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HomeMy WebLinkAboutEvolve Forensics LLC; 2024-06-28;City Attorney Approved Version 6/5/2024 Page 1 AGREEMENT FOR ON-SITE TRAINING OF LATENT PRINT AND TENPRINT CERTIFICATION AND RECERTIFICATION SERVICES EVOLVE FORENSICS, LLC THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 20__, by and between the City of Carlsbad, California, a municipal corporation ("City") and Evolve Forensics, a Limited Liability Company ("Contractor”). RECITALS City requires the professional services of a consultant that is experienced in Latent Print and Tenprint Certification and Recertification. Contractor has the necessary experience in providing these professional services, 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 Exhibit “A,” attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of one year (1) year from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed three thousand dollars ($3,000.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission 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. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 24 28th June City Attorney Approved Version 6/5/2024 Page 2 Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 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. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Heather Hutchinson Name Alice White Title Training Coordinator Title Owner Department Police Address 9109 Royal Court City of Carlsbad Partlow, VA 22534 Address 2560 Orion Way Phone No. 702-769-9469 Carlsbad, CA 92010 Email alice@evolveforensics.com Phone No. 442-339-2181 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: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 City Attorney Approved Version 6/5/2024 Page 3 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 10. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 11. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 12. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 13. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 14. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 City Attorney Approved Version 6/5/2024 Page 4 under it, without the prior written consent of City. 15. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 16. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 17. 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. This Agreement may be executed in counterparts. 18. 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 Evolve Forensics, a Limited Liability Company By: By: (sign here) Police Chief Alice White / Owner (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Deputy City Clerk (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: DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 City Attorney Approved Version 6/5/2024 Page 5 Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 City Attorney Approved Version 6/5/2024 Page 6 EXHIBIT A SCOPE OF SERVICES AND FEE On-site training will be held at the Safety Training Center, 5750 Orion Street Carlsbad, CA 92010, from July 15-19, 2024. The Distortion Interpretation & Feature Distribution Course is a 4 ½ day workshop that will link together the biological aspects of the skin (“morpho” of morphometric) with the geometry of the impressions of the skin (“metric” of morphometric). The estimated distribution of the features within the population will be evaluated using published research and exploring the degree of symmetry among twins and within individuals (bilateral symmetry). Assessing variation in appearance will take place along two lines of inquiry 1) skin variation due to time (e.g., aging, injury, disease) and 2) variation in appearance due to distortion during the recording of the skin on a surface. Attendees will be able to make their own collection of distortion videos to reinforce the distortion concepts. The thirty-six (36) training hours are approved by the Internal Association of Identification for Latent Print & Tenprint Certification and Recertification. This workshop includes the content (including filming distortion) from Alice’s flagship course, Analysis of Distortion in Latent Prints. The tuition for this course is $650 per person. In exchange for hosting the training, Carlsbad Police Department attendees will receive a 10% registration discount. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 Authorized Representative SP 1577825 No. SP 1577825A EVOLVE FORENSICS, LLC 9109 ROYAL CT PARTLOW, VA 22534 POLICY PERIOD: (MO. DAY YR.) From:To: BUSINESS DESCRIPTION: Customer Copy 12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. NAMED INSURED AND ADDRESS: Renewal of Number POLICY DECLARATIONS 07/22/2023 07/22/2024 Training Specialist / Seminar Conductor, Compliance United States Liability Insurance Company 1190 Devon Park Drive, Wayne, Pennsylvania 19087 A Member Company of United States Liability Insurance Group Coverage Form(s) and Endorsement(s) made a part of this policy at time of issue See Endorsement EOD (1/95) Agent: THE LIBERTY COMPANY INSURANCE BROKERS, LLC (5803) 5955 De Soto Avenue, Suite 250 Woodland Hills, CA 91367 Issued:06/13/2023 2:37 PM By: UPD (08-07) THESE DECLARATIONS TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE PART DECLARATIONS, COVERAGE PART COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY. WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. Direct Bill Policy PREMIUM Specified Professions Professional Liability Errors And Omissions Coverage Part $1,871.00 TOTAL:$1,871.00 DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 Description of EndorsementsEndt#Revised The following forms apply to the Specified Professions Professional Liability Errors And Omissions coverage part Jacket Policy Jacket07/19 PROF-001 Absolute Pollution Exclusion - Professional06/01 SP Specified Professions Professional Liability Coverage Form07/09 SP 210 Retroactive Date Endorsement07/09 SP 211 VA Professional Services Exclusion Endorsement09/12 SP 212 Amendment Of Definition Of Insured Endorsement07/09 SP 230 Architects And Engineers Services Exclusion07/09 SP 283 Pro Security Endorsement04/13 SP 298 Privacy Breach and Defense of Regulatory Claims Endorsement12/17 SP VA Virginia State Amendatory Endorsement11/18 VA Disclosure Notice Virginia Disclosure Notice01/21 VA Notice Virginia Notice01/21 FORMS AND ENDORSEMENTS EXTENSION OF DECLARATIONS Policy No. SP 1577825A Effective Date:07/22/2023 12:01 AM STANDARD TIME AT YOUR MAILING ADDRESS All other terms and conditions remain unchanged.EOD (01/95)Page of1 1 DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 ITEM I. NAMED INSURED AND PRINCIPAL ADDRESS EVOLVE FORENSICS, LLC 9109 ROYAL CT PARTLOW, VA 22534 ITEM II. POLICY PERIOD: (MM/DD/YYYY) From:07/22/2023 To:07/22/2024 ITEM III. LIMITS OF LIABILITY ITEM IV. DEDUCTIBLE: ITEM V. PREMIUM: $1,000,000 $1,000,000 $5,000 $1,871 EACH CLAIM ANNUAL AGGREGATE EACH CLAIM Specified Professions Professional Liability ITEM VI. RETROACTIVE DATE:07/22/2022 ITEM VII. Coverage Form(s)/Part(s) and Endorsement(s) made a part of this policy at time of issue: See Endorsement EOD (01/95) ITEM VIII.Solely in the performance of Professional Services as a(n) Training Specialist / Seminar Conductor, Compliance Consultant, Expert Witness for others for a fee. THIS IS A CLAIMS MADE POLICY COVERAGE FORM AND UNLESS OTHERWISE PROVIDED HEREIN, THE COVERAGE OF THIS FORM IS LIMITED TO LIABILITY FOR CLAIMS FIRST MADE DURING THE POLICY PERIOD, OR THE EXTENSION PERIOD, IF APPLICABLE. DEFENSE COSTS SHALL BE APPLIED AGAINST THE DEDUCTIBLE. SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY ERRORS & OMISSIONS COVERAGE PART DECLARATIONS Effective Date:07/22/2023 12:01 AM STANDARD TIME No.Effective Date:SP 1577825A PLEASE READ YOUR POLICY CAREFULLY. SP 150 (09/11)Page 1 Of 1 THESE DECLARATIONS ARE PART OF THE POLICY DECLARATIONS CONTAINING THE NAME OF THE INSURED AND THE POLICY PERIOD. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 This page has been intentionally left blank. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 Jacket (07-19) Page 1 of 2 UNITED STATES LIABILITY INSURANCE GROUP A STOCK COMPANY A BERKSHIRE HATHAWAY COMPANY 1190 Devon Park Drive Wayne, PA 19087-2191 888-523-5545 – USLI.COM INSURANCE POLICY This policy jacket together with the policy declarations, coverage forms and endorsements, if any, complete this policy. The enclosed declarations designates the issuing company. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 Jacket (07-19) Page 2 of 2 INSURANCE POLICY Read your policy carefully! In Witness Whereof, the company has caused this Policy to be executed and attested. Where required by law, this Policy shall not be valid unless countersigned by a duly authorized representative of the company. Secretary President DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 PROF-001 (6/01) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ABSOLUTE POLLUTION EXCLUSION - PROFESSIONAL The following supercedes the terms and conditions of this policy. This insurance does not apply: 1. to any loss, cost or expense in connection with any Claim made against any Insured; 2. to damages for devaluation of property or for the taking, use or acquisition or interference with the rights of others in property or air space; 3. to any loss, cost or expense, including but not limited to fines and penalties, arising out of any governmental direction or request, or any private party or citizen action, that an Insured test for, monitor, clean up, remove, contain, treat, detoxify or neutralize “pollutants”, or 4. to any litigation or administrative procedure in which an Insured may be involved as a party; arising directly, indirectly, or in concurrence or in any sequence out of actual, alleged or threatened existence, discharge, dispersal, release or escape of “pollutants”, whether or not such actual, alleged or threatened existence, discharge, dispersal, release or escape is sudden, accidental or gradual in nature. In addition, this insurance does not apply to any loss, cost or expense arising out of or related to any form of “pollutant”, whether or not such actual, alleged or threatened existence, discharge, dispersal, release or escape is intentionally caused, or whether or not such injury, damage, devaluation, cost or expense is expected or intended from the standpoint of the Insured. This exclusion applies even if such “pollutant” has a function in, or is used by any Insured in the Insured’s business, operations, premises, site or location. “Pollutants” means noise or any solid, liquid, gaseous or thermal irritant or contaminant, including but not limited to smoke, vapor, soot, fumes, acids, alkalis, chemicals, toxic materials, asbestos, lead, electromagnetic radiation, “volatile organic compound” and gases therefrom, radon, combustion byproducts and “waste”. “Volatile organic compound” means any compound which discharges organic gases as it decomposes or evaporates, examples of which include but are not limited to formaldehyde, pesticides, adhesives, construction materials made with organic chemicals, solvents, paint varnish and cleaning products. “Waste” means any property intended to be disposed, recycled, reused or reclaimed by the owner or user thereof. All other terms and conditions remain unchanged. