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HomeMy WebLinkAbout20240429.tiffCATIAva CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN THE WELD COUNTY DEPARTMENT OF HEALTH AND CASSIE SANCHEZ, REGISTERED PHARMACIST This Agreement Extension/Renewal ("Renewal"), made and entered into I ZSd41 of NOVEMBER, 2024, by and between the Board of Weld County Commissioners, on behalf of the Weld County Department of PUBLIC HEALTH AND ENVIRONMENT, hereinafter referred to as the "Department", and CASSIE SANCHEZ, hereinafter referred to as the "Contractor", WHEREAS the parties entered into an agreement (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 20240429, approved on February 27, 2024. WHEREAS the parties hereby agree to extend the term of the Original Agreement in accordance with the terms of the Original Agreement, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Original Agreement will end on December 31, 2024. • The parties agree to extend the Original Agreement for ar additional 3 year period, which will begin January 1" 2025, and will end on December 31, 2027. • The Renewal, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the Contract Documents, which shall be effective upon the expiration of the current term of the Original Agreement: 1. [County agrees to pay an amount not to exceed $125 per hour. • All other terms and conditions of the Original Agreement remain unchanged. IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. CONTRACTOR: (_10a3k-- anew Printed Nye Signature BOARD OF COUNTY COMMISSIONERS WELD COUNT DO o Kevin D. Ross, Chair BY: Deputy CI, C ' c «m$/z44 ,y/ 2oZy-o42q Contract Form Entity Information Entity Name* Entity ID* SANCHEZ, CASSANDRA @00036785 New Entity? Contract Name" Contract ID CASSANDRA SANCHEZ, REGISTERED PHARMACIST 8860 AGREEMENT EXTENSION Contract Status CTB REVIEW Contract Lead * BFRITZ Contract Lead Email bfritz@weld.gov;Health- Contracts@weld.gov Contract Description" CASSANDRA SANCHEZ, REGISTERED PHARMACIST AGREEMENT EXTENSION Contract Description 2 Contract Type* Department AGREEMENT HEALTH Amount* $125.00 Renewable * NO Automatic Renewal Grant IGA Department Email CM-Health@weld.gov Department Head Email CM-Health- DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Parent Contract ID Requires Board Approval YES Department Project # Requested BOCC Agenda Due Date Date* 11/16/2024 11/20/2024 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Review Date 11/01/2027 Committed Delivery Date Renewal Date Expiration Date* 12/31/2027 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 11/14/2024 Approval Process Department Head Finance Approver Legal Counsel JASON CHESSHER CONSENT CONSENT DH Approved Date Finance Approved Date Legal Counsel Approved Date 11/14/2024 11/14/2024 11/14/2024 Final Approval BOCC Approved Tyler Ref # AG 111824 BOCC Signed Date Originator BFRITZ BOCC Agenda Date 11/18/2024 RESOLUTION RE: APPROVE PROFESSIONAL SERVICE AGREEMENT FOR CONSULTING PHARMACIST AND AUTHORIZE CHAIR TO SIGN - CASSANDRA SANCHEZ, REGISTERED PHARMACIST WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Professional Service Agreement for a Consulting Pharmacist between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Health and Environment, and Cassandra Sanchez, Registered Pharmacist, commencing January 1, 2024, and ending December 31, 2024, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Professional Service Agreement for a Consulting Pharmacist between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Health and Environment, and Cassandra Sanchez, Registered Pharmacist, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 21st day of February, A.D., 2024, nunc pro tunc January 1, 2024. BOARD OF COUNTY COMMISSIONERS WELD COUNTY,DL-9�,489� ATTEST: d ' ) Weld County Clerk to the Board B4Ortut tdeovidz, Deputy Clerk to the Board AP":' ED A ty At • rney Date of signature: Ross, Chair, Scott K. James ine 25744.,, cc : HL (wc/SMt) 2024-0429 031m/24 4 HL0057 Conk-va c+ tP T71 ?? BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS AROUND TITLE: Professional Services Agreement for Consulting Pharmacist DEPARTMENT: PUBLIC HEALTH AND ENVIORNMENT DATE: January 19, 2024 PERSON REQUESTING: Jason Chessher, Executive Director Shaun May, Public Health Services Division Director Brief description of the problem/issue: For the Board's review and approval is a professional services agreement between Cassie Sanchez, Registered Pharmacist, and the Board of County Commissioners of Weld County for the use and benefit of the Weld County Department of Public Health and Environment (WCDPHE). In accordance with the Colorado Board of Pharmacy rule 14.00.40, our public health clinic dispenses medications (no controlled substances) under a "other outlet" registered pharmacy. We are also required by rule 14.00.80 to have a registered pharmacist acting as a consulting pharmacist to assist our department with compliance with Board of Pharmacy rules and requirements. Ms. Sanchez has worked with us for over 10 years as our consulting pharmacist and we have been pleased with her service. It recently came to our attention that we do not have an approved professional services agreement in place. As a best practice, we believe we seek to have an approved professional agreement in place for this type of important and regulatory -required service. Activities will be conducted by current staff; no additional FTE is being requested. What options exist for the Board? With the approval of the Board, this professional services agreement will allow our department to maintain compliance with Board of Pharmacy rules. It will also ensure the department has the necessary legal liability and operational protections in place to keep the risks associated with our outlet pharmacy and clinical operations to an appropriate and minimal level. If the Board declines approving this professional services agreement, the consequence will be that the department and County will continue to assume an elevated level of liability and operational risk. Costs (Current Fiscal Year t Ongoing or Subsequent Fiscal Years): The cost of this professional services contract is normally $3,000 to $4,000 annually to cover the items listed in the Scope of Work to include, but not limited to, quarterly compliance audits and other technical assistance. Funding for these contract services is a part of the current budget, no additional funding is requested. Recommendation: I recommend approval of this professional services agreement with Cassie Sanchez, Registered Pharmacist. 2024-0429 2121 i- UX 5-1 Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck, Pro -Tern Mike Freeman Scott K. James Kevin D. Ross, Chair Lori Saine Cheryl Hoffman From: Sent: To: CC Subject: Approve - thanks! Scott James Monday, January 22, 2024 8:47 AM Cheryl Hoffman Esther Gesick Re: New Consulting Pharmacist contract pass around Scott K. James Weld County Commissioner, District 2 1150 O Street, P.O. Box 758, Greeley, Colorado 80632 970.336.7204 (Office) 970.381.7496 (Cell) Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by retum e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action conceming the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. On Jan 22, 2024, at 8:33 AM, Cheryl Hoffman <choffman@weld.gov> wrote: Hi Scott, Thank you for responding so quickly on the pass arounds from Thursday. I have 7 more I'm sending you. This is the first of the 7. Please let me know if you approve of placement on the BOCC Agenda after review of this one. Thank you! Cheryl L. Hoffman Deputy Clerk to the Board 1150 O Street/P.O. Box 758 Greeley, CO 80632 Tel: (970) 400.4227 choffman@weld.gov From: Karla Ford <kford@weld.gov> Sent: Sunday, January 21, 2024 1:37 PM To: Cheryl Hoffman <choffman@weld.eov> Subject: New Consulting Pharmacist contract pass around Karla Ford R Office Manager, Board of Weld County Commissioners 1150 O Street, P.O. Box 758, Greeley, Colorado 80832 :: 970.336-7204 :: kford@weldoov.com :: www.weldoov.com :. *Please note my working hours are Monday -Thursday 7:00a.m: 5:OOp.m." <image003.jpg> Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return a -moll and destroy the communication. Any disclosure, copying, disUibution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Jason Chessher <ihessher@weld.eov> Sent: Friday, January 19, 2024 8:48 AM To: Karla Ford <kford@wetd.eov> Cc: Shaun May <smavtBAtweid.eov>; Holly Smith <hsmithtatweld.eov>; Bill Fritz <bfritzCatweid.gov> Subject: Consulting Pharmacist contract pass around Hi Karla, Attached is a pass -around and supporting documents for a consulting pharmacist contract. Please let me know if you need anything else on my end. Jason Chessher Executive Director Weld County Department of Public Health & Environment 1555 N 17th Ave, Greeley, CO 80631 970-400-2293 <image001.png><image002.png> <2024 Consulting Pharmacist Agreement Pass Around.doc><Exhibit A - Scope of Work for Consultant Pharmacist 11.29.23.docx><Professional Services Agreement_WCDPHE Consultant Pharmacist 11.29.23.docx> 2 PROFESSIONAL SERVICE AGREEMENT BETWEEN WELD COUNTY AND CASSIE SANCHEZ, REGISTERED PHARMACIST THIS AGREEMENT is made and entered into this Zfday of ve`(JruQ, , 2024, by and between the Board of Weld County Commissioners, on behalf of THE WEH0 COULD DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT hereinafter referred to as "County," and CASSIE SANCHEZ, REGISTERED PHARMACIST, hereinafter referred to as "Contractor". WHEREAS, County desires to retain Contractor to perform services as required by County and set forth in the attached Exhibit; and WHEREAS, Contractor is willing and has the specific ability, qualifications, and time to perform the required services according to the terms of this Agreement; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the services as set forth below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in the attached Exhibit, each of which forms an integral part of this Agreement and are incorporated herein. The parties each acknowledge and agree that this Agreement, including the attached Exhibit, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements (the "Work"). If a conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement shall control, and the remaining order of precedence shall based upon order of attachment. Exhibit A consists of the scope of work for the services provided. 2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the Work described in the attached Exhibit. Contractor shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Work within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins January 1", 2024, and shall continue through December 31, 2024. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. This Agreement may be extended upon mutual written agreement of the Parties. 4. Termination; Breach; Cure. County may terminate this Agreement for its own convenience upon thirty (30) days written notice to Contractor. Either Party may immediately terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure such breach. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to County all drawings, drafts, or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Copies of work product that is incomplete at the time of termination shall be marked "DRAFT - INCOMPLETE." If this Agreement is terminated by County, Contractor shall be compensated for, and such compensation shall be limited to, (1) the sum of the amounts contained in invoices which it has submitted and which have been approved by the County; (2) the reasonable value to County of the services which Contractor provided prior to the date of the termination notice, but which had not yet been approved for payment; and (3) the cost of any work which the County approves in writing which it determines is needed to accomplish an orderly termination of the work. County shall be entitled to the use of all material generated pursuant to this Agreement upon termination. Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by the County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. In the event the County shall require changes in the scope, character, or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by Change Order. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated Change Order, unless approved and documented otherwise by the County Representative. Any change in work made without such prior Change Order shall be deemed covered in the compensation and time provisions of this Agreement, unless approved and documented otherwise by the County Representative. 6. Compensation. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor an amount not to exceed $125 per hour. No payment in excess of that set forth herein will be made by County unless amendment authorizing such additional payment has been specifically approved by Weld County as required pursuant to the Weld County Code. