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Sottek Trippe Enterprises LLC DBA Aircare Ambulance; 2022-05-24; PSALCA-22099CA
PSALCA-22099CA City Attorney Approved Version 6/12/18 1 AGREEMENT FOR EMT FIRST AID SERVICES FOR 2022 TGIF CONCERTS IN THE PARKS SERIES SOTTEK TRIPPE ENTERPRISES LLC, DBA AIRCARE AMBULANCE THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2022, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and SOTTEK TRIPPE ENTERPRISES LLC DBA AIRCARE AMBULANCE, a California Limited Liability Company, ("Contractor") (collectively, the “Parties”.) RECITALS A. City requires the professional services of a State of California certified emergency medical technician (EMT) company that is experienced in first responder calls for service and, escalating levels of care. B. Contractor has the necessary experience in providing professional services and demonstrates proficient capabilities to work within large public events, while also offering rapid response and care within their level of training. C. Contractor has submitted a proposal to 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 attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for three (3) additional one (1) 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. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be ten thousand four hundred forty dollars ($10,440). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed twelve thousand dollars ($12,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 24th May PSALCA-22099CA City Attorney Approved Version 6/12/18 2 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION 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 including attorney’s fees arising 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. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 PSALCA-22099CA City Attorney Approved Version 6/12/18 3 carrier is required to have 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. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 PSALCA-22099CA City Attorney Approved Version 6/12/18 4 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. 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. For City For Contractor Name Richard Schultz Name Jay Hoffman Title Cultural Arts Manager Title Chief Operating Officer Department Library & Cultural Arts Address 2105 Camino Vida Roble City of Carlsbad Carlsbad, CA 92011 Address 1775 Dove Lane Phone No. 877-439-1445 Carlsbad, CA 92011 Email jhoffman@aircareambulance.com Phone No. 442-339-2086 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. DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 PSALCA-22099CA City Attorney Approved Version 6/12/18 5 16. 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 No 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services, the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 □ ■ PSALCA-22099CA City Attorney Approved Version 6/12/18 6 performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 PSALCA-22099CA City Attorney Approved Version 6/12/18 7 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Sottek Trippe Enterprises LLC DBA AirCare Ambulance By: By: (sign here) SUZANNE SMITHSON Library & Cultural Arts Director As authorized by the City Manager GEOFF FIELD, CEO (print name/title) ATTEST: By: (sign here) For FAVIOLA MEDINA CORY SOTTEK, CAO City Clerk Services Manager (print name/title) 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: For CELIA A. BREWER, City Attorney BY: _____________________________ Assistant/Deputy City Attorney DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 PSALCA-22099CA City Attorney Approved Version 6/12/188 EXHIBIT “A” SCOPE OF SERVICES The contractor was selected because of their requisite skill and State of California licensed requirements to provide first-aid and levels of care required for a large-scale event. The vendor is a Carlsbad-based business. 1.CONTACT INFORMATION ContractorChief Operating Officer Jay Hoffman, 877-439-1445, jhoffman@aircareambulance.com City •Cultural Arts Manager Richard Schultz, 442-339-2068, richard.schultz@carlsbadca.gov •Program & Venues Coordinator Thomas Johnston, 442-339-2093,thomas.johnston@carlsbadca.gov •Cultural Arts Administration 442-339-2090 2.SERVICE LOCATIONS PROVIDED BY CONTRACTOR Fridays, June 24 through August 19 4 – 8 p.m. per day Dates Locations June 24, and July 1, 2022 Stagecoach Community Park 3420 Camino de los Coches, Carlsbad, CA July 8, 15 and 22, 2022 Poinsettia Community Park 6600 Hidden Valley Road, Carlsbad, CA July 29 and August 5, 2022 Calavera Hills Community Park 2997 Glasgow Drive, Carlsbad, CA August 12 and 19, 2022 Alga Norte Community Park 6565 Alicante Road, Carlsbad, CA 3.CONTRACTOR’S RESPONSIBILITY On-site security plan •Contractor will arrive at 4 p.m. at each venue and receive a briefing from the event organizer, Thomas Johnston. •Administer first-aid based on an escalating level of care. Calling 9-1-1 when needed care exceeds Contractor’s level of expertise and training. •Work with 9-1-1 emergency responders service during the event. •Provide quality customer service when interacting with the public. •Help with and support the event safety protocols for a lost or missing child, parent, or guardian. DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 PSALCA-22099CA City Attorney Approved Version 6/12/189 4.CONTRACTOR’S ON-SITE SCHEDULE TIME ACTIVITY 4 p.m. Arrive at park location. Check-in with Event Organizer 4 – 6 p.m. Prepare to receive attendees at baseball field(s) entrances 6 – 8 p.m. Maintain a physical presence walking patrols inside the baseball field and designated venue spaces. 5.CITY’S RESPONSIBILITY •Provide Contractor with site map and on-site contact list. •Provide a location for staging equipment. •Provide a 10’ x 20’ canopy tent, if desired. 6.HEALTH & SAFETY During the COVID-19 health-related pandemic, all activities occurring at City facilities, allparties must adhere to the guidance from the state, country, and local authorities on healthand safety protocols. City staff will inform Contractor what the current guidelines are prior to their arrival and upon entering a City facility. Safety protocols may include, but are not limitedto, hand washing, temperature testing, requiring face coverings, and maintaining physicaldistancing of six (6) feet. 7.FEES Labor 4 EMT Per Event TOTAL for nine (9) events (2)EMT event rate of $580 $1,160 ea. $10,440 TOTAL $10,440 8.INVOICING/PAYMENT All invoices shall be submitted monthly for payment to the Cultural Arts Manager ordesignee and shall be sufficiently detailed to include related activities, location, hours andtotal costs. Final invoice approval will be completed by the City’s Library & Cultural Arts Director or designee. DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 05/03/2022 Brown & Brown 2401 E. Katella Ave. Suite 550 Anaheim CA 92806 Katia Thomas (714) 221-1800 (714) 221-4196 katia.thomas@bbrown.com Sottek Trippe Enterprises, LLC, DBA: AirCare Ambulance 2105 Camino Vida Roble Suite A Carlsbad CA 92011 Capitol Specialty Insurance Corporation 10328 National Continental Insurance Company 10243A 22-23 Master A $5,000 Ded each occur Sexual Misconduct - Claims Made Y MM2021213602 02/01/2022 02/01/2023 1,000,000 100,000 5,000 1,000,000 3,000,000 1,000,000 SM - Each Claim/Agg 1,000,000/$1mil B CP59340702 02/01/2022 02/01/2023 3,000,000 Uninsured motorist BI split limit 30,000 A 5,000 MM2021213702 02/01/2022 02/01/2023 2,000,000 2,000,000 A Professional Liability - Claims Made Retro 2-1-2022 MM2021213602 02/01/2022 02/01/2023 Each Act $1,000,000 Aggregate $3,000,000 RE: TGIF Concerts in the Parks and Library & Cultural Arts Department The City of Carlsbad, its officials, employees and volunteers are named as Additional Insured as respects to General Liability in regards to the operations of the Named Insured per HCO-GTC-001 (12/18), if required by written contract. GL Primary and Non-Contributory wording applies per endt HCO-GTC-001 (12/18). City of Carlsbad Library & Cultural Arts Dept 1775 Dove Lane Carlsbad CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 ACORD® I ~ I X I [8] X X I-- ~ □ □ I-- -X I--I--X X X ~ IXI I l I □ I AirCare Ambulance AirCare International Ground Transport Division Doing Business As Doing Business As Additional Named Insureds Other Named Insureds OFAPPINF (02/2007)COPYRIGHT 2007, AMS SERVICES INC DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 s Healthcare Organizations Professional Liability Package Policy General Terms and Conditions HCO-GTC-001 (12/18)© 2018 CapSpecialty, Inc. All rights reserved.Page 1 of 15 This Policy is comprised of these General Terms and Conditions, the Declarations, the