Loading...
PROOF OF INSURANCE (2024) CLOSEDMARKRCO-01 JULIERAISS ACOROw CERTIFICATE OF LIABILITY INSUR714/2ANCE DAT/14/2023 D/YYYY) �_ ..........................................-- --- L THIS ITCERTIFICATE IS ISSUED ASITA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer ri hts to the certificate holder in lieu of such endorsements . __ ............................... PRODUCER cR%AcT Julie Raiss NFP Property& Casualty Services, Inc. PHONE FAX 8777 North Gainey Center Drive pvc No Ext) (928) 515 0123 (A/c No) (928) 775 3429 Suite 260 1-oA5,$,julle.raals�rlf ccm Scottsdale, AZ 85258 INSURER A: Nautilus Insurance Com aRAGE 11737AIc# INSURER AFFORDINGCOVERAGE E P......�!.y.......... 0 INSURED INSURER B Marc R. Cohen, MD INSURERC: 4 Saddlehorn Lane INSURER D : Rolling Hills Estates, CA 90274 INSURER E ; --_ INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED .,.,._�...., NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ......_ ADDLSUBf1 POLICY .tMrli•/g.OXyy-Yl. .....................................-.u-. INSR - .............................W...-.... j POLICY EXP LTR TYPE OF INSURANCE } POLICY NUMBER _ �� LIMITS A X col CLAIMS -MADE X„� occuR X EMD1000229P9 8/24/2023 8/24/2024 mDAMAGET O I $ ,000,000 COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1 Qpq .... — — - y _.p..,-�.. ...,� .... .... ........ ......... .............. ...PERSONAL &ADV INJURY $..... .. GEN-LAGGREG,ATELIMITAPPLIESPER: „GENE,RAL,AGGREGATE $3,000,000 X POLICY ..... PRQ 0 LOC PRODUCTS COMP/O,PAGG OTHERP AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT c�,asl . j ANY AUTO BODILY INJURY (PerRerson) OWNEDSCHEDULED I .HURDSONLY AUTOS BODILY INJ,URY NON -OWNED PRCPEF��AMIAPGerF AUTOS ONLY AUTOS ONLY PrI,_ � ........ .�...___........ ....................................- ...................... ----------- ._.____ N UMBRELLA LIAB OCCUR EACH OCCURRENCE...._ $ „ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION $ WORKERS COMPENSATION PER I C1TH- AND EMPLOYERS' LIABILITY YIN I.....TAT!JI __ ANY PROPRIETOR/PARTNER/EXECUTIVE ""� r E L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED' NIA : • - - .... (Mandatory in NH) ----- E L OPSEA,,�,s,,,E EA,EMPLOYE $....., ...... ... .._� If yes, describe under r '..... DESCRIPTION OF OPERATIONS below F.L DISEASE . POLICYLIMIT S A Professional Liab EMD1000229P9 8/2412023 8124/2024 Each Claim 1,000,000 A Professional Liab EMD1000229P9 8/24/2023 8/24/2024 Aggregate 3,000,000 . ...................... ..................... DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 1'.01, Additional Remarks Schedule, may ihel attached I more space is required) City of El Segundo, its officials, & employees are additional insureds per endorsement EMD-7000.0915-N SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of El Segundo THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty 9 ACCORDANCE WITH THE POLICY PROVISIONS. 350 Main Street El Segundo, CA 90245 AUTHORIZED REPRESENTATIVE 0— ............ _________ .....,_,_,___,.,..,....,__ D ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Nautilus Insurance Company EMERGENCY MEDICAL SERVICES MEDICAL DIRECTORS PROFESSIONAL LIABILITY AND GENERAL LIABILITY INSURANCE POLICY W'I"IIwIS IS A CI.. JIIIII0S MADE AI14D RIIEIPOR.W'I"IIEIID IlPQL.IIICY, "PHIS III10L.IIICY IIIS L.1101"TED TO CIw, IIII'IES w'1'1HA''r 111 IF'IIR,S"Ili" MADE AGAINST AN I III' SURIEI' AND, RJIEPOR:11"IIE'ID TO PHE; CCIII IIPANY IIIN R[TIIN ,E DURING W'I°IHE: II' OIL.IIICY PERIOD OR DURING THE E:KPEwllNI III,wwID REPORTING R,TIING RE:IIh'JIICIID, IFF' RIIE°IIL.IC JIEIIIL.IE:, Ili I..IIE SE READ "TIME; IENTIRE FOR10 C JII E:IIE'UL.IIL:Y. Various provisions in the policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. The Limit of Liability available to pay Damages shall be reduced and may be completely exhausted by payment of Claim Expenses. Please review the coverage afforded under this Policy carefully. INSURING AGREEMENTS In consideration of the payment of premium, in reliance upon the statements in the application for this Policy, and subject to the Limit of Liability, Exclusions, Conditions and other terms of this Policy, the Company agrees to provide coverage as follows: A. Emergency Medical Services Medical Directors Professional Liability Coverage To pay on behalf of the Insured all Damages and Claim Expenses which the Insured shall become legally obligated to pay because of any Claim first made against the Insured during the Policy Period and reported to the Company in accordance with Section X. DUTY TO PROVIDE NOTICE of this Policy, based on any Wrongful Act arising from the rendering or failure to render Professional Services by the Insured, and provided that such Wrongful Act is committed: 1. during the Policy Period; or 2. prior to the Policy Period but after the Retroactive Date, if any; provided that prior to the effective date of the Policy Period: a. the Insured had not given notice of such Wrongful Act to the insurer of any other policy in force prior to the effective date of this Policy; b. the Insured, on or prior to the effective date stated in Item 2 of the Declarations of this Policy, did not know nor could have reasonably foreseen that such Wrongful Act might be expected to be the basis of a Claim; and C. there are no prior or other policies which provide insurance for such Claim, unless the available limits of liability of such prior policy or policies are insufficient to pay such Claim, in which event this Policy will be specific excess over any such prior or other coverage but only to the extent coverage is provided by this Policy. B. Emergency Medical Services Medical Directors General Liability Coverage To pay on behalf of the Insured all Damages and Claim Expenses which the Insured shall become legally obligated to pay because of any Claim first made against the Insured during the Policy Period and reported to the Company in accordance with Section X. DUTY TO PROVIDE NOTICE of this Policy, for Personal Injury or Property Damage caused by an Occurrence, and provided that: 1. the Occurrence takes place after the Retroactive Date, if any; and 2. the Insured, on or prior to the effective date stated in Item 2 of the Declarations of this Policy, did not know of such Occurrence, nor could have reasonably foreseen that such Occurrence, circumstance, situation or incident might be expected to be the basis of a Claim under this Policy. EMD 7000-0915-N Page 1 of 15 The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. NAUTILUS INSURANCE COMPANY C. Defense and Settlement The Company shall have the right and duty to defend, subject to the Limit of Liability, any Claim against the Insured seeking Damages which