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor 2 was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in the attached Exhibit, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 7. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 9. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall become or remain (as applicable), the property of County. In addition, all reports, documents, data, plans, drawings, records and computer files generated by Contractor in relation to this Agreement and all reports, test results and all other tangible materials obtained and/or produced in connection with the performance of this Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 3 10. Confidentiality. Confidential information of the Contractor should be transmitted separately from non -confidential information, clearly denoting in red on the relevant document at the top the word, "CONFIDENTIAL." However, Contractor is advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contractor agrees to keep confidential all of County's confidential information. Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this Agreement. 11. Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all Work shall be performed by qualified personnel in a professional manner, consistent with industry standards, and that all services will conform to applicable specifications. 12. Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent, expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance. Contractor must secure, before the commencement of the Work, the following insurance covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. For all coverages, Contractor's insurer shall waive subrogation rights against County. a. Types of Insurance. Workers' Compensation / Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. 4 Commercial General Liability Insurance including public liability and property damage, covering all operations required by the Work. Such policy shall include minimum limits as follows: $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal injury $5,000; Medical payment per person. Automobile Liability Insurance: Contractor shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. Professional Liability (Errors and Omissions Liability). The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract. Contractor shall maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from professional services. In the event that the professional liability insurance required by this Contract is written on a claims -made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. Minimum Limits: $1,000,000 Per Loss; $3,000,000 Aggregate. b. Proof of Insurance. Upon County's request, Contractor shall provide to County a certificate of insurance, a policy, or other proof of insurance as determined in County's sole discretion. County may require Contractor to provide a certificate of insurance naming Weld County, Colorado, its elected officials, and its employees as an additional named insured. c. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above described insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein. Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County. d. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. 5 e. Certification of Compliance with Insurance Requirements. The Contractor stipulates that it has met the insurance requirements identified herein. The Contractor shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. 14. Indemnity. The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against any and all injury, loss, damage, liability, suits, actions, claims, or willful acts or omissions of any type or character arising out of the Work done in fulfillment of the terms of this Agreement or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, judicial decision, or other law or court decree. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. 15. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 16. Examination of Records. To the extent required by law, the Contractor agrees that an duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. Contractor agrees to maintain these documents for three years from the date of the last payment received. 17. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 18. Notices. County may designate, prior to commencement of Work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following 6 (c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required and received by the sending party; or Either party may change its notice address(es) by written notice to the other. Notice may be sent to: TO CONTRACTOR; Name: Cassie Sanchez Position: Consultant Pharmacist Address: 0,157 '/ cCt1\\\\Uc\ c_A-ocnx. VnvL. Address: ),M.At is:_A C'V 5 3 cf E-mail: csanchez2.sunriseigncrggj gtg Phone: TO COUNTY: Name: Shaun May Position: Clinical and Community Health Division Director Address: 1555 North 7"' Ave, Greeley, CO 80631 E-mail: smay@weld.gov Phone: 970-400-2309 19. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 20. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other Contractors or persons to perform services of the same or similar nature. 21. Entire Agreement/Modifications. This Agreement including the Exhibit attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 22. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 23. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-10-201 et seq. and §24-50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 24. Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. 25. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shalt be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 26. Governmental Immunity. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10- 101 et seq., as applicable now or hereafter amended. 27. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 28. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 29. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 30. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 31. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibit, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. CONTRACTOR: Cassie Sanchez Cassie Sanchez ATTEST: BY: Deputy Cl y as/g,-1 Date of Signature eideo;,k. BOARD OF COUNTY COMMISSIONERS WELD COIINTY, COLORADO ss, Chair FED 2 1 2024 O20 049 Exhibit A : Scope of Work for Consultant Pharmacist Contractor is responsible for fulfilling the role of a "consultant pharmacist" for Weld County Department of Public Health and Environment (WCDPHE) and shall perform Services on behalf of WCDPHE including, but not limited to the following: a. Applying to the State Board for WCDPHE's registration as an "other outlet" as required by Rule 14.00.40. Once registration is complete, Contractor shall ensure compliance with all State Board regulations relating to registration posting and such other state and/or federal registration requirement of the State Board. (Rule 14.00.70). b. Developing a policy and procedures manual which addresses the receipt, storage, dispensing, labeling, prepackaging, compounding and other disposition of prescription drugs and controlled substances. Contractor must also conduct an annual review of the manual. (Rule 14.00.20). c. Being available for professional consultation with the WCDPHE Executive Director, Medical Advisors, or staff as determined by the agency's demands (Rule 14.00.80). d. Offering guidance and recommendations to ensure the safe handling, storage, administration and security of medications within WCDPHE's facilities. e. Initially interpreting all prescription orders dispensed by WCDPHE or providing written policies for dispensing by unlicensed individuals. f. Quarterly inspections of WCDPHE's "other outlets" and documenting the inspections in writing as outlined in Rule 14.00.80(d). The Contractor must create an inspection form to record the results, sign and date it, and maintain it at the "other outlet" for inspection for a period of two years. g. Assuming responsibility for the accuracy of records concerning drug stock returned to the original supplier, manufacturer, or through a reverse order distributor, in accordance with Rule 14.00.80(f). h. Ensuring that all prescription drugs obtained by WCDPHE are procured from an individual or entity registered with the State Board or a state or local health agency. i. Immediately reporting any significant errors related to the practice of pharmacy such as significant harm to or the death of a patient to the State Board upon discovery. j. Maintaining accurate records and inventories of prescription drugs in compliance with the Rules and other relevant state or federal laws or rules. k. Staying informed about changes in pharmacy regulations, state and federal laws, and accreditation standards that may impact WCDPHE's pharmacy operations. Provide guidance and assistance in maintaining compliance. 1. Collaborating with WCDPHE on quality improvement initiatives related to pharmacy services, including identifying areas for improvement and implementing evidence -based strategies. m. Ensuring proper disposal of pharmaceutical waste and WCDPHE's adherence to environmentally responsible practices in pharmaceutical management. n. Reporting to the State Board any diversion, theft, or significant unaccountable loss of prescription drugs from WCDPHE within one business day of discovery, as per Rule 14.00.80(k) and other state and federal laws o. Ensuring that WCDPHE's records and inventories are "readily retrievable" as required by Rule 14.02.20 and compliant with Rule 14.02.30, which pertains to inventories of controlled substances. p. Ensuring that dispensing records are complete and properly maintained for storage and retrieval of information, following Rules 14.03.00 through 14.03.20. q. Maintaining complete and proper records of the receipt and distribution of prescription drugs and controlled substances for at least two years from the date of receipt or distribution. r. If unable to perform the duties of a "consultant pharmacist," designating another pharmacist to assume these duties for no more than ninety (90) consecutive days and promptly notifying WCDPHE. s. Maintaining a high standard of professional demeanor while performing the Services including, but not limited to, interacting with others in a respectful, courteous, and empathetic manner, communicating clearly and effectively. t. Collaborating with the WCDPHE Chief Nursing Officer, other public health agencies, CDPHE, health service providers within the communities served by WCDPHE, and all relevant public health stakeholders to foster harmony and effectiveness. u. Upholding confidentiality by adhering to WCDPHE's confidentiality policies, federal and state privacy statutes such as 42CFR, and complying with local public health agency HIPAA (federal Health Insurance Portability and Accountability Act) requirements. v. Adhering to all State Board Rules, including but not limited to the Rules on Professional Conduct (Rule 1.00.00), relevant policies adopted by the WCDPHE, and all applicable state and federal laws related licensure and the Services. When delivering the Services, the Contractor must ensure they are performed in a manner consistent with the level of care and skill typically practiced by professionals in the same field who are currently working under similar circumstances, at the same time, and in the same or similar location. The Contractor is aware that providing these Services will necessitate close coordination between themself, WCDPHE staff, and various other consultants and contractors. The Contractor will collaborate on the Services required in this Agreement with the public health director, WCDPHE staff, as well as with consultants and contractors who may be identified by WCDPHE staff from time to time. Professional Liability Insurance Requirement In accordance with State law, the pharmacist must carry adequate professional liability insurance in coverage of at least $1,000,000 per incident and at least $3,000,000 in aggregate. Billing Schedule Contractor will submit a quarterly invoice for billable hours worked related to this agreement. praliability powered by AMBA January 22, 2024 Cassandra! Sanchez 2257 Vermillion Creek Drive loveland, CO 80538 Re: Allied Health Professional Liability Customer Number 3377030 Policy Number AHY-1172960101 Expiration Date: 02/01/2025 Dear Cassandra] Sanchez, AMBA CA Insurance License #0196562 P.O. Box 14554 Des Moines, IA 50306 www.proliability.com I am pleased to enclose your insurance policy through the Liberty Insurance Underwriters Inc. Please review the material carefully and take specific notice of any endorsements to the policy. These policy documents should be kept with your important papers. Please note the important information below: Address or Mid -Term Changes: Any change of address or request for mid-term change should be sent to the following address to assure timely receipt of future notices. All requests must be signed and dated by the policy holder. Also note that requests for mid-term changes to your coverage must be