Application, the Coverage Sections purchased, and any Endorsements thereto. The Coverage under this Policy is provided on either a Claims Made and Reported Basis, or on an Occurrence Basis, in accordance with the terms of each Coverage Section. Words or phrases that appear in bold text (other than in headings and titles) have special meaning as specified in this Policy. In consideration of the payment of the premium and in reliance upon all statements made and information contained in the Application, the Insurer and the Named Insured, on behalf of all Insureds, agree as follows: I. COVERAGE TERMS These General Terms and Conditions will apply to all Coverage Sections of this Policy, unless stated to the contrary in any Coverage Section. The terms and conditions of each Coverage Section will apply only to that Coverage Section. If any provision in these General Terms and Conditions is inconsistent with or conflicts with the terms and conditions of any Coverage Section, the terms and conditions of such Coverage Section will control for purposes of determining coverage under that Coverage Section. Any defined term in these General Terms and Conditions which is also defined in a Coverage Section, will, for purposes of determining coverage under that Coverage Section, have the meaning set forth in that Coverage Section. II. SUPPLEMENTARY PAYMENTS A. LOSS OF EARNINGS AND EXPENSES In addition to the Policy Aggregate Limit of Liability, the Insurer will pay loss of earnings due to time off from work, plus any reasonable travel and related expenses incurred by an Insured, where such Insured is participating in a hearing, trial, mediation, arbitration or deposition in connection with a covered Claim or at the Insurer’s request. The amount the Insurer shall pay shall not exceed $500 per day, per Insured, and no more than a total amount of $5,000 per Claim regardless of the number of Insureds participating. No deductible shall apply to payments made pursuant to this provision. III. WHO IS AN INSURED A. INSUREDS Insured means any Insured Entity or Insured Person, as follows: 1.Insured Entity includes: (a) the Named Insured; (b) any Subsidiary which exists as of the Effective Date of this Policy; (c) any management company of the Named Insured, but only with respect to their duties as the management company of the Named Insured and only if a management agreement between the management company and the Named Insured is executed and effective prior to the date that the events or incidents underlying or alleged in the Claim took place; and (d) any other entity or organization specified in an Endorsement to this Policy as an Insured Entity. 2.Insured Person includes any past, present or future individual who is a: (a) principal, if the Insured Entity is a sole proprietorship; (b) partner, if the Insured Entity is a partnership; (c) general partner or managing general partner, if the Insured Entity is a limited partnership; (d) managing member, if the Insured Entity is a limited liability company; (e) any officer, trustee or member of the Board of Directors, if the Insured Entity is a corporation; DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 '-~ CapSpecialt~ Especially nov HCO-GTC-001 (12/18) © 2018 CapSpecialty, Inc. All rights reserved. Page 2 of 15 (f) any member of a duly authorized board or committee of an Insured Entity; (g) any administrator of an Insured Entity; (h) any medical director of an Insured Entity (but only with respect to their administrative duties and not for the direct provision of Medical Services to Patients); (i) any Employee, student or Volunteer. Coverage under this Policy for the Insured Persons listed above shall only apply while such individuals are acting within the capacity and scope of his or her duties on behalf of an Insured Entity. IV. COVERAGE EXTENSIONS A.ADDITIONAL INSUREDS BY CONTRACT 1. Coverage under this Policy shall be extended to apply to Claims against other individuals or organizations when required by written contract or agreement with the Named Insured, or pursuant to any permit (hereinafter referred to as “Additional Insureds”). The written contract, agreement or permit must be executed and effective prior to the date that the events or incidents underlying or alleged in the Claim took place. Coverage is provided for such Additional Insureds only for those allegations in the Claim which arise out of the otherwise covered negligent acts, errors or omissions of an Insured (other than an Additional Insured). 2. Coverage for the Additional Insureds shall not be deemed to increase the Limits of Liability of this Policy or broaden the terms of coverage. All Additional Insureds will share in the applicable Limits of Liability for any covered Claim. Loss paid on behalf of any Additional Insured, and Defense Expenses if applicable, will reduce and may exhaust any applicable Limits of Liability under this Policy. This Policy shall not provide coverage for any Claim, allegation or liability which arises out of an Additional Insured’s own negligence, act, error or omission, work or conduct. 3. Primary, Non-Contributory Coverage: This Policy will be primary to and not seek contribution from any other insurance available to an Additional Insured; provided that: (a) the Additional Insured is the Named Insured under such other policy; and (a) the Named Insured has agreed in the written contract, agreement or permit that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. B.OTHER COVERAGE EXTENSIONS Coverage under this Policy shall also apply to Claims against the following persons or entities, but only with respect to liability arising out of the actions of an Insured: 1. the debtor-in-possession or bankruptcy estate, including any bankruptcy trustee, of an Insured Entity, as established under United States bankruptcy laws, or any equivalent representative of an Insured Entity under the laws of any other jurisdiction; 2. the estate, heirs, executors, administrators, assignees and legal representatives of an Insured Person, in the event of the death or incapacity of such Insured Person; and 3. the lawful spouse of an Insured Person listed above, including any natural person qualifying as a domestic partner under the provisions of any applicable federal, state, or local law in the United States. V. DEFINITIONS Some bold-faced words may be defined in other parts of this Policy. A.Application means: 1. the application forms and any supplemental application forms, including those forms of any other insurance carrier or company, which are submitted to the Insurer in connection with the application and underwriting process for this Policy, or any prior policy of which this is a renewal; and 2. any and all materials and information submitted to the Insurer in connection with the application and underwriting process and all publicly available material developed or disseminated by the Insured about the Insured that the Insurer obtained prior to the Effective Date of the Policy; all of which are deemed to be on file with the Insurer and are deemed to be attached to, and form a part of this Policy, as if physically attached. B.Auto means a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 HCO-GTC-001 (12/18) © 2018 CapSpecialty, Inc. All rights reserved. Page 3 of 15 C.Bodily Injury, unless otherwise defined in a specific Coverage Section, means physical harm, including sickness, disease or death, to the physical health of a person. It includes mental anguish, injury or illness, or emotional distress, whether or not it results from such physical harm, sickness or disease to the same person. D.Claim means: 1. a written demand; 2. a civil proceeding; 3. an arbitration proceeding to which an Insured must submit or does submit with the Insurer’s consent; and 4. any other alternative dispute resolution proceeding to which an Insured submits with the Insurer’s consent; which seeks monetary damages from an Insured for a Wrongful Act for which coverage is provided under this Policy. Claim does not include a request for medical records; a patient incident report, a variance report, or any other report made for loss prevention purposes; a subpoena for documents or testimony; an investigation, proceeding or suit brought by or on behalf of any governmental agency (unless such coverage is specifically provided in any Coverage Section); or a demand or legal proceeding seeking solely non-monetary or injunctive relief. E.Defense Expenses means any of the following costs or expenses incurred in the investigation, negotiation defense or settlement of any covered Claim: 1. reasonable and necessary expenses incurred by the Insurer on the Insured’s behalf; 2. reasonable fees charged by