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP (07-09) Page 1 of 8 SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM NOTICE: This is a Claims-Made Policy. This Policy covers only those Claims first made against the Insured during the Policy Period or Extended Reporting Period, if purchased. In consideration of the payment of the premium and reliance upon all statements made and information furnished to the Company, including the statements made in the Application and all attachments and materials submitted therewith and subject to all the provisions of this Policy, the Company agrees as follows: I. INSURING AGREEMENTS A. The Company will pay on behalf of the Insured, Loss in excess of the Deductible not exceeding the Limit of Liability shown on the Policy Declarations for which this coverage applies that an Insured shall become legally obligated to pay because of Claims first made against an Insured during the Policy Period or if applicable, during the Extended Reporting Period, for Wrongful Acts or Wrongful Acts resulting in Personal Injury, arising solely out of an Insured’s duties on behalf of the Named Insured or Subsidiary. B. The Company will pay on behalf of the Insured any Loss in excess of the Deductible not exceeding the Limit of Liability as described in Section VI.C. to which this coverage applies that an Insured shall become legally obligated to pay because of a Claim(s) alleging Third Party Discrimination, provided that such Claim(s) arises out of a Wrongful Act of an Insured and is first made against an Insured during the Policy Period or if applicable during the Extended Reporting Period. C. The Company has the right and duty to defend any Claim to which this insurance applies, even if the allegations of the Claim are groundless, false or fraudulent. D. The Company will reimburse the reasonable expenses incurred by an Insured, including loss of wages, if the Insured is required by the Company to attend arbitration proceedings, trial or a hearing in defense of a Claim, in the amount of $250 per day for each Insured who attends such proceedings at the Company’s request, subject to a maximum of $5,000 per Claim. Payments made pursuant to this provision shall be in addition to the Limits of Liability shown in the Policy Declarations. The Deductible amount stated in the Policy Declarations shall not apply to the payments made by the Company pursuant to this provision. II. FULL PRIOR ACTS COVERAGE PROVISION Coverage shall apply to any Claim made against an Insured for a Wrongful Act arising solely out of the Insured’s duties on behalf of the Named Insured or Subsidiary committed prior to the expiration date of this Policy or the effective date of cancellation or non- renewal of this Policy, if applicable, provided that the Claim is first made during the Policy Period, or the Extended Reporting Period, if applicable. However, coverage shall not apply to any Claim based upon or arising out of any Wrongful Act or circumstance likely to give rise to a Claim of which the person or persons signing the Application had knowledge, or otherwise had a reasonable basis to anticipate might result in a Claim, prior to the earlier of: A. The inception date of this Policy; or B. The inception date of the first Policy of this type the Company has issued to the Named Insured, provided the Company has written continuous coverage for the Named Insured from such date to the inception date of this Policy. III. DEFINITIONS The following defined words have a special meaning and are highlighted throughout this Policy by bold print. A. “Application” means: 1. An application(s) and any material submitted for this Policy, and 2. An application(s) and any material submitted, for all previous Policies issued by the Company providing continuous coverage until the inception date of this Policy. The content of 1. and 2., above, are incorporated by reference in this Policy as if physically attached hereto. B. “Claim” means: 1. A demand for money as compensation for a Wrongful Act, or 2. Any judicial or administrative proceeding, including a Disciplinary Proceeding, mediation or arbitration initiated against any Insured seeking to hold such Insured responsible for a Wrongful Act, including any appeal therefrom; 3. Any request to toll the statute of limitations relating to a potential Claim involving an alleged Wrongful Act. A Claim shall be considered first made when any Insured or the Insured’s legal representative or agent first receives notice of a Claim. C. “Claim Expenses” means reasonable and necessary legal fees and expenses incurred by DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP (07-09) Page 2 of 8 the Company or by any attorney designated by the Company to defend any Insured and all other fees, costs, costs of attachment or similar bonds (without any obligation on the part of the Company to apply for or furnish such bonds) resulting from the investigation, adjustment, defense and appeal of a Claim, but does not include salaries, wages, overhead or benefits expenses of any Insured. D. “Company” means the insurer identified in the Policy Declarations. E. “Disciplinary Proceeding” means any proceeding by a licensing board, accreditation body or governmental agency with authority to regulate the Professional Services performed by an Insured or to investigate charges of wrong doing by an Insured in the rendering or failing to render Professional Services. F. “Domestic Partner” means any natural person qualifying as a domestic partner under the provisions of any applicable federal, state or local law. G. “Insured” means: 1. The individual, partnership, corporation or other entity specified as the Named Insured in ITEM I. of the Policy Declarations and shall include any partner, director, officer or employee thereof while acting within the scope of their duties as such; 2. Any former or retired partner, director, officer or employee of the Named Insured, but only for those Professional Services rendered on behalf of the Named Insured or Subsidiary prior to the date of separation or retirement from the Named Insured or Subsidiary; 3. Any independent contractor under contract with the Named Insured while acting solely on the Named Insured’s behalf; 4. Any Subsidiary of the Named Insured; 5. In the event of death, incompetency, insolvency or bankruptcy of any Insured, such Insured’s legal representative while acting within the scope of his or her duties as such. H. “Loss” means damages and settlements and pre-judgment and post-judgment interest awarded by a court and punitive or exemplary damages to the extent such damages are insurable under applicable law, but does not include that portion of any multiplied damage award which exceeds the amount multiplied, criminal or civil fines or penalties imposed by law, taxes, matters deemed uninsurable under the law pursuant to which this Policy shall be construed, or the return or dispute over, in whole or in part, of any fees charged or collected by the Insured. For the purpose of determining the insurability of punitive damages and exemplary damages, the laws of the jurisdiction most favorable to the insurability of such damages shall control, provided that such jurisdiction has a substantial relationship to the Named Insured or to the Claim giving rise to the damages. I. “Named Insured” means the Named Insured stated in the Policy Declarations. J. “Parent Organization” means any entity that owns more than fifty percent (50%) of the Named Insured as of the effective date of this Policy. K. “Personal Injury” means: 1. Wrongful entry or eviction or other invasion of private occupancy; or 2. The publication or utterance of a libel or slander or other defamatory or disparaging material, including libel, slander, defamation or disparagement of the goods, products or services of a third-party; or 3. A publication or an utterance constituting an invasion, infringement or interference with a third-party’s right of privacy or publicity; or 4. False arrest, detention or imprisonment or malicious prosecution. L. “Policy Period” means the period from the effective date of this Policy set forth in the Policy Declarations to the expiration date or the effective date of cancellation or non-renewal, if any. M. “Professional Services” means services rendered to others for a fee solely in the conduct of the Insured’s profession as stated in ITEM VIII. of the Policy Declarations, including such services provided electronically utilizing the Internet or a network of two or more computers. N. “Subsidiary” means, for the purpose of this Policy, any entity which is more than fifty percent (50%) owned or controlled by the Named Insured as of the effective date of this Policy and is disclosed as a subsidiary in an Application to the Company or any entity which becomes more than fifty percent (50%) owned or controlled by the Named Insured during the Policy Period subject to the provisions of Section XXI. of this Policy. O. “Third Party Discrimination” means discrimination by an Insured against any person with whom an Insured in their capacity as such interacts while providing Professional Services related to the conduct of the Named Insured’s business on the basis of age, sex, race, color, religion, disability, pregnancy, familial status, marital status, national origin, sexual preference or other protected class or characteristic established under applicable federal, state or local statute or ordinance. P. “Wrongful Act” means any actual or alleged error, omission or negligent act committed solely in the rendering of or failure to render Professional Services by an Insured or any DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP (07-09) Page 3 of 8 person, including an independent contractor acting on the behalf of the Named Insured or Subsidiary, for whom the Insured is legally liable in the rendering of Professional Services. The same Wrongful Act, an interrelated series of Wrongful Acts or a series of similar or related Wrongful Acts by one or more Insureds shall be deemed to be one Wrongful Act and to have commenced at the time of the earliest Wrongful Act. IV. EXCLUSIONS The Company shall not be liable to make payment for Loss or Claims Expenses in connection with any Claim made against an Insured arising out of, directly or indirectly resulting from or in consequence of or in any way involving: A. Conduct by any person that is criminal, fraudulent, dishonest or with the intent to cause damage or the gaining by any Insured of any personal profit, remuneration or advantage to which an Insured was not legally entitled; provided however, this exclusion shall not apply to Claims Expense incurred until a final judgment or adjudication is rendered against the Insured as to this conduct; or B. Any Claim by or on behalf of any Insured against any other Insured; or C. Any actual or alleged bodily injury, sickness, disease, or death of any person, or damage to or destruction of any tangible property, including the loss of use thereof; or