are payable under the terms of this Policy, even if the allegations of the Claim are groundless, false or fraudulent. However, the Company shall have no duty to defend the Insured against any Claim seeking Damages for loss or injury to which this Policy does not apply. The Company shall have the right to select and assign defense counsel. The Insured may engage additional counsel, solely at the Insured's expense, to associate in the defense of any Claim. The Company shall also have the right to investigate any Claim and/or to negotiate the settlement thereof, as it deems expedient, but the Company shall not commit the Insured to any settlement without the Insured's written consent. It is agreed that the Limit of Liability available to pay Damages shall be reduced and may be completely exhausted by payment of Claim Expenses. The Company shall have the right to make any investigation they deem necessary, including, without limitation, any investigation with respect to the application, and statements made in the application. It is further provided that the Company shall not be obligated to pay any Damages or Claim Expenses, or to undertake or continue defense of any Claim, Suit or proceeding after the applicable limit of the Company's liability has been exhausted by the payment of Damages or Claim Expenses or after deposit of the applicable policy limit in a court of competent jurisdiction Upon such exhaustion of the Limit of Liability, the Company shall have the right to withdraw from the further defense thereof by tendering control of the defense to the Insured. Notwithstanding the foregoing, the Company has the sole right to settle any Claim under any of the following circumstances: 1. the settlement amount is within any Deductible amount, if applicable; 2. the Insured is deceased or adjudicated incompetent; 3. the Claim was reported to the Company during an Extended Reporting Period; 4. a judgment has been entered; 5. the Insured's license to practice medicine is suspended, revoked, surrendered, inactive or otherwise has been terminated; or 6. if, after reasonable efforts by the Company, the Insured cannot be located. The Company may appeal any judgment against the Insured for any Claim covered by this Policy at its sole discretion. As a condition precedent to issuance of this Policy, the Insured consents to the Company's reporting any Claim settlement, including factual details, to the National Practitioner's Data Bank or to any other professional or state agency pursuant to law or regulation. Who is Insured Each of the following is an Insured under this Policy to the extent set forth below: A. if the Named Insured designated in Item 1 of the Declarations is an individual, the person so designated but only with respect to Professional Services in the capacity as an Emergency Medical Service Medical Director; B. if the Named Insured designated in Item 1 of the Declarations is a Corporation, Partnership, Limited Liability Corporation, Limited Liability Partnership, or other organization: 1. the entity so designated; and 2. any Emergency Medical Service Medical Director of such entity; and 3. any employee of the Named Insured; but only with respect to Professional Services; EMD 7000-0915-N Page 2 of 15 The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. A 1:1 IIII . I i ]II[ :ILA I J ]III1 A , 1�� 0: II[I I .,Y. C. any professional serving as a temporary replacement or substitute for a natural person Insured ("locum tenens"), but solely while such person is acting within their duties for, and on behalf of, the Named Insured. During the terms of such replacement (not to exceed 60 days per Policy Period), the person who is replaced by, or substituted for, shall not be an Insured under this Policy; D. any person or organization for whom the Named Insured is rendering Professional Services to the extent that the Named Insured and such person or organization have agreed in a written contract or written agreement that such person or organization is an Additional Insured on this Policy. Such person or organization is an Additional Insured only with respect to Wrongful Acts arising from the rendering of Professional Services by the Named Insured. In no event shall the acts, errors or omissions of the Additional Insured be covered by this Policy. A person or organizations' status as an Additional Insured ends when the Insured's contract or agreement with the Additional Insured has ceased; E. the estate, heirs, executors, administrators, assigns and legal representatives of any Insured person in the event of such Insured's death, incapacity, insolvency or bankruptcy, but only to the extent that such Insured would otherwise be provided coverage under this Policy. III. COVERAGE TERRITORY This Policy applies to any Wrongful Act or Occurrence which take place anywhere in the world provided that the Claim is first made against the Insured within the United States of America, its territories or possessions or Canada during the Policy Period or Extended Reporting Period when purchased in accordance with Section VIII. EXTENDED REPORTING PERIOD of this Policy. IV. SUPPLEMENTARY PAYMENTS In addition to the applicable Limits of Liability, the following supplementary payments shall be provided by this Policy. However, these supplementary payments end when the Company has exhausted the applicable Limit of Liability stated in Item 3 of the Declarations. A. The Company will pay up to $500 for loss of earnings to each Insured for each day or part of a day of such Insured's attendance, at the Company's written request, at a trial, deposition, hearing, mediation or arbitration proceeding involving a Claim against such Insured for Damages, but the amount so payable with respect to any Claim shall not exceed $5,000 for all Insureds. B. The Company will pay up to $5,000 per Policy Period for each Insured, not to exceed $10,000 as to all Insureds per Policy Period, for reimbursement of attorney's fees and other costs, expenses or fees resulting from the investigation or defense of a Disciplinary Proceeding; provided: notice of such Disciplinary Proceeding is both first received by the Insured and reported in writing to the Company during the Policy Period or the Extended Reporting Period, and such Disciplinary Proceeding arises out of Wrongful Acts committed by the Insured subsequent to the Retroactive Date, if any. C. The Company will pay up to $5,000 per Policy Period for attorney fees charged by an attorney designated by the Company to prepare the Insured for deposition provided: 1. the Insured receives a subpoena during the Policy Period for documents or testimony arising out of Professional Services; and 