do so at our expense. E. All defense and supplementary payments payable under this policy will reduce the Limits of Insurance. We will not investigate and settle any claim after we have exhausted the applicable Limit of Insurance as stated in Item 4. of the Declarations. If we are prevented by law from carrying out the provisions of Section III. paragraph A. above, we will pay any expense incurred with our consent. SECTION IV. EXCLUSIONS This policy does not apply: A. ABUSIVE ACTS 1. To any claim, liability, damage, cost or expense arising out of sexual intimacy, sexual molestation, sexual harassment, sexual exploitation, or sexual assault of any kind; or 2. To any claim, liability, damage, cost or expense arising out Of .ft.1,:riegent,:employment, investigation, supervision, reporting to proper authorities, or failure to so report, or retention & a Person for whom an insured is or ever was legally responsible and whose conduct would be excluded by paregraph 1. However, we agree to defend any claim arising from the conditions described in this bsragraph.,.'subleatp the terms of this policy, until the allegations described in this paragraph are proven by a'fihal adjudication .' :,!t the final adjudication is against an insured, the first named insured upon our written demaridbrees to reimburse:us•within thirty (30) days for all underlying expenses incurred in defending such claim. However, any actual payment of covered claims made under the underlying: nwrance or alternative insurance on account of any sexual misconduct, subject to our policy's terms and conditions shall be recognized by us as contributing to the reduction of the Limit of Liability of the underlying iri,surance or alternative insurance. B. AIRCRAFT, AUTOS OR WATERCRAFT Under Coverage B only, to any claim, liability, damage, cost:or expense:arising out of the ownership, maintenance, operation, use, loading or unloading or entrustment to:otherS'Of any: 1. Aircraft owned by you or rented, loaned or chartered by or Ofi behalf:of you without crew; 2. Auto; or 3. Watercraft owned by you .P.X0OPPwaterCraft white:.Ntiore on premises you own or rent. This exclusion applies eysn• if the ClaTinagainst arry:insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or'indnitoring of others by that insured„ C. ASBESTOS To any claim, liabiKiaalllage, cost or expens'e:arising out of or relating in any way to: 1. Asbestos or whicIT:woj.„0, not have occurred in whole or in part but for the actual, alleged or threatened discharge, dispersal, releaSeleakageuieaching, friability, flaking escape or presence of asbestos, regardless of whether any other cause,: event, material or product contributed concurrently or in any sequence to the injury or damage; or 2. Any: a. Request, demand, order, statutory or regulatory requirement, direction or determination, that any insured or others test for, investigate, monitor, clean up, remove, study, contain, treat, encapsulate, control or take any other action regarding asbestos; or b. Claim arising out of or relating in any way to any request, demand, order, statutory or regulatory requirement, direction or determination than any insured or others test for, investigate, monitor, clean up, remove, study, contain, treat, encapsulate, control or take any other action regarding asbestos. ILL-HOU-880-A OW (07/10) Page 5 of 25 Internal Use Only D. CONTRACTUAL LIABILITY Under Coverage A only, to any claim, liability, damage, cost or expense for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to any claim, liability, damage, cost or expense that the insured would have in the absence of the contract or agreement. E. DISHONEST, FRAUDULENT, CRIMINAL, MALICIOUS OR INTENTIONAL ACT To any claim, liability, damage, cost or expense arising out of any dishonest, fraudulent, criminal, malicious or intentional act committed by any insured, including the willful or reckless violation of any statute. F. EMPLOYEE INJURY Under Coverage A and Coverage B only: 1. To any injury to an employee of the insured arising out of and in the course of employment by the insured; or 2. To any injury to the spouse, domestic partner, child, parent, brother, or sister of that employee as a consequence of exclusion F.1. above. This exclusion applies whether the insured may be liable as an emplOyer: or iirj any:other capacity, or to any obligation to share damages with or repay someone else who must pay darriaiqes because of an injury. G. EMPLOYMENT PRACTICES To any claim, liability, damage, cost or expense arising out of any bodilit,irijury or persiiiiii and advertising injury to: : A person arising out of any: a. Failure to employ or promote that person; b. Termination of that person's employment, including actrojimalleged constrgctive dismissal; c. Employment-related practices, policies, acts or ornissione;:inckjding ;but .not limited to injury arising from coercion, demotion, evaluation, reassignment, disCipline, defamation harassment molestation, humiliation, retaliation, hostile work environment, discrimination Or malicious otOS'O'cution directed at that person: or 2. The spouse, domestic partner, child, parent, brother or sister•of that person as a consequence of any bodily injury or personal and advertising injury:to:that person atiiiihoin any of the employment related practices described in subparagraphs a., b., or C. aboVeit.directed. This exclusion applies: . 1. Whether the injury ceUSIng event:described in paragraph G.1. above occurs before employment, during employment or after employment of that Person; 2. Whether the insured may be held liable as:an employer or in any other capacity; or 3. To any obligatiOniteithare damages with Or repay someone who must pay damages because of the injury. H. ERISA To any claim, liability, damage, cost or expense under the Employees ° Retirement Income Security (E.R.I.S.A of 1974 as now or hereafter amend-- FIDUCIARY LIABILITY Under Coverage C only, to any claim, liability, damage, cost or expense arising of7 1. The ownership, maintenance, use or entrustment to others of any property, real, personal or intangible, including all related operations, for which any insured or any person for whose acts any insured is legally liable is acting or is obligated to act in a fiduciary or representative capacity; or 2. The loss, depreciation in value or damage to any property, real, personal or intangible, for which any insured or any person for whose acts any insured is legally liable is acting in a fiduciary or representative capacity. U-HCU-880-A OW (07/10) Page 6 of 25 ... ..... Internal Use Only J. FUNGUS OR BACTERIA Under Coverage B and Coverage C only, to any claim, liability, damage, cost or expense arising out of bodily injury, property damage or personal and advertising injury caused directly or indirectly by the actual. alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or presence of any: 1. Fungi or bacteria; or 2. Substance, vapor or gas produced by or arising out of any fungi or bacteria. Loss, costs or expenses arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating or disposing of, or in any way responding to, or assessing the effects of, fungi or bacteria, by any insured or by any other person or entity are excluded. This exclusion does not apply to any claim, liability, damage, cost or expense caused by fungi or bacteria that are, are on, or are contained in, an edible good or edible product intended for human or animal consumption. K. IMPAIRED PROPERTY Under Coverage B only, to property damage to impaired property or property that has. not been physically injured . • arising out of: . 1. A defect, deficiency, inadequacy or dangerous condition in your product or your work: or 2. A delay or failure by you or anyone acting on your behalf to perforin:a contract or agreement in;accordance with its terms. To any claim which is initiated, alleged, or caused to be brought abOOt'l:.).y any insured 'covered by this policy against any other insured covered by this policy. This exclusion:idoes not :apply if .the :Claim arises out of an insured providing professional medical services to another insured; : :::: M. INTANGIBLE PROPERTY To any claim, liability, damage, cost or expense,ariSing out of th,Opss,cif, loss of use of, damage to, corruption of, inability to access, or inability to nnanipulate,bt4rocess intangible iProperty. For purposes of this insurance, electronic data is intangible property. : N. INTENTIONAL INJURY To bodily injury or property damage expec,:te0 or intenCh0 from the standpoint of the insured. This exclusion does not apply to bodily inhiry or property darria::0# resulting from the use of reasonable force to protect persons or property.. 