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HomeMy WebLinkAbout23S303 - EMERGENTCY RESILIENCE LLCCONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Emergency Medical Services Quality Improvement Coordinator Emergency Resilience LLC Alexandra Jabr, Owner alexandra.jabr-c@palmspringsca.gov Emergency Medical Services Continuous Quality Improvement ) CQI) Coordinator Services Not to exceed $50,000 07/01/23-06/30/24 Alexandra Jabr; alexandra.jabr-c@palmspringsca.gov Fire Department Lois Casman, Administrative Specialist N/A 23S303 N/A Yes Yes Yes Procurement N/A No Municipal Code Section 7.05.030 Special Expertise Procurement N/A N/A N/A 10/03/2023 Lois Casman DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$239.50 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:EMERGENCY RESILIENCE LLC DBA: Owner:EMERGENCY RESILIENCE LLC Mailing Address:2108 N St Suite N Sacramento, CA 95816 License Number:OC-002352-2023 Expiration Date:02/28/2024 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:2108 N St Suite N, Sacramento, CA 95816 Business Description:CONSULTIN FOR PSFD EMS TO BE POSTED IN A CONSPICUOUS PLACE DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Please let me know if you need anything else. Thank you, Lois Casman Administrative Specialist Palm Springs Fire Department 300 N. El Cielo Road Palm Springs, CA 92262 760-323-8181 CONFIDENTIALITY NOTICE - The preceding e-mail message (including any attachments) contains information that may be confidential, protected by the attorney-client privilege or other applicable privileges, protected by the right of privacy, or constitute other non-public information. It is intended to be conveyed only to the designated recipient(s). If you are not an intended recipient of this message, please notify the sender by replying to this message and then delete it from your system. Use, dissemination, distribution, or reproduction of this message by unintended recipients is not authorized and may be DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 1 of 18 CONTRACT SERVICES AGREEMENT 23S303 EMERGENCY MEDICAL SERVICES QUALITY CONTINUOUS IMPROVEMENT COORDINATOR THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered into on July 1, 2023 by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Emergency Resilience LLC, a California limited liability company ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of an Emergency Medical Services Continuous Quality Improvement (CQI) Coordinator, for the Palm Springs Fire Department Paramedic Program, ("Project"). B. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. C. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.3 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 2 of 18 the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed Fifty Thousand Dollars and Zero Cents ($50,000.00). 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor's invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and ( 4) pandemics, epidemics or quarantine restrictions. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 3 of 18 For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one year. commencing on July 1, 2023, and ending on June 30, 2024, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to the health, safety, and general welfare of the City and its residents, the period of notice shall be such shorter time as determined by the City in its sole and absolute discretion. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Alexandra Y. Jabr, Owner. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the Fire Chief or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 4 of 18 Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor's work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the Fire Chief, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Alexandra Y. Jabr Owner 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 5 of 18 B. If the Services are being performed as part of an applicable "public works" or "maintenance" project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from personal or bodily injuries to or death of persons (Contractor's employees included), for damage to tangible property, including any tangible property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any negligent acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor's obligation to defend, indemnify, and/or hold harmless arises out of Contractor's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor's liability for such claim, including the cost to defend, shall not exceed the Contractor's proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 6 of 18 or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, course and training materials prepared by Contractor exclusively for the City pursuant to this Agreement shall be the property of City. Contractor shall deliver all above- referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. This provision shall not include drawings, specifications, reports, records, documents, course and training materials prepared by Contractor that are disseminated by Contractor to the City pursuant to this Agreement but that are not created for the City's exclusive use, unless agreed to in writing between the Parties. Materials that are not prepared for the City's exclusive use shall be conspicuously marked as such. Contractor shall not use any City specific information acquired by Contractor pursuant to this Agreement to create or disseminate drawings, specifications, reports, records, documents, course and training materials that are not intended for the City's exclusive use without prior express written authorization from the City. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor's performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 7 of 18 to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 8 of 18 expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Fire Department Attention: Fire Chief Paul Alvarado 300 N El Cielo Road Palm Springs, California 92262 To Contractor: Emergency Resilience LLC Alexandra Y. Jabr 1752 E Lugonia Ave, Ste. 117 #1035 Redlands, CA 92374 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 9 of 18 this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 10 of 18 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND EMERGENCY RESILIENCE LLC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 10/3/2023 10/3/2023 Page 11 of 18 EXHIBIT "A" CONTRACTOR'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 12 of 18 EXHIBIT A SCHEDULE OF FEES • Total compensation for services shall not exceed Fifty Thousand Dollars and Zero Cents ($50,000.00). • The Contractor shall be compensated for services rendered under Exhibit "A", Scope of Services, at an hourly rate of $45.00 per hour. Such hourly rate shall be reviewed annually by the City and the Contractor. Based upon satisfactory performance by the Contractor, the hourly rate may be adjusted annually, based upon the consumers as published by the U.S. Bureau of Labor Statistics for Riverside-San Bernadino-Ontario Areas. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 13 of 18 CONTRACTOR RESPONSIBILITIES The following is a general list of responsibilities of the Contractor and is not meant to be all- inclusive. Other duties and responsibilities may be requested and shall be consistent with the overall goals and objectives of the City of Palm Springs Fire Department. • Oversee the orientation and accreditation process for all new Fire Department personnel. • Serve as liaison between the Fire Department and the contracted Medical Director. • Serve as liaison between the Fire Department, REMSA, and other governing agencies. • Serve as liaison between the Fire Department and EMS programs for field internship agreements and coordination. • Serve as liaison and coordination with local Pre-Hospital Liaison Nurses and Clinical Managers, to include AMR, to enhance continuity of care. • Serve as a Training Site Coordinator for AHA courses; BLS, ACLS, PALS; as well as PHTLS, and any applicable courses. • Serve as a Training Site Faculty for AHA and oversee all initial and continuous training of additional instructor cadre, as needed. • Provide curriculum development of EMS training classes based on identified need, CQI data trends, management direction or personnel request. • Provide curriculum development and delivery of courses based on REMSA biannual protocol updates. • Ensure Fire Department remains in compliance with all policies set forth by REMSA and state EMS statutes and regulations. • Conduct ALS and BLS Skills verification on a quarterly basis, or as needed. • Create and oversee continuing education schedule that consists of both online assigned training and in service training to maintain 24/48 hours of CEs per two-year accreditation cycle for all personnel. • Conduct routine station visits with a minimum of 24 hours’ notice to the station officer, providing field observation of Department personnel during the performance of their duties. • Responsible for analyzing, planning, designing, implementing, and administering EMS adjunctive certificates such as Advanced Cardiac Life Support (ACLS), Pediatric Advanced Life Support (PALS), Basic Life Support (BLS), certification, and recertification of both EMS instructor cadre and providers. • Maintain EMS files for each Fire Department employee, utilizing Target Solutions to register all certifications with 90, 60, and 30 day notices of approaching expiration dates. • Assist EMS Captain in investigations of EMS related complaints and unusual occurrences; assist EMS Captain with remediation, provide education, and counseling as directed. • Assist EMS Captain in developing a narcotic tracking system. • Oversight of controlled substances program; Oversight in maintaining and audit all forms related to controlled substances (verification, usage, and incident reports). DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 14 of 18 • Review Patient Care Reports (PCR) daily and research discrepancies to identify deficiencies and recommend alternative solutions. • Limit liabilities and identify areas of educational opportunity. • Collect data from daily reviews and evaluate system, response, strengths and weaknesses retrospectively. • Develop quality assessment and improvement criteria to monitor EMS program; develop and implement data collection systems in Image Trend for analyzing and assessing the effectiveness of pre-hospital care. • Obtain clinical follow up on all complex calls or at request of the provider. • Oversee the Department CQI Plan. Conducts CQI in accordance with compliance goals set forth in said policy. • Implement, evaluate, and adjust CQI Plan (annually) in accordance with REMSA requirements. • Review and update on an annual basis, the Fire Department Quality Assessment/Quality Improvement (QA/QI) Plan in accordance with REMSA policy. • Attend on behalf of PSFD CQILT (quarterly), PMAC (quarterly), and Stroke (quarterly). Meetings are all on the same quarterly schedule and occur within the same month. • Attend on behalf of PSPF at any meetings held by REMSA, STEMI/Stroke, EPCR working group, etc. • Remains available to the Fire Department by cell phone, email, or in person when conflict, concern or consult over an EMS related topic arises. • The Contractor will not be directly involved in entry level or promotional testing processes. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 15 of 18 Glossary of Acronyms CEs EMS REMSA STEMI DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 16 of 18 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 17 of 18 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant’s performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Consultant shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of Services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: A. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; B. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; C. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: ____X____ required _________ is not required; D. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant’s Services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant’s Services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Page 18 of 18 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or Services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self- insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOSNON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD MTTU Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA 520 Madison Avenue 32nd Floor New York, New York 10022 (888) 202-3007 contact@hiscox.com Hiscox Insurance Company Inc 10200 Emergency Resilience, LLC 1752 E Lugonia Ave Suite 117#1035 Redlands, CA 92374 11/11/202311/11/2022P100.721.387.2Y X A X X 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 09/27/2022 DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOSNON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD MTTU Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA 520 Madison Avenue 32nd Floor New York, New York 10022 (888) 202-3007 contact@hiscox.com Hiscox Insurance Company Inc 10200 Emergency Resilience, LLC 1752 E Lugonia Ave Suite 117#1035 Redlands, CA 92374 Each Claim: $ 1,000,000 Aggregate: $ 1,000,000 Professional LiabilityA 11/11/202311/11/2022P100.720.740.2 09/27/2022 DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 A Guide To Your General Liability Policy © Hiscox Inc. 2010 Page 1 The following is a guide to your General Liability policy. We have identified several key coverage items along with the limits and deductibles you have selected. To