D. Any actual or alleged failure to effect or maintain any insurance or bond; or E. Any actual or alleged activity by any Insured in a fiduciary capacity as respects any employee benefit or pension plan under the Employee Retirement Income Security Act of 1974 (ERISA) or any amendments thereof or similar state, federal or local statutory laws or common law; or F. Any actual or alleged violation of any securities, anti-trust, restraint of trade, unfair trade practices, consumer protection, or other similar law by any person, including but not limited to any Insured; or G. Any express warranties or guarantees by any Insured, or liability assumed by any Insured under a contract unless the Insured would have been legally liable in the absence of such contract; or H. Any prior or pending litigation, administrative, disciplinary or regulatory proceeding, Claim, demand, arbitration, decree, or judgment of which any Insured had notice before the effective date of this Policy, or any fact, circumstance, event, situation, or Wrongful Act which before the effective date of this Policy was the subject of any notice to any Insured; or any future Claims or litigation based upon such prior actions or proceedings or derived from the same or essentially the same actual or alleged facts; provided that, if this Policy is a renewal of a Policy or Policies previously issued by the Company and if the coverage provided by the Company was continuous from the effective date of the first such other Policy to the effective date of this Policy, the reference in this exclusion to “effective date” will mean the effective date of the first Policy under which the Company first provided continuous coverage to the Insured; or I. Any actual or alleged refusal to employ, termination of employment, or employment related coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, or discrimination of employment, or other employment-related practices, policies, acts or omissions; or J. The actual, alleged or threatened discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, lead, liquids or gases, waste materials, or other irritants, contaminants or pollutants into or upon land, the atmosphere or any water course or body of water, whether or not such actual, alleged or threatened discharge, dispersal, release or escape is sudden, accidental or gradual in nature, or any cost or expense arising out of any request, demand, or order that the Insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize any pollutants; or K. The performance of or failure to perform Professional Services for: 1. Any Insured, or 2. Any entity owned or controlled by any person or entity included within the definition of Insured, or 3. Any person or entity which owns or controls any entity included within the definition of Insured, or 4. Any entity which is under common ownership or control with any entity included within the definition of Insured, or 5. Any entity of which any person included within the definition of Insured is a director, officer, partner or more than a three percent (3%) shareholder; or L. Any actual or alleged infringement of any copyright, patent, trademark, trade name, trade dress or service mark; or wrongful appropriation, use, or disclosure of trade secrets by any person, including but not limited to any Insured; or M. Any actual or alleged failure of any Insured’s products or services to prevent unauthorized access to or use of any electronic system or program unless such unauthorized access or use is the result of a malfunction of a product or service provided by an Insured which is DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP (07-09) Page 4 of 8 specifically intended to prevent such unauthorized access or use; or N. Any actual or alleged failure of any Insured to honor an Insured’s cost guarantee or cost estimates for Professional Services rendered or to be rendered; or O. Any fee dispute or suit for fees initiated by any Insured against any past or current client of the Insured; or P. Any actual or alleged rendering or failure to render investment or insurance counseling or advice; the purchase or selling of, or failure to purchase or sell an investment or insurance of any kind; or any Insured’s advice, promise(s) or guarantee(s) regarding the future value of any investments or interest rate or rate of return; or any Insured’s advice, promise(s) or guarantee(s) regarding the coverage provided or not provided by insurance of any kind. V. DEFENSE AND SETTLEMENT A. The Company, as it deems expedient, has the right to investigate, adjust, defend, appeal and, with the consent of an Insured, negotiate the settlement of any Claim whether within or above the Deductible. If an Insured refuses to consent to a settlement recommended by the Company, the Company’s obligation to any Insured for Loss and Claims Expense attributable to such Claim(s) shall be limited to: 1. The amount of the covered Loss in excess of the Deductible which the Company would have paid in settlement at the time the Insured first refused to settle; 2. Plus covered Claims Expenses incurred up to the date the Insured first refused to settle; 3. Plus seventy-five percent (75%) of covered Claims Expenses and Loss in excess of the first settlement amount recommended by the Company to which the Insured did not consent. Payment of 1., 2. and 3., above, is the limit of the Company’s liability under this Policy on any Claim in which the Insured fails or refuses to consent to the Company’s settlement recommendation, subject at all times to the Limits of Liability and Deductible provisions. The remaining twenty-five percent (25%) of Loss and Claims Expenses in excess of the amount referenced in 1. and 2., above, shall be the obligation of the Insured. B. All Insureds agree to cooperate with the Company, and provide such assistance and information as the Company may reasonably request. Upon the Company’s request, any Insured shall submit to examination and interrogation by a representative of the Company, under oath if required, and shall attend hearings, depositions, trials and shall assist in the conduct of suits, including but not limited to effecting settlement, securing and giving evidence, obtaining the attendance of witnesses, giving written statements to the Company’s representatives and meeting with such representatives for the purpose of investigation and/or defense, all of the above without charge to the Company. All Insureds further agree not to take any action which may increase any Insured’s or the Company’s exposure for Claims Expense or Loss. C. All Insureds shall execute all papers required and shall do everything that may be necessary to secure and preserve any rights of indemnity, contribution or apportionment which an Insured or the Company may have, including the execution of such documents as are necessary to enable the Company to bring suit in an Insured’s name, and shall provide all other assistance and cooperation which the Company may reasonably require. D. An Insured shall not demand or agree to arbitration of any Claim without the written consent of the Company. An Insured shall not, except at personal cost, make any offer or payment, admit any liability, settle any Claim, assume any obligation, or incur any expense without the Company’s written consent. VI. LIMITS OF LIABILITY AND DEDUCTIBLE Regardless of the number of Insureds under this Policy, Claim(s) made or brought on account of Wrongful Act(s) or otherwise, the Company’s liability is limited as follows: A. For Claims arising under Section I.A. of this Policy, the Limit of Liability specified in the Policy Declarations as the ANNUAL AGGREGATE shall be the maximum liability for Loss for all Claims; B. For Claims arising under Section I.A. of this Policy, the Limit of Liability specified in the Policy Declarations as the Limit for EACH CLAIM shall be the maximum liability for Loss for each Claim; C. For Claims arising under Section I.B. of this Policy, subject to the ANNUAL AGGREGATE Limit of Liability specified in the Policy Declarations, the Limit of Liability for the total of Loss plus Claims Expense shall not exceed $25,000. D. For Claims arising under Section I.A. of this Policy, Claims Expenses shall be in addition to the LIMITS OF LIABILITY as shown in the Policy Declarations. E. The DEDUCTIBLE amount stated in the Policy Declarations shall apply to Loss and Claims Expenses and shall apply to each and every Claim. The Company shall only be liable to pay, subject to the Limits of Liability provisions stated above, for Loss plus Claims Expenses in DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP (07-09) Page 5 of 8 excess of such Deductible, and such Deductible shall not be insured under this Policy. F. The Limit of Liability for the Extended Reporting Period, if applicable, shall be part of and not in addition to the LIMITS OF LIABILITY specified in the Policy Declarations. G. Claims based upon or arising out of the same Wrongful Act, interrelated Wrongful Acts, or a series of similar or related Wrongful Acts shall be considered a single Claim subject to one Claim Limit and shall be considered first made during the Policy Period or Extended Reporting Period, if applicable, in which the earliest Claim arising out of such Wrongful Act(s) was first made and all Loss from such Claims shall be subject to the one Limit of Liability that applies to such earliest Claim. H. The Limits of Liability of this Policy apply separately to each consecutive annual period and to any remaining period of less than twelve (12) months, starting with the beginning of the Policy Period shown in the Policy Declarations, unless the Policy Period is extended after issuance for an additional period of less than twelve (12) months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Liability. VII. ADDITIONAL INSURED STATUS FOR PARENT ORGANIZATION The Parent Organization is named as an Additional Insured, but only as respects Claims arising out of any negligent act, error, omission or Personal Injury in rendering or failure to render Professional Services by any individual or entity of the Named Insured. VIII. SPOUSAL AND DOMESTIC PARTNER EXTENSION If a Claim against an Insured includes a Claim against the lawful spouse or Domestic Partner of such Insured, based solely on (a) such spouse’s or Domestic Partner’s status or (b) such spouse’s or Domestic Partner’s ownership interest in property or assets that are sought as recovery for Wrongful Acts, then any Loss which such spouse or Domestic Partner becomes legally obligated to pay on account of (a) or (b) above shall be deemed a Loss which the Insured becomes legally obligated to pay. All definitions, exclusions, terms and conditions of this Policy, including the Deductible, applicable to any Claim against or Loss sustained by such Insured shall also apply to this coverage extension. The extension of coverage afforded by this section, Section VIII., shall not apply to any Claim arising out of, resulting from, caused by directly or indirectly any Wrongful Act, error, omission, misstatement, misleading statement or neglect or breach of duties by a