0, LIQUOR LIABILITY' Under Coverage B only, to :bodily Injury or itOperty damage for which any insured may be held liable by reason of: 1. Causing or contributing tOlheitttoxidation of any person; 2. The furnishing of alcoholic besiarages to a person under the legal drinking age or under the influence of alcohol; or • 3. Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. P. MANAGED CARE Under Coverage A and Coverage B only, to any claim, liability, damage. cost arising out of wrongful acts committed by the insured and arising out of the rendering of or failure to render professional services. u-HCU-880-A OW (07/10) Page 7 of 25 ... This exclusion does not apply to the loss of use of other property arising olititifisudden and adoldental physical injury to your product or your work after it has been put to its intended use. L. INSURED VS. INSURED Internal Use Only Q. NUCLEAR 1. To any claim, liability, damage, cost or expense with respect to which any insured under this 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 Limits of Insurance; or 2. To any claim, liability, damage, cost or expense resulting from the hazardous properties of nuclear material and with respect to which: a. A person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or b. Any insured is, or had this policy not been issued would be, entitled to indemnity 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; or 3. To any injury or nuclear property damage resulting from the hazardous properties of nuclear material, if: a. The nuclear material: (1) Is at any nuclear facility owned by, or operated by or on.b6i-iaff of, aiiy. u red ; (2) Has been discharged or dispersed therefrom: b. The nuclear material is contained in spent fuel or waste::at.:alny time possessed; handled, used, processed, stored, transported or disposed of by or on behalf of-arty:insured; or c. The injury or nuclear property damage arises out of the furniShingbyany insured of services, materials, parts or equipment in connection with the planning, construction, maintonance. 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 subparagraph c„ applies' only to nuclear property damage to such nuclear facility and any property thereat. Solely with respect to damages because of bodily injury, tis exciliisiori:dbesi'iot apply if such damage occurs on the insureds premises or results from the practice of:mediCine, As used in this exclusion: .... a. Hazardous properties include radioactivettii.d0.or explosive prOirties, b. Nuclear facility means: , (1) Any nuclear reactor; (2) Any equipmentor device designed•anused for: (a) Sepeiratibg the isotopes of uranium or plutonium, (b) Processing or, utilizing spent fu or (c) Handling, processing or packaging waste (3) Any equipment or device:used:kir the processing, fabricating or alloying of special nuclear material if at any time the total arriOlitTof Such material in the custody of any 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; or (4) 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. c. Nuclear material means source material, special nuclear material or by-product material. d. Nuclear property damage includes all forms of radioactive contamination of property. e. 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. U-HOU-880-A CW (07/10) Page 8 of 25 Internal Use Only f. 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, g. Spent fuel means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor. h. 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. R. PERSONAL and ADVERTISING INJURY Under Coverage B only, to personal and advertising injury: 1. Caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury; 2. Arising out of oral or written publication of material, if done by or at the•dtrectionxif the insured with knowledge of its falsity; 3. Arising out of oral or written publication of material whose first publication dOk place: before the beginning of the policy period; 4, Arising out of a criminal act committed by or at the direction of any iriStiVeit, 5. For which the insured has assumed liability in a contract or agreemeritHT:his exclusion does not apply to liability for damages that the insured would have in the absence of the contraotGr eeeeeeeeeeee 6. Arising out of a breach of contract, except an implied::contract to use andther's advertising idea in your advertisement; 7. Arising out of the failure of goods, products or serviceatO:confOrm With:arty statement of quality or performance made in your advertisement; 8. Arising out of the wrong description of the price of goods, priddacts or services stated in your advertisement; 9. Arising out of the infringement of copyrlgh .:Patent, traderhaiii; trade secret, trade dress, slogan or other intellectual property rights, e However, this exc usiprr'does _Apply to infringement of copyright, trade dress or slogan in your advertisement; 10. Committed by an insured whose business is: a. AdvertiallWbrOadcasting, publishingiieitectronic publishing or telecasting; b. Designing or tigtarrni,ning content of Web-sites for others; or ':; • C. An Internet search;:access or content provider. However, this exclusion RAII:tdoeS not apply to sub-paragraphs DD. 1., 2., 3. and 8. of personal and advertising injury under SECTION V. DEFINITIONS, For purposes of this exclusion'R.10., the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting; 11. Arising out of an electronic chatroom or bulletin board the insured hosts, owns or over which the insured exercises control; or 12. Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers, U-HCU-880-A OW (07/10) Page 9 of 25 Internal Use Only S. POLLUTION 1. Under Coverage B and Coverage C only, to any claim, liability, damage, cost or expense: a. Arising directly or indirectly out of the actual, alleged or threatened discharge. dispersal, seepage, migration, release or escape of pollutants: (1) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (a) Bodily injury if sustained within a building and caused by smoke, fumes. vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests. (b) Bodily injury or property damage for which you may be held liable, if you are a contractor, and the owner or lessee of such premises, site or location has been added to underlying insurance as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises. site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than, that additional insured; or (c) Bodily injury or property damage arising out of heat,:, Smoke or fumes from a hostile fire; (2) At or from any premises, site or location which is or was at any time wed by or for any insured or others for the handling, storage, disposal, processing or treatment of waste, (3) Which are or were at any time transported, handled, stared,Areated, disposed of, Or processed as Waste by or for any insured or any person or organization for Whom you maybe legally responsible; (4) At or from any premises, site or location on which any insuredi*:Any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the pollutants are brought on or to the premises, site or location in:connection with sadh iiiPerations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (a) Bodily injury or property damage arising out of :the escape of fuels, lubricants or other operating fluids which are needed to :Perform: the normal electrical, hydraulic or mechanical functions necessary for the operation of mobile equipment or its parts, if such fuels, lubricants or other operation fluids escape frbm a vehicleipart.deSigned to hold, store or receive them. This exception does not apply if the: bodily injury or property damage arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or.other Operating flUidare brought on or to the premises, site or location with the intent that they be Alsoharged, dispersed or released as part of the operations being performed by such insured, contractor or subcori. trO6tor: . „ (b) !Wily injury or property4arnage sustained within a building and caused by the release of geSes, fumes or vapors from materials brought into that building in connection with operations 'being performed by you or on your behalf by a contractor or subcontractor; or (c) Bodily Nury or property :damage arising out of heat, smoke or fumes from a hostile fire. .