attorneys selected or pre-approved by the Insurer to defend an Insured; 3. the cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable Limits of Liability; provided that the Insurer will not be obligated to apply for or furnish these bonds; and 4. reasonable and necessary expenses incurred by the Insured at the Insurer’s request or with the Insurer’s consent. F.Employee means the following natural persons: 1. a person performing work or services for an Insured Entity for wages or other compensation on a full-time or part-time basis; 2. a leased worker, or a person leased to an Insured Entity by a labor leasing firm under an agreement between the Insured Entity and the labor leasing firm, to perform duties related to the conduct of the Insured Entity’s business; and 3. a temporary worker, or a person who is substituting for a permanent employee on leave or is needed to meet seasonal or short-term workload conditions (other than a Locum Tenens). Employees are Insureds under this Policy, but only for Wrongful Acts committed while acting within the scope of their duties for an Insured Entity G.Employment Practices means any acts, errors or omissions, practices, policies or procedures relating to employment or prospective employment with any Insured Entity, including but not limited to the following: breach of any employment contract, including any contract or agreement with a labor union; failure or refusal to hire or employ; dismissal, discharge, reduction in force, downsizing or termination of employment, whether actual or constructive; demotion, reassignment, failure or refusal to promote, or deprivation of career opportunity; discipline of employees; evaluation of employees; discrimination or harassment of any kind or on any basis including but not limited to race, sex, marital status, ancestry, physical or mental handicaps, age, sexual preference, pregnancy or religion or other status that is protected under any applicable federal, state or local statute or ordinance; humiliation or defamation; retaliatory treatment against an employee arising out of the employee’s attempted or actual exercise of rights under the law; employment-related misrepresentations; or failure to implement appropriate workplace or employment policies or procedures. H.Executive Officer means any senior executive, manager, officer, or risk manager, of an Insured Entity. I.Insured means those persons and/or entities identified in Section III. WHO IS AN INSURED, or specifically included as an Insured in any Endorsement to this Policy. J.Insurer means the company issuing this Policy as indicated on the Declarations. K.Loading or Unloading means the handling of property: 1. after it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or Auto; 2. while it is in or on an aircraft, watercraft or Auto; or 3. while it is being moved from an aircraft, watercraft or Auto to the place where it is finally delivered; but Loading or Unloading does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or Auto. DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 HCO-GTC-001 (12/18) © 2018 CapSpecialty, Inc. All rights reserved. Page 4 of 15 L.Loss means amounts that an Insured becomes legally obligated to pay in connection with a Claim covered under this Policy. Loss includes: 1. settlements; 2. judgments; 3. pre-judgment and post-judgment interest on any settlement or judgment, where required by law; and 4. punitive or exemplary damages, to the extent that such damages are insurable under the laws of the applicable jurisdiction that is most favorable to the insurability of punitive or exemplary damages. Loss does not include: (a)Defense Expenses; (b) amounts for which an Insured is not legally liable; (c) taxes; (d) any return, refund or disgorgement of fees, profits, charges or other amounts; (e) fines or penalties, including civil or administrative fines or penalties and civil monetary penalties; (f) the multiplied portion of any multiplied damages award; (g) relief or redress in any form other than monetary compensation or monetary damages, including without limitation the cost of complying with any injunctive, declaratory or administrative relief; (h) costs or fees awarded in favor of the claimant; or (i) amounts deemed uninsurable under applicable law. M.Management Control means: 1. having ownership interests representing greater than fifty percent (50%) of the voting, appointment, or designation power for the selection of a majority of the members of the Board of Directors of a corporation, the Management Committee of a joint venture or partnership, or the Management Board of a limited liability company; 2. having ownership interests in an entity representing greater than fifty percent (50%) of the outstanding shares or equity interests; or 3. having the right, pursuant to a written contract or the by-laws, charter, operating agreement or similar documents, to elect, appoint or designate a majority of the members of the Board of Directors of a corporation, the Management Committee of a joint venture or partnership, or the Management Board of a limited liability company. N.Medical Services means healthcare, medical care, or treatment provided to any individual, including any of the following: medical, dental, psychiatric, mental health, chiropractic, osteopathic, nursing, or other professional healthcare; the furnishing or dispensing of medications, drugs, blood, blood products, or medical, dental, or psychiatric supplies, equipment, or appliances in connection with such care; the furnishing of food or beverages in connection with such care; the providing of counseling or other social services in connection with such care; and the handling of, or the performance of post-mortem examinations on, human bodies. O.Mobile Equipment means any of the following types of land vehicles, including any attached machinery or equipment: 1. bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; 2. vehicles maintained for use solely on premises the Named Insured owns or rents; 3. vehicles that travel on crawler treads; 4. vehicles, whether self-propelled or not, maintained primarily to provide mobility or permanently mounted: (a) power cranes, shovels, loaders, diggers or drills; or (b) road construction or resurfacing equipment such as graders, scrapers or rollers. P.Named Insured means the entity designated as such in Item 1. of the Declarations. Q.Occurrence means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. R.Patient means any person or human body seeking, registered or admitted to receive Medical Services from an Insured, before, during or after registration for such services, and whether on an in-patient, out-patient or emergency basis. S.Policy Period means the period from the Effective Date to the Expiration Date of this Policy, as specified in the Declarations. However, if this Policy is cancelled by either the Named Insured or the Insurer, the Policy Period ends at the effective date of the cancellation. DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 HCO-GTC-001 (12/18) © 2018 CapSpecialty, Inc. All rights reserved. Page 5 of 15 T.Pollutants means any solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. Pollutants shall also include biomedical waste, which includes any waste which is generated during the diagnosis, treatment or immunization of human beings or in research activities. U.Property Damage means: 1. 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 of others that is not physically injured. V.Retroactive Date means the applicable date set forth on the Declarations of this Policy. W.Sexual Misconduct means any type of actual, alleged, attempted, suggested or proposed physical contact, speech or activity of a sexual nature, whether or not consensual, and includes sexual molestation and sexual abuse. X.Subsidiary means any entity of which the Named Insured has Management Control, either directly or indirectly through one or more Subsidiaries. A Subsidiary shall not include any partnership, joint venture or limited liability company, unless specifically designated as such in an Endorsement to this Policy. Y.Volunteer means a person who provides his or her services or labor to an Insured Entity, but who does not have a contract to provide, and is not compensated for, such services and labor. Z.Wrongful Act means any: 1.Healthcare Professional Services Wrongful Act, as defined in the Healthcare Professional Liability Coverage Section; 2.Employee Benefits Wrongful Act, as defined in the Employee Benefits Liability Coverage Section; 3.Sexual Misconduct Wrongful Act, as defined in the Sexual Misconduct Liability Coverage Section; 4. Offense resulting in Personal Injury or Advertising Injury, as defined in the General Liability Coverage Section; 5.Occurrence resulting in Bodily Injury, Property Damage, or Damages to Premises Rented to You, as defined in the General Liability Coverage Section; if coverage under the respective Coverage Section is purchased by the Named Insured, as specified in the Declarations. VI. LIMITS OF LIABILITY / DEDUCTIBLES A. LIMITS OF LIABILITY 1. The Limits of Liability provided under this Policy represent the most the Insurer will pay under this Policy for Loss, and Defense Expenses when applicable and in accordance with the terms set forth in each respective Coverage Section, regardless of the number of: (a)Insureds; (b) Additional Insureds as described in Section IV.A. of these General Terms and Conditions; (c)Claims that are made; (d) Persons or organizations making Claims; or (e)Wrongful Acts. All Insureds and Additional Insureds shall share in the Limits of Liability under this Policy. 