approved by an underwriter prior to binding coverage. AMBA CA Insurance License #0I96562 P.O. Box 14554 Des Moines, IA 50306 Fax:515-506-5089 Phone: 1-800-375-2764 If you have any questions, please contact our office Monday through Friday from 8:15 a.m. to 5:00 p.m. (CT). Thank you for the opportunity to serve your insurance needs. Si ✓�% Stephen Miller Sr. Vice President I CA License #0G07163 AMBA Enclosure Pharmacist Employed New Submission NOTICE CLAIM REPORTING INSTRUCTIONS In the event you receive notice of a Claim, Suit, Incident or Occurrence, you must provide written notice to Liberty Insurance Underwriters Inc. (LIUI). A claim must be reported to LIUI for assignment to a Claims Professional. Please follow the instructions below: Please send written notice to: AMBAClaims@libertyiu.com OR mail to: Liberty International Underwriters 28 Liberty Street 5th Floor New York, NY 10005 When contacting LIUI, please provide the following: Your policy number The telephone number and best time you can be reached • An address where you can receive mail • An email address • The date you received the claim • The date of the incident • The claimant name (if available) • A brief description of the facts of the claim (if available) If you would like to speak with someone regarding your Claim, Suit, Incident or Occurrence, please contact: 1-855-511-8097 Terms in bold face are defined by your policy. Please refer to your policy for relevant definitions and reporting obligations. LIUI HPL CLN001 (Ed. 03/23) proliability powered by AMBA AMBA CA Insurance License #0196562 P.O. Box 14554 Des Moines, IA 50306 www.proliability.com 1-800-375.2764 Fax 515-506-5089 RECEIPT OF PAYMENT Date: 01/22/2024 Named Insured: Cassandra I Sanchez Policy Number: AHY-1172960101 Effective Date: 02/01/2024 Amount Due: * $119.00 Status: Paid in Full `Please be advised that the receipt of payment does not include payments for changes made to the policy after the initial policy issuance. A. B. C. D. E. Healthcare Professional Liability LIBERTY INSURANCE UNDERWRITERS INC. (A Stock Insurance Company, hereinafter the "Company") 55 Water Street, le Floor New York, NY 10041 DECLARATIONS Policy Number: AHY-1172960101 Renewal Of: New SECTION I Item 1. Named Insured: Cassandra I Sanchez 2. Mailing Address: 2257 Vermillion Creek Drive loveland, CO 80538 3. Policy Period: 4. Business or Profession: Pharmacist From: 02/01/2024 To: 02/01/2025 12:01 A. M. Standard Time At Location of Designated Premises Affiliation: 3110- Pharmacists Professional Liability 5. The Named Insured is a(n): Partnership ❑ Corporation ® Individual ❑ LLC ❑Sole Proprietor (with employees) ❑ Professional Association ❑ Other This policy is made and accepted subject to the printed conditions of this policy together with the provisions, stipulations and agreements contained in the following form(s) or endorsements(s): HCPL-20371(01/14), HCPL-2038 (11/09), HCPL-8101A (04/14) HCPL-2037-9000-CO (11/09) ADM-OFAC-0419, HCPL-8320 (01/15), HCPL-8321 (01/15), HCPL-8324 (01/15), HCPL-8328 (02/15) SECTION II Item COVERAGE Premium A. B. C. Professional Liability [ X] General Liability [ ] Terrorism Risk Insurance Act [ ] Endorsements [ ] $117.00 TOTAL: $117.00 LIMITS OF LIABILITY $1,000,000 Each Incident and Each Occurrence $3,000,000 Aggregate SECTION III SUPPLEMENTARY PAYMENTS First Party Assault Licensing Board Reimbursement Wage Loss and Expense Deposition Expense First Aid Reimbursement Representative Agent: 1 El AMBA CA Insurance License #0I96562 P.O. Box 14554 Des Moines, IA 50306 HCPL-2037D (11/09) Cl i ent # 3377030 MEMORANDUM OF INSURANCE Date Issued 01/22/2024 Producer This memorandum is issued as a matter of information only and confers no rights upon the holder. This AM BA memorandum does not amend, extend or alter —the. CA Insurance License #0I 96562 coverages afforded by the Certificate listed below. P.O. Box 14554 Des M of nes, IA 50306 1-800-375-2764 Company Affording Coverage Insured Liberty Insurance Underwriters Inc. Cassandra I Sanchez 2257 Vermillion Creek Drive I oval and, CO 80538 This is to certify that the Certificate listed below has been issued to the insured named above for the policy period indicated, not withstanding any requirement, term or condition of any contract or other document with respect to which this memorandum may be issued or may pertain, the insurance afforded by the Certificate described herein is subject to all the terms, exclusions and conditions of such Certificate. The limits shown may have been reduced by paid claims. The Memorandum of Insurance and verification of payment are your evidence of coverage. No coverage is afforded unless the premium is successfully paid in full. Type of Insurance Certificate Number Effective Date Expiration Date Limits Professional Liability Pharmacist E AHY-117296010' 02/01/2024 02/01/2025 Per Incident/ Occurrence $1,000,000 Pharmaa st Annual Aggregate $3, 000, 000 PROOF OF INSURANCE Memorandum Holder: Should the above describe Certificate be cancelled PROOF OF COVERAGE ONLY before the expiration date thereof, the issuing company will endeavor to mail 30 days written notice to the Memorandum Holder named to the left, but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives. Authorized Representative Stephen M i I I er AMBA BA In CA dba Assn. Member Benefits & Insurance Agency. Prol i abi l i ty. com Healthcare Professional Liability LIBERTY INSURANCE UNDERWRITERS INC. (A Stock insurance Company, hereinafter the "Company") MEDICAL PROFESSIONAL LIABILITY OCCURRENCE INSURANCE POLICY - INDIVIDUAL THIS IS AN OCCURRENCE POLICY. PLEASE REVIEW THE POLICY CAREFULLY. The Company agrees with the Named Insured, in consideration of the payment of the premium, and in reliance upon the statements in the Declarations and in the Application and subject to the Limit of Liability, exclusions, conditions and other terms of this policy, as follows: I. COVERAGES A. COVERAGE A, PROFESSIONAL LIABILITY COVERAGE The Company will pay on behalf of the Insured all sums which the Insured shall become legally obligated to pay as Damages because of Bodily Injury or Property Damage caused by an Incident or Personal and Advertising Injury offense, to which this insurance applies in the operation of the business or conduct of the profession of the Named Insured as specified in the Declarations; which occurs during the Policy Period. B. COVERAGE B, GENERAL LIABILITY COVERAGE If indicated by a specific premium in the Declarations, the Company will pay on behalf of the Insured all sums which the Insured shall become legally obligated to pay as Damages because of Bodily Injury, Property Damage or Personal and Advertising Injury to which this insurance applies in the operation of the business or conduct of the profession of the Named Insured as specified in the Declarations, caused by an Occurrence during the Policy Period. This coverage specifically includes the following extensions: 1. Contractual Liability: Bodily Injury or Property Damage resulting from any Incidental Contract relating to the operation of the Named Insured's business, except if such injury or damage occurred prior to the execution of the Incidental Contract; 2. Host Liquor Liability: Bodily Injury or Property Damage arising out of the giving or serving of alcoholic beverages at functions incidental to the Named Insured's business; 3. Damage To Premises Rented To You: Property Damage to structures or portions thereof rented to or leased to the Named Insured, including fixtures permanently attached thereto, if such Property Damage arises out of fire. Solely as respects Damage To Premises Rented To You coverage, all of the exclusions of the policy, other than Exclusions 6, 12 and 13 and the Nuclear Energy Liability Exclusion (Broad Form) are deleted; As respects coverage(s) provided by this insurance, the Company shall have the right and duty to defend any Suit against the Insured seeking Damages on account of such Bodily Injury, Property Damage, Personal and Advertising Injury, even if any of the allegations of the Suit are groundless, false or fraudulent, but the Company shall not be obligated to pay any claim or judgment or continue to defend any Suit after the applicable limit of the Company's liability has been exhausted by payment of Damages. The Company, at its option, shall select and assign defense counsel; however, the Named Insured may engage additional counsel, solely at their expense, to associate in the defense of any claim covered hereunder. Claims Expenses incurred by the Company shall be paid in addition to the applicable Limits of Liability. The Company shall also have the right to investigate any claim and/or negotiate the settlement thereof, as it deems expedient, but the Company shall not commit to any settlement without the Named Insured's written consent. If the Named Insured refuses to consent to any settlement recommended in writing by the Company and elects to contest the claim or continue any legal proceedings in connection with such claim, then the Company shall be IICPL-2037i (01/14) Healthcare Professional Liability relieved of any further duty to defend the claim, and the liability of the Company for Damages and Claims Expenses shall not exceed the amount for which the claim could have been settled as well as the Claims Expenses incurred by the Company or with the Company's consent up to the date of such refusal. The Insured shall not admit liability, nor assume any obligations, incur any costs, charges, or expenses or enter into any settlement without the Company's written consent. C. COVERAGE C., SUPPLEMENTAL LIABILITY The Company will pay on behalf of the Insured all sums which the Insured shall become legally obligated to pay as Damages because of Bodily Injury or Property Damage caused by an Occurrence, during the Policy Period arising out of the premises owned by or rented to the Named Insured. The Limits of Liability applicable to Coverage C are part of, and not in addition to the Limits of Liability applicable to COVERAGES A. PROFESSIONAL LIABILITY COVERAGE and B. GENERAL LIABILITY COVERAGE, of the policy. II. PERSONS INSURED Each of the following is an Insured under this policy to the extent set forth below: A. The Named Insured so designated in the Declarations; and B. Any professional serving as a temporary replacement or substitute for the Named Insured, but solely while such person was acting within their duties for, and on behalf of, the Named Insured. During the term of such replacement, the person who is replaced by, or substituted for, shall not be an Insured under this policy, as respects COVERAGES A. and B. III. LIMITS OF LIABILITY Regardless of the number of Coverage Parts that apply, the number of Insureds under this insurance, the number of persons and/or organizations who sustain Bodily Injury, Property Damage, Personal and Advertising Injury, or the number of claims made or Suits brought, the Company's liability is limited as follows: A. The Limit of Liability stated in the Declarations as applicable to "each Incident" or "each Occurrence" is the total limit of the Company's liability for all Damages for "each Incident" and/or "each Occurrence" covered by the policy. All claims arising from the same or related Incident, Occurrence and/or Personal and Advertising Injury offense shall be considered a single claim for the purpose of this insurance and shall be subject to the same Limit of Liability. B. The Limit of Liability stated in the Declarations as "Aggregate" is, subject to the above provisions involving "each Incident" and/or "each Occurrence," the total limit of the Company's liability under this policy for all Damages. IV. POLICY TERRITORY This insurance applies to Bodily Injury, Property Damage, Personal and Advertising Injury which occurs anywhere in the world, provided that claim is made or Suit is brought within the United States of America, its territories or possessions, or Canada. V. SUPPLEMENTARY PAYMENTS The Company will pay, in addition to the applicable Limit of Liability: A. FIRST PARTY ASSAULT: Up to $10,000, for: 1. medical expenses incurred as a result of Bodily Injury to the Insured; and 2. repair or replacement of personal property owned by the Insured; HCPL-2037i (01/14) Healthcare Professional Liability caused by any one Assault by, or at the direction of, a person other than an Insured during the Policy Period, which happens on the Insured's workplace premises, including the ways immediately adjoining such workplace premises, while away from such workplace premises while conducting an authorized work activity, or while travelling to or from such workplace premises. Subject to the foregoing, the total amounts payable under this extension shall not exceed $25,000 for all Assaults which happen during the Policy Period. This coverage does not apply to damage to any mode of transportation used by the Insured to go to and from the Insured' s workplace premises, or damage to any business or personal property