spouse or Domestic Partner. IX. POLICY TERRITORY This policy shall extend to any Wrongful Act committed anywhere in the world provided the Claim is first made against the Insured within the United States of America, its territories or possessions, or Canada. X. EXTENDED REPORTING PERIOD A. If the Policy expires, is cancelled or non-renewed for any reason other than non payment of premium, the Named Insured shall have the right to purchase an Extended Reporting Period to report any Claim(s) first made against an Insured during the twelve (12) months, or twenty-four (24) months or thirty-six (36) months after the effective date of such expiration, cancellation or non-renewal (depending upon the Extended Reporting Period purchased). An Extended Reporting Period shall only apply to a Wrongful Act committed before the date of the Policy expiration, cancellation or non-renewal. For the purpose of this clause, any change in premium terms or terms on renewal shall not constitute a refusal to renew. B. The additional premium for the Extended Reporting Period shall be sixty-five percent (65%) of the annual premium set forth in the Policy Declarations for the twelve (12) month period; one hundred twenty-five percent (125%) of the annual premium set forth in the Policy Declarations for the twenty-four (24) month period; and one hundred ninety-five percent (195%) of the annual premium set forth in the Policy Declarations for the thirty-six (36) month period. The Extended Reporting Period begins on the expiration date or the effective date of cancellation or non-renewal of the Policy. The Named Insured must notify the Company in writing and must pay the additional premium due no later than thirty (30) days after the effective date of such expiration, cancellation or non- renewal. C. All premiums paid with respect to the Extended Reporting Period shall be deemed fully earned as of the first day of the Extended Reporting Period. D. The Limits of Liability available during the Extended Reporting Period shall not exceed the balance of the Limits of Liability available on the expiration date or effective date of the cancellation or non-renewal of the Policy. E. Coverage for Claim(s) first received and reported during the Extended Reporting Period shall be excess over any other valid and collectible insurance providing coverage for such Claim(s). XI. NOTICE/CLAIM REPORTING PROVISIONS DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP (07-09) Page 6 of 8 Notice hereunder shall be given in writing to the Company. If mailed, the date of mailing of such notice shall constitute the date that such notice was given and proof of mailing shall be sufficient proof of notice. A. As a condition precedent to exercising any right to coverage under this Policy, the Insured shall give to the Company written notice of a Claim or circumstance which could be expected to give rise to a Claim being made against an Insured as soon as practicable, but: 1. If the Policy expires, is cancelled or is non- renewed and if no Extended Reporting Period is purchased, no later than sixty (60) days after the expiration date or the effective date of such cancellation or non-renewal; or 2. If an Extended Reporting Period is purchased, no later than the last day of the Extended Reporting Period. B. If written notice of a Claim or circumstance which could be expected to give rise to a Claim being made against an Insured has been given to the Company pursuant to Subsection A. above, then any Claim which is subsequently made against the Insured and reported to the Company alleging, arising out of, based upon or attributable to the facts alleged in the Claim or circumstance which could be expected to give rise to a Claim being made against an Insured of which notice was given, shall be considered made at the time such notice was given. XII. CANCELLATION OR NON-RENEWAL A. This Policy may be canceled by the Named Insured by either (1) surrender of the Policy thereof to the Company at its address stated on the Policy Declarations or (2) by delivering to the Company written notice requesting cancellation and in either case stating when, thereafter such cancellation shall be effective. B. If the Policy is canceled by the Named Insured for a reason other than the closing or sale of the Named Insured’s business or the death of the sole proprietor where the Named Insured is a sole proprietorship, the Company shall retain the customary short rate proportion of the premium. C. If the Policy is canceled by the Named Insured due to the closing or sale of the Named Insured’s business or the death of the sole proprietor where the Named Insured is a sole proprietorship, the Company will calculate the return premium on a pro-rata basis. D. The Company may cancel this Policy only in the event of the failure of the Insured to pay the premium when due by mailing to the Named Insured written notice when, not less than ten (10) days thereafter, such cancellation shall be effective. E. In the event the Company refuses to renew this Policy, the Company shall mail to the Named Insured, not less than sixty (60) days prior to the end of the Policy Period, written notice of non- renewal. Such notice shall be binding on all Insureds. F. The Company shall mail notice of Cancellation or Non-renewal with a certificate of mailing stating the effective date of Cancellation or Non- renewal and the specific reason(s) for Cancellation or Non-renewal, which shall become the end of the Policy Period. Mailing of such notice shall be sufficient notice of Cancellation or Non-renewal. G. If the Policy is canceled by the Company, earned premium shall be computed pro rata. Premium adjustment may be made at the time cancellation is affected or as soon as practicable thereafter. XIII. REPRESENTATIONS AND SEVERABILITY A. The Insureds represent that the particulars and statements contained in the Application are true and agree that (1) those particulars and statements are the basis of this Policy and are to be considered as incorporated into and constituting a part of the Policy; (2) those particulars and statements are material to the acceptance of the risk assumed by the Company; and (3) this Policy is issued in reliance upon the truth of such representations. B. Except for material facts or circumstances known to the person or persons signing the Application, no statement in the Application of knowledge or information possessed by an Insured shall be imputed to any other Insured for the purpose of determining the availability of coverage. XIV. SUBROGATION In the event of any payment under this Policy, the Company shall be subrogated to an Insured’s right of recovery therefore against any person or entity and the Insured shall execute and deliver such instruments and papers and do whatever else is necessary to secure such rights. The Insured shall not do anything to prejudice such rights. XV. CHANGES Notice to any agent or knowledge by any agent shall not effect a waiver or change in any part of this Policy or stop the Company from asserting any right under the terms of this Policy, nor shall the terms of this Policy be waived or changed except by an endorsement, issued to form a part of this Policy. XVI. AUTHORIZATION CLAUSE AND NOTICES By acceptance of this Policy, the Insured agrees that the Named Insured shall act on behalf of all Insureds with respect to the giving and receiving of DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP (07-09) Page 7 of 8 any return premiums that may become due under the Policy. Notice to the Named Insured shall be directed to the individual named in the Application, or such other person as shall be designated by the Named Insured in writing, at the address of the Named Insured. Such notice shall be deemed to be notice to all Insureds. The Named Insured shall be the agent of all Insureds to effect changes in the Policy or purchase an Extended Reporting Period. XVII. ASSIGNMENT Assignment of interest under this Policy shall not bind the Company until its consent is endorsed hereon. XVIII. OTHER INSURANCE The Policy is excess of other existing insurance, including but not limited to any insurance under which there is a duty to defend, unless such other insurance is specifically written to be in excess of this Policy. XIX. TERMS OF POLICY CONFORMED TO STATUTE Terms of this Policy which are in conflict with the statutes of the state wherein this Policy is issued are hereby amended to conform to such statutes. XX. CHANGES IN CONTROL If after the Inception Date of this Policy: 1. The Named Insured merges into or consolidates with another entity such that the Named Insured is not the surviving entity; or 2. Another entity, person, or group of entities or persons acting in concert acquire more than fifty percent (50%) of the assets of the Named Insured; or 3. Another entity, person, or group of entities and/or persons acting in concert acquires the right to elect or select a majority of the directors of the Named Insured; or 4. The Named Insured sells all or substantially all of its assets, the above events being referred to as a “Transaction,” this Policy shall continue in full force and effect until the expiration date of the Policy, or the effective date of non-renewal, if applicable, with respect to Wrongful Acts occurring before the Transaction, but there shall be no coverage under this Policy for actual or alleged Wrongful Acts occurring on or after the Transaction. The Named Insured shall give the Company written notice of the Transaction as soon as practicable, but not later than thirty (30) days after the effective date of the Transaction. As of the effective date of any Transaction, the entire premium for this Policy shall be deemed fully earned. In the event of a Transaction, the Named Insured shall have the right to an offer of coverage by the Company for an Extended Reporting Period to report Wrongful Acts occurring prior to the effective date of the Transaction. XXI. ACQUISITION OR CREATION OF ANOTHER ENTITY If, after the beginning of the Policy Period, the Named Insured: 1. Acquires substantially all of the assets of another entity; or 2. Acquires voting securities in another entity or creates another entity, which as a result of such acquisition or creation becomes a Subsidiary; or 3. Acquires another entity by merger such that the Named Insured is the surviving entity, then the coverage provided under this Policy shall apply to such new creation or acquisition; but only with respect to Wrongful Acts occurring or allegedly occurring after the acquisition, merger or creation. As a condition for any coverage under this section (Section XXI.), if the current year annual gross receipts of the new entity created or acquired under Paragraphs 1., 2. or 3., above, exceed fifteen percent (15%) of the current year annual gross receipts of the Named Insured as reflected in the most recent Application on file with the Company, then coverage for such newly created or acquired entity will cease ninety (90) days after the effective date of such creation or acquisition unless, within such ninety (90) day period: 1. The Named Insured provides the Company