2. Each Claim Limit of Liability The Each Claim Limit of Liability specified in the Declarations for an Insuring Agreement or Coverage Section represents the maximum amount the Insurer will pay for all Loss, and Defense Expenses when applicable, from a single Claim for which coverage is provided by that Insuring Agreement or Coverage Section, subject to Section VI.E. below. 3. Each Occurrence Limit of Liability or Each Wrongful Act Limit of Liability The Each Occurrence Limit of Liability or Each Wrongful Act Limit of Liability as specified in the Declarations for an Insuring Agreement or Coverage Section represents the most the Insurer will pay for all Loss, and Defense Expenses when applicable, from a single Occurrence or Wrongful Act for which coverage is provided by that Insuring Agreement or Coverage Section, subject to Section VI.E. below. 4. Coverage Aggregate Limit of Liability The Coverage Aggregate Limit of Liability for each purchased Coverage Section, as specified in the Declarations, is maximum amount payable by the Insurer’s for all Loss, and Defense Expenses when applicable, and all other amounts under the respective Coverage Section. However, if a specific coverage in a Coverage Section indicates that its Limits of DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 HCO-GTC-001 (12/18) © 2018 CapSpecialty, Inc. All rights reserved. Page 6 of 15 Liability are in addition to the Coverage Aggregate Limit of Liability, then payments made pursuant to such coverage shall not reduce or erode the Coverage Aggregate Limit of Liability or the Policy Aggregate Limit of Liability. If a Coverage Aggregate Limit of Liability is exhausted by the payment of Loss, and Defense Expenses when applicable, or other amounts payable under the respective Coverage Section, the Insurer will have no further obligation to pay any further amounts under such Coverage Section, and the premium for such Coverage Section will be fully earned. 5. Policy Aggregate Limit of Liability The Policy Aggregate Limit of Liability, as specified in the Declarations, is the maximum amount payable by the Insurer under this Policy for all Loss, and Defense Expenses when applicable, from all Claims, Occurrences or Wrongful Acts, and for all other amounts payable, for which coverage is provided under all purchased Coverage Sections, subject to paragraph 4. Above. If the Policy Aggregate Limit of Liability is exhausted by the payment of Loss, and Defense Expenses when applicable, and other amounts payable, the Insurer will have no further obligation to pay any further amounts under this Policy, or have any obligation of any kind with respect to any Claim under this Policy, and the Total Policy Premium specified in the Declarations will be fully earned. 6. Exhaustion of Limits of Liability – Transition of Defense When the applicable Limit of Liability for a Claim (or the applicable Coverage Aggregate Limit of Liability or Policy Aggregate Limit of Liability) is exhausted, the control and defense of such Claim shall transfer to the Insured, and the Insured must cooperate in this transfer and accept the control and defense of such Claim. The Insurer shall notify the Named Insured in writing if the Limit of Liability is likely to be exhausted by payments and initiate the transfer of control and defense to the appropriate Insured, as determined by the Named Insured. The Insurer agrees to take such steps, as it deems appropriate, to avoid a default in, or continue the defense of, such Claims until such transfer is completed, provided the appropriate Insured is cooperating in completing such transfer. The Named Insured shall, upon written notice from the Insurer, promptly reimburse the Insurer for expenses the Insurer incurs in taking those steps. B. PAYMENT OF DEFENSE EXPENSES 1. Generally, Defense Expenses are paid in addition to the Limits of Liability, and payment by the Insurer of Defense Expenses will not reduce the Limits of Liability for such Coverage Sections or the Policy Aggregate Limit of Liability. However, with respect to the Sexual Misconduct Liability Coverage Section, and specific Insuring Agreements in the Professional Liability Coverage Section, Defense Expenses are part of and not in addition to the applicable Limits of Liability, and payments by the Insurer of Defense Expenses may, as indicated in the Coverage Section, reduce and exhaust such Limits of Liability for such Coverage Section and the Policy Aggregate Limit of Liability: However, the Insurer will not be obligated to defend or continue to defend any Claim or pay Defense Expenses for any Claim under such Coverage Sections after Limit of Liability has been exhausted by the payment of Loss, both Loss and Defense Expenses as applicable, or other amounts payable under this Policy. 2. Advancement and Reimbursement of Defense Expenses If the Insurer initially defends any Insured, or pay Defense Expenses including attorney’s fees and costs, for any Claim against any Insured, but it is later determined that the Claim, the parties involved in the Claim, or the Defense Expenses which the Insurer has paid, are not covered or insured under this Policy, then the Insurer shall have the right to be reimbursed in full for all such Defense Expenses. C. DEDUCTIBLE 1. The Insurer will only be liable for the amount of Loss in any Claim, which is in excess of the applicable Deductible amount as specified in the Declarations. Provided however, that with respect to the Sexual Misconduct Coverage Section, if purchased by the Insured, the Insurer will only be liable for the amount of Loss and Defense Expenses in any Claim, which is in excess of the applicable Deductible amount as specified in the Declarations. 2. The Deductible amount will be borne by the Insureds and remain uninsured. 3. If the total of all Loss (or Loss and Defense Expenses with respect to the Sexual Misconduct Coverage Section) from any Claim, is within the applicable Deductible, the Insurer will have no duty to pay under this Policy. 4. The Deductible amount is part of the Limits of Liability. Payments of Loss by the Insured within the Deductible amount will reduce and erode the Limits of Liability. 5. If, at the Insurer’s sole discretion, the Insurer has advanced or paid all or any part of the Deductible on behalf of the Insured, the Insured will be obligated to reimburse such amounts to the Insurer upon demand. DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 HCO-GTC-001 (12/18) © 2018 CapSpecialty, Inc. All rights reserved. Page 7 of 15 D. NON-STACKING OF LIMITS 1. Between Coverage Sections In the event that more than one Coverage Section of this Policy could apply to the same Claim or series of related Claims, or the same Wrongful Act or series of Wrongful Acts, only the applicable Each Claim, Each Occurrence or Each Wrongful Act Limit of Liability and the respective Deductible of one Coverage Section shall apply, which shall be determined in good faith by the Insurer, taking into consideration the predominant allegations in the Claim, the facts and circumstances underlying the Claim, and the respective interests of the parties to this Policy. In no event shall the Limits of Liability of more than one coverage or Coverage Section apply to the same Claim even if any applicable coverage or Coverage Section has a dedicated Limit of Liability as specified in an Endorsement to this Policy or otherwise. 