„ (5) At or from any premises site or location on which any insured or any contractors or subcontractors working directly•oOnclirectly•on any insured's behalf are performing operations if the operations are to test for, monitor, blean:up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of pollutants. (6) That are, or that are contained in any property that is: (a) Being transported or towed by, handled, or handled for movement into, onto or from, any auto for which coverage is provided by underlying insurance; (b) Otherwise in the course of transit by or on behalf of any insured; or (c) Being stored, disposed of, treated or processed in or upon any auto. However, this subparagraph (6) does not apply to bodily injury or property damage arising out of: U-HCU-880-A OW (07/10) Page 10 of 25 Internal Use Only 0.1 The escape of fuels, lubricants, other operating fluids, exhaust gases or other similar pollutants that are needed for or result from the normal electrical, hydraulic or mechanical functioning of a covered auto: or (ii) The escape of pollutants from a covered auto that directly results from the collision, upset or overturn of such auto while in the course of transit away from any premises owned by or rented to any insured. b. Arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, pollutants; or (2) Claim or suit brought by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, pollutants. T, PRIOR KNOWN ACTS Under Coverage A only, to any claim arising out of or relating to any medical incident, occurrence or wrongful act that was known by a designated insured or was first reported to any insurer,i iOnOr to the first effective date of continuous coverage for this coverage provided by a past, present i;)r future'rnerhher. company of the Zurich Insurance Group. . . . ....... , If on insured is added to this policy subsequent to the effective date of the policy period, then this insurance shall not apply to any claim based upon, arising out of or relating to any medical incident, occurrence or wrongful act that was known by that insured's legal counsel, executive officers, office:ptilsk management or department performing similar function, or was first reported to any insurer, prior to the date that such insured was added to this policy. If any coverage is added to this policy subsequent to the effective date 0,fthe policy:period, then this insurance shall not apply to any claim based upon, arising out of or relating to any nied,i0ai, inCident, occurrence or wrongful act that was known or should have been known by an insured,- or was first reported to any insurer, prior to that date that any additional coverage was added to this policy. U. PRODUCT RECALL Under Coverage B only, for damages claimed for any claim, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, xepair, replacerrient, adjustment, removal or disposal of: . .... ..... 1. Your product; 2. Your work; or 3. Impaired props . .. ..... if such product, Work 6!J-..:yrOperty is withdrawn bi-recalled from the market or from use by any person or organization because of a known or suspected defect, defidiency, inadequacy, or dangerous condition in it. V. PROFESSIONAL MEDICALSEVICES Under Coverage B and Coverawconly, to any claim, liability, damage, cost or expense arising out of the rendering or failing to render profe$iOnal medical services. W. PROPERTY DAMAGE Under Coverage B only, to property damage to: t Property you own, rent or occupy, including any costs or expenses incurred by you, or any person or organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon if the property damage arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in your care, custody or control; U-HCU-880-A OW (07/10) Page 11 of 25 Internal Use Only 5. That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the property damage arises out of those operations: 6. That particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed on it; 7. Your product arising out of it or any part of it; or 8. Your work arising out of it or any part of it and included in the products-completed operations hazard, X. RETURN OF FEES To any claim seeking a return or withdrawal of fees or charges. Y. UNINSURED MOTORIST AND SIMILAR LAWS To any claim, liability, damage, cost or expense under any uninsured/underinsured motorist or auto or first party personal injury law, Z. VIOLATION OF STATUTES To any claim, liability, damage, cost or expense resulting from or arising dirébtly or indirectly out of any action or omission that violates or is alleged to violate: .... . 1. The Telephone Consumer Protection Act (TOPA), including any arnendmentizif ot;*:kliti.on to such law; 2. The CAN-SPAM Act of 2003, including any amendment of or addition4ositCh law; 3. The Fair Credit Reporting Act (FCRA) and any amendment or additioryto such law including the Fair and Accurate Credit Transactions Act (FACIA); or 4. Any federal, state or local statute, ordinance, or regulation, other than the 717CP,A,.CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addressesprohibits or HMOS:the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicat0g, or distribution of material or information, AA. WORKERS COMPENSATION AND SIMILAR LAWS To any claim, liability, damage, cost or expense under any WOrke.r.S" compertgetion, unemployment compensation, or disability laws or any similar law, BB. WAR AND MILITARY ACTION Under Coverage B and Coverage:C::only, to any.::plpim, liability, damage, cost or expense arising directly or indirectly out of: ..... .... 1. War, including undeclared or civil war; 2. Warlike action .14a military force, inclOdirig action in hindering or defending against an actual or expected attack, by ally: government, sovereign or Other authority using military personnel or other agents; or 3. Insurrection, rebellion;,:revolution, usurped power, or action taken by governmental authority in hindering or defending against any:ofthese, regardless of any other cause:orevent that:contributes concurrently or in any sequence to injury or damage. SECTION V. DEFINITIONS In this policy, words and phrases appeartng in bold face type have the definitions shown below. A. Advertisement means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For purpose of this definition: 1. Notices that are published include material placed on the Internet or on similar electronic means of communication; and 2. Regarding web-sites, only that part of a web-site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement. B. Alternative insurance means any type of self-insurance or other mechanisms by which an insured arranges for funding of legal liabilities and is listed in the Schedule of Underlying Self-Insurance. U-HCLI-880-A CW (07/10) Page 12 of 25 Internal Use Only Alternative insurance does not include underlying insurance or a policy of insurance specifically purchased to be excess of this policy providing coverage that this policy also provides. C. Applicable underlying limit means the total of all available limits of insurance for the underlying insurance plus any alternative insurance. D. Auto means: 1. A land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment; or 2. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, auto does not include mobile equipment. E. Bacteria means any type or form of bacteria and any materials or substances that are produced or released by bacteria. F. Bodily injury means physical injury, sickness, or disease, including death of a_person. Bodily injury to such person also means mental anguish, mental injury, humiliation, or shock if directly:eSiAting]from physical injury, sickness, or disease. G. Case management means the process for identifying patients with specific health Carelitveds in order to facilitate the development and implementation of a plan to efficiently use health are reSources.to:achieveioptimum patient outcome, ..... H. Claim means' 1. A suit or demand for damages to which this insurance applies; and 2. Those sums actually paid that the insured is legally obligated to pay as darhages for the settlement or satisfaction of a claim because of injury or offense,, after friakiri9. proper deductions for all recoveries and salvage. I. Clinical trials means an organized study using human subjects that follow a pre-defined protocol and is approved by an Institutional Review Board (IRB) to develop effectiveness or safety data of treatment plans, pharmaceutical products or medical devices. J. Coverage territory means anywhere in the wor4fOlhe extent perWitftd by applicable law, K. Designated insured means ,yOurHe6alhcounsel. :03,cecutive officers, or office of risk management or similar department, ... ....... .... L. Electronic data means information, facts orTrograms stored as