with written notice of such creation or acquisition; and 2. The Named Insured provides the Company with such information in connection therewith as the Company may deem necessary; and 3. The Named Insured accepts any special terms, conditions, exclusions, or additional premium charge as may be required by the Company; and 4. The Company, in its sole discretion, agrees by written endorsement to provide such coverage. The Named Insured is not required to provide written notice to the Company under this section if (1) the current year annual gross receipts of the newly created or acquired entity do not exceed fifteen percent (15%) of the current year annual gross receipts of the Named Insured as reflected in the most recent Application on file with the Company; or (2) the creation or acquisition occurs less than ninety (90) days prior to the end of the Policy Period. XXII. ACTION AGAINST THE COMPANY DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP (07-09) Page 8 of 8 A. No action shall lie against the Company unless as a condition precedent thereto, there shall have been full compliance with all of the terms of this Policy, and until the amount of an Insured’s obligation to pay shall have been finally determined either by judgment against the Insured after actual trial or by written agreement of the Insured, the Claimant or the Claimant’s legal representative, and the Company. B. Any person or the legal representatives thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. No person or entity shall have any right under this Policy to join the Company as a party to any action against the Insured to determine the Insured’s liability, nor shall the Company be impleaded by the Insured or their legal representatives. Bankruptcy or insolvency of the Insured or their successors in interest shall not relieve the Company of its obligations hereunder. XXIII. ACCEPTANCE This Policy embodies all agreements existing between the parties hereunder or any of their agents relating to this insurance. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA Thisendorsement modifies insurance provided under the following: SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM RETROACTIVE DATE ENDORSEMENT Section II. FULL PRIOR ACTS COVERAGE PROVISION, is deleted in its entirety and replaced with the following: In consideration of the premium paid, it is agreed that the Company shall not be liable to make any payment for Loss or Claim Expenses in connection with any Claim made against any Insured based upon, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving a Wrongful Act committed, or alleged to have been committed prior to 07/22/2022. Coverage shall also not apply to any Claim based upon or arising out of any Wrongful Act or circumstances likely to give rise to a Claim of which any Insured had knowledge, or otherwise had basis to reasonably anticipate might result in a Claim, prior to the inception of this Policy (including, but not limited to, any prior Claim or possible Claim or circumstance referenced in the Application.) All other terms and conditions of this Policy remain unchanged. This endorsement is a part of the Insured's Policy and takes effect on the effective date of the Insured's Policy, unless another effective date is shown. SP 210 (07-09)Page 1 of 1 DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 All other terms and conditions of this Policy remain unchanged. This endorsement is a part of the Named Insured's Policy and takes effect on the effective date of the Named Insured's Policy unless another effective date is shown. excludes coverages for services as a(n) police officer UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA Thisendorsement modifies insurance provided under the following: SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM PROFESSIONAL SERVICES EXCLUSION ENDORSEMENT It is agreed: III. DEFINITIONS; M. “Professional Services is amended as follows: Professional Services does not mean any of the services shown in the Schedule below: Schedule SP 211 VA (09-12)Page 1 of 1 DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP 212 (07-09) Page 1 of 1 UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA This endorsement modifies insurance provided under the following: SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM AMENDMENT OF DEFINITION OF INSURED ENDORSEMENT It is agreed that Section III. DEFINITIONS is amended by the following: DEFINITION G., “Insured,” Item 3. is deleted in its entirety. All other terms and conditions of this Policy remain unchanged. This endorsement is a part of the Insured’s Policy and takes effect on the effective date of the Insured’s Policy unless another effective date is shown. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP 230 (07-09) Page 1 of 1 UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA This endorsement modifies insurance provided under the following: SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM ARCHITECTS AND ENGINEERS SERVICES EXCLUSION It is agreed that the Company shall not be liable to make any payment for Loss or Claim Expenses in connection with any Claim made against any Insured based upon, arising out of, directly or indirectly resulting from, in consequence of, or any way involving the rendering or failure to render design or building services as an: ARCHITECT OR ENGINEER All other terms and conditions of this Policy remain unchanged. This endorsement is a part of the Insured’s Policy and takes effect on the effective date of the Insured’s Policy unless another effective date is shown. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP 283 (04-13) Page 1 of 6 UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA This endorsement modifies insurance provided under the following: SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY PRO SECURITY+ ENDORSEMENT Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement. This endorsement is part of and subject to the provisions of the Policy to which it is attached. I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS The following is a summary of Coverages and Limits of Liability provided by this endorsement. COVERAGE LIMIT OF LIABILITY A. Transmission of Malicious Code Liability Coverage Included in the EACH CLAIM and IN THE AGGREGATE policy limits shown on the Policy Declarations B. Unauthorized Access Liability Coverage Included in the EACH CLAIM and IN THE AGGREGATE policy limits shown on the Policy Declarations C. Professional Reputation Restoration Expense $50,000 EACH CLAIM Coverage $50,000 IN THE AGGREGATE D. Lifetime Occurrence Reporting Provision for Retired, Included in the EACH Disabled, or legal representatives of Deceased Sole CLAIM and IN THE Proprietors or a Sole Stockholder of Professional AGGREGATE policy limits Corporations when acting in their capacity as such. shown on the Policy Declarations E. Pro-Bono Services Liability Coverage Included in the EACH CLAIM and IN THE AGGREGATE policy limits shown on the Policy Declarations DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP 283 (04-13) Page 2 of 6 II. COVERAGES: Words shown in bold shall have the meaning provided in section III. DEFINITIONS of this endorsement or as provided in the SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM, SECTION III. DEFINITIONS, as applicable. Where applicable, other terms used in this endorsement shall have the same meaning as defined in the SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM. A. Transmission of Malicious Code Liability Coverage It is agreed that Section I. INSURING AGREEMENTS of the SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM is amended by the addition of the following: The Company will pay on behalf of an Insured, Loss in excess of the Deductible not exceeding the Limit of Liability shown on the Policy Declarations for which this coverage applies that an Insured shall become legally obligated to pay because of Claims first made against an Insured during the Policy Period or if applicable, during the Extended Reporting Period, arising out of a Wrongful Act which results in the transmission of Malicious Code from any Named Insured Computer System to any Client Computer System. B. Unauthorized Access Liability Coverage: It is agreed that Section I. INSURING AGREEMENTS of the SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM is amended by the addition of the following: The Company will pay on behalf of an Insured, Loss in excess of the Deductible not exceeding the Limit of Liability shown on the Policy Declarations for which this coverage applies that an Insured shall become legally obligated to pay because of Claims first made against an Insured during the Policy Period or if applicable, during the Extended Reporting Period, arising out of a Wrongful Act that results in: 1. the destruction, deletion or corruption of electronic data belonging to a Third Party which is stored in the Named Insured Computer System; or 2. the unauthorized taking, use or disclosure from the Named Insured Computer System of information about or belonging to a Third Party; or 3. a Denial of Service Attack against an Internet site(s) or computer(s) of a Third Party. but only if caused by the failure of an Insured to prevent unauthorized access to or use of a Named Insured Computer System. It is hereby agreed that Section IV. EXCLUSIONS of the SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM, exclusion M. is deleted in its entirety for the purposes of coverage under this endorsement only. C. Professional Reputation Restoration Expense Coverage It is agreed that Section I. INSURING AGREEMENTS of the SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM is amended by the addition of the following for the purposes of coverage under this endorsement only: The Company will pay on behalf of the Named Insured for Reputation Restoration Expenses resulting from the actual publication in a newspaper, magazine or other general circulation print publication or on the radio, television or other electronic broadcast of a covered Claim under this policy. Payment of expenses shall be up to the “Professional Reputation Restoration Expense” DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP 283 (04-13) Page 3 of 6 Limit of Liability stated in the SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS above The Company will pay on behalf of the Named Insured for Reputation Restoration Expenses only if all of the following conditions are met: 1. The Named Insured has (a) first reported the Claim to the Company, (b) obtained the Company’s consent to payment of Reputation Restoration Expenses which consent will not be unreasonably withheld and (c) uses a reputation restoration service provider designated by the Company; and 2. The Reputation Restoration Expenses are directly related to a Claim covered under this Policy; and 3. Reputation Restoration Expenses relate to services rendered within ninety (90) days following the first publication of a covered Claim; and 4. Reputation Restoration Expenses are incurred for services provided, no more than twelve (12) months following the reporting of a