owned, leased or rented by any other person or business enterprise while in the Insured' s possession. This coverage applies as excess over any other available insurance covering such loss; B. LICENSING BOARD REIMBURSEMENT: Up to $10,000 for attorney fees, and other costs, expenses or fees resulting from the investigation or defense of all proceedings before any entity responsible for regulating the Insured's professional conduct, arising out of an Incident, incurred as a result of notice or notices of proceedings first received by the Insured during the Policy Period. This payment, however, does not apply to any expenses or fees resulting from criminal proceedings. All such proceedings arising out of the same or related Incident shall be: 1. considered first made during the Policy Period in which the earliest complaint arising out of such same or related Incident was made; and 2. subject to a single limit as stated above. Subject to the foregoing, the total amounts payable under this extension shall not exceed $25,000 for all Incidents of which notice or notices are first received by all Insureds during the Policy Period. C. WAGE LOSS AND EXPENSE: For lost wages, costs and expenses, caused by the Insured's attendance at the Company's request at any trial(s), hearing(s) or arbitration proceedings(s) involving a civil Suit(s) against such Insured for covered Damages the Company will pay up to $500 per Insured per day for the Insured's lost wages, costs and expenses. Regardless of the number of trials, hearings or arbitration proceedings, the amount so payable for any one series of trials, hearings or arbitration proceedings arising out of the same Incident and/or Occurrence shall not exceed $10,000. The maximum amount the Company will pay for all Incidents and/or Occurrences during the Policy Period shall not exceed $25,000. D. DEPOSITION EXPENSE: Up to $10,000, for all reasonable fees, costs and expenses necessary to represent the Insured at all depositions, which the Insured is required to attend, arising out of the profession indicated in the Declarations, of which notice or notices of required attendance are first received by the Insured during the Policy Period. This payment does not apply to any deposition where the Insured is acting as a paid expert. E. FIRST AID REIMBURSEMENT: Up to $10,000, for all medical related expenses for which the Insured has voluntarily made payment or incurred, for first aid rendered to others because of any Bodily Injury covered by this policy. For purposes of this Supplementary Payment, first aid is the provision of initial care for an illness or injury until definitive medical treatment can be accessed. This provision does not apply to Bodily Injury- to any person defined as an Insured in this policy. 15 HCPL-2037i (01/14) Healthcare Professional Liability F. MEDICAL PAYMENTS: The Company will pay, in addition to the applicable Limit of Liability, up to $5,000 per person, to or for each person who sustains Bodily Injury caused by an Occurrence during the Policy Period: 1. while on the premises owned by or rented to the Insured with the permission of the Insured; or 2. while elsewhere if such Bodily Injury: a. arises out of the premises owned by or rented to the Insured or a condition in the ways immediately adjoining; or b. is caused by the activities of the Insured; or c. is caused by the activities of, or is sustained by, a residence employee while engaged in activities as a lawful employee of the Insured; the reasonable expense of necessary medical, surgical, ambulance, hospital, professional nursing and funeral services, all incurred within four (4) years from the date of Occurrence. Subject to the foregoing, the total amounts payable under this extension shall not exceed $100,000 for all persons who sustain Bodily Injury. G. DAMAGE TO PROPERTY OF OTHERS: The Company will pay, in addition to the applicable Limit of Liability, up to $10,000 for all damage to the property of others that is caused by the Insured during the Policy Period. The Company will not pay for damage to the property of others if such damage arises out of 1. any act or omission with regard to any premises, other than your residence premises, which is owned, rented or controlled by an Insured; or 2. the Insured's ownership, use, care, or entrustment to others of an Automobile, Mobile Equipment, watercraft or aircraft. Within sixty (60) days from the date of loss, the Insured must submit a sworn statement of such loss to the Company. The Insured must also exhibit the damaged property if such property is in the Insured's possession and/or control. Subject to the foregoing, the total amounts payable under this extension shall not exceed $10,000 during the Policy Period. Solely as respects Supplementary Payments F and G, exclusions 3, 4, 5, 14, 15 and 16 do not apply. VI. EXCLUSIONS This insurance does not apply: 1. with respect to Personal and Advertising Injury: a. to any Insured in the business of advertising, broadcasting, publishing or telecasting; or b. to any injury arising out of any act committed by any Insured with actual malice; 2. to Personal and Advertising Injury arising out of a. failure of performance of contract, but this exclusion does not apply to the unauthorized appropriation of ideas based upon alleged breach of implied contract; or HCPL-2037i (01/14) Healthcare Professional Liability b. infringement of trademark, service mark or trade name, other than titles or slogans, by use thereof on or in connection with goods, products or services sold, offered for sale or advertised; or c. incorrect description or mistake in advertised price of goods, products or services sold, offered for sale or advertised; 3. to any obligation for which the Insured, or any carrier as his/her insurer, may be held liable tinder any workers' compensation, unemployment compensation or disability benefits law, or under any similar law; 4. to Bodily Injury or Personal Injury to any employee of the Insured arising out of and in the course of his/her employment by the Insured or to any obligation of the Insured to indemnify another because of Damages arising out of such injury; 5. to Bodily Injury or Property Damage arising out of the ownership, maintenance, operation, use, loading or unloading of: a. any watercraft owned or operated by or rented or loaned to any Insured; or b. any other watercraft operated by any person in the course of his/her employment by any Insured. c. This exclusion does not apply to any watercraft under 26 feet in length provided such watercraft is neither owned by the Named Insured nor being used to carry persons or property fora charge. Irrespective of this coverage, where the Insured is covered or protected by other insurance against any loss or claim which would otherwise have been paid by the Company under this policy there shall be no contribution or participation by this Company on the basis of excess, contributing, deficiency, concurrent, or double insurance or otherwise; 6. to any claim, action, judgement, liability, settlement, loss, defense, cost or expense in any way arising out of actual, alleged or threatened pollution, contamination or any environmental impairment resulting from seepage, discharge, dispersal, release or escape of any solid, liquid, gaseous or radioactive matter including, but not limited to, smoke, vapors, soots, fumes, acids, alkalis, chemicals or toxic matter; or waste material (including materials to be recycled, reconditioned or reclaimed); or oil or other petroleum substances or derivatives (including oil refuse or oil mixed with waste), or thermal or vibratory effect including, but not limited to, sound or noise, heat or cold, into or upon land, the atmosphere or any water course or body of water, underground water or water table supplies, whether such results directly, indirectly or in concurrence or in any sequence from the Insured's activities or the activities of others and whether or not such is sudden, gradual, accidental, untended, foreseeable, expected, fortuitous or inevitable and wherever or however such occurs. But this exclusion shall not apply to Bodily Injury or Property Damage caused by heat, smoke or fumes from a Hostile Fire unless such fire involves: a. materials which are or were at any time used for the handling, storage, disposal, processing or treatment of waste; or b. any premises, site or location: i. which is or was at any time used for handling, storage, disposal, processing or treatment of waste; or ii. on which any Insured or contractors or subcontractors working directly or indirectly on any Insured's behalf are performing operations to test for, monitor, cleanup, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, pollutants; 7. to Bodily 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; 8. to Bodily Injury or Property Damage for which the Insured or the Insured's undemnitee may be liable: a. as a person or organization engaged in the business of manufacturing, distributing, selling or serving alcoholic beverages; or HCPL-2037i (01/14) Healthcare Professional Liability 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, including the selling, serving or giving of any alcoholic beverage to a minor; 9. to Property Damage included within: a. the Explosion Hazard; b. the Collapse Hazard; c. the Underground Property Damage Hazard; 10. to any dishonest, fraudulent, criminal or malicious act or omission of any Insured; 11. to any claim made by an employer against an Insured if the Insured is a salaried employee of such employer; 12. to acts or omissions by any Insured expected or intended to cause Bodily Injury or Property Damage regardless or whether or not such act or omission was intended to cause the specific Bodily Injury or Property Damage sustained. This exclusion shall not apply to any intentional act by or at the direction of the Insured which results in Bodily Injury, if such Bodily Injury arises solely from the use of reasonable force for the purpose of protecting persons or property; 13. to liability assumed by any Insured under any contract or agreement except to the extent: a. the Named Insured would be liable in the absence of such contract or agreement, including liability assumed by the Named Insured under a contract or agreement with a Health Maintenance Organization, Preferred Provider Organization, Independent Practice Association, or any other similar organization; b. the contract or agreement is an Incidental Contract and COVERAGE B, GENERAL LIABILITY COVERAGE has been purchased; 14. to Bodily Injury or Property Damage arising out of the ownership, maintenance, operation, use, loading or unloading of: a. any Automobile or aircraft owned or operated by or rented or loaned to any Insured; or b. any other Automobile or aircraft operated by any person in the course of his or her employment by any Insured; but this exclusion does not apply to the parking of an Automobile on premises owned by, rented to or controlled by the Named Insured or the ways immediately adjoining, if such Automobile is not owned by or rented or loaned to any Insured; 15. to Bodily Injury or Property Damage arising out of a. the ownership, maintenance, operation, use, loading or unloading of any Mobile Equipment while being used in any prearranged or organized raring, speed or demolition contest or in any stunting activity or in practice or preparation for any such contest or activity; or b. the operation or use of any snowmobile or trailer designed for use therewith; 16. to Bodily Injury or Property Damage arising out of and in the course of the transportation of Mobile Equipment by an Automobile owned or operated by or rented or loaned to any Insured; 17. to Property Damage to: a. property owned, rented or occupied by, tie Named Insured; or b. personal property in the care, custody or control of the Insured; 16. to Property Damage to premises alienated by the Named Insured arising out of such premises or any part thereof; 19. to loss of use of tangible property which has fiat been physically injured or destroyed resulting from: HCPL-20371 (01/14) Healthcare Professional Liability a. a delay in or lack of performance by or on behalf of the Named Insured or any contract or agreement; or b. the failure of the Named Insured's Products or work performed by or on behalf of the Named Insured to meet with the level of performance, quality, fitness or durability warranted or represented by the Named Insured; but this exclusion does not apply to loss of use of other tangible property resulting from the sudden and accidental physical injury to or destruction of the Named Insured's Product or work performed by or on behalf of the Named Insured after such products or work have been put to use by any person or organization other than an Insured; 20. to Property Damage to the Named Insured's Products arising out of the use of such products or any part of such products; to claims brought for the withdrawal, inspection, repair, replacement, or loss of use of the Named Insured's Products or work completed by or for the Named Insured or any property of which such products or work forma part, if such products, work or property are withdrawn from the market or from use because of any known or suspected defect or deficiency therein; 22. to claims brought against any Insured as a proprietor, owner, partner, manager, superintendent, or officer of any hospital, sanitarium, medical clinic, health maintenance organization, managed care facility, foster care agency, adoption agency or any other facility not specified in the Declarations or any endorsement thereto; 23. to claims arising out of the services performed by any Insured as a physician, surgeon, dentist, nurse midwife, chiropractor, podiatrist, osteopath, psychiatrist, cytotechnologist, or perfusionist, except for services performed as an optometric physician, or to claims brought against the Insured arising out of any trade, business, employment, profession or occupation other than as specified in the Declarations or any endorsement thereto; 24. to claims based on or arising out of the practice of the Named Insured's business or professional occupation as stated in the Declarations unless the Insured is properly licensed or certified by the laws of the state(s) in which the Insured practices or conducts business or is otherwise qualified to practice the Named Insured's business or professional occupation in the absence of such law; 25. to claims based on or arising out of services provided by any Insured, to the extent such services are not authorized or permitted by the laws of the state(s) in which such Insured practices or conducts business; 26. to any claims based on or arising out of any act or omission by an Insured with respect to hiring, termination, harassment, compensation, or the tenure, term, condition, benefits or privilege of employment of any such person; 21. 