2. the Insured provides the Company with a copy of the subpoena; and 3. the subpoena arises out of a lawsuit to which the Insured is not a party; and 4. the Insured has not been engaged to provide advice or testimony in connection with the lawsuit, nor has the Insured provided such advice or testimony in the past. Any notice the Insured provides the Company of such subpoena shall be deemed notification of a potential Claim under X. DUTY TO PROVIDE NOTICE. EMD 7000-0915-N Page 3 of 15 The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. NAUTILUS INSURANCE COMPANY V. EXCLUSIONS With respect to both Coverages A and B: The coverage under this Policy does not apply to Damages or Claim Expenses incurred with respect to any Claim: 1. based upon or arising out of any obligation for which the Insured or any carrier as the insurer may be held liable under any workers' compensation, unemployment compensation or disability benefits law, or under any similar law, including but not limited to the Employee Retirement Income Security Act of 1974, and any amendments thereto; 2. based upon or arising out of Personal Injury to any employee of the Named Insured arising out of and in the course of their employment with the Named Insured or to any obligation of the Insured to indemnify another because of Damages arising out of such injury; 3. based on or arising out of the actual or alleged failure to effect or maintain any insurance or bond; 4. for which any Insured is also protected under a nuclear energy liability insurance policy or would have been protected under such a policy if that policy's limits of coverage had not been used up; 5. that results from the Hazardous Property of Nuclear Material and for which: a. any Insured is required by law to maintain financial protection in accordance with the Federal Atomic Energy Act, or any of its amendments; or b. any Insured is entitled, or would have been entitled had this Policy not been issued, to indemnity from the United States government, or any of its agencies, under any contract or agreement between the government, or any of its agencies; 6. based upon or arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of Pollutants at any time; 7. based upon or arising out of: a. any request, demand or order that any Insured test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of Pollutants; or b. any Claim by or on behalf of a governmental authority for Damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of Pollutants. 8. based on or arising out of actual or alleged liability assumed by the Insured under any contract or agreement, including but not limited to breach of contract, other than a contract for services as an Emergency Medical Service Medical Director with a Contracting Entity; 9. based on or arising out of or alleging in whole or in part Physical or Sexual Abuse. This exclusion applies regardless of the legal theory or basis upon which the Insured is alleged to be legally liable or responsible in whole or in part for any Damages arising out of Physical or Sexual Abuse, including but not limited to assertions of improper or negligent hiring, employment or supervision, failure to protect or warn the other party, failure to prevent the Physical or Sexual Abuse, failure to prevent assault and battery, or failure to discharge an employee of the Named Insured or the Contracting Entity; However, notwithstanding the foregoing exclusion, the Insured shall be entitled to a defense as provided under the terms of this Policy as to any Claim upon which a Suit is brought for any such alleged behavior, unless a judgment or final adjudication adverse to the Insured, or an admission by the Insured shall establish that such behavior caused, in whole or in part, the injury claimed in such Claim. The Company shall not be required to appeal a judgment or final adjudication adverse to the Insured; EMD 7000-0915-N Page 4 of 15 The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage„ NAUTILUS INSURANCE COMPANY 10. based on or arising out of any circumstance for which the Insured or it's insurer may be held liable under the National Labor Relations Act of 1938 (NRLA), the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), the Occupational Safety and Health Act (OSHA), The Worker Adjustment and Retraining Notification Act (WARN), Social Security, any workers' compensation, unemployment compensation or disability benefits law or under any similar law; provided, however, this exclusion shall not apply to any Claim based upon or arising from or in consequence of any actual or alleged retaliatory treatment of the claimant by the Insured on account of the claimant's exercise of rights under such law. With respect to Coverage A: The coverage under this Policy does not apply to Damages or Claim Expenses incurred with respect to any Claim: 1. based on or arising out of any actual or alleged criminal, dishonest, fraudulent or malicious act, error or omission, committed with actual, criminal, dishonest, fraudulent or malicious purpose or intent by or at the direction of any Insured. However, notwithstanding the foregoing, the insurance afforded by this Policy shall apply to Claim Expenses incurred in defending any Suit alleging such conduct until, by trial verdict, court ruling, regulatory ruling or legal admission, the Insured is found to have engaged in such conduct. 2. made by or on behalf of: a. one Insured under this Policy against another Insured under this Policy; b. any entity which is controlled, managed or operated by an Insured; C. any entity in which an Insured's spouse or domestic partner has an ownership interest in excess of 10%; or d. any entity which wholly or partly owns, operates or manages an Insured. 