covered Claim. D. Lifetime Occurrence Reporting Provision for Retired, Disabled, or the Legal Representatives of Deceased Sole Proprietors or Sole Stockholders of Professional Corporations when acting in their capacity as such. It is agreed that Section XI, NOTICE/CLAIM REPORTING PROVISIONS of the SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM is amended by the addition of the following for the purposes of coverage under this endorsement only: If this Policy is canceled by the Named Insured or the Named Insured ceases to provide Professional Services due to death or the divestiture or dissolution of the Named Insured’s sole proprietorship or a professional corporation in which the Named Insured is the sole stockholder, and such divestiture or dissolution is for the reasons set forth below, the Named Insured or the Named Insured legal representative as applicable, shall be provided, without additional charge, an unlimited extension of time to report any Claim(s) first made against the Named Insured after the effective date of such cancellation, death, dissolution or divestiture: 1. Retirement of the Named Insured from the performance of Professional Services at age fifty-five (55) or older; or 2. Total disability which prevents the Named Insured from providing Professional Services,; or 3. Death of the Named Insured. However, this extension of time to report a Claim(s) shall only be afforded in the event that the Wrongful Act was committed before the effective date of cancellation, death, divestiture or dissolution and no Professional Liability policy, or policy providing essentially the same type of coverage, or extended reporting period, is in effect at the time the Claim is made. The extension of time to report a Claim(s) will terminate if the Named Insured resumes performance of Professional Services in any capacity or when the Named Insured’s estate is closed. The Named Insured or Named Insured’s legal representative, must notify the Company in writing if this coverage is desired within sixty (60) days after the effective date of cancellation, death, divestiture or dissolution. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP 283 (04-13) Page 4 of 6 The Company, in its sole discretion, may require documented proof of the Named Insured’s disability or death as a condition of providing the extended reporting period described above. E. Pro-Bono Services Coverage: It is agreed that Section I. INSURING AGREEMENTS of the SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM is amended by the addition of the following for the purposes of coverage under this endorsement only: The Company will pay on behalf of an Insured, Loss in excess of the Deductible not exceeding the Limit of Liability shown on the Policy Declarations for which this coverage applies that an Insured shall become legally obligated to pay because of Claims first made against an Insured during the Policy Period or if applicable, during the Extended Reporting Period, for Wrongful Acts or Wrongful Acts resulting in Personal Injury, arising out of Professional Services rendered by an Insured on a pro bono or gratuitous basis for charitable purposes arising solely in the conduct of the Insured’s profession as stated in ITEM VIII. of the Policy Declarations for or on behalf of the Named Insured or Subsidiary, including such services provided electronically utilizing the Internet or a network of two or more computers. III. LIMITS OF LIABILITY AND DEDUCTIBLE Regardless of the number of Insureds under this policy or Claim(s) made or brought under this endorsement, the Company’s liability is limited as follows: For Claims arising under Section I, SCHEDULE OF ADDITIONAL COVERAGE AND LIMITS of this endorsement, the Limit of Liability specified as EACH CLAIM shall be the maximum limit of liability for Loss for each Claim under Coverage A., B., D., and E. and shall be included in the EACH CLAIM policy limits shown in the Policy Declarations The Limit of Liability specified in Section I, SCHEDULE OF ADDITIONAL COVERAGE AND LIMITS of this endorsement as IN THE AGGREGATE shall be the maximum limit of liability for all Claims under this endorsement and shall be included in the IN THE AGGREGATE policy limits shown on the Policy Declarations. The EACH CLAIM AND IN THE AGGREGATE Limit of Liability shown in Section I above for expenses provided under Coverage C. Reputation Restoration Expense, shall be in addition to the Limit of Liability specified in the Policy Declarations of the SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM stated as IN THE AGGREGATE. The DEDUCTIBLE shown on the Policy Declarations of the SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM applies to all coverage under this endorsement with the exception of Coverage C. Reputation Restoration Expense. IV. ADDITIONAL DEFINITIONS For purposes of coverage provided under this endorsement, the following definitions shall apply. Denial of Service Attack means intentional acts of a party other than an Insured that renders a Third Party’s computer or network resources temporarily or permanently unavailable or unusable. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP 283 (04-13) Page 5 of 6 Malicious Code means any virus, Trojan Horse, worm or any other similar software program, code or script intentionally designed to insert itself into computer memory or onto a computer disk and spread itself from one computer to another. Named Insured Computer System means any computer or connected input and output device, data storage device, networking equipment or back-up facility owned/leased and operated by the Named Insured. Client Computer System means any computer or connected input and output device, data storage device, networking equipment or back up facility that is owned/leased and operated by any Third Party. Reputation Restoration Expenses means: 1. Reasonable and necessary expenses charged by a public relations firm or other reputation restoration firm designated by the Company to mitigate the adverse impact of a Claim on the Named Insured’s business reputation; 2. Expenses incurred at the recommendation of a public relations firm or other reputation restoration firm to purchase media time or to print and mail written communications targeted to the general public and/or customers to mitigate the adverse impact of a Claim on the Named Insured’s business reputation resulting from a Claim first made during the Policy Period. Third Party means any person(s) other than an Insured for whom an Insured, in their capacity as such, provides Professional Services. V. ADDITIONAL EXCLUSIONS In addition to those specified in the SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM, the following additional exclusions apply to this endorsement. The Company shall not be liable to make payment for any of the following: 1. Expense reimbursement resulting in any Insured gaining any profit, remuneration or advantage to which the Insured is not legally entitled. 2. Expense(s) arising from any incident(s) of which any Insured had notice before the inception date of this Policy; or any fact, circumstance, event, situation or incident which before the inception date of this Policy was the subject of any notice under any other similar policy of insurance or any future claims for expenses under this Policy based upon such pending or prior notice. 3. Expenses incurred by any Subsidiary of the Named Insured occurring prior to the date that such entity became a Subsidiary or incurred at any time that such entity is not a Subsidiary. 4. The portion of any expense(s) covered under Coverage C. Reputation Restoration Expense that is also covered under any other coverage in this endorsement or the SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM. VI. COVERAGE LIMITATIONS The following sections of the SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM, do not apply to Coverage C. Reputation Restoration Expense, under this endorsement: 1. Section II. FULL PRIOR ACTS COVERAGE PROVISION. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP 283 (04-13) Page 6 of 6 2. Section X. EXTENDED REPORTING PERIOD. Otherwise, the terms and conditions of SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM, shall apply where applicable to give effect to this endorsement. Coverage provided by your Policy and any endorsements attached thereto are amended by this endorsement where applicable. All other terms and conditions of this Policy remain unchanged. This endorsement is a part of the Named Insured’s Policy and takes effect on the effective date of the Named Insured’s Policy unless another effective date is shown. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP 298 (12-17) Page 1 of 6 This endorsement modifies insurance provided under the following: SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY PRIVACY BREACH EXPENSE AND DEFENSE OF REGULATORY CLAIMS ENDORSEMENT Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement. This endorsement is part of and subject to the provisions of the Policy to which it is attached. I. COVERAGES Words shown in bold shall have the meaning provided in Section II. DEFINITIONS of this endorsement or as provided in the SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM, SECTION III. DEFINITIONS, as applicable. Privacy Breach Expense The Company will pay on behalf of the Named Insured or its Subsidiary, as applicable, for Privacy Breach Expense. Any Privacy Breach must first occur on or after the Retroactive Date and be first discovered by an Insured during the Policy Period and reported to the Company during the Notice Period. The Insured shall not incur any Privacy Breach Expense without (1) first reporting the Privacy Breach to the Company and (2) using a service provider of the Company’s choice. Defense of Regulatory Claims The Company will pay on behalf of the Insured, Claim Expenses resulting from a Claim first made against an Insured during the Policy Period or, if applicable, during any Extended Reporting Period for a Regulatory Wrongful Act. Such Regulatory Wrongful Act must first occur on or after the Retroactive Date. The Company will also pay fines and penalties to the extent insurable by law which the Insured is legally obligated to pay, including amounts the Insured is legally obligated to deposit in a fund as equitable relief for the payment of consumer claims, resulting from a Regulatory Notice/Proceeding alleging a Regulatory Wrongful Act. _____________________________________________________________________________ II. DEFINITIONS For purposes of coverage provided under this DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP 298 (12-17) Page 2 of 6 endorsement, the following definitions shall apply. Data Asset means any software or electronic data that exists in a computer system and that is subject to regular back up procedures, including computer programs, applications, account information, customer information, private or personal information, marketing information, financial information and any other information maintained by the Named Insured or its Subsidiary in its ordinary course of business. Key