or on, created or used on, or transmitted to or from computer software, ihelUding systems and applications •Software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processirkgeyices or any other med4 which are used with electronically controlled equipment, M. Employee includes aleaSed worker. EmploY.00 does not include a temporary worker, N. Fungi means any type Cit.ifOrrn of fungus including mold or mildew and any mycotoxins, spores, scents or byproducts produced or released:by fungi 0. Good samaritan act means any:esSistarice of a medical nature rendered or performed in an emergency situation for which no remuneration is demanded:br received provided that such assistance is rendered or performed for the duration of the emergency and the injured party would have suffered additional injury or death had such assistance not been rendered or performed, P. Handling and adjusting health care claims means claims handling and adjusting that involves a determination by an insured of health care or wage benefits owed to any person other than an insured, according to a managed care benefit plan, indemnity health insurance contract, workers compensation law, disability benefits law or no-fault automobile law. Q. Hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. R. Impaired property means tangible property, other than your product or your work, that cannot be used or is less useful because- Ll-HCU-880-A CW (07(10) Page 13 of 25 Internal Use Only 1. It incorporates your product or your work that is known or thought to be defective, deficient, inadequate or dangerous; or 2. You have failed to fulfill the terms of a contract or agreement: If such property can be restored to use by; 1. The repair, replacement, adjustment or removal of your product or your work; or 2. Your fulfilling the terms of the contract or agreement. S. Insured means: 1. Under Coverage A: a. If you are designated in the Declarations as: (1) An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. (2) A partnership or joint venture, you are an insured. Your members,, your partners, and their spouses are also insureds, but only with respect to the conduct of yoi.irbE.isiriess..:.' (3) A limited liability company, you are an insured. Your members Are elso insureds, but only with respect to the conduct of your business. Your manager Sere insureds, but: only with respect to their duties as your managers. .. (4) An organization other than a partnership, joint venture or limited liability company, you are an insured. Your executive officers and directors are insureds, but' oriFrwith respect to their duties as your executive officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. (5) A trust, you are an insured. Your trustees are.also:msureds, but only:with respect to their duties as trustees. b. The following: (1) Any employee of the named insured:while acting within:the scope of their duties as such, except physicians; podiatrists; dentists; nurse midwives or certified registered nurse anesthetists; ; (2) Any volunteer worker authorized by the named insured while acting within the scope of their duties . ..... as such, except any.healthcare•providetS.listed in paragraph b.(1) above; (3) Any person Qt7memb'erptio,:fprmal accreditation, standards review or similar professional board or committee of the named iniiired.or any person executing the directives of such board or committee, while acting within the scope Of their duties as such; (4) Any;student of the health care'prafessions who is in training programs sponsored and controlled by the named insured: and ' (5) Any medice( director or administrator but solely as respects their administrative duties performed for and on behalf:of the named inSUrect If an insured dies or is adiUdgeci incompetent, this insurance will terminate for that insured. But the insured's legal representative will be an:insured for any medical incident previously committed by the insured who died or was adjudged incompetent, provided such medical incident is otherwise covered by this policy. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a named insured in the Declarations. 2. Under Coverage B: a. You, if you are an organization shown in the Declarations, other than a partnership, joint venture or limited liability company. Your executive officers and directors are insureds, but only with respect to their duties as your executive officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders; 1J-HCU-880-A CW (07/10) Page 140126 Internal Use Only b. You, if you are a partnership or joint venture shown in the Declarations. Your members, your partners, and their spouses or domestic partners are also insureds, but only with respect to the conduct of your business; c. You and your spouse or domestic partner, if you are an individual shown in the Declarations, but only with respect to the conduct of a business of which you are the sole owner; d. You, if you are a limited liability company shown in the Declarations. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers; e. You, if you are a trust shown in the Declarations. Your trustees are also insureds, but only with respect to their duties as trustees; f. Your employees, but only for acts within the scope of their employment by you; g. Your volunteer workers, but only while performing duties related to the conduct of your business, h. Any person or organization while acting as your real estate manager; or I. Your legal representative if you die, but only with respect to duties:as :suCh.: .... No person or organization is an insured with respect to the conduct of arIVOUrrent, past or newly formed partnership, limited liability company or joint venture that is not deSignated within'tne Declarations of this policy as named insured, 3. Under Coverage C. a. You; b. Any person or organization included as an insured in underlying insurahdek :and. C. Any person or organization qualifying as an additidnal'Insured in underfOrig insurance but only to the same extent that such person or organization is an bdditionalititured under such underlying insurance, . „ .... T. Insured contract means any written or oral agreement 6.0itered:iinto b twinsured in the usual course of the business operations of the insured in which the insured assumes the tort liability of another to pay damages because of bodily injury, property damage or personal and advertising injury to a third person or organization where the contract or agreement is made prior to,the injury or offen.Sei: Tort liability means a liability that would be imposed by law in the absence of any contract 4iagreement. Insured contract does not include:Ifit:pert of any agmement ..... ....... 1. That indemnifies a railroad for bodily injury or property damage arising out of construction or demolition operations, within :t' (50) feet of ariYHeilroad property and affecting any railroad bridge or trestle; tracks, road-beds, tunnet:Underpass or crossing ....... 2. That indemnifoorchitect, engineer or sonieyor for injury or damage arising out of; the rendering or failure to render any profeSS)Onel. services by any insured or by any person for whose acts any insured is legally liable in the conduct of the insurpd's business asan architect, engineer or surveyor, including, but not limited to; a. The preparation or:approval of, ot: failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, hie orders or drawings and specifications; and b. Supervisory, inspection, 6i-OHitectural or engineering services. U. Leased worker means a person leased to you by a labor leasing firm under an agreement between you and labor leasing firm, to perform duties related to the conduct of your business. Leased worker does not include a temporary worker. V. Managed care organization means any entity that conducts the following services; 1. Administration and management of these services as provided by the insured; 2. Case management; 3. Handling and adjusting health care claims; 4. Marketing of health care services; U-HCU-880-A CW (07/10) Page 15 of 25 Internal Use Only 5. Negotiating of contracts with providers of professional medical services or ancillary services; 6. Peer review for another entity that is not an insured; 7. Processing of enrollment applications; 8. Quality assurance review of professional medical services; or 9. Utilization review. W. Marketing of health care services means drafting, advertising, promoting, selling or issuing managed care plans, or other insurance products provided by the insured or on the insureds behalf, providing for defined benefits that