3. based on or arising out of any actual or alleged express warranties or guarantees; 4. based on or arising out of actual or alleged Bodily Injury to employees of the Insured or the Contracting Entity in the course and scope of their employment, or while they perform duties related to the Insured's Professional Services; including any obligations the Insured may have to share Damages with, or repay another party who must pay Damages because of the Bodily Injury; 5. brought by the spouse, child, parent, brother or sister of any employee of the Insured or the Contracting Entity as a result of Bodily Injury to such employee, regardless of whether the Insured may be liable as an employer or in any other capacity; 6. based on or arising out of the ownership, operation, maintenance or use of: a. any sanitarium, hospital or medical center; b. any clinic with bed care facilities; C. any laboratory; or d. any other business not designated as an Insured under this Policy; 7. based on or arising out of the actual or alleged rendering or failure to render any practice or procedure for which the Insured is not licensed or authorized to perform under the business and professions laws of the state in which the practice or procedure is rendered or to be rendered; 8. based upon or arising out of lockout, strike, picket line, related worker replacement(s) or other similar actions resulting from labor disputes or labor negotiations, provided, however, this exclusion shall not apply to any Claim based upon or arising out of Professional Services, including an error or omission in the oversight training or preparedness of others for whom the Insured is legally responsible; EMD 7000-0915-N Page 5 of 15 The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. NAUTILUS INSURANCE COMPANY 9. based on or arising out of Bodily Injury or Personal Injury to any person arising out of the provision of medical services by the Insured, except when arising out of direct patient care provided within the scope of Professional Services. With, respect to Coverage e B: The coverage under this Policy does not apply to Damages or Claim Expenses incurred with respect to any Claim: 1. based on or arising out of Property Damage to premises alienated by the Named Insured arising out of such premises or any part thereof; 2. based on or arising out of loss of use of tangible property which has not been physically injured or destroyed resulting from: a. a delay in or lack of performance by or on behalf of the Named Insured of any contract or agreement; or b. the failure work performed by or on behalf of the Insured to meet the level of performance, quality, fitness or durability warranted or represented by the Insured; based on or arising out of Bodily Injury, Personal Injury or Property Damage arising out of the ownership, maintenance, operation, use, loading or unloading of: a. any automobile, aircraft or watercraft owned or operated by or rented or loaned to any Insured; and b. any other automobile, aircraft or watercraft operated by any person in the course of his employment by an Insured; provided, however, this exclusion does not apply to the parking of any automobile on premises owned by, rented to or controlled by the Named Insured or the ways immediately adjoining, if such automobile is not owned or rented or loaned to any Insured, and this exclusion does not apply to watercraft while ashore on premises owned by, rented to or controlled by the Named Insured; 4. based upon or arising out of Property Damage to: a. property owned or occupied or rented to the Insured; b. property used by the Insured; or C. property in the care, custody or control of the Insured or as to which the Insured is for any purpose exercising physical control; provided, however, parts b. and c. of this exclusion do not apply with respect to liability under a written side-track agreement and part c. of this exclusion does not apply with respect to Property Damage (other than to Elevators) arising out of the use of an Elevator at premises owned by, rented to or controlled by the Named Insured; 5. based upon or arising out of Bodily Injury, Personal Injury or Property Damage for which the Insured or his indemnitee may be held liable: a. as a person or organization engaged in the business of manufacturing, distributing, selling or serving alcoholic beverages; or b. if not so engaged, as an owner or lessor of premises used for such purposes, if such liability is imposed by, or because of the violation of any statute, ordinance or regulation pertaining to the sale, gift, distribution or use of any alcoholic beverage; 6. based on or arising out of Bodily Injury, Personal Injury or Property Damage due to war, whether or not declared, civil war, insurrection, rebellion or revolution or to any act or condition incident to any of the foregoing with respect to liability assumed by the Insured under an incidental contract; 7. based upon or arising out of Aircraft Products including consequential loss of use thereof resulting from Grounding; EMD 7000-0915-N Page 6 of 15 The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. NAUTILUS INSURANCE COMPANY 8. based upon or arising out of Bodily Injury, Personal Injury or Property Damage expected or intended from the standpoint of the Insured; however, this exclusion does not apply to Bodily Injury, Personal Injury resulting from the use of reasonable force to protect persons or property; 9. based upon or arising out of Personal Injury in the course of or related to advertising or telecasting activities conducted by or on behalf of the Named Insured; 10. based on or arising out of Bodily Injury or Personal Injury to any person arising out of the provision of medical services by the Insured. VI. DEFINITIONS Whenever printed in boldface type, and whether in the singular or plural form in this Policy, including endorsements forming a part hereto, the following terms shall have the meanings indicated below. A. Aircraft Products means, whenever used in this Policy, any aircraft whether or not heavier than air (including spacecraft and missiles) and any ground support, guidance, control or communications equipment used in connection therewith, and also includes parts, supplies or equipment installed in or on or used in connection with aircraft, including tools, training aids, instructions, manuals, blueprints and other data, engineering and other advice, services and labor used in the operation, maintenance or manufacture of Aircraft Products. B. Alternative Dispute Resolution means arbitration, mediation, or other form of alternative dispute resolution. C. Bodily Injury means bodily harm, sickness or disease. It includes required care, loss of services and death that results from such harm, sickness or disease. D. Claim means: 1. a demand or an oral or written notice received by the Insured from any party that it is their intention to hold the Insured responsible for any Wrongful Act or Occurrence to which this this Policy applies; 2. the Insured's knowledge of circumstances which could reasonably be expected to give rise to a Suit or demand against the Insured for a Wrongful Act; 3. service of suit and the institution of other Alternative Dispute Resolution proceedings; and 4. any Suit. Claim shall not include a Disciplinary Proceeding. E. Claim Expenses means: 1. fees charged by an attorney, arbitrator or mediator designated by the Company, and all other fees, costs, and expenses resulting from the investigation, adjustment and defense of a Claim or potential Claim, if incurred by the Company, or by the Insured with the Company's prior written