make it easier, we have also added a brief explanation of those items. We want you to feel confident about your new policy. If any of the information below is incorrect or if you have any questions, please contact one of our advisors at 844-357-0840 (Mon-Fri, 7am-10pm ET) or manage your policy at: www.hiscox.com/ manage-your-policy. Your business details Name:Alexandra Jabr Business Name:Emergency Resilience, LLC Address:1752 E Lugonia Ave Suite 117#1035 City:Redlands State:CA Zip code:92374 Occupation:Education consulting Telephone number:909-904-6220 Email address:alexandrajabr@aol.com Your General Liability Policy Policy number:P100.721.387.2 Policy effective dates: This determines the time period during which your coverage applies. From: To: November 11, 2022 November 11, 2023 Form of business: This identifies the legal structure of your business and determines who is insured under your policy. Limited Liability Company Business Property and Equipment Coverage:Rejected Optional terrorism coverage:Excluded Total cost of policy:$ 416.00 Your coverage and limits Each occurrence limit The most we will pay for all damages due to bodily injury and property damage, and medical expenses that arise out of any one occurrence. Defense costs we incur, in the defense of a lawsuit filed against you, will not reduce this limit. $ 1,000,000 DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 © Hiscox Inc. 2010 Page 2 General aggregate limit The most we will pay for all damages and medical expenses for the entire policy. Defense costs we incur, in the defense of a lawsuit filed against you, will not reduce this limit. $ 2,000,000 Medical expenses The most we will pay for all medical expenses sustained by any one person. $ 5,000 any one person Deductible for General Liability Coverage However, a $1,000 per occurrence deductible does apply to properties managed by you, premises listed by you or shown by you for sale or rental. No deductible Other policy information Notice of claim If you have a claim, please call us at 866-424-8508. You may also e-mail us at reportaclaim@hiscox.com What does my General Liability Policy cover? For a summary showing examples of what you are and are not covered for, please read the Coverage Summary document. This guide does not modify the terms and conditions of your policy, which are contained in your policy documents, nor does it imply any claim is covered or not covered. We recommend that you read your policy documents to learn the details of your coverage. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Reinventing Small Business Insurance® General Liability Coverage Summary We want you to understand the Hiscox General Liability coverage. This summary explains the main areas of coverage and exclusions. If you have any questions about your coverage, please contact one of our advisors at (Mon-Fri, 7am-10pm ET). Or, you can manage your policy by visiting https://www.hiscox.com/manage-your-policy. This policy does cover Bodily injury or property damage To the extent you are legally liable, we cover damages or claims expenses if you injure a third-party or damage someone else’s property. However, damage to premises you rent is only covered if caused by fire or if the premises is rented to you for a period of 7 or fewer consecutive days. Medical payments We will make medical payments as a result of bodily injury that occurs in the course of your business operations, regardless of fault. Defense costs If you’re sued, even if you’re not at fault, we will appoint an attorney to defend you, even if the lawsuit is groundless. We will pay these defense costs on your behalf. Personal and advertising injury We cover claims of libel and slander that are not part of your professional services. We also protect you if your advertisement unintentionally uses a third party’s advertising idea or infringes upon another’s copyright. We do not provide this coverage to marketing or PR professionals, research consultants, graphic designers, lawyers, recruiters, real estate agents/brokers or property managers. Electronic data liability Specifically added for consultants and technology service providers, Hiscox covers your liability for damage to someone’s electronic data resulting from the physical damage of property. We provide up to $25,000 of coverage. Worldwide insurance coverage We cover damage that occurs in the United States, its territories and Canada. We also offer some coverage for instances outside these areas while you’re away on short periods of travel. Employees or temporary staff Hiscox will cover claims arising from your employees’ or temporary staff’s actions if they were performed on behalf of your business. Supplemental payments Your Hiscox policy covers the following expenses, should they be incurred, without reducing your limit of liability:  All expenses we incur, including the defense of lawsuits  Up to $250 a day for reasonable expenses (including loss of earnings) you incur as a result of assisting us in the defense of a claim or lawsuit  Interest on damage awards 844-357-0840 DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 This policy does not cover Intent to injure We won’t cover you for any act that occurs with the intent to injure. This includes personal and advertising injuries if you knew your actions were false or violated the rights of others. Outside the policy period We won’t cover claims for bodily injury, property damage, or personal and advertising injury that do not occur during the policy period. Known claims and circumstances We won’t cover your business for any claim or circumstance that could result in a claim you knew about prior to the start of your first Hiscox policy. Personally identifiable information We won’t cover your failure to protect any personally identifiable information that is in your care. Professional services We won’t cover any professional services performed by you. These types of risks may be covered as part of our Professional Liability Policy. Vehicles and boats We won’t cover any claims arising out of the ownership or use of an automobile or a watercraft. Workers’ compensation We won’t cover any obligation you may have under a workers’ compensation claim or similar law. Your property We won’t cover claims for damage to property you own or have in your care. However, protection for your own business equipment can be purchased as part of our Business Owners Policy. Personal and advertising injury We don’t provide this coverage to marketing or PR professionals, research consultants, graphic designers, lawyers, recruiters, real estate agents/brokers or property managers. However, this coverage is available as part of our Professional Liability Policy. Common claims examples Bodily injury — A client falls over your bag and you are legally liable for the injury. We will