27. to any claims made or Suits brought against any Insured alleging in whole or part: a. physical assault, abuse, molestation, or habitual neglect, or licentious, immoral, amoral or other behavior that tits committed or alleged to have been committed, by the Insured or by any person for whom the Insured is legally responsible; and/or b. sexual assault, abuse, or 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. 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 sexual and/or physical 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 sexual abuse and/or physical abuse, failure to prevent assault and battery, failure to discharge the employee. HCPL-20371 (01/14) Healthcare Professional Liability However, notwithstanding the foregoing exclusion, the Insured shall be entitled to a defense as provided under the terms of the policy as to any claim upon which Suit is brought for any such alleged behavior, unless a judgment or final adjudication adverse to any Insured or an admission by any Insured, shall establish that such behavior caused, in whole or part, the injury claimed in such claim or Suit. The Company shall not be required to appeal a judgment or final adjudication adverse to the Insured. This duty to defend will not apply to claims brought alleging conduct specified in Exclusion 26, above; 28. to Bodily Injury and Property Damage included within the Products Hazard or Completed Operations Hazard; 29. A Personal and Advertising Injury arising out of: a. the willful violation of a penal statute or ordinance committed by or with the knowledge or consent of the Insured; b. a publication or utterance of a libel or slander, or a publication or utterance in violation of an individual's right of privacy if the first injurious publication or utterance of the same or similar material by or on behalf of the Named Insured was made prior to the effective date of this insurance; c. libel or slander or the publication or utterance of defamatory or disparaging material concerning any person or organization or goods, products or services, or in violation of A individual's right of privacy, made by or at the direction of the Insured with knowledge of falsity thereof; 30. to any claim brought by, or on behalf of, any Insured under this policy against any other Insured under this policy, except if such claim results from services rendered in a patient or client relationship; VII. DEFINITIONS When used in this policy (including endorsements forming a part hereof): "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: A. Notices that are published include material placed on the Internet or on similar electronic means of communication; and B. Regarding web -sites, only that part of a web -site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement; "Assault" means any willful attempt or threat to inflict injury upon the person of another, when coupled with an apparent present ability to do so, and any intentional display of force such as would give the victim reason to fear or expect immediate bodily harm; "Automobile" means any land motor vehicle, tractor, trailer or semi -trailer designed for travel on public roads (including any machinery or apparatus attached thereto), but does not include Mobile Equipment; "Bodily Injury" means bodily injury, sickness or disease, mental anguish, psychological injury or emotional distress sustained by any person which occurs during the Policy Period including death at any time resulting therefrom; "Case Management" means any or all of the following: A. Identifying high risk/high cost patients; B. Assessing opportunities to coordinate care; C. Assessing and coordinating treatment options and services; D. Developing treatment plans to improve quality and efficiency in the delivery of care; and E. Managing a patient's total care to ensure optimal outcomes; and may include Utilization Review. "Claims Expenses" means: HCPI.-2037i (01/14) Healthcare Professional Liability A. fees charged by an attorney(s) and/or independent adjustor(s) designated by the Company and all other fees, costs and expenses resulting from the investigation, adjustment, defense and appeal of a claim, Suit or proceedings arising in connection therewith, if incurred by the Company, or by the Insured with written consent of the Company, but does not include salary charges or expenses of regular employees or officials of the Company; B. all costs taxed against the Insured in such Suits and all interest on the entire amount of any judgment therein which accrues after entry of the judgement and before the Company has paid, tendered or deposited, whether in court or otherwise, the part of the judgement which does not exceed the limit of the Company's liability; C. premiums on appeal bonds and premiums on bonds to release attachments in such Suits, but not for bond amounts in excess of the applicable Limit of Liability of this policy, but the Company shall have no obligation to apply for or furnish any- such bond; "Collapse Hazard" includes "Structural Property Damage" as defined herein and Property Damage to any other property at any time resulting therefrom. "Structural Property Damage" means the collapse of or structural injury to any building or structure due to: A. grading of land, excavating, burrowing, filling, back -filling, tunneling, pile driving, cofferdam work or caisson work; or B. moving, shoring, underpinning, razing or demolition of any building or structure or removal or rebuilding of any structural support thereof. The Collapse Hazard does not include Property Damage: \. arising out of operations performed for the Named Insured by independent contractors; or B. included within the Completed Operations Hazard or the Underground Property Damage Hazard; or C. for which liability is assumed by the Insured under an Incidental Contract; "Completed Operations Hazard" includes Bodily Injury and Property Damage arising out of operations or reliance upon a representation or warranty made at any time with respect thereto, but only if the Bodily Injury or Property Damage occurs after such operations have been completed or abandoned and occurs away from premises owned by or rented to the Named Insured. "Operations" includes materials, parts or equipment furnished in connection therewith. Operations shall be deemed completed at the earliest of the following times: A. when all operations to be performed by or on behalf of the Named Insured under the contract have been completed; or B. when all operations to be performed by or on behalf of the Named Insured at the site of the operations have been completed; or C. when the portion of the work of which the Bodily Injury or Property Damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations fora principal as part of the same project. Operations which may require further service, maintenance work, correction, repair or replacement because of any defect or deficiency, but which are otherwise complete, shall be deemed completed. The Completed Operations Hazard does not include Bodily Injury or Property Damage arising out of: A. operations in connection with the transportation of property, unless the Bodily Injury or Property Damage arises out of a condition in or on a vehicle created by the loading or unloading thereof; or B. the existence of tools, installed equipment or abandoned or unused material; or C. operations for which the classification stated in the policy or in the Company's manual specifies "including completed operations"; HCPL-2037i (01/14) Healthcare Professional Liability "Damages" means compensatory judgments, settlements or awards but does not include punitive or exemplary Damages, fines or penalties, the return of fees or other consideration paid to the Insured, or the portion of any award or judgment caused by the multiplication of acual Damages under federal or state law. However, if a Suit is brought against the Insured with respect to a claim for alleged acts or omissions falling within the scope of coverage afforded by this insurance seeking both compensatory and punitive or exemplary Damages, then the Company will afford a defense to such action, without liability however, for payment of such punitive or exemplary Damages; "Explosion Hazard" includes Property Damage arising out of blasting or explosion. The Explosion Hazard does not include Property Damage: A. arising out of the explosion of air or steam vessels, piping under pressure, prime movers, machinery or power transmitting equipment; or B. arising out of operations performed for the Named Insured by independent contractors; or C. included within the Completed Operations Hazard or the Underground Property Damage Hazard; or D. for which liability is assumed by the Insured under an Incidental Contract; "Hostile Fire" means one which becomes uncontrollable or breaks out from where it was intended to be; "Incident" means any act or omission: A. in the rendering of or failure to render services by the Insured, or by any person for whom the Insured is legally responsible; including but not limited to services as a Good Samaritan or case management or utilization review services; or B. in the performance of services by the Insured as a member of a formal accreditation, ethics, peer review, licensing board, standards review or similar professional board or committee of a professional organization; in the conduct of the business or professional occupation specified in the Declarations. Any such act or omission together with all related acts or omissions shall be considered one Incident and be subject to the same Limit of Liability; "Incidental Contract" means any oral or written contract or agreement relating to the operation of the Named Insured's business, except as respects Damage To Premises Rented To You; "Insured" means any person qualifying as an Insured in Section II, PERSONS INSURED; "Mobile Equipment" means a land vehicle (including any machinery or apparatus attached thereto), whether or not self-propelled: A. not subject to motor vehicle registration; or B. maintained for use exclusively on premises owned by or rented to the Named Insured, including the ways immediately adjoining; or C. designed for use principally off public roads; or D. designed or maintained for the sole purpose of affording mobility to equipment of the following types forming an integral part of or permanently attached to such vehicle: power cranes, shovels, loaders, diggers and drills; concrete mixers (other than the mix -in -transit type); graders, scrapers, rollers and other road construction or repair equipment; air -compressors, pumps and generators, including spraying, welding and building cleaning equipment; and geophysical exploration and well servicing equipment; "Named Insured" means the person named in Item 1 of the Declarations of this policy; "Named Insured's Products" means goods or products manufactured by the Named Insured or by others trading under the name of the Named Insured, including any container thereof; HCPL 2037i (01/14) Healthcare Professional Liability "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general conditions, which results in Bodily Injury- or Property Damage, neither expected nor intended from the standpoint of any Insured or Advertising Injury; "Personal and advertising injury" means injury, including consequential bodily injury, arising out of one or more of the following offenses: A. False arrest, detention or imprisonment; B. Malicious prosecution; C. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; D. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; E. Oral or written publication, in any manner, of material that violates a person's right of privacy; F. The use of another's advertising idea in the Named Insured's advertisement; or G. Infringing upon another's copyright, trade dress or slogan in the Named Insured's advertisement; "Policy Period" means, whenever used in this policy, the period from the inception date of this policy to the policy expiration date as set forth in the Declarations or its earlier termination date, if any; "Products Hazard" includes Bodily Injury and Property Damage arising out of the Named Insured's Products or reliance upon a representation or warranty made at any time with respect thereto, but only if the Bodily Injury or Property Damage occurs away from the premises owned by or rented to the Named Insured and after physical possession of such products has been relinquished to others. Equipment specifically designed, made or altered by the Insured fora patient or client in the performance of the Insured's profession or operation of business, shall not be included in the "Products Hazard"; "Property Damage" means: A. physical injury to or destruction of tangible property which occurs during the Policy Period, including the loss of use thereof at any time resulting therefrom; or B. loss of use of tangible property which has not been physically injured or destroyed provided such loss of use is caused by an Occurrence during the Policy Period; or C. economic loss, whether or not resulting from physical injury or damage to person or property, except if such loss was caused, or alleged to have been caused, in whole or part, by anti-trust, breach of contract, price-fixing, restraint of trade or unfair business practices by any Insured; "Suit" includes lawsuit and/or arbitration proceedings to which the Insured is required to submit to or to which the Insured has submitted with the Company's consent; "Underground Property Damage Hazard" includes Underground Property Damage as defined herein and Property Damage to any other property at any time resulting therefrom. "Underground Property Damage' means Property Damage to wires, conduits, pipes, mains, sewers, tanks, tunnels, any similar property, and any apparatus in connection therewith, beneath the surface of the ground or water, caused by and occurring during the use of mechanical equipment for the purpose of grading land, paving, excavating, drilling, burrowing, filling, back -filling or pile driving. The Underground Property Damage Hazard does not include Property Damage: A. arising out of operations performed for the Named Insured by independent contractors; or B. included within the Completed Operations Hazard; or C. of which liability is assumed by the Insured under an Incidental Contract. "Utilization Review" means: 15 HCPL-20371 (01/14) Healthcare Professional Liability A. evaluations and resultant recommendations concerning professional practice patterns of others for controlling the cost of delivery of patient care; B. determinations and/or recommendations regarding healthcare services to be provided by others to any participant in any healthcare insurance plan; or C. determination or consultation in the determination of benefits paid by others to any participant in a healthcare insurance plan. VIII. CONDITIONS A. LEGAL ACTION AGAINST THE COMPANY A person or organization may bring Suit against the Company including, but not limited to, a Suit to recover on an agreed settlement or on a final judgement against an Insured; but the Company will not be liable for Damages that are not payable under the terms of this policy or that are in excess of the applicable limit of insurance. An agreed settlement means a setdement and release of liability signed by the Company, the Insured and the claimant or the claimant's legal representative. However, no action by an Insured shall lie against the Company unless there has been full compliance with all of the terms of this policy. B. ASSIGNMENT Assignment of interest under this policy shall not bind the Company until its consent is endorsed herein; if, however, the Named Insured shall die, such insurance as afforded by this policy shall apply (1) to the Named Insured's legal representative as the Named Insured, but only while acting within the scope of his/her duties as such, and (2) with respect to the property of the Named Insured, to the person having proper temporary custody thereof, as Insured, but only until the appointment and qualification of the legal representative. C. ASSISTANCE AND COOPERATION OF INSURED The Insured shall give written notice to the Company as soon as practicable of any claim made against the Insured or of any specific circumstances involving a particular person likely to result in a claim. The notice shall identify the Insured and contain reasonably obtainable information with respect to the time, place and circumstances of the injury, including the names and addresses of the injured and of available witnesses and the extent of the type of claim anticipated. If a claim is made or Suit is brought against the Insured, the Insured shall immediately forward to the Company every demand, notice, summons or other process received by the Insured or the Insured's representative. The Insured shall cooperate with the Company and, upon the Company's request, assist in making settlements, in the conduct of Suits and enforcing any right of contribution or indemnity against any person or organization who may be liable to the Insured because of injury or Damage with respect to which this insurance is afforded under this policy; and 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 the Insured's own cost, voluntarily make any payments, assume any obligations or incur any expense. D. BANKRUPTCY OR INSOLVENCY Bankruptcy or insolvency of the Insured or of the Insured's estate shall not relieve the Company of any of its obligations hereunder. E. CANCELLATION AND NONRENEWAL 1. CANCELLATION This insurance may be canceled on the customary short -rate basis by the Named Insured at any time by written notice or by surrender of this insurance to the Company or its authorized representative and the Company- shall refund the paid premium less the earned portion thereof within thirty (30) days of the latter HCPL-2037i (01/14) Healthcare Professional Liability of the effective date of cancellation or the date of delivery of the Insured's notice of intent to cancel, subject always to the retention by the Company of any minimum premium stipulated herein (or proportion thereof previously agreed upon). The earned portion of the premium shall be computed on the customary short -rate basis unless any state law or regulation of the state shown in the mailing address of the Named Insured in the Declarations requires that return premium be computed on a pro -rata basis, even in the event of cancellation by the Named Insured. This insurance may also be canceled, with or without the return or tender of the unearned premium, by the Company or by its authorized representative on its behalf, by sending to the Named Insured, by first- class registered or certified mail, at the Named Insured's address last known to the Company or its authorized agent, not less than ninety (90) days written notice stating the specific reason for such cancellation and when the cancellation shall be effective. In such case, the Company shall refund the paid premium less the earned portion thereof within ten (10) business days after the effective date of cancellation, subject always to the retention by the Company of any minimum premium stipulated herein (or proportion thereof previously agreed upon) in the event of cancellation either by the Company or the Named Insured. In case of nonpayment of premium, only thirty (30) days written notice of cancellation must be given by the Company. 'Minimum premium shall not apply to the return of unearned premium if cancellation is by the Company. Cancellation by the Company shall only be effective if based on one or more of the following reasons: a. nonpayment of premium; b. the policy was obtained through material misrepresentation that was relied on by the Company, and such policy would not have been issued by the Company under the same terms and conditions if correct information had been disclosed; c. material failure to comply with any policy term, condition or contractual duty; d. the risk originally accepted has measurably increased; or e. loss by the Company of reinsurance which provided coverage for all or a substantial part of the risk insured. 2. NONRENEWAL The Company will renew this policy unless written notice of the Company's intent not to renew, stating the specific reasons for nonrenewal, is mailed to the Named Insured not less than ninety (90) days before the policy expires. "Nonrenewal" shall include the failure of the Company to offer a renewal policy which provides types and limits of coverage substantially equivalent to those contained in the expiring policy. 3. liLSILING OF NOTICE Any notice of cancellation or nonrenewal will be mailed by first-class registered or certified mail to the Named Insured at the last mailing address known to the Company. Proof of mailing will be sufficient proof of notice. F. CHANGES The terms of this policy shall not be waived or changed, except by endorsement issued to form a part of this policy. G. DECLARATIONS By acceptance of this policy, the Insured agrees that the statements in the Declarations are the Insured's 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 Insured and the Company or any of its agents relating to this insurance. H. OTHER INSURANCE 15 HCPL-20371(01/14) Healthcare Professional Liability 1. If there is other valid insurance (whether primary, excess, contingent or self-insurance) which may apply against a loss or claim covered by this policy, the insurance provided hereunder shall be deemed excess insurance over and above the applicable limit of all other insurance or self-insurance. When this insurance is excess, the Company shall have no duty under this policy to defend any claim or Suit that any other insurer or self -insurer has a duty to defend. If such other insurer or self -insurer refuses to defend such claim or Suit, the Company shall be entitled to the Insured's rights against all such other insurers or self -insurers for any Claims Expenses incurred by the Company. 2. Except as provided in paragraph 3. below, when both this insurance and other insurance or self-insurance apply to the loss on the same basis, whether primary, excess or contingent, the Company shall not be liable under this policy fora greater proportion of the loss or defense costs than the applicable Limit of Liability under this policy for such loss bears to the total applicable limit of liability of all valid and collectible insurance against such loss. Subject to the foregoing, if a loss occurs involving two or more policies, each of which provides that its insurance shall be excess, each will contribute pro -rata. 3. With respect to coverages afforded under Coverage C., Supplemental Liability, and Supplementtty Payments F and G, this policy shall apply as excess above the Insured's Homeowner's or Renter's Liability Policy, if applicable, and, if applicable, any Personal Umbrella Liability specifically stated to apply as excess above such Homeowner's or Renter's Liability Policy, regardless of how such policy(ies) is(are) characterized as applying in the event of other applicable insurance. To the extent applicable under any such Homeowner's or Renter's policy, Exclusions 3, 4 5, 14, 15, and 16 are modified in accordance with such policy's terms, conditions and exclusions. I. REIMBURSEMENT While the Company has no duty to do so, if the Company pays Damages or Claims Expenses: a. within the amotuit of the applicable Deductible; b. in excess of the applicable Limit of Liability, all Insureds shall be jointly and severally liable to the Company for such amounts. Upon written demand, the Insured shall repay such amounts to the Company within thirty (30) days thereof. Failure to pay any amount indicated may lead to policy cancellation. J. SUBROGATION To the extent of any payment under this policy, the Company shall be subrogated to all the Insured's rights of recovery therefore against any person, organization or entity 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 any loss to prejudice such rights. K. PREMIUM All premiums for this policy shall be computed in accordance with the Company's