2. With Other Policies Issued by the Insurer If any Loss, including Defense Expenses if applicable, from any Claim that is covered by this Policy, are also covered by another policy issued by the Insurer or any affiliate thereof to any Insured or Additional Insured, the maximum limit of liability payable under both policies for such Loss, and Defense Expenses if applicable, will not exceed the largest single each Claim, Each Occurrence or Each Wrongful Act Limit of Liability available under either policy, and the corresponding Deductible or Retention will apply. This shall not apply if such other Policy is specifically written as excess insurance over this Policy. E. RELATED CLAIMS; RELATED ACTS 1. Related Claims All Claims based upon or arising out of the same or related facts, circumstances, situations, Patient, transactions or events, or series thereof, whether related logically, causally or in any other way, will be deemed a single Claim subject to one Each Claim Limit of Liability and one Deductible. Such Claim shall be considered to have been made on the earlier of the following dates: (a) the date the first of such Claims is made against an Insured; or (b) the date the Insurer receives an Insured’s written notice of circumstances in accordance with Section VII.A. of these General Terms and Conditions. 2. Related Wrongful Acts All Wrongful Acts based on or arising out of the same or related acts, errors, omissions, facts, circumstances, situations, Patients, transactions or events, or series thereof, whether related logically, causally or in any other way, will be treated as one Wrongful Act subject to one Each Occurrence or Each Wrongful Act Limit of Liability and one Deductible. Such Wrongful Act shall be deemed to have taken place on the date of the first act, error or omission or event. If such Wrongful Act began or took place prior to the applicable Retroactive Date (for Claims-Made coverage) or Effective Date (for Occurrence coverage) of this Policy, then no coverage shall apply under this Policy to any Claims arising therefrom. VII. CONDITIONS A. REPORTING REQUIREMENTS; DUTIES IN THE EVENT OF A CLAIM OR INCIDENT Refer to the “WHAT TO DO IF YOU HAVE A CLAIM OR POTENTIAL CLAIM OR INCIDENT” notice attached to the front of this Policy for Claims Department contact information. 1. Notice of Claims - Applicable to Claims-Made Coverages Only The Insured must, as a condition precedent to the obligations of the Insurer under this Policy, provide written notification to the Insurer of any Claim first made against an Insured during the Policy Period as soon as practical after any Insured becomes aware of such Claim, but no later than sixty (60) days after the end of the Policy Period. If a Claim is first made within any applicable Extended Reporting Period, the Insured will provide written notification to the Insurer of such Claim as soon as practicable but in no event later than the expiration of the Extended Reporting Period. A Claim will be considered first made when any Insured first receives notice of such Claim in writing. 2. Notice of Claims - Applicable to Occurrence Coverages Only The Insured must, as a condition precedent to the obligations of the Insurer under this Policy, provide written notification to the Insurer of any Claim for an Occurrence or Wrongful Act which commences and takes place during DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 HCO-GTC-001 (12/18) © 2018 CapSpecialty, Inc. All rights reserved. Page 8 of 15 the Policy Period as soon as practical after any Insured becomes aware of such Claim, but no later than sixty (60) days thereafter. 3. Notice of Circumstances or Incidents – Applicable to Claims-Made Coverages Only If during the Policy Period, the Insured first becomes aware of a circumstance or incident which may reasonably be expected to be the basis of a Claim against an Insured, and the Insured, as soon as practical but in no event later than the Expiration Date of the Policy Period, gives the Insurer written notice of the circumstance or incident, then the Insurer will treat any subsequently resulting Claim as if it had first been made during the Policy Period. All terms and conditions of this Policy in effect on the date that the Insurer receives notice of such circumstance or incident will apply to the resulting Claim. 4. Notice of Circumstances or Incidents – Applicable to Occurrence Coverages Only If during the Policy Period, the Insured first becomes aware of a circumstance or incident which may reasonably be expected to be the basis of a Claim against an Insured, and the Insured shall as soon as practical give the Insurer written notice of the circumstance or incident. 5. Notices to the Insurer Notices to the Insurer must be sent to the address or email shown in the notice listed above, and include all of the following information: (a) the names, addresses and other contact information of all persons and/or organizations involved in the Claim, circumstance or incident, and the specific persons or organizations making or likely to make the Claim; (b) a description of the time, place and nature of the circumstances or incidents, or the events underlying or alleged in the Claim; and (c) a description of the potential loss or damages. 6. Preservation of Rights The Insured shall take all steps necessary to preserve it rights and the rights of the Insurer with respect to any Claim, and shall do nothing to prejudice those rights. B. DEFENSE AND SETTLEMENT; COOPERATION 1. Defense and Investigation (a) It shall be the right and duty of the Insurer to defend any Claim to which coverage applies under this Policy, unless specifically indicated otherwise for a specific coverage or Insuring Agreement or in an Endorsement to this Policy. (b) If the Insurer has the right and duty to defend a Claim, the Insurer will have the right to select and retain counsel on behalf of the Insured to investigate and defend such Claim. (c) If the Insurer does not have the duty to defend a Claim, the Insured will have the responsibility to select and retain counsel for the investigation and defense of such Claim, subject to the prior approval of the Insurer which shall not be unreasonably withheld. (d)Defense Expenses paid by the Insurer may be paid in addition to or may reduce and exhaust the Limits of Liability, in accordance with the terms of each Insuring Agreement or Coverage Section. (e) The Insurer will not be obligated to pay Loss or Defense Expenses for any Claim under this Policy, or to defend or continue to defend any Claim, after the applicable Limit of Liability, or the Coverage Aggregate or Policy Aggregate Limit of Liability, is exhausted. 2. Insured’s Duty to Cooperate When the Insurer has the duty to defend: (a) The Insured must cooperate with the Insurer in the investigation, settlement and defense of any Claim for which coverage is provided under this Policy. (b) Upon the Insurer’s request, the Insured must authorize the Insurer to obtain records and other information. (c) The Insured must provide the Insurer with any requested information and keep the Insurer informed of developments of which it is notified. (d) The Insureds must attend hearings, depositions, meetings and trials and other proceedings at the request of the Insurer and assist the Insurer in securing and providing evidence and obtaining the attendance of witnesses. (e) The Insured must cooperate with the Insurer upon the Insurer’s request, in enforcing any rights of contribution or indemnity against another party who may be liable to an Insured. DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 HCO-GTC-001 (12/18) © 2018 CapSpecialty, Inc. All rights reserved. Page 9 of 15 (f) No Insured will, except at the Insured’s own cost, voluntarily make a payment, assume any obligation, admit any liability, or incur any expense or assume any other obligation, without the Insurer’s prior written consent. (g) The Insured must send the Insurer copies of all demands, notices, settlement offers, summonses or legal papers received in connection with a Claim or potential Claim. 