consent; 2. all costs taxed against an Insured with respect to a covered Claim, and interest on the covered portion of any judgment which accrues after entry of judgment and before the Company has paid or tendered or deposited, whether in court or otherwise; and 3. premiums on appeal bonds and on bonds to release attachments with respect to covered Claims, but not for bond amounts in excess of the applicable Limits of Insurance or portions of any judgments not covered by this Policy. The Company shall have no obligation to collateralize or furnish any bond. Claim Expenses do not include salaries of the Company's personnel. Company means the entity issuing this Policy as listed on the Declarations Page. EMD 7000-0915-N Page 7 of 15 The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. NAUTILUS INSURANCE COMPANY G. Contracting Entity means an entity, organization or agency listed in the application on file with the Company for this Policy Period which is party to a written contract with the Named Insured for the performance of Professional Services. H. Cyber Attack means the unauthorized transmission of false or fraudulent data with the intent to destroy, damage, modify, disseminate or delete personal employee information maintained by the Insured on a computer or portable electronic device for the purposes of providing Professional Services. I. Damages means a compensatory monetary judgment, award or settlement which an Insured is legally obligated to pay for any Claim to which this Policy applies. Damages does not include: 1. punitive or exemplary Damages, sanctions, fines or penalties assessed against any Insured or the multiplied portion of a multiplied damage award; 2. fees, expenses or other consideration paid or owed an Insured; or 3. amounts which may be deemed uninsurable under the law pursuant to which this Policy shall be construed. J. Discrimination means the unlawful treatment of any person based on their race, color, religion, age, sex, sexual orientation or preference, marital status, pregnancy national origin, or any physical or mental impairment that substantially limits one or more of a person's major life activities. Physical or mental impairment does not include an impairment that is the result of the use of alcohol or illegal drugs. K. Disciplinary Proceeding means any proceeding brought against the Insured by a State or other regulatory or disciplinary official or agency to investigate charges alleging professional misconduct in performing Professional Services. L. Extended Reporting Period, means the period of time after the end of the Policy Period for reporting a Claim that is first made against the Insured arising from an Occurrence or Wrongful Act that fully occurred after the Retroactive Date and prior to the end of the Policy Period, and which is otherwise covered by this Policy. M. Grounding means, whenever used in this Policy, the withdrawal of one or more aircraft from flight operations or he imposition of speed, passenger or load restrictions on such aircraft because of the existence of or alleged existence of a defect, fault or condition in any Aircraft Product. N. Hazardous Properties include radioactive, toxic or explosive properties. O. Insured means any person or organization qualifying as an Insured in Section II. Who is Insured of this Policy. The insurance afforded applies separately to each Insured against whom a Claim is made or Suit is brought, subject to the Company's Limit of Liability. P. Named Insured means the individual or entity designated in Item 1 of the Declarations. Q. Nuclear Material means any of the following materials which are defined in the federal Atomic Energy Act, or any of its amendments: 1. source material; 2. special Nuclear Material; or 3. by-product material. R. Occurrence means an accident, including continuous or repeated exposure to substantially the same general harmful condition, which results in Personal Injury or Property Damage sustained after the Retroactive Date stated in Item 4 of the Declarations. EMD 7000-0915-N Page 8 of 15 The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. NAUTILUS INSURANCE COMPANY S. Personal Injury means injury, including consequential Bodily Injury arising out of one or more of the following offenses: 1. false arrest, detention or imprisonment, wrongful entry or eviction, or other invasion of private occupancy, or malicious prosecution or humiliation, except when maliciously inflicted by, at the direction of, or with the consent or acquiescence of the Insured; 2. the publication or utterance of libel, slander or other defamatory or disparaging material, or a publication or utterance in violation of an individual's right to privacy alleged to have been made by or at the direction of and with such Insured's knowledge of the falsity thereof; or 3. injury occurring in the course of the Insured's advertising activities, including but not limited to infringement of copyright, title, slogan, patent, trademark, trade dress, trade name, service mark or service number. T. Physical or Sexual Abuse means: 1. physical assault, abuse, molestation, or intentional neglect, or licentious, immoral, amoral or other behavior that was committed or alleged to have been committed by the Insured or by any person for whom the Insured is legally responsible; and/or 2. sexual assault, abuse, molestation or licentious, immoral, amoral or other behavior which was threatened, intended to lead to or culminated in any sexual act whether committed intentionally, negligently, inadvertently or with the belief, erroneous or otherwise, that the other party is consenting and has the legal and mental capacity to consent thereto, that was committed, or alleged to have been committed by the Insured or by any person for whom the Insured is legally responsible. U. Policy Period means the period of time stated in Item 2 of the Declarations as Policy Period, or, if the Policy is terminated before the end of that period, then the period of time beginning with the effective date of this Policy as stated in the Declarations and ending with such earlier termination date. V. Pollutant means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. W. Professional Services means consulting services, guidance, leadership, oversight, training, quality assurance services and direct patient care incidental to the services performed by the Insured in their capacity as an Emergency Medical Services Medical Director pursuant to an agreement with a Contracting Entity for a fee, remuneration or other consideration. X. Property Damage means physical injury to or destruction of tangible property, including consequential loss of use