are directly or substantially related to health care treatment or services rendered by a health care provider to any person other than an insured. X. Medical incident means; 1. An actual or alleged act, error or omission in furnishing or failing to furnish professional medical services, or a series of related actual or alleged acts, errors or omissions in furnishing or failing to furnish professional medical services to a patient 2. A single actual or alleged act, error or omission resulting in a seriesRif related ihjuries from furnishing or failing to furnish professional medical services to more than one patient HoweVer;,Attis sub-paragraph does not apply to: H. a. Service by any persons, as members of a formal accreditation, standards::revie‘iv, peer review, credentialing or similar board or committee of the named insured ; or the adminiStratiVe acts of a person charged with executing the directives of such board or committee; Ot::. b. Service by any person at your request in supervising, teaching or proctOrifig othera; or 3. An actual or alleged act, error or omission in connection with:a good samaritadaOtif such good samaritan act is performed away from your premises. Y. Mobile equipment means any of the following types Ot:land N'ibhideN,Hin6luding any attached machinery or equipment: .1. Bulldozers, farm machinery, forklifts and other yefifCles designed for use principally off public roads: 2. Vehicles maintained for use solely on or ne)ditci premises yot.rown:or rent; 3. Vehicles that travel on crawler treads.; ....... . 4. Vehicles, whether self-propelled 'or: :,:maintained:primarily to provide mobility to permanently mounted: a. b. Road construction or resurfacing equipment such as graders, scrapers or rollers, . .... 5. Vehicles not described in 1., 2., 3. or 4.::above, that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: a. Air compressors:14iurrips and generators including spraying, welding, building cleaning, geophysical exploration, lighting''arid]Vvell serVieing equipment; or b. Cherry pickers and similar' devices used to raise or lower workers, 6. Vehicles not described in 1., 4, 3. or 4. above, maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not mobile equipment but are considered autos: a. Equipment designed primarily for: (1) Snow removal; (2) Road maintenance, but not construction or resurfacing; or (3) Street cleaning; U-1-ICU-880-A CW (07/10) Page 16 of 25 Power cranes,*ovels, loaders, di4gerS or drills; pr Internal Use Only b. Cherry pickers and similar devices mounted on an auto or truck chassis and used to raise or lower workers; and c. Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, mobile equipment does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered autos. Named insured means' 1. The person(s) and organization(s) designated in Item 1. of the Declarations of this policy; 2. Any organization, other than a partnership, joint venture or limited liability company, over which you maintain majority interest and to which more specific insurance does not apply, other than one which you newly acquire or form; or 3. Any organization you newly acquire or form, other than a partnership,: joint Venture:or limited liability company, and over which you maintain sole or majority ownership or controlling :interest, Wtli:OUalify as a named insured if there is no other similar insurance available to that organization. However a. Coverage under this provision is afforded only until the ninetieth (91:tt17). day you acquire or form the organization or the end of the policy period, whichever is earlier,i::, b. Coverage under this provision does not apply to any claim.ViStrig out of any itijemy or damage that occurred, in whole or in part, before you acquired or formed the organization. . AA. Non-Admitted jurisdiction means: 1. Any country or political subdivision in which we are not licenSediorpermitted tolifSUre risks and where doing so would violate the insurance laws and regulations of such :jurisdiction;: or 2. Any country or political subdivision where we are prevented by lawiroin: investigating, defending or settling an ..... occurrence or claim, BB. Occurrence means. ........ 1. With respect to bodily injury or property damage Iiability;ti' accident, including continuous or repeated exposure to substantially the same .general harmful conditions, ..„. ........ .... 2. With respect to personal and advertising injueY;*icpypred offense, All damages that arise from the same act, publication or general conditions:are:considered:to arise out of the same occurrence, regardless of the frequency or repetition thereof, the number:or kind of :Media used or the number of claimants. 3. With respect tø O:overage C only, a covered :event as defined in underlying insurance. CC. Peer review means crerientialing of medical service providers and duly authorized review of quality and cost of medical services of coritrected providers by professional review board or committee of the insured through a formally adopted written procedure, DD. Personal and advertising injiiry:meanv injury, including consequential bodily injury, arising out of one or more of the following offenses, 1. False arrest, detention or imprionment; 2. Malicious prosecution; 3. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies committed by or on behalf of its owner, landlord or lessor; 4. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; 5. Oral or written publication, in any manner, of material that violates a person's right of privacy, 6. The use of another's advertising idea in your advertisement; U-HCU-880-A OW (07/10) Page 17 of 25 Internal Use Only 7. Infringement upon another's copyright, trade dress or slogan in your advertisement; or 8. Discrimination (unless insurance thereof is prohibited by law), not arising out of or related to employment practices. Personal and advertising injury also means mental anguish, mental injury, humiliation, or shock, if directly resulting from an offense listed in Items DD.1. through DD.8. above. EE. Pollutants mean any man-made or naturally occurring solid, liquid, gaseous or thermal irritant or contaminant, including but not limited to: smoke: vapor; soot; fumes; acids: alkalis; chemicals and waste: Waste includes materials to be recycled, reconditioned or reclaimed. FF. Products-completed operations hazard means all bodily injury and property damage occurring away from premises you own or rent and arising out of your product or your work except: 1. Products that are still in your physical possession; or 2. Work that has not yet been completed or abandoned. Your work will be deemed completed at the earliest of the following times: a. When all of the work called for in your contract has been completed:::: b. When all of the work to be done at the site has been completed if your caltillia calls for work at more than one site; or C. When that part of the work done at a job site has been •put:Acilts intended:Use any person or organization other than another contractor or subcontractor working:on the same prOjedt:: . .„. Work that may need service, maintenance, correction, repair or replaceietienkbut which is otherwise complete, will be treated as completed. This hazard does not include bodily injury or property damage arising out of: 1. The transportation of property, unless the injury or damage arises:out of a condition in or on a vehicle created by the loading or unloading of it by any insured; or 2. The existence of tools, uninstalled equipment or abandoned unused :materials, GG. Professional services means services rendered,byi..!he insured its caPacity as a managed care organization. HH. Professional medical services means the rendeitthAor failing to retidet: Medical, surgical, dental,,:xi-drinursing seiiike or treatment, or the furnishing of food or beverage in . ..... connection therewith; "' ... Any health or therapeutic service, treatment; advice dr:Instruction: Any counseling: service, social service, oebtber such treatment; . .. 4. The furnishing dispensing of pharmabOtherapeutic agents, including chemical and biologic products or medical, dental or'surgical appliances or equipment 5. The postmortem handling fof, human bodies, including autopsies, organ donation or other procedures relating to the postmortem handlings tifliUman bOdies 6. Service by any persons, as members of a formal accreditation, standards review, peer review, credentialing or similar board or committee of the named insured, or the administrative acts of a person charged with executing the directives of such board or committee; 7. Service by any person at your request in supervising, teaching or proctoring others; or 8. Services in connection with clinical trials. II. Property damage means; I. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or 2. Loss of use of tangible property that is not physically injured. All such loss shall be deemed to occur at the time of the occurrence that caused it. U-HCU-880-A CW (07/10) Page 18 of 25 Internal Use Only JJ. Qualified entity means any entity, person or organization that would qualify as an insured under this policy, but for the fact that the entity is registered, domiciled or has ongoing operations in a non-admitted jurisdiction. KK. Self insured retention means any amounts listed on the Schedule of Underlying Self Insurance, forming a part of this policy. It is the amount the insured must pay, including underlying expenses, for each claim before we will pay claims for which insurance is provided under the applicable coverage, subject to the terms and conditions of this policy, LL. Suit means a civil proceeding in which injuries or damages to which this insurance applies are alleged Suit includes: 1. An arbitration proceeding or pre-suit medical panel review in which such damages are claimed and to which the insured must submit pursuant to law or contract or does submit with our consent: or 2. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. MM. Spores means reproductive bodies produced by or arising out of fungi. NN. Temporary worker means a person who is furnished to you to substitute for a permanent employee on leave or to meet seasonal or short-term workload conditions, „„ ..... 00. Underlying expenses means a payment allocated to investigate or defend a egiedific claim to the extent that payment is not included in the underlying insurance. Underlying expenses include:H::, 1. Attorney fees and other litigation expenses incurred in the defensaiOt a clan: 2. Reasonable attorney fees or other expenses incurred by the Inured, at our reque§fassist us in the investigation or defense of a claim including reimbursement for loss of earnings up to $500 a day because of any insured's attendance at hearings or trials at our request: 3. Up to $2,000 for cost of bail bonds. We do not have to furnish:these bonds: 4. The cost of bonds to release attachments, but only for bond amounts within the-'amount of insurance available. .. . We do not have to furnish these bonds, 5. All interest on any judgment against the insured awarded for the, period of time prior to the entry of the judgment. Underlying expenses do not include. 1. Salaries and expenses of our employees 'Oi-4-)y. insured's employees other than that portion of those fees, salaries and expenses of attorneys employed byps allocated to a specific claim. , ..... ..... , , 2. Fees and expenses ol indèpenderf investigators or: odit*ers hired by any insured. 3. Plaintiff attorney's:fees and costs, 4. All interest on:the full amount of the judgment that accrues after the entry of the judgment and before we have paid, offered'to'pay or deposited in court the part of the judgment that is within our Limits of Insurance. 5. Any liabilities incur**, eny insured arising out of a write-off or forgiveness of medical bills or expenses shall not constitute damages interest costs of 'expenses to which this policy responds„ 7 PP. Underlying insurance mean§lhaiipolioy'or policies of insurance listed in the Schedule of Underlying Insurance, forming a part of this policy. QQ. Utilization review means the process of evaluating the appropriateness of patient use of medical care resources, including prospective review to authorize treatment or expenses, concurrent review to assess continued patient care and retrospective review to assess professional medical services already rendered. RR. Volunteer worker means a person who is not your employee, and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. SS. Wrongful act means any alleged or actual negligent act. error or omission in the rendering or failing to render professional services by the insured. TT. Your product means: 1. Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: U-HCU-880-A CW (07/10) Page 19 of 25 : Internal Use Only a. You; b. Others trading under your name; or C. A person or organization whose business or assets you have acquired; and 2. Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. Your product includes: 1. Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of your product; and 2. The providing or failure to provide warnings or instructions. Your product does not include vending machines or other property rented to or located for use of others but not sold. UU. Your work means: 1. Work or operations performed by you or on your behalf; and I ' 2. Materials, parts or equipment furnished in connection with such work or operations:: Your work includes: 1. Warranties or representations made at any time with respect to theifitiless, quality, durability; performance or use of your work: and 2. The providing of or failure to provide warnings or instructions. SECTION VI. EXTENDED REPORTING PERIOD A. With respect to any coverage provided on a claims made basis onlji'):e'riii•will have the' right o purchase an Extended Reporting Period as described below, if: ..„...„ . .......„„. 1. This policy is canceled or nonrenewed for any reason Other than fraud:or:non-payment of premium. Our offer to renew this policy with terms, conditions or preMiOrns that differ frorn' the expiring policy shall not constitute a cancellation or nonrenewal of this policy; or 2. We renew or replace this policy with insurance:that: a. Has a Retroactive Date:later:than:the date shown on the Declarations; or b. Does not apply to injury on a daittiV.Made An Extended Reportiryl: Period extends thei)eriod of time during which a claim can be first made against any insured and reported to us in writing. Such C,f,alim must arise out of a medical incident, bodily injury, property damage, an occurrence or personal and advertising injury that occurred on or after the Retroactive Date but before the end Of the 'oblie.y period. Any such Claim first made during an Extended Reporting Period will be deemed to have been made on thei(ost clay of the poley period. The Extended Reporting Period does not extend the policy period, change the scope OfHCoverage provided under this policy, or reinstate or increase the Limit(s) of Insurance available under this policy. B. If you want to purchase an Extended. Reporting Period: 1. We must receive your written request within sixty (60) days after: a. The end of the policy period; or b. The date of the termination of this policy, whichever comes first; and 2. You must promptly pay us all such premiums when due, as required by us. If you fail to comply with either of the two conditions stated above, you will not at a later date be entitled to purchase an Extended Reporting Period. U-HCU-880-A OW (07/10) Page 20 of 25 Internal Use Only C. The premium for the Extended Reporting Period will be based on the rules and rating plans we are using on the day the Extended Reporting Period begins. The Extended Reporting Period will take effect only after you have paid any additional premium required. D. Once an Extended Reporting Period is effective, it cannot be canceled and we shall not return any part of any premium paid to us for such Extended Reporting Period for any reason whatsoever. E. The insurance provided under the Extended Reporting Period Endorsement will be excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, whenever such other valid and collectible insurance is in effect subsequent to the effective date of any such Extended Reporting Period Endorsement, SECTION VII. CONDITIONS A. Appeals In the event you or any underlying insurer elects not to appeal a judgment in excess of the amount of the applicable underlying limit, we may elect to appeal at our expense. If we do so elect, we will be liable for the costs and additional interest accruing during this appeal. In no event will this provision, increase our liability beyond the applicable Limits of Insurance described in SECTION II. of this policy. B. Audit of Books and Records We may audit and examine your books and records as they relate to this. policy at any:finial:luring the period of this policy and for up to five (5) years after the expiration or termination of this:poliCy. C. Bankruptcy or Insolvency The bankruptcy, insolvency or inability to pay of any insured will not relieve Liskorin our obligation to pay damages covered by this