rules, rates, rating plans, premiums and minimum premiums applicable to the insurance afforded herein. Premium designated in this policy is a deposit premium only which shall be credited to the amount of the earned premium due at the end of the Policy Period. At the close of each period (or part thereof terminating with the end of the Policy Period) designated in the Declarations as the audit period the earned premium shall be computed for such period, and upon notice thereof to the Named Insured, shall become due and payable. If the total earned premium for the Policy Period is less than the premium previously paid, the Company shall return to the Named Insured the unearned portion paid by the Named Insured. The Named Insured shall maintain records of such information as is necessary for premium computation, and shall send copies of such records to the Company at the end of the Policy Period and at such times during the Policy Period as the Company may direct. L. INSPECTION AND AUDIT HCPL-2037i (01/14) Healthcare Professional Liability The Company shall be permitted but not obligated to inspect the Named Insured's property and operations at any time. Neither the Company's rights to make inspections, nor the making thereof, nor any report thereon shall constitute an undertaking, on behalf of or for the benefit of the Named Insured or others, to determine or warrant that such property or operations are safe or healthful, or are in compliance with any law, rule or regulation. The Company may examine and audit the Named Insured's books and records at any time during the Policy Period and extensions thereof and within three years after the final termination of this policy as far as they relate to the subject matter of this insurance. M. AUTHORIZATION The first Named Insured listed in the Declarations or in any amendment thereto, agrees to act on behalf of all other Insureds with respect to the giving and receiving of all notices to the Company as may be required by the terms of this policy and in the receiving of any return premiums that may become due hereunder. All Insureds agree that the first Named Insured listed in the Declarations or in any amendment thereto, is hereby designated to so act on their behalf. N. LIBERALIZATION If the Company adopts a revision, at any time during the Policy Period, which would broaden the coverage under this policy without additional premium, the broadened coverage will immediately apply to this policy. IN WITNESS WHEREOF, the Company has caused this policy to be signed by its President and Secretary. PRESIDENT Christopher L. Peirce VICE PRESIDENT and SECRETARY Mark C. Touhey HCPL-2037i (01/14) Li berg ternatinna tincicrwritct Healthcare Professional Liability LIBERTY INSURANCE UNDERWRITERS INC. (A Stack Insurance Company, hereinafter the "Company') ENDORSEMENT NO. [ 1 Effective Date: 02/01/2024 Policy Number: AHY-1172960101 Issued To: Cassandra 1 Sanchez Return Premium ❑ Additional Premium ❑ Information Privacy Aggregate Limit of Liability SCHEDULE $25,000 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INFORMATION PRIVACY SUPPLEMENTARY PAYMENT ENDORSEMENT HIPAA FINES AND PENALTIES AND NOTIFICATION COSTS In consideration of the premium charged, it is hereby understood and agreed that this endorsement amends the following: I. The following is added to the SUPPI.F,MF,NTARY PAYMENTS section: I IEALTI I INFORMATION PRIVACY AND NOTIFICATION COSTS Subject to the Information Privacy Aggregate Limit of -Liability shown in the Schedule above, the Company will: 1. pay HIPAA Fines and Penalties pursuant to the I Iealth Insurance Portability and Accountability Act ("I IIPAA"), which the Insured becomes legally obligated to pay arising from a HIPAA Proceeding with respect to the management and transmission of Confidential Health Information; 2. reimburse the insured for notification costs related to the disclosure of Confidential Personal Information provided that the insured obtain the Company's prior approval before incurring such costs; and 3. pay Claims Expenses related to 1. and 2. above. II. With respect to the coverage provided by this endorsement, the following are added to the DEFINITIONS section of the policy: Confidential Health Information means information pertaining to a patient or a client that has been received or created by the Insured or provided by the Insured to another, subject to protection pursuant to I IIPAA, including, but not limited to, an individual's health information, healthcare treatment information and the fact that the such individual has been treated by any provider. Confidential Personal Information means information not available to the general public from which an individual may be identified, including, without limitation, an individual's name, address, telephone number, social security number, account relationship, account number(s), account balance(s) and account history(ies). HCPL-8101A (04/14) Liberty internati�xut ter - Healthcare Professional Liability HIPAA Fines and Penalties means fines and penalties for failure to comply with the requirements and standards of IIIPAA, including fines and penalties imposed by the Department of Health and Human Services or its designees. IIIPAA fines and penalties do not include fines and penalties imposed fora knowing wrongful disclosure of individually identifiable health information. HIPAA Proceeding means an administrative proceeding, including a complaint, investigation or hearing instituted against the Insured by the Department of Health and Human Services or its designee alleging a violation of responsibilities or duties imposed upon the Insured under IIIPAA or any rules or regulations promulgated thereunder, with respect to the management of confidential health information, but solely to the extent that: 1. such proceeding is commenced during the policy period; and 2. reported to the Insured within sixty (60) days after the Insured receive notice of such proceeding. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. 5 2 HCPL-8101A (04/14) Liberty lretrrn�teonai Healthcare Professional Liability LIBERTY INSURANCE UNDERWRITERS INC. (A Stock Insurance Company, hereinafter the "Company") ENDORSEMENT NO. [ 1 Effective Date: 02/01/2024 Policy Number: AHY-1172960101 Issued To: Cassandra 1 Sanchez THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT BROAD FORM It is agreed that: I. The policy does not apply: A. Under any Liability Coverage, to Bodily Injury or Property Damage: (1) with respect to which an Insured under the policy is also an Insured under a Nuclear Energy Liability Policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an Insured under any such policy but for its termination upon the exhaustion of its Limit of Liability; or (2) resulting from the Hazardous Properties of Nuclear Material and with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law mandatory thereof, or (h) the Insured is, or had this policy not been issued would be entitled to indemnity from the United States of America or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. B. Under any Medical Payments Coverage, or under any Supplementary Payments or Claims Expenses provision relating to first aid, to expenses incurred with respect Bodily Injury resulting from the Hazardous Properties of Nuclear Material and arising out of the operation of a Nuclear Facility by any person or organization. C. Under any Liability Coverage, to Bodily Injury or Property Damage resulting from the Hazardous Properties of Nuclear Material; if (1) the Nuclear Material: (a) is at any Nuclear Facility owned by, or operated by or operated on behalf of, any Insured or (b) has been discharged or dispersed therefrom; (2) the Nuclear Material is contained in Spent Fuel or Waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an Insured; or IICPL-2038 (Ed. 11/09) liberty Tratern psi nn.�i Healthcare Professional Liability (3) the Bodily Injury or Property Damage arises out of the furnishing by an Insured of services, materials, parts or equipment in connection with the planting, construction, maintenance, operation or use of any Nuclear Facility, but if such facility is located within the United States of America, its territories or possession or Canada, this exclusion (3) applies only to Property Damage to such Nuclear Facility and any property thereof. II. As used in this endorsement: "Hazardous Properties" include radioactive, toxic or explosive properties; "Nuclear Material" means Source Material, Special Nuclear Material or By-product Material; "Source Material" "Special Nuclear Material" and "By-product Material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "Spent Fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a Nuclear Reactor; "Waste" means any waste material: (a) containing By-product Material other than the tailings or Wastes produced by the extraction or concentration of uranium or thorium from any ore processed primary for its source material content; and (b) resulting from the operation by any person or organization of any Nuclear Facility included under the first two paragraphs of the definition of Nuclear Facility; "Nuclear Facility" means: (a) any Nuclear Reactor; (b) any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing Spent Fuel, or (3) handling, processing or packaging Waste; (c) any equipment or device used for the processing, fabricating or alloying of Special Nuclear Material if at any time the total amount of such material in the custody of the Insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) any structure, basis, excavation, premises or place prepared or used for the storage of disposal of Waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "Nuclear Reactor" means any apparatus designed or used to sustain nuclear fission in self-supporting chain reaction or to contains critical mass of fissionable material; "Property Damage" includes all forms of radioactive contamination of property. HCPL-2038 (Ed. 11/09) Liberty_ Healthcare Professional Liability New York - It is agreed that the provisions of the "Nuclear Energy Liability Exclusion Endorsement -Board Form" printed above, do not apply in New York with respect to any Non -Owned Auto Liability Coverage afforded by this policy. ALL OTHER TERMS AND CONDITIONS OF THE POLICY RESSL1IN UNCHANGED. HCPL-2038 (Ed. 11 /09) Liberty Healthcare Professional Liability LIBERTY INSURANCE UNDERWRITERS, INC. (A Stock Tnsurance Company, hereinafter the "Company") THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COLORADO AMENDATORY ENDORSEMENT In consideration of the premium paid, it is hereby agreed and understood that Paragraph 1. of Part VIII.E., CONDITIONS, of the above referenced policy is hereby deleted in its entirety and replaced with the following: 1. CANCELLATION This insurance may be cancelled on the customary short -rate basis by the Named Insured at any time by written notice or by surrender of this policy to the Company or its authorized representative and the Company shall refund the paid premium less the earned portion thereof within thirty (30) days of the latter of the effective date of cancellation or the date of delivery of the Insured's notice of intent to cancel, subject always to the retention by the Company of any minimum premium stipulated herein (or proportion thereof previously agreed upon). The earned portion of the premium shall be computed on the customary short -rate basis unless any state law or regulation of the state shown in the mailing address of the Named Insured in the Declarations requires that return premium be computed on a pro -rata basis, even in the event of cancellation by the Named Insured. This insurance may also be cancelled, with or without the return or tender of the unearned premium, by the Company or by its authorized representative on its behalf, by sending to the Named Insured, by first-class registered or certified mail, at the Named Insured's address last known to the Company or its authorized agent, not less than ninety (90) days written notice stating the specific reason for such cancellation and when the cancellation shall be effective. In such case, the Company shall refund the paid premium less the earned portion thereof within ten (10) business days after the effective date of cancellation, subject always to the retention by the Company of any minimum premium stipulated herein (or proportion thereof previously agreed upon) in the event of cancellation either by the Company or the Named Insured. In case of nonpayment of premium, only thirty (30) days written notice of cancellation must be given by the Company. Minimum premium shall not apply to the return of unearned premium if cancellation is by the Company. If the policy has been in effect for less than sixty (60) and is not a renewal of a policy issued by the Company, the policy may be cancelled by the Company for any reason. If the policy has been in effect for sixty (60) days or more or is a renewal of a policy issued by the Company, cancellation by the Company shall only be effective if based on one or more of the following reasons: a. nonpayment of premium; b. any false statement knowingly made by any Insured on the application for this policy; or c. any substantial change in the exposure or risk other than that indicated in the application and underwritten as of the effective date of this policy unless any Insured has notified the Company of the change and the Company accepts such change. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. HCPI, 2037 -9000 -CO (Ed. 11/09) Healthcare Professional Liability ni bcr y dfCF'R 1.fiU�Llj LIBERTY INSURANCE UNDERWRITERS INC. (A Stock Insurance Company, hereinafter the "[Insurer/Company") ENDORSEMENT NO. 1 1 Effective Date: 02/01/2024 Policy Number: AHY-1172960101 Issued To: Cassandra 1 Sanchez THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SANCTION LIMITATION AND EXCLUSION CLAUSE No Insurer shall be deemed to provide cover and no Insurer shall be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that Insurer to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THIS POLICY REMAIN UNCHANGED. ADM-OFAC-0419 Liberty tnremnarir�iu i�IS(14Y�Yrlrl'i Healthcare Professional Liability LIBERTY INSURANCE UNDERWRITERS INC. (A Stock Insurance Company, hereinafter the "Company.) ENDORSEMENT NO. 1 ] Effective Date: 02/01/2024 Policy Number: AHY-1172960101 Issued To: Cassandra 1 Sanchez Return Premium ❑ $ Additional Premium ❑ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: MEDICAL PROFESSIONAL LIABILITY OCCURRENCE INSURANCE POLICY MEDICAL PROFESSIONAL LIABILITY OCCURRENCE INSURANCE POLICY - INDIVIDUAL INTRAOPERATIVE NEUROPHYSIOLOGICAL MONITORING PROCEDURE EXCLUSION ENDORSEMENT In consideration of the premium charged, the following is added to SECTION VI, EXCLUSIONS: to Bodily Injury arising out of any: a. intraoperative neurophysiological monitoring services; or b. supervision of intraoperative neurophysiological monitoring services provided by the Insured. ALT, OTHER TERMS AND CONDITIONS OF TIN POLICY REMAIN UNCHANGED. Q I ICPI, 8320 (01/15) Liberty Healthcare Professional Liability LIBERTY INSURANCE UNDERWRITERS INC. (A Stock Tnsurance Company, hereinafter the "Company") ENDORSEMENT NO. [ Effective Date: 02/01/2024 Policy Number: AHY-1172960101 Issued To: Cassandra 1 Sanchez Return Premium ❑ $ Additional Premium ❑ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: STUDENT PROFESSIONAL LIABILITY OCCURRENCE INSURANCE POLICY SPECIFIED MEDICAL PROFESSIONAL LIABILITY OCCURRENCE INSURANCE POLICY - STUDENT INDIVIDUAL MEDICAL PROFESSIONAL LIABILITY OCCURRENCE INSURANCE POLICY MEDICAL PROFESSIONAL LIABILITY OCCURRENCE INSURANCE POLICY - INDIVIDUAL EXCLUSION OF SPECIFIED ACTIVITIES - REUSE OF PARENTERAL DEVICES AND SUPPLIES In consideration of the premium charged, this policy shall not apply to Bodily Injury or Property Damage for, based upon, arising out of or related to any acts, errors or omissions involving Reuse of 1. needles or syringes; 2. catheters or ports, including implanted ports; 3. intravenous solution, whether intended for direct intravenous administration or as a source of diluent for medication or any other substance to be administered parenterally; 4. intravenous medications intended for direct intravenous administration, including heparin or sodium chloride used for flushing venous access devices; 5. lines, including intravenous lines, tubing and any connectors thereto; or 6. any other types of parenteral device or supply used to inject medications, administer parenteral substances or withdraw blood samples; in contravention of the instructions, warnings or recommendations of the manufacturer of such parenteral device or supply, or any standards regarding safe injection practices, intravenous therapy guidelines, infection control or any other pertinent recommendations or guidelines promulgated by FICPIr8321 (01/15) Healthcare Professional Liability the Center for Disease Control and Prevention or any other state or federal agency or governmental authority regulating the use of such parenteral device or supply. Reuse includes: 1. the use of any catheter, line or tubing, including any connectors thereto, on any person after its removal from a person, or after its use for any other purpose wherein it may have become contaminated or is otherwise no longer sterile; or 2. the introduction of any syringe, needle, or other parenteral device or supply into a multi -dose vial or intravenous solution after such syringe's, needle's, device's or supply's initial use. Reuse does not include more than one parenteral access of a single patient by means of an implanted port or an indwelling various -access device intended to be used for multiple parenteral access, including but not limited to peripheral various devices, arterial devices and central venous devices, including tunneled and non -tunneled devices, or a PICC (peripherally inserted central catheter) line provided that any such procedure comports with: 1. the instructions, warnings and recommendations of the manufacturer of such parenteral device or supply; and 2. any standards regarding safe injection practices, intravenous therapy guidelines, infection control or any other pertinent recommendations or guidelines promulgated by the Center for Disease Control and Prevention or any other state or federal agency or governmental authority regulating the use of such parenteral device or supply, including any protocol prohibiting reuse of any syringe, needle or other parenteral device or supply to access such port or device. ALL OTI IF,R TERMS AND CONDITIONS OF THE POLICY REMAIN UNCI IANGED. IICPI, 8321 (01/15) Liberty lnt�rnxrtinru Healthcare Professional Liability LIBERTY INSURANCE UNDERWRITERS INC. (A Stock Tnsurance Company, hereinafter the 'Company") ENDORSEMENT NO. [ 1 Effective Date: 02/01/2024 Policy Number: AHY-1172960101 Issued To: Cassandra 1 Sanchez Return Premium 0 $ Additional Premium 0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: MEDICAL PROFESSIONAL LIABILITY OCCURRENCE INSURANCE POLICY MEDICAL PROFESSIONAL LIABILITY OCCURRENCE INSURANCE POLICY - INDIVIDUAL SEXUAL MISCONDUCT ENDORSEMENT SEXUAL MISCONDUCT AGGREGATE SUBLIMIT OF LIABILITY: $25,000 In consideration of the premium charged, the following changes are made to the policy: I. Solely with respect to coverage provided under this endorsement, SECTION I, COVERAGES, COVERAGE A, PROFESSIONAL LIABILITY COVERAGE is amended to include the following: With respect to Incidents alleging Sexual Misconduct on behalf of the Insured, the Company will pay Covered Sexual Misconduct Damages because of Bodily Injury or Personal and Advertising Injury to which this insurance applies, subject to the Sexual Misconduct Aggregate Sublimit of Liability stated above. Such Sexual Misconduct must actually or allegedly occur: 1. in the operation of the business or conduct of the profession of the Named Insured as specified in the Declarations; and 2. during the Policy Period. 3 IICPL-8324 (01/15) Healthcare Professional Liability II. Solely with respect to COVERAGE A. PROFESSIONAL LIABILITY COVERAGE, the following is added to SECTION III, LIMITS OF LIABILITY: The Sexual Misconduct Aggregate Sublimit of Liability indicated above is the limit of the Company's liability for the sum of all amounts the Insured is legally obligated to pay as a result of Claims involving any act of Sexual Misconduct arising out of or related to the operation of the business or conduct of the profession of the Named Insured as specified in the Declarations, provided that Sexual Misconduct has not been determined to have occurred by any civil or criminal trial verdict, court ruling, regulatory ruling or legal admission , whether appealed or not. This Sexual Misconduct Aggregate Sublimit of Liability shall apply: 1. in the event that Sexual Misconduct is alleged, whether in a complaint, during discovery at trial or otherwise, regardless of the legal or factual theory of recovery advanced, including but not limited to assertions of improper or negligent hiring or employment, or failure to investigate or supervise; and 2. to any and all such Claims arising out of the same or related acts or omissions. The Sexual Misconduct Aggregate Sublimit of Liability shall be the only source of payment of Covered Sexual Misconduct Damages, and shall be included within, and not in addition to, the Aggregate Limit of Liability specified in the Declarations. III. SECTION VI, EXCLUSIONS, paragraph 27. is replaced by the following: 27. to any Claims made or Suits brought against any Insured alleging, in whole or part, Sexual Misconduct, and/or physical abuse of a non -sexual nature. This exclusion applies to any Damages arising out of Sexual Misconduct other than Covered Sexual Misconduct Damages, and/or physical abuse of a non -sexual nature, regardless of the legal theory or basis upon which the Insured is alleged to be legally liable or responsible in whole or in part, 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 Sexual Misconduct and/or physical abuse of a non -sexual nature, and failure to discharge the employee. However, notwithstanding the foregoing exclusion, with respect to COVERAGE A, PROFESSIONAL LIABILITY COVERAGE only, the Insured shall be entitled to a defense as provided under the terms of the policy as to any Claim upon which Suit is brought for any such alleged behavior, unless the behavior has been determined to have occurred by any civil or criminal trial verdict, court ruling, regulatory ruling or admission, whether appealed or not. The Company shall not be required to appeal a judgment or final I ICPI.-8324 (01/15) iberty Healthcare Professional Liability adjudication adverse to the Insured. This duty to defend will not apply to Claims brought alleging conduct specified in Exclusion 26. above; IV. The following is added to SECTION VII, DEFINITIONS: "Covered Sexual Misconduct Damages" means that portion of any settlement falling within the Sexual Misconduct Aggregate Sublimit of Liability pertaining to any Claim for, based on, alleging in whole or in part, or arising out of Sexual Misconduct; "Sexual Misconduct" means: physical sexual assault, abuse of a sexual nature, molestation, or licentious, immoral, amoral or other behavior that was committed or alleged to have been committed by, and/or b. sexual assault, abuse of a sexual nature, or 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, an Insured, two or more Insureds acting together, or any person(s) for whom the Insured is legally responsible. Multiple, continuous or sporadic or related acts by an Insured, or person(s) for whom the Insured is legally responsible, shall be deemed one Incident of Sexual Misconduct. ALL OTTER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCI IANGED. HCPL-8324 (01/15) Liberty interruCinna3 Healthcare Professional Liability LIBERTY INSURANCE UNDERWRITERS INC. (A Stock Insurance Company, hereinafter the "Company") ENDORSEMENT NO. [ ] Effective Date: 02/01/2024 Policy Number: AHY-1172960101 Issued To: Cassandra 1 Sanchez THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DEFINITION OF CLAIM In consideration of the premium charged: I. The following is added to the DEFINITIONS Section of the policy: "Claim" means any written demand, suit, and/or any proceeding as described in Section V., Supplementary Payments, Item B, Licensing Board Reimbursement based on or arising out of an Incident or Occurrence. II. Further, wherever the word "claim" appears as a noun in the policy, it shall be replaced by "Claim". ALL OTHER TERMS AND CONDITIONS OF TI-IE POLICY REMAIN UNCIIANGED. ITCPI.-8328 (02/15) Contract Fo Entity Information Entity Name* Entity ID" SANCHEZ, CASSANDRA @00036785 Q New Entity? Contract Name* Contract ID PROFESSIONAL SERVICES AGREEMENT FOR 7778 CONSULTING PHARMACIST Contract Status CTB REVIEW Contract Lead * BFRITZ Contract Lead Email bfritz@weld.gov;Health- Contracts@weld.gov Contract Description * PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING PHARMACIST Contract Description 2 Contract Type* AGREEMENT Amount* $1.00 Renewable* NO Automatic Renewal Grant IGA Department HEALTH Department Email CM-Health@weldgov.com Department Head Email CM-Health- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL DGOV.COM If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Parent Contract ID Requires Board Approval YES Department Project # Requested BOCC Agenda Due Date Date* 01 /25/2024 01/29/2024 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Review Date * 10/01/2024 Committed Delivery Date Renewal Date Expiration Date* 12/31/2024 Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date Approval Process Department Head JASON CHESSHER DH Approved Date 02/09/2024 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 02/21/2024 Finance Approver CHERYL PATTELLI Legal Counsel BRUCE BARKER Finance Approved Date Legal Counsel Approved Date 02/09/2024 02/12/2024 Tyler Ref # AG 022124 Originator BFRITZ Hello