Personnel means the individuals holding the following positions for the Named Insured or its Subsidiary, as applicable: President; owner, partner, members of the Board of Directors; executive officers, including the Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer; General Counsel, staff attorneys employed by the Named Insured or its Subsidiary, as applicable; Chief Information Officer; Chief Security Officer; Chief Privacy Officer; managing member of a limited liability company; and any individual in a substantially similar position as those referenced above, or with substantially similar responsibilities as those referenced above, irrespective of the exact title of such individual, and any individual who previously held any of the above referenced positions. Notice Period means the sixty (60) day period of time that the Insured has to notify the Company that a Privacy Breach has occurred commencing when the Privacy Breach is first reported to or discovered by Key Personnel. Personally Identifiable Information means the following non-public information in the care, custody and control of the Insured, or those acting on behalf of the Insured: 1. information, both in electronic and non- electronic form, concerning an individual(s) that would be considered “non-public information” within the meaning of Title V of the Gramm- Leach Bliley Act of 1999 (as amended) and its implementing regulations including but not limited to social security numbers or account numbers correlated with names and addresses; and 2. personal information as defined in any U.S. federal, state or local privacy protection law DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP 298 (12-17) Page 3 of 6 governing the control and use of an individual’s personal and confidential information, including any regulations promulgated thereunder; and 3. protected health information as defined by the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191) (“HIPPA”) or the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”) (Public Law 111-5), as amended, and any regulations promulgated thereto. Personally Identifiable Information does not mean information that is available to the public unless such information is otherwise protected by law. Privacy Breach means the misappropriation, theft, loss of, unauthorized access, inadvertent disclosure or public exposure of Personally Identifiable Information. Privacy Breach does not mean a situation where Personally Identifiable Information is deliberately disclosed or sold to a third party with the knowledge and consent of Key Personnel. Privacy Breach Expense means the reasonable and necessary expenses listed in (1) through (9) below resulting from a Privacy Breach and incurred by the Named Insured or its Subsidiary, as applicable, within one (1) year of the reporting of such Privacy Breach to the Company. Such expenses must result from a Privacy Breach at the Named Insured or its Subsidiary, as applicable, or must be assumed under a written contract or agreement by the Named Insured or its Subsidiary: 1. Development of a plan to assist the Named Insured or its Subsidiary, as applicable, in responding to a Privacy Breach; and 2. Development, printing, and mailing of legally required notification letters to those affected by a Privacy Breach; and 3. Development, printing and mailing of non- legally required notification letters at the Company’s discretion, to those affected by a Privacy Breach when such Privacy Breach poses a significant risk of financial, reputational or other harm to the individual(s); and 4. Public relations or crisis management services retained for the Named Insured, or its Subsidiary, as applicable, after notification DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP 298 (12-17) Page 4 of 6 letters are sent to mitigate any adverse effect on the Named Insured’s or its Subsidiary’s reputation with customers, investors and employees resulting from a Privacy Breach that becomes public; and 5. Data analysis or forensic investigation to assess the scope of a Privacy Breach; and 6. Development of a website link for use by the Named Insured or its Subsidiary, as applicable, in communicating with persons affected by a Privacy Breach after notification letters are sent; and 7. Development and support of a Customer Relationship Management (CRM) system and call center for use by the Named Insured or its Subsidiary, as applicable, in communicating with persons affected by a Privacy Breach after notification letters are sent; and 8. Credit monitoring services for up to one year (or more if required by law) following a Privacy Breach; and 9. The cost for Data Asset restoration resulting from the intentional or willful destruction of a Data Asset, but not including: a. the cost to update or improve any Data Asset or computer system to a level beyond that which existed prior to such intentional or willful destruction of a Data Asset; or b. the economic or market value of any Data Asset. The above costs are subject to the limit of expense coverage for “each Privacy Breach” and “in the aggregate” for Privacy Breach Expense shown above. Privacy Law means a federal or state statute or regulation governing the confidentiality, access, control, and use of Personally Identifiable Information. Regulatory Notice/Proceeding means a request for information, civil investigation, civil proceeding or other similar proceeding directed to an Insured and brought by or on behalf of any federal, state or local regulatory agency, related to an actual or alleged violation of any Privacy Law. This definition includes any proceeding regarding the Health Insurance Portability and Accountability Act of 1996 (HIPAA) Privacy, Security and Breach Notification Rules. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP 298 (12-17) Page 5 of 6 Regulatory Wrongful Act means an Insured’s actual or alleged violation of a Privacy Law resulting from a Privacy Breach which results in a Regulatory Notice/Proceeding against an Insured. Retroactive Date means the date of first attachment of this endorsement to a policy of this type the Company has issued to the Named Insured. No Claim or expense resulting from a Privacy Breach or Regulatory Wrongful Act occurring prior to such date of first attachment shall be afforded coverage. _____________________________________________________________________________ III. LIMITS OF EXPENSE COVERAGE AND DEDUCTIBLE Regardless of the number of Insureds under this policy or Claim(s) made or brought under this endorsement, the Company’s liability is limited as follows: Privacy Breach Expense Limit The limit of liability for Privacy Breach Expense shall be equivalent to the “EACH CLAIM” and “IN THE AGGREGATE” limit of liability specified on the Policy Declarations and such Privacy Breach Expense limit shall be in addition to the limit specified on the Policy Declarations. However, if the “EACH CLAIM” and “IN THE AGGREGATE” limit specified on the Policy Declarations exceeds $1,000,000, the Privacy Breach Expense limit shall not in any case exceed $1,000,000. Defense of Regulatory Claims Limit The limit of liability for Defense of Regulatory Claims shall be equivalent to the “EACH CLAIM” and “IN THE AGGREGATE” limit of liability specified on the Policy Declarations and such Defense of Regulatory Claims limit shall be a part of and not in addition to the limit specified on the Policy Declarations. The Defense of Regulatory Claims Limit shall be the maximum liability for Claim Expenses for all Claims to which Defense of Regulatory Claims coverage applies. If the “EACH CLAIM” and “IN THE AGGREGATE” limit specified on the Policy Declarations exceeds $1,000,000, the Defense of Regulatory Claims limit shall not in any case exceed $1,000,000. Deductible No deductible shall apply to coverage afforded by this endorsement. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP 298 (12-17) Page 6 of 6 Interrelated Incidents Any one incident, interrelated incidents or series of similar or related incidents for which coverage is provided under this endorsement shall be treated as one incident subject to the maximum Limit of Expense coverage available under this endorsement at the time the incident(s) is first reported to the Company regardless of whether the incident(s) continues and expenses are incurred by the Named Insured or its Subsidiary, as applicable, in any subsequent Policy Period(s). _____________________________________________________________________________ IV. ADDITIONAL EXCLUSIONS In addition to the exclusions listed in Section IV EXCLUSIONS of the Policy, the following exclusions apply. The Company shall not be liable to make payment for cost or expense in connection with any actual or alleged Privacy Breach by any Insured for: Expense Reimbursement expense reimbursement resulting in any Insured gaining any profit, remuneration or advantage to which the Insured and any entity owned, managed or controlled by the Insured are not legally entitled; or Knowledge Prior to Policy Inception expense(s) arising from any incident(s) of Privacy Breach which any Insured had notice before the inception date of this Policy; or any fact, circumstance, event, situation or incident which before the inception date of this Policy was the subject of any notice under any other similar policy of insurance or any future claims for expenses under this Policy based upon such pending or prior notice; or Other Policy Coverage cost or expense covered, in whole or in part under any other coverage which is part of this Policy; or Reissuance of Credit Cards costs directly or indirectly related to reissuance of credit or debit cards or any other expense not specifically included within the definition of Privacy Breach Expense. _____________________________________________________________________________ Coverage provided by your Policy and any endorsements attached thereto are amended by this endorsement where applicable. All other terms and conditions of this Policy remain unchanged. This endorsement is a part of the Named Insured’s Policy and takes effect on the effective date of the Named Insured’s Policy unless another effective date is shown. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP VA (11-18) Page 1 of 4 This endorsement modifies insurance provided under the following: SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM VIRGINIA STATE AMENDATORY ENDORSEMENT It is agreed: III. DEFINITIONS, A. “Application” and H. “Loss” are deleted in their entirety and replaced with the following: A. “Application” means: 1. An application(s) and any material submitted for this Policy, and 2. An application(s) and any material submitted, for all previous Policies issued by the Company providing continuous coverage until the inception date of this Policy. H. “Loss” means damages and settlements and pre-judgment interest awarded by a court and punitive or exemplary damages to the extent such damages are insurable under applicable law, but does not include that portion of any multiplied damage award which exceeds the amount multiplied, criminal or civil fines or penalties imposed by law, taxes, matters deemed uninsurable under the law pursuant to which this Policy shall be construed, or the return or dispute over, in whole or in part, of any fees charged or collected by the insured. For the purpose of determining the insurability of punitive damages and exemplary damages, the laws of the jurisdiction most favorable to the insurability of such damages shall control, provided that such jurisdiction has a substantial relationship to the Named Insured or to the Claim giving rise to the damages. X. EXTENDED REPORTING PERIOD; is deleted in its entirety and replaced with the following: A. If (1) the Company or Named Insured cancels this Policy; or (2) the Company or Named Insured non-renews this Policy; or (3) any retroactive date is advanced; or (4) this Policy is renewed on other than a Claims made basis; or (5) the attachment of an exclusion/restriction of coverage and the policy remains in force; then the Named Insured shall have the right to purchase an Extended Reporting Period (Extended Reporting Period) granted by this Policy to report any Claim(s) which may be first made against the Insured during the twelve (12) months, twenty-four (24) months or thirty-six (36) months after the date of the cancellation or non-renewal, or advancement of retroactive date, or renewal on other than a Claims made basis, or the attachment of an exclusion/restriction of coverage and the Policy remains in force, but only as respects any Wrongful Act committed before the date of the non-renewal, cancellation, advancement of retroactive date, renewal on other than a Claims made basis, or the attachment of an exclusion/restriction of coverage and the Policy remains in force. B. The additional premium for the Extended Reporting Period shall be one hundred percent (100%) of the annual premium set forth in the Policy Declarations for the twelve (12) DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP VA (11-18) Page 2 of 4 month period; or one hundred fifty (150%) of the annual premium set forth in the Policy Declarations for the twenty-four (24) month period; and two hundred-fifty percent (250%) for the thirty-six (36) month period. The Extended Reporting Period shall start on the termination date of the Policy. The Named Insured must notify the Company in writing and must pay the additional premium set forth above no later than thirty (30) days after the effective date of the non-renewal, cancellation, advancement of retroactive date, renewal on other than a Claims made basis or the attachment of an exclusion/restriction of coverage and the Policy remains in force. If any coverage is excluded from the Policy and the Policy remains in effect or is renewed, an Extended Reporting Period will be made available on the same basis that an Extended Reporting Period would be made available if the entire Policy was being terminated. For the purposes of this subsection, the exclusion of existing coverage shall not include changes in Policy limits or deductibles. C. The Limit of Liability for any Extended Reporting Period, if applicable, shall not exceed the balance of the Limits of Liability in effect at the time this Policy is terminated. Provided that, the Company will provide the Named Insured the option of purchasing a reinstatement of the Policy Aggregate Limit for the term of the Extended Reporting Period. If the Extended Reporting Period is purchased, the Limit of Liability specified in the Declarations as ANNUAL AGGREGATE shall be reinstated and shall be the maximum liability for Loss from all Claims for the duration of the Extended Reporting Period. D. The premium paid with respect to an Optional Extended Reporting Period shall be deemed fully earned as of the first day of the Optional Extended Reporting Period. The Optional Extended Reporting Period, once in effect, may not be canceled by the insurer except for non-payment of premium or fraud. E. Coverage for Claim(s) first received and reported during the Optional Extended Reporting Period shall be excess over any other valid and collectible insurance providing substantially the same coverage as this Policy but the Company shall not void coverage if such other insurance applies. XII. CANCELLATION OR NON-RENEWAL, A., B., D., E. and G. are deleted in their entirety and replaced with the following: A. Cancellation 1. The Named Insured shown in the Declarations may cancel this Policy by mailing or delivering to the Company advanced written notice of cancellation. 2. The Company may cancel this Policy by mailing or delivering to the Named Insured written notice of cancellation, stating the reason for cancellation, at least: a. Fifteen (15) days before the effective date of cancellation if the Company cancels for non-payment of premium; or b. Forty-five (45) days before the effective date of cancellation if the Company cancels for any other reason. 3. The Company will mail or deliver the Company’s notice to the Named Insured's last mailing address known to the Company. If notice is mailed, it will be sent by ordinary mail for which a Certificate of Mailing has been obtained, or by registered or certified mail. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP VA (11-18) Page 3 of 4 4. Notice of cancellation will state the effective date of cancellation. The Policy Period will end on that date. 5. If this Policy is cancelled, the Company will send the Named Insured any premium refund due. If the Company cancels, the refund will be pro rata. If the Named Insured cancels, the refund will be ninety percent (90%) of pro rata. The cancellation will be effective even if the Company has not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. B. NON-RENEWAL 1. If the Company elects not to renew this Policy, the Company will mail or deliver a notice of non-renewal to the Named Insured, stating the reason for non-renewal, at least: a. Fifteen (15) days before the expiration date if the non-renewal is due to non- payment of premium; or b. Sixty (60) days before the expiration date if the non-renewal is for any other reason. 2. The Company will mail or deliver written notice of non-renewal to the Named Insured’s last mailing address known to the Company. If notice is mailed, it will be sent by ordinary mail for which a Certificate of Mailing has been obtained, or by registered or certified mail. XIII. REPRESENTATIONS AND SEVERABILITY is amended with the addition of the following: A statement made in the Application or in any affidavit made before or after a Loss under the Policy will not be deemed material or invalidate coverage unless it is clearly proven that such statement was material to the risk when assumed and was untrue. XXII. ACTION AGAINST THE COMPANY, B. is deleted in its entirety and replaced with the following: B. Any person or the legal representatives thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. No person or entity shall have any right under this Policy to join the Company as a party to any action against the Insured to determine the Insured’s liability, nor shall the Company be impleaded by the Insured or their legal representatives. Bankruptcy or insolvency of the Insured or the Insured’s estate shall not relieve the Company of its obligations hereunder. XXIII. ACCEPTANCE is deleted in its entirety and replaced with the following: This Policy embodies all the agreements existing between the parties hereunder or any of their agents relating to this insurance. In Witness Whereof, the Company has caused this Policy to be executed and attested. SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM -- NOTICE is deleted in its entirety and replaced with the following: DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 SP VA (11-18) Page 4 of 4 NOTICE: This is a Claims Made Policy. This Policy only covers those Claims first made against Insured during the Policy Period or Extended Reporting Period, if purchased. Defense Costs, excluding post-judgment interest, shall be applied against the deductible. VI. LIMITS OF LIABILITY AND DEDUCTIBLE, F. is deleted in its entirety. The following is added: XXIV. LOSS INFORMATION 1. The Company shall provide loss information to the Named Insured with the notice of cancellation or nonrenewal. 2. The Named Insured may request loss information within one hundred twenty (120) days from the date of policy renewal. The Company shall provide such loss information within fifteen (15) calendar days of the insured’s request. All other terms and conditions of this Policy remain unchanged. This endorsement is a part of the Named Insured’s Policy and takes effect on the effective date of the Named Insured’s Policy. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 VA DISCLOSURE NOTICE (01-21) Page 1 of 1 VIRGINIA DISCLOSURE NOTICE You have purchased claims-made liability insurance. When this insurance terminates, we will send an offer with the available options for purchasing a supplemental extended reporting period. You may be entitled to receive information on claims under this policy. If you have any questions regarding your claims-made coverage or the importance of purchasing the supplemental extended reporting period, please contact your insurance company or your insurance agent. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 VA NOTICE (01-21) Page 1 of 1 IMPORTANT INFORMATION REGARDING YOUR INSURANCE In the event you need to contact someone about this insurance for any reason, please contact your agent. If no agent was involved in the sale of this insurance, or if you have additional questions, you may contact the insurance company issuing this insurance at the following address and telephone number: United States Liability Insurance Company 1190 Devon Park Drive Wayne, PA 19087 (800) 523-5545 If you have been unable to contact or obtain satisfaction from the company or the agent, you may contact the Virginia State Corporation Commission's Bureau of Insurance at: P.O. Box 1157 Richmond, VA 23218 1-877-310-6560 (804) 371-9185 Written correspondence is preferable so that a record of your inquiry is maintained. When contacting your agent, company or the Bureau of Insurance, have your policy number available. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 This page has been intentionally left blank. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: (Name and Department) (Date) Proposed modification(s) to the __________________ requirement(s) for (Type of insurance) (Name of contract) Reduce coverage to the amount of: $ . Waive coverage Other: FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable] Contract Amount/Term of Contract: $ . Work will be completed over a period of . Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): Approved by Risk Manager for this contract only: (Signature) (Date) Amanda Simpson, Police Department 05/21/2024 Auto/Work Comp/GL Evolve Forensics, LLC n n Alice White is the sole proprietor of Evolve Forensics, LLC and therefore does not require a workman's compensation insurance policy and will not be traveling between City facilities. Classroom training also has minimal liability. DocuSign Envelope ID: 42B87B5B-4F09-4433-8B6A-943C9201DFD3 6/21/2024 □ □ □ □ □