policy. In the event of bankruptcy, insolvency or refusal or inability:•to:pey,, of any insured or underlying insurer, the insurance afforded by this policy will not replace such alternative insurance or. underlying insurance but will apply as if all the limits of any alternative insurance or underlying:Msurancewpfully available and collectible, D. Cancellation and Nonrenewal 1. Cancellation a. You may cancel this policy. You maStirttail or deliver ad:Vence written notice to us stating when the cancellation is to take effect „,, b. We may cancel thipl;loliCY..' :Ifinie Cancel because of non-payment of premium, we will mail or deliver to you not less than ten (1 0) days advance written notice when the cancellation is to take effect. If we cancel for any other reaSbn, we will mail or clothier to you not less than sixty (60) days advance written notice stating when the ,cancellation is to take effect: Mailing notice to you at your mailing address shown in Item 2. of the Declarations will be sufficient to prove notice. C . The policy period will end on the day and hour stated in the cancellation notice. d. If we cancel this Oblidy: the final premium will be calculated pro rata based on the time this policy was in force. e. If you cancel this policy; the final premium will be more than pro rata. The refund will be of the customary short-rate calculation subject to the Minimum Earned Premium as specified in Item 7. of the Declarations. f. Premium adjustment may be made at the time of cancellation or as soon as practicable thereafter but the cancellation will be effective even if we have not made or offered any refund due you. Our check or our representative's check, mailed or delivered, will be sufficient tender of any refund due you. 2. Nonrenewal If we decide not to renew this policy, we will mail or deliver to the first named insured shown in the Declarations written notice of the nonrenewal not less than sixty (60) days before the expiration date If notice is mailed, proof of mailing will be sufficient proof of notice, U-HCU-880-A OW (07/10) Page 21 of 25 Internal Use Only E. Changes Notice to any agent or knowledge possessed by any agent or any other person will not effect a waiver or a change in any part of this policy. This policy can only be changed by a written endorsement that becomes a part of this policy. F. Currency Settlements will be paid in United States currency or, when required, in the currency of the country or jurisdiction where the damages occurred. When conversion into another currency from United States currency is required to pay any damages, the rate of exchange will be determined on the date of the settlement, The rate of exchange will be the rate we incur in obtaining the foreign currency, G. Entities That Are Registered, Domiciled or Have Ongoing Operations in Non-Admitted Jurisdictions This condition applies solely with respect to entities that are registered, domiciled or have ongoing operations in non-admitted jurisdictions. With respect to a medical incident or an occurrence to which this insurance applies, that arises in a non-admitted jurisdiction: 1. The duties and requirements imposed upon any insured under this policy Will:not apply in any non-admitted jurisdiction. However, with respect to any claims made or suits brought in a non-admitted jurisdiction, it will be the duty of the first named insured to do or cause the applicable qualified en:lily:to do such things as would be required of such qualified entity if Coverage A or Coverage q*pplied, claim, including: a. Make such investigation, defense or settlement as we deem reasarrable; b. Obtain our approval for any payment: and C. Effect approved payments to others, in accordance with the terms and :0 otAitions of this inSurance. Coverage under this policy will not apply until the qualified: entity or the qualkft.ed entity's underlying insurer has paid or is obligated to pay the full amount of the applicable liknitS of underlying insurance, „ Under Coverage A or Coverage C. we will reimburSe,the first namedinsured for damages incurred by a qualified entity that would have been covered by the policy but for the fact that the damages were incurred by a qualified entity including: a. Damages covered by this policy in excessbf the total abbli.4abfe: limits of underlying insurance; and b. Reasonable underlying expenses inctittediWith our consent. We have no duty to defend:any:person or organization against any claim brought or proceeding instituted against any qualified, entity in a iiiiiiiiiiiiiiii jueMiCtion, but we may, at our discretion, assume control of or participate in any inVestigation, defense;:settlement or: recovery proceedings. Under Coveraoe:B, this policy does not apply to any liability, damage, cost or expense arising out of any operations oraptiViities of a qualified entity, 4. We will promptly pay: The first named insured at the mailing address listed in Item 2. of the Declarations the amount of damages covered under the terms of this policy., If the first named insured or any qualified entity recovers from the any thitd party all or part of any amount that we have paid pursuant to this insurance, the first named insured will promptireirriborse the amount of any such recovery to us. • H. First named insured The person or organization first named in Item 1. of the Declarations is responsible for the payment of all premiums, The first named insured will act on behalf of all other insureds for the giving and receiving of notice of cancellation or any other notice required under this policy or by statute or regulation, for the receipt and acceptance of this policy and any endorsements forming a part of this policy, and for the receiving of any return premiums that become payable under this policy, I. Government Access to Records In accordance with the requirements of Section 952 of the Omnibus Reconciliation Act of 1980, and upon written request, we will allow the Secretary of Health and Human Services and the Comptroller General access to the policy and necessary books, documents and records to verify the cost of the policy, to the extent required by law. Access U-HCU-880-A CW (07/10) Page 22 of 25 Internal Use Only will also be allowed to subcontracts between us and any related organization of ours and to its books, documents and records. Such access will be provided up to four (4) years after the services furnished under this policy end. J. Inspection We have the right, but are not obligated to inspect the insured's premises and operations at any time: Our inspections are not safety inspections. They relate only to the insurability of the premises and operations and the premium to be charged. We may provide reports on the conditions we find. We may also recommend changes. While these reports may help reduce losses, we do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that the premises or operations are safe or healthful, or that they comply with laws, regulations, codes or standards. K. Legal Action Against Us There will be no right of action against us under this insurance unless: 1. You have complied with all the terms of this policy; and 2. The amount you owe has been determined by settlement with our consent or by actual trial and final judgment. This insurance does not give anyone the right to add us as a party in an aQtionagginst you to determine your liability. Maintenance of Alternative Insurance and Underlying Insurance , 1. At the inception date of this policy, shown in Item 3. of the Declarations, you agraei that any aggregate limits of insurance provided by underlying insurance will be unimpaired, , „„, Only damages arising from claims first made under the underlyjng insurance, or 'eleniages arising from occurrences or medical incidents that take place, during the policy peribd: will be considered in determining the extent of any exhaustion of the underlying insurance. 