thereof, or loss of use of tangible property which has not been physically injured or destroyed provided such loss of use is caused by an Occurrence. Y. Related Wrongful Acts means Wrongful Acts which are the same as, related or continuous or that are logically or causally connected by reason of any common fact, circumstance, situation, transaction, casualty, event or decision. Z. Retroactive Date means the date specified in Item 4 of the Declarations. AA. Sexual Harassment means unwelcome sexual advances, requests for sexual favors and other verbal or physical conduct of a sexual nature when: 1. submission to such conduct is made, either explicitly or implicitly, a term and condition of an individual's employment; 2. submission to, and rejection of, such conduct is used as the basis for employment decisions affecting such individual; or EMD 7000-0915-N Page 9 of 15 The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. NAUTILUS INSURANCE COMPANY 3. such conduct has the purpose or effect of unreasonably interfering with an individual's work performance or creating an intimidating, hostile or offensive work environment. BB. Suit means a civil proceeding in which Damages because of injury to which this Policy applies are alleged. Suit includes an Alternative Dispute Resolution proceeding in which such Damages are claimed and to which an Insured submits with the Company's written consent. CC. Wrongful Act means: 1. any actual or alleged act, error or omission committed by the Insured in the performance of, or failure to perform, Professional Services; 2. any actual or alleged act, error, omission, neglect or breach of duty committed by the Insured in the performance of or failure to perform Professional Services while off duty, provided such services are within the scope of the Insured's duties as an Emergency Medical Services Medical Director as prescribed by State Law or Licensing/Certifying authorities; 3. any actual or alleged wrongful termination committed by the Insured, whether actual or constructive, of an employee of a Contracting Entity; but only in the performance of Professional Services; 4. any actual or alleged Discrimination committed by the Insured; but only in the performance of Professional Services; 5. any actual or alleged Sexual Harassment of an employee of a Contracting Entity committed by the Insured; but only in the performance of Professional Services; 6. any actual or alleged Personal Injury committed by the Insured in the performance of Professional Services; 7. any actual or alleged retaliatory treatment committed by the Insured against an employee of a Contracting Entity as a result of such employee's exercise of rights under the law, but only in the performance of Professional Services; 8. any actual or alleged breach of privacy of an employee of a Contracting Entity resulting from the theft of personal data maintained electronically by the Named Insured for the purposes of performing Professional Services; or 9. any actual or alleged liability of the Insured for libel or slander of an employee of a Contracting Entity resulting from a Cyber Attack. VII. LIMIT OF LIABILITY A. Emergency Medical Services Medical Directors Error and Omissions Coverage — Each Claim Limit The Limit of Liability stated in Item 3 A of the Declarations is the limit of the Company's liability for all Damages and Claim Expenses arising out of each Claim arising from any Wrongful Act in the rendering or failure to render Professional Services by the Insured. B. Emergency Medical Services Medical Directors General Liability Coverage — Each Occurrence The Limit of Liability stated in Item 3 B of the Declarations is the limit of the Company's liability for all Damages and Claim Expenses for each Claim arising from any Occurrence to which this Policy applies. C. Policy Aggregate The Limit of Liability stated in Item 3 C of the Declarations is the total limit of the Company's liability for all Damages and Claim Expenses arising out of all Claims covered by this Policy. EMD 7000-0915-N Page 10 of 15 The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. NAUTILUS INSURANCE COMPANY D. Multiple Insureds, Claims and Claimants The inclusion herein of more than one Insured or the making of Claims or the bringing of Suits by more than one person or organization shall not operate to increase the Company's Limit of Liability. E. Related Claims All Claims based upon or arising out of the same Wrongful Act or any Related Wrongful Acts, or one or more series of any similar, repeated or continuous Wrongful Acts or Related Wrongful Acts, shall be considered a single Claim. Each Claim shall be deemed to be first made at the earliest of the following times: 1. when the earliest Claim arising out of such Wrongful Act or Related Wrongful Acts was first made; or 2. when notice pursuant to section VII. B. above of a fact, circumstance or situation giving rise to such Claim is given. With respect to Coverage B, two or more Claims arising out of a single Occurrence shall be treated as a single Claim, regardless of when such Claims are made. All such Claims, shall be considered first made on the date on which the earliest Claim arising out of such Occurrence was first made against the Insured, and all such Claims shall be subject to the same Limit of Liability. F. Other Insurance If any Insured is afforded coverage for a Claim under two or more policies of professional or general liability insurance issued by the Company, the Company shall not be liable under this Policy for a greater proportion of Damages and Claim Expenses than the Limit of Liability of this Policy bear to the total limits of all applicable insurance policies, and the Company's total liability as to such Claim shall not exceed the Limit of Liability of the policy which has the highest applicable Limit of Liability. Vill. EXTENDED REPORTING PERIOD The Limit of Liability for the Extended Reporting Period shall be part of, and not in addition to the Limits of Liability of the Company for the Policy Period. The right to an Extended Reporting Period shall not be available to the Insured: where cancellation or non -renewal by the Company is due to non-payment of premium or failure of an Insured to pay such amounts in excess of the applicable Limit of Liability, or the Insured's license to practice his or her profession has been revoked, suspended or surrendered at the request of any disciplinary or regulatory authority for reasons other than the Insured becoming totally and permanently disabled. All notices and premium payments with respect to the Extended Reporting Period shall be directed to the Company through the entity named in the