3. Settlement of a Claim (a) No Insured may settle any Claim, make any offer of settlement, or stipulate to any judgment or any decision in any regulatory action or proceeding, without the Insurer’s prior written consent. The Insured may not take any action which would compromise any proposed settlement which is acceptable to the Insurer. (b) The Named Insured shall be authorized to act on behalf of all Insureds with respect to any settlement. (c) The Insurer may settle any Claim with the prior consent of the Named Insured, which shall not be unreasonably withheld. Such prior consent is not required in connection with any Claim under the Sexual Misconduct Coverage Section, if purchased by the Insured. (d) The Insurer and the Named Insured agree to cooperate in good faith with respect to the settlement of any Claim, and to promptly notify the other of any offer of settlement. C. LEGAL ACTION AGAINST THE INSURER No person or organization has a right under this Policy: 1. to join the Insurer as a party or otherwise bring the Insurer into a suit seeking Loss from an Insured; or 2. to sue the Insurer, unless the Insured has fully complied with all terms and conditions of this Policy. D. CANCELLATION; NO OBLIGATION TO RENEW 1. Cancellation (a) The Named Insured may cancel this Policy by mailing or delivering to the Insurer advance written notice of cancellation. (b) The Insurer may cancel this Policy by mailing or delivering to the Named Insured, at the most recent address on file with the Insurer, written notice of cancellation at least: (1) Ten (10) days before the effective date of cancellation if the Insurer cancels for non-payment of premium; or (2) Sixty (60) days before the effective date of cancellation if the Insurer cancels for any other reason; or such notice as otherwise specified by state law. (c) Notice of cancellation will state the effective date of cancellation. The Policy Period will end on that date. (d) If this Policy is cancelled, the Insurer will send any premium refund due to the Named Insured. If the Insurer cancels, the refund will be pro rata. If the Named Insured cancels, the refund will be calculated as ninety percent (90%) of the prorated return premium. The cancellation will be effective even if the Insurer has not made or offered a refund. (e) If notice is mailed, proof of mailing will be sufficient proof of notice. 2. No Obligation to Renew (a) The Insurer will not be obligated or required to renew this Policy. Any offer of renewal terms involving a change of Limit of Liability, Deductible, premium, or other terms and conditions will not constitute, nor be construed as, a refusal by the Insurer to renew this Policy. (b) The Insurer may elect to non-renew this Policy by mailing to the Named Insured, at the most recent address on file with the Insurer, at least sixty (60) days advance written notice, or notice as otherwise specified by state law. (c) If notice is mailed, proof of mailing will be sufficient proof of notice. E. EXTENDED REPORTING PERIOD – CLAIMS MADE COVERAGES ONLY This Section shall only apply to those coverages purchased by the Insured which apply on a Claims-Made and Reported basis. With respect to the Professional Liability Coverage Section, the Extended Reporting Periods shall only apply to Insuring Agreement A. Professional Liability Coverage. 1. Automatic Extended Reporting Period (a) If the Named Insured or the Insurer cancels or non-renews this Policy for any reason, other than for non-payment of premium and/or Deductible or for non-compliance with the terms and conditions of this Policy, then the Named DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 HCO-GTC-001 (12/18) © 2018 CapSpecialty, Inc. All rights reserved. Page 10 of 15 Insured will be entitled to an Automatic Extended Reporting Period of thirty (30) days from the effective date of the cancellation or nonrenewal of this Policy, in which to report Claims. (b) If an Optional Extended Reporting Period described below is purchased, then this Automatic Extended Reporting Period will be included within the Optional Extended Reporting Period and will not extend such Optional Extended Reporting Period. (c) The Automatic Extended Reporting Period shall not be effective if the Insured has procured replacement coverage with another insurance carrier. 2. Optional Extended Reporting Period If the Named Insured or the Insurer cancels or non-renews this Policy for any reason, other than for non-payment of premium and/or Deductible or for non-compliance with the terms and conditions of this Policy, then the Named Insured will have the right to purchase an Optional Extended Reporting Period as follows: (a) The right to purchase the Optional Extended Reporting Period will terminate unless written notice of the Named Insured’s intention to purchase it, together with payment of additional premium due, is received by the Insurer within thirty (30) days after the effective date of the cancellation or non-renewal. (b) The additional premium for the Optional Extended Reporting Period will be calculated as a percentage of the total annual premium, as specified in the Declarations. (c) The additional premium for the Optional Extended Reporting Period will be fully earned upon the effective date of the Optional Extended Reporting Period. Once purchased, the Optional Extended Reporting Period may not be cancelled. (d) The coverage provided under the Optional Extended Reporting Period is excess over any other insurance or coverage purchased by or for the Insured which also applies to a Claim. 3. Terms Applicable to both Automatic and Optional Extended Reporting Periods (a) All terms and conditions of this Policy in effect on the last day of the Policy Period will apply to a Claim made during the Extended Reporting Period. (b) The Extended Reporting Period does not extend the Policy Period or change the scope of coverage provided, nor does it provide an increased or reinstated Limit of Liability. (c) The Extended Reporting Period applies only to Claims first made against an Insured during the Extended Reporting Period for covered Wrongful Acts or Occurrences that occur on or after the Retroactive Date and before the effective date of cancellation or non-renewal of this Policy. F. CHANGE IN OPERATIONS The Named Insured agrees to notify the Insurer, in advance if possible, of any material changes in its operations or activities during the Policy Period as soon as practicable. If the Insurer determines that these changes in operations or activities result in a change to an Insured’s exposure, the Insurer will have the right to modify coverage terms, exclude coverage for any new risk or exposure that results from the material changes, and/or make adjustments to the premium or rates charged. “Material changes" means changes to the Insured’s operations or activities which materially increase or change the risk, as underwritten by the Insurer as of the Effective Date of this Policy, including but not limited to: 1. The suspension, revocation or restriction of an Insured Entity’s or Executive’s professional license, program certification, facility license, operating certificate, professional certification, registration, or similar requirement under federal, state or local law; 2. the use, acquisition, creation or opening of any facilities, practice groups or offices not described in the Application; 3. the creation or use of any practices, procedures or services not described in the Application; or 4. any other business operations or activities not previously disclosed to the Insurer in the Application. G. NEWLY ACQUIRED OR FORMED ENTITIES 1. A Subsidiary that is acquired or formed by the Named Insured during the Policy Period, and at the time of such transaction generates less than twenty-five percent (25%) of the total revenue of the Named Insured as reflected in the Named Insured’s most recent audited consolidated financial statement, will automatically be covered under this Policy as an Insured Entity if there is no other similar insurance available to such entity. DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 HCO-GTC-001 (12/18)© 2018 CapSpecialty, Inc. All rights reserved.Page 11 of 15 2. A Subsidiary that is acquired or formed by the Named Insured during the Policy Period, and at the time of such transaction generates equal to or more than twenty-five percent (25%) of the total revenue of the Named Insured as reflected in the Named Insured’s most recent audited consolidated financial statement, may be covered under this Policy as an Insured Entity if there is no other similar insurance available to such entity, but only subject to the following: Coverage is afforded to such new Subsidiary only until the ninetieth (90th) day after the acquisition or formation, or until the end of the Policy Period, whichever is earlier. Coverage will cease for such new Subsidiary after this period, unless, within this period: (a) the Named Insured advises the Insurer of the acquisition or formation of the new organization in writing; (b) the Named Insured provides any information or documentation as requested by the Insurer for evaluation; (c) the Named Insured pays any additional premium required; and (d) the Insurer issues an Endorsement to include the new Subsidiary as an Insured Entity. 