2. During the period of this policy and without regard to anybblicy period shown:for alternative insurance or underlying insurance listed in any Schedules applicable:t0 this:p.o1loy, you agree a. To keep the alternative insurance as listed in the :Schedule of:Underlying Self Insurance and the policies listed in the Schedule of Underlying Insurance in fUlf force:and effect::: .... b. That the applicable underlying limit will be fnaintained:except:for any reduction or exhaustion of limits by payment of claims covered by alternatIV. "insurance or underlying insurance; . „ c. The policies listed in the Schedule of Uriderlying insurance may not be canceled or not renewed by you without notifying us, and you agree to notify us in the event an insurance company cancels or declines to renew any policy listed in the Schedule of Underlying insurance and d. Renewals or replacements of theHOOlicies listed:1n the Schedule of Underlying Insurance will not be materially clanged without our agreement.. If you fail to complY.i\ivith:these requirements, we will only be liable to the same extent that we would have been had you fully complied with:these requirements. M. Notice Provisions 1. You must see to it that . Wii:are.notified'as soon as practicable in writing of a medical incident, an occurrence, offense, or claim which mamesultifn damages covered by this policy that has a reserve, settlement value or demand of greater than 25% Of :the applicable underlying limit. To the extent possible, notice Will include: a. How, when and where the medical incident, occurrence or offense took place; b. The names and addresses of any witnesses; C. The nature and location of any injury or damage arising out of the medical incident, occurrence or offense: and d. The names, addresses, dates of birth and either social security numbers or Health Insurance Claim Numbers (HICN) of the injured, U-HCU-880-A OW (07/10) Page 23 of 25 Internal Use Only If a claim against any insured is reasonably likely to involve this policy you must notify us in writing as soon as practicable. You and any other involved insured must: a. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim; b. Authorize us to obtain records and other information: C. Cooperate with us in the investigation, settlement or defense of the claim; and d. Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply, 4. The insureds will not, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 5. Your failure to give notice of a medical incident, occurrence or offense to us shall not invalidate coverage under this policy if the medical incident, occurrence or offense was inadvertently reported to another Insurer, However, you shall report any such medical incident, occurrence or. iifferisel.b.usb's soon as practicable once you become aware of such error N. Other Insurance If other insurance applies to damages that are also covered by this poii4;A-4 policy will apply. excess of the other insurance. However, this provision will not apply: ..... .:::" ..... 1. If the other insurance is written to be excess of this policy; or 2. With respect to Coverage C only; if the named insured has agreed in a written contract to carry insurance to apply prior to and be non-contributory with that of another:person or organiZOOn's insurance, but only as respects damages arising out of insured operations or work Oribehalf of the named insured performed under such written contract. The limits available to the other person: or :organization will be the lesser of the policy limits or the minimum limits required by such written contract. :` In thajp.ase, other insurance of that person or organization will apply as excess and not contribute prior to the insuranCeSfforded by this policy: Nothing herein will be construed to make this policy subject to •the.ternit, conditions and limitations of such other insurance. 0. Premium ..... ........ The premium for this policy.ps:stated:IntamA. of theZedarations is a flat premium, It is not subject to adjustment unless an endorsement is attached to thIS:Prilie P. Representations .„ ..„ ..„ By acceptance of thl$4>Olicy, you agree and warrant that the statements in the application and the attachments and any materials submitted ':therewith. are true and Correct representations, that each shall be deemed material, that this policy is issued in reliance:ypoh . the truth of si_iCh representations. This policy will be void if you provide us with false or incorrect representation"s:wah the intent to mislead or defraud us or any of our representatives regarding any matter concerning this insurarioe'ajther befOre or after a loss, Q. Separation of Insureds Except with respect to the Limits of -Insurance, any rights or duties specifically assigned to the first named insured or a claim by one insured against any other insured covered by this policy, this insurance applies: 1. As if each named insured were the only named insured; and 2. Separately to each insured against whom claim is made, R. Terms Conformed to Statute The terms of this policy which are in conflict with the statutes, laws, ordinances or regulations in any country, jurisdiction, state or province where this policy is issued are amended to conform to such statutes, laws, ordinances or regulations. If we are prevented by law or statute from paying on behalf of the insured, then we will, where permitted by law or statute, indemnify the insured, U-HCU-880-A CW (07/10) Page 24 of 25 Internal Use Only Transfer of Rights of Recovery Against Others to Us 1. If the insured has rights to recover all or part of any payment we have made under this insurance, those rights are transferred to us. The insured must do nothing after the loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. However, if any insured is required by a written contract or agreement which is executed before a loss to waive their rights of recovery from others, we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations for which the insured has not waived their rights of recovery by contract. 2. Any amount recovered will be apportioned in the inverse order of payment of damages to the extent of actual payment. The expenses of all such recovery proceedings will be apportioned in the ratio of respective recoveries. T. Transfer of Your Rights and Duties Your rights and duties under this insurance may not be transferred without our written consent. U. Unintentional Errors and Omissions Any unintentional error or omission in the description of,. or failure to describe completely, any premises or operations intended to be covered by this policy, shall not invalidate or affect the coverage lorthcis,e operations or premises. However, the insured must report such error or omission to the company as soon as precticeble after its discovery. V. Violation of Economic or Trade Sanctions If coverage for a claim under this policy is in violation of any econorni0:or: trade sanctions of the United States of America then coverage for that claim will be null and void. W. When Damages are Payable Coverage under this policy will not apply until the insured, arlhe insureds underlying insurer has paid or is legally obligated to pay the full amount of the Underlying Limits of Ineuranceidtiderlying Self-Insurance or Retained Limit. When the amount of damages is determined by an agreed': settlement ordn:a final judgment against an insured obtained after an actual trial, we will promptly pay on of the insured the amount of damages covered under the terms of this policy U-HCU-880-A CW (07/10) Page 25 of 25 iAircraft or vehicles collision, .. .. 6: :Smoke, Internal Use Only Endorsement # 1 Endorsement # Patient Injury Limitation Endorsement ZURICH Policy No Eff. Date of Pol. Exp. Date of Pol. Eff Date of End. I Producer Add'i Prem. Return Prem. HPC 137879901 07/01/2020 07/01/2021 07/01/2020 .. - Named Insured and Mailing Address:Producer: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, This endorsement modifies insurance provided under the following: Health Care Umbrella Liability Policy A. Paragraph X. Medical incident of Section V. DEFINITIONS is amended to includo;hqfpllowingr . . Bodily injury, property damage, or personal and advertising injury sustained:'Wany person while at your premises (including while entering or leaving your premises). for: the purpose of receiving ':professional medical . „ services, unless such injury or damage arises from a named peril B. Paragraph V. PROFESSIONAL MEDICAL SERVICES of]Section IV; EXCLUSIONS, is replaced with the following: .... V. MEDICAL INCIDENT . .. ... Under Coverage B and Coverage C only, to:i' n'y claim, liability, damage:,. . Co—Sf or expense arising from a medical incident unless the injury or damage arises from a named peril. ....... , . C. Section V., DEFINITIONS, is amended to ihOlude the following: ^ Named Peril means: 1, Fire or lightrIihg 2. Windstorm or hail, .. ... 3. Explosion, 4.. Riot, riot attending a strike or diVA Oommotion, 7. VandAfiSM or malicious mischief, 8: Sprinkter leakage, 9. Elevator rrIalfUnCtion, 10. Earthquake 6i; 11. Structural collapse of a building, and 12. Sonic shock Wave. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. U-HCU-405-A CW (2/10) Page 1 of 1