Policyholder Notice attached to this Policy. At the commencement of the Extended Reporting Period the entire premium shall be deemed earned, and in the event the Insured terminates the Extended Reporting Period for any reason prior to its natural expiration, the Company will not be liable to return any premium paid for the Extended Reporting Period. A. Automatic Extended Reporting Period In case of cancellation or non -renewal of this Policy by the Named Insured or the Company for any reason (except for non-payment of premium), an automatic sixty (60) day Extended Reporting Period effective at the termination of this Policy will be provided by the Company at no additional cost, unless this Policy is replaced with the same or similar insurance issued by the Company or any other Company, whether or not the limits are identical to those provided under this Policy. EMD 7000-0915-N Page 11 of 15 The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. NAUTILUS INSURANCE COMPANY B. Optional Extended Reporting Period In the event of cancellation or non -renewal of this Policy by the Company, the Named Insured shall have the right, upon payment of the premium set forth below, to purchase an Extended Reporting Period . In order for the Named Insured to exercise this option, the payment of the premium for the Extended Reporting Period must be paid to Company, in full, within sixty (60) days of the non - renewal or cancellation. The Extended Reporting Period Endorsement is subject to the following additional premium: 1. 100% of the full annual premium for this Policy for a twelve (12) month period; 2. 150% of the full annual premium for this Policy for a twenty-four (24) month period; 3. 185% of the full annual premium for this Policy for a thirty-six (36) month period; 4. 210% of the full annual premium for this Policy for a forty-eight (48) month period; or 5. 225% of the full annual premium for this Policy for a sixty (60) month period. C. Death or Disability of the Insured If the Named Insured designated in Item 1 of the Declarations is an individual, the Named Insured shall have the right, to elect an Extended Reporting Period without additional charge for an unlimited period of time following the effective date of cancellation or non -renewal of the Policy, provided that: 1. such cancellation or non -renewal results from the Insured's death or disability during the Policy Period; 2. the Insured is totally and permanently disabled for a minimum of six (6) months prior to the election of this option; 3. satisfactory written evidence of death or disability is provided to the Company within one (1) year of such death or disability; 4. all premiums and any Deductible due the Company have been paid in full; and 5. written notice of this election is received by the Company or its authorized agent, from the Insured or the Insured's legal representative within sixty (60) days after the effective date of such cancellation or non -renewal. D. Retirement If the Named Insured designated in Item 1 of the Declarations is an individual, and such Named Insured retires from the practice of Professional Services during the Policy Period and has been Insured by an Emergency Medical Services Medical Directors Professional Liability and General Liability policy issued by the Company for five (5) consecutive years, the Company will provide the Insured an Extended Reporting Period of unlimited duration without additional charge. The Insured will be deemed to have retired from Professional Services if, and only if, the Insured has ceased providing Professional Services. The rendering of consulting services, guidance, leadership, oversight, training, quality assurance services and direct patient care; performed by the Named Insured for others, either in an emergency situation requiring immediate intervention or occasionally on a voluntary or charitable basis will not terminate the Extended Reporting Period if the Insured does not receive compensation for such services, other than compensation for the reimbursement of expenses incurred in rendering such services. IX. OTHER INSURANCE This Policy shall apply in excess of any other valid and collectible insurance available to any Insured, unless such other insurance is written only as specific excess insurance over the Limit of Liability of this Policy. EMD 7000-0915-N Page 12 of 15 The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. NAUTILUS INSURANCE COMPANY X. DUTY TO PROVIDE NOTICE It is a condition precedent to coverage under this Policy that all Claims be reported to the Company in compliance with this section of the policy. A. If any Claim is made against the Insured, the Insured shall immediately forward to the Company every demand, notice, summons or other process received by them or their representative. B. If during the Policy Period the Insured first becomes aware of any Claim or Occurrence, the Insured must give written notice to the Company during the Policy Period, as soon as practicable, but in no event later than 90 days after the expiration of the Policy Period C. If during the Policy Period the Insured first becomes aware of any fact, circumstance or situation which may reasonably be expected to give rise to a Claim being made against any Insured, the Insured may give written notice to the Insurer, as soon as practicable (but prior to the expiration of or cancellation of this Policy), of: 1. the specific Wrongful Act or Occurrence; and 2. the injury or damage which may result or has resulted from the Wrongful Act or Occurrence; and 3. how the Insured first became aware of the Wrongful Act or Occurrence. Any subsequent Claim made against the Insured which is the subject of the written notice shall be deemed to have been made at the time written notice was first given to the Company. C. A Claim shall be considered to be reported to the Company when notice of the Claim is first received by Company. D. In the event of non -renewal of this Policy by the Company, the Insured shall have sixty (60) days from the expiration date of the Policy Period to notify the Company of Claims made against the Insured during the Policy Period which arise out of any Wrongful Act or Occurrence which took place prior to the termination date of the Policy Period and otherwise covered by this Policy. E. If any Insured makes a Claim under this Policy knowing such Claim is false or fraudulent, this Policy shall be rendered null and void. XL.. ASSISTANCE AND COOPERATION OF THE INSURED The Insured shall cooperate with the Company in all investigations, including investigations regarding the application and coverage under this Policy and, upon the Company's request, assist