3. For any other entity acquired or formed during the Policy Period which is not a Subsidiary, or which is a partnership, joint venture or limited liability corporation, there shall be no coverage provided under this Policy unless the Named Insured notifies the Insurer in writing, and the Insurer agrees to provide coverage for such new entity under this Policy subject to any additional terms, conditions and premium as may be required by the Insurer, and issues an Endorsement to this Policy to that effect. H. OTHER INSURANCE The insurance afforded by this Policy is excess of, but shall not be subject to the terms and conditions of, any other valid and collectible insurance available to the Insured, except insurance specifically arranged by the Named Insured to apply in excess of this insurance. I. REPRESENTATIONS 1. By accepting this Policy the Named Insured agrees, on behalf of all Insureds, that: (a) the statements in the Application, along with any and all attachments submitted with the same, or in connection with the application process and furnished to the Insurer are, after conducting due diligence and inquiry with any individuals who may have knowledge or information about the matters inquired about in such Application, true, accurate and complete; (b) those statements furnished to the Insurer are representations the Named Insured made on behalf of all Insureds; (c) those representations are a material inducement to the Insurer to issue this Policy; (d) the Insurer has issued this Policy in reliance upon those representations; and (e) if this Policy is a renewal of a previous policy issued by the Insurer, the Insured’s representations include representations made in all previous applications for previous policies issued by the Insurer. 2.In the event of any material misrepresentation in the Application, or fraud or misrepresentation with respect to the presentation of any Claim for which coverage is sought under this Policy, the Insurer may void or cancel this Policy or deny coverage under this Policy to any Insured, in accordance with applicable laws and regulations. With respect to any misrepresentation in the Application or with respect to any Claim, the knowledge of any Insured Person will not be imputed to any other Insured Person; however, the knowledge of and Executive Officer of an Insured Entity, or any person in a functionally equivalent position, will be imputed to the Insured Entity when determining whether to void or cancel this Policy or deny coverage hereunder. J. RESPONSIBILITIES OF NAMED INSURED The Named Insured specified in the Declarations shall act on behalf of all Insureds for the payment or return of premium, the payment of Deductible amounts, the receipt and acceptance of any Endorsement issued to form a part of this Policy, giving and receiving any notices or communications with respect to any Claim, giving and receiving notice of cancellation or non-renewal, and exercising any rights to an Extended Reporting Period. K. SUBROGATION 1. The Insurer and the Insured may have rights to recover from a third party, all or part of any payment that the Insurer or the Insured makes with respect to a Claim for which coverage is provided under this Policy. If so, the rights of the Insured are transferred to the Insurer. The Insured must do nothing to prejudice such rights. At the Insurer’s request, the Insured will do everything necessary to transfer and secure such rights and help the Insurer enforce them, including the execution of documents necessary to enable the Insurer to effectively bring suit. DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 -- HCO-GTC-001 (12/18) © 2018 CapSpecialty, Inc. All rights reserved. Page 12 of 15 2. Any recoveries will be applied as follows: (a) First to the Insurer if the Insurer incurs expenses to bring suit or otherwise exercise rights of recovery, up to the amount of incurred expenses; (b) Second to the Insurer up to the amount of its payment for Loss or any other amounts payable under this Policy; and (c) Third to the Named Insured as recovery of Deductible amounts paid by any Insured. 3. Waiver of Subrogation: However, the Insurer waives its rights to pursue subrogation in connection with payments under this Policy against individuals or entities, including any Additional Insureds, with whom the Named Insured has entered into a written contractual agreement requiring such waiver of subrogation (prior to the date of any loss or damages). L. TERRITORY – WORLDWIDE COVERAGE This Policy applies to covered acts, errors, omissions or events which are committed by any Insured anywhere in the world; provided that the Claim is brought in the United States and its territories or possessions or Canada. M. COMPLIANCE WITH ECONOMIC OR TRADE SANCTIONS This insurance does not apply, and no payment shall be made hereunder, to the extent that trade sanctions or economic sanctions, embargos or other similar programs, laws or regulations, in the United States, the European Union, or any other country, prohibit the Insurer from providing insurance or making payment. N. CONFORMITY TO STATUTE 1. Any terms of this Policy which are in conflict with the terms of any applicable laws construing this Policy, including any Endorsement to this Policy which is required by any state Department of Insurance or equivalent authority are hereby amended to conform to such laws. 2. In the event any portion of this Policy will be declared or deemed invalid or unenforceable under applicable law, such invalidity or unenforceability will not affect the validity or enforceability of any other portion of this Policy. O. BANKRUPTCY The bankruptcy or insolvency of an Insured or an Insured’s estate will not relieve the Insurer of its obligations under this Policy nor deprive the Insurer of its rights or defenses under this Policy. P. TRANSFER OF RIGHTS AND DUTIES An Insured’s rights and duties under this Policy may not be transferred without the Insurer’s prior written consent. Q. VALUATION AND CURRENCY If Loss is paid in currency other than United States of America dollars, then payment under this Policy will be considered to have been made in United States of America dollars at the conversion rate published in The Wall Street Journal on the date of payment. R. HEADINGS The descriptions in the headings and subheadings of this Policy are solely for convenience and do not constitute any part of this Policy’s terms and conditions. S. POLICY CHANGES This Policy contains all the agreements between the Insurer and the Named Insured concerning the insurance afforded. This Policy’s terms can be amended or waived only by Endorsement issued by the Insurer and made a part of this Policy. VIII. EXCLUSIONS A. No coverage is provided under this Policy for Loss, including Defense Expenses, in connection with any Claim or other proceeding based upon, arising out of, resulting from or in connection with, in whole or in part, whether or not any other cause or event contributes concurrently or in any sequence to, any actual or alleged: 1. Intentional Misconduct DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 HCO-GTC-001 (12/18) © 2018 CapSpecialty, Inc. All rights reserved. Page 13 of 15 Criminal, dishonest, fraudulent, malicious or knowingly wrongful actions, or any intentional violation of any law, by any Insured; or the gaining by any Insured, of any profit, remuneration or advantage to which such Insured is not legally entitled; Provided however, that this Exclusion will not apply: (a) unless there is a testimonial and uncontradicted admission, final adjudication or a finding in any proceeding establishing that such conduct occurred; or (b) to any natural person Insured who did not actually commit, participate in, have prior knowledge of, or conceal, such conduct. To determine the applicability of this Exclusion to any Insured, the misconduct of any Insured Person will not be imputed to any other Insured Person. The conduct of an Executive Officer will be imputed to the Insured Entity to determine the applicability of this Exclusion. If any Insured is found to have engaged in, or admits to engaging in, the conduct specified in this Exclusion, such Insured will reimburse the Insurer for any Defense Expenses advanced to or paid on behalf of such Insured; 2. Asbestos Injury or damage arising in whole or in part, either directly or indirectly, out of asbestos, regardless of whether the asbestos is: (a) airborne as a fiber or particle; (b) contained in any product; (c) carried or transmitted on clothing or by any other means; or (d) contained in or a part of: (1) any building; (2) any building material; (3) any insulation product; or (4) any component part of any building, building material or insulation product. 3. Aircraft, Auto, Watercraft Injury or damage arising, in whole or in part, out of the ownership, maintenance, use or entrustment to others of any aircraft, Auto, Mobile Equipment, or watercraft. Use includes operation and Loading and Unloading. Provided however, that this Exclusion shall not apply to an otherwise covered Claim under the Professional Liability Coverage Section for injury caused during the loading or unloading of Patients into or from any vehicle, watercraft or aircraft by the Insured. 4. Certain Statutory Obligations Violation of the Employee Retirement Income Security Act of 1974 (ERISA), the Fair Labor Standards Act (FLSA), the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Reconciliation Act (COBRA), the Occupational Safety and Health Act (OSHA), all as may be amended, or any similar federal, state or local statutory or common law, or any rules or regulations promulgated thereunder. 5. Contractual Liability Liability of any Insured under any contract or agreement, including any express warranty or guarantee, without regard to whether such liability is direct or assumed; or the breach of an express or implied contract or agreement; Provided however, that this Exclusion will not apply to liability an Insured would have in the absence of such contract or agreement; This Exclusion is subject to the provisions of Section IV.A. Additional Insureds By Contract. 6. Discrimination Discrimination against any person or entity on any basis, including not limited to, race, creed, color, religion, sex, sexual orientation, gender identity, ethnic background, national origin, age, disability, handicap or pregnancy. 7. Employment Practices Employment Practices. 8. Fungi and Bacteria DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 HCO-GTC-001 (12/18) © 2018 CapSpecialty, Inc. All rights reserved. Page 14 of 15 Injury or damage arising in whole or in part, directly or indirectly, out of fungi or bacteria, including mold or mildew, any mycotoxins, toxins, allergens, spores, scents, vapors, gases or by-products released by fungi, regardless of whether such fungi is: (a) airborne; (b) contained in any product; or (c) contained in or a part of any building, structure, building material, or any component part of any of the foregoing. Provided however, that this Exclusion shall not apply to an otherwise covered Claim under the Professional Liability Coverage Section arising out of fungi or bacteria which are contained in FDA-approved medications or in any products which are intended for consumption or use by human beings, or which a Patient allegedly becomes exposed to during a medical procedure or treatment. 9. Pollution Injury or damage resulting from: (a) the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of Pollutants at any time; or (b) any request, demand or order that any Insured abate, test for, monitor, clean up, remove, contain, treat, detoxify, neutralize, encapsulate, remediate, dispose of, or in any way respond to, or assess the effects of, Pollutants; Provided however, that this Exclusion does not apply to the extent that coverage is provided under the General Liability Coverage Section, if purchased by the Insured, for: (1)Bodily Injury if sustained within a building which is or was at any time owned or occupied, or rented or loaned to, any Insured and caused by Pollutants 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; or (2)Bodily Injury or Property Damage arising out of heat, smoke or fumes from a Hostile Fire but only to the extent that coverage is provided under Section I.E. of the General Liability Coverage Section, unless the Hostile Fire occurred or originated: (i) At any premises, site or location which is or was at any time used by or for any Insured or others for the handling, storage, disposal, processing or treatment of waste; or (ii) At any premises, site or location on which any Insured or any contractors or subcontractors working directly or indirectly on any Insured’s behalf are performing operations to test for, monitor, clean up, remove, contain, treat, detoxify, neutralize or in any way respond to, or assess the effects of Pollutants. 10. Healthcare Fraud Violation of any federal, state or local laws, rules or regulations pertaining to healthcare fraud, including but not limited to improper billing practices. Provided however, that this Exclusion does not apply to the extent that coverage is provided under Insuring Agreement F. Billing Errors and Omissions Claims Coverage, of the Professional Liability Coverage Section. 11. War Injury or damage resulting from: (a) war, including undeclared civil war; (b) warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (c) insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these; regardless of any other cause or event that contributes concurrently or in any sequence to the injury or damage. 12. Workers’ Compensation Obligation, injury or damage, for which any Insured may be liable under workers’ compensation, unemployment compensation, disability benefits or any similar law. 13. Loss of Management Control Wrongful Act of a Subsidiary or any of its Insured Persons which occurred either prior to the date the Named Insured gained Management Control of such Subsidiary or after the date the Named Insured ceased to have Management Control of such Subsidiary. DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3 HCO-GTC-001 (12/18) © 2018 CapSpecialty, Inc. All rights reserved. Page 15 of 15 14. Prior and Pending Litigation Pending or prior litigation, suit, proceeding or investigation of which any Insured had notice as of the Effective Date of this Policy; or alleging or derived from the same or essentially the same facts, events or acts, errors or omissions as alleged in such pending or prior litigation, suit, proceeding or investigation; 15. Privacy/Security of Information Misappropriation, misuse or disclosure of personal, confidential, private or proprietary information; or any violation of federal, state, local or foreign laws governing the use and protection of personal, confidential, private or proprietary information, including but not limited to the Health Information Portability and Accountability Act (HIPAA) Privacy Rule and the Health Information Technology for Economic and Clinical Health Act (HITECH); or any breach of or unauthorized access to or use of a computer, electronic device, computer network or computer system security; Provided however, that this Exclusion does not apply to coverage provided under Insuring Agreement E. HIPAA Claims Coverage, of the Professional Liability Coverage Section. 16. Intellectual Property Acts, errors or omissions in violation of any law or regulation protecting intellectual property rights of any kind, including but not limited to infringement or misappropriation of any copyright, trademark, patent, service mark or other intellectual property; or plagiarism or piracy; or any regulatory, enforcement or licensing complaint, investigation, action or proceeding brought by any agency or organization with the power to regulate or enforce intellectual property rights; Provided however, that this Exclusion does not apply to the extent that coverage is provided for Advertising Injury under the General Liability Coverage Section, if purchased by the Insured. 17. Antitrust; Unfair or Deceptive Trade Practices Antitrust activities, anti-competitive activities, price fixing, price discrimination, predatory pricing, restraint of trade, monopolization, unfair competition, unfair or deceptive business practices or trade practices, or conspiracy relating to any of the foregoing; or any actual or alleged violation of the Federal Trade Commission Act, the Sherman Antitrust Act, the Clayton Act, the Robinson-Patman Act, as amended, or any rules or regulations promulgated pursuant thereto, or any other state or federal law relating to any of the foregoing; 18. TCPA or CAN-SPAM Violations Unsolicited communications, telephone calls, facsimile transmissions, regular mail, electronic mail, texts, or audio or video recordings; wiretapping; telemarketing; any other form of unsolicited or invasive communication made by or on behalf of any Insured; or any actual or alleged violation of the Telephone Consumer Protection Act (“TCPA”) or the CAN-SPAM Act of 2003, or any rules or regulations promulgated pursuant thereto, or any other federal, state or local statute, law, rule or regulation prohibiting, limiting or otherwise regulating the dissemination, disposal, collection, recording, sending, transmitting, communicating or distribution of oral or written material or information. B. No coverage shall be provided under this Policy for any Claim: 1. Brought by or on behalf of any Insured or Additional Insured against any other Insured or Additional Insured; Provided however that this Exclusion will not apply to preclude or limit coverage for an otherwise covered Claim by an Employee under the Employee Benefits Liability Coverage Section, if purchased by the Insured. DocuSign Envelope ID: 670E2516-533C-4484-858B-C571BA6129B3