in making settlements, in the conduct of Suits and in enforcing any right of contribution or indemnity against any person or organization other than an employee of any Insured who may be liable to the Insured because of a Wrongful Act or Occurrence, with respect to which insurance is afforded under this Policy. The Insured shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The Insured shall not, except at its own cost, admit liability, make any payment, assume any obligation, incur any expense, enter into any settlement, stipulate to any judgment or award or otherwise dispose of any Claim without the consent of the Company. XII. ACTION AGAINST THE COMPANY No action shall lie against the Company unless, as a condition precedent thereto, there shall have been full compliance with all terms of this Policy, nor until the amount of the Insured's obligation to pay shall have been finally determined either by judgment or award against the Insured after actual trial or arbitration or by written agreement of the Insured, the claimant and the Company. EMD 7000-0915-N Page 13 of 15 The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. NAUTILUS INSURANCE COMPANY Any person or organization or the legal representative thereof who has secured such judgment, award or written agreement shall thereafter be entitled to make a Claim under this Policy to the extent of the insurance afforded by this Policy. No person or organization shall have any right under this Policy to join the Company as a party to an action or other proceeding against the Insured to determine the Insured's liability, nor shall the Company be impleaded by the Insured or the Insured's legal representative. Bankruptcy or insolvency of the Insured or of the Insured's estate shall not relieve the Company of any of their obligations hereunder. XIII. SUBROGATION In the event of any payment under this Policy, the Company shall be subrogated to all the Insured's rights of recovery against any person or organization and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing after the payment of Damages by the Company to prejudice such rights. Any sums recovered through subrogation shall be apportioned as follows: 1. first, to repayment of the Company's expenses incurred toward subrogation; 2. second, to Damages and Claim Expenses paid by the Company; 3. third, to Damages and Claim Expenses paid by the Insured in excess of any Deductible; 4. fourth, to Damages and Claim Expenses paid by any excess or other insurer on behalf of the Insured; and 5. last, to repayment of any Deductible. XIV. CHANGES Notice to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this Policy or estop 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 endorsement issued to form a part of this Policy, signed by the Company. XV. ASSIGNMENT The interest hereunder of any Insured is not assignable. If the Insured shall die or be adjudged incompetent, this Policy shall cover the Insureds legal representative as the Insured with respect to liability previously incurred and covered by this Policy. XVI. NONRENEWAL Any notice of non -renewal will be mailed to the Named Insured by first class, registered or certified mail at the last mailing address known to the Company at least sixty (60) days before the end of the Policy Period. Proof of mailing will be sufficient proof of notice. XVII. DECLARATIONS AND APPLICATIONS By acceptance of this Policy, all Insureds agree that the statements in the Declarations and all applications are their agreements and representations, and that this Policy is issued in reliance upon the truth of such representations and that this Policy embodies all agreements existing between the Insured and the Company or any of its agents relating to this Policy. EMD 7000-0915-N Page 14 of 15 The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. NAUTILUS INSURANCE COMPANY XVIII. CANCELLATION A. This Policy may be cancelled by the Named Insured by surrender thereof to the Company or by mailing to the Company written notice stating when thereafter the cancellation shall be effective. This Policy may be cancelled by the Company by mailing to the Named Insured at the address stated in Item 1 of the Declarations written notice stating when, but not less than 60 days thereafter, such cancellation shall be effective. However, if the Company cancels this Policy because the Named Insured has failed to pay a premium when due, this Policy may be cancelled by the Company by mailing written notice of cancellation to the "Named Insured' at the address stated in the Declarations stating when, but not less than 10 days thereafter, such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of surrender or the effective date and hour of cancellation stated in the notice shall become the end of the Policy Period. Delivery (where permitted by law) of such written notice either by the Named Insured or by the Company shall be equivalent to mailing. B. If the Named Insured cancels this Policy, earned premium shall be computed in accordance with the short rate table and procedure. If the Company cancels this Policy, earned premium shall be computed pro rata. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. XIX. CONFORMITY TO STATUTE Notwithstanding anything contained herein to the contrary, in the event that any terms or conditions of this Policy conflict with any law applicable to the coverage afforded hereunder, the terms of this Policy shall be deemed amended to conform to such law or laws. XX. LIBERALIZATION If the Company adopts any revision that would broaden the coverage under the policy without additional premium at any time during the Policy Period, the broadened coverage will immediately apply to this Policy. XXI. BANKRUPTCY OR INSOLVENCY OF INSURED Bankruptcy or insolvency of the Insured or of the Insured's estate shall not relieve the Company of any of its obligations under this Policy. XXII. ENTIRE CONTRACT By acceptance of this Policy the Insureds agrees that the statements in the Declarations and application are the Insureds' agreements and representations, that this Policy is issued in reliance upon the truth of such representations and that this Policy embodies all agreements existing between the Insureds and the Company relating to this Policy. In witness whereof, the Company has caused this Policy to be signed by its President and Chief Executive Officer and Secretary, but this Policy shall not be valid unless countersigned on the Declarations Page by a duly authorized representative of the Company. { President and Chief Executive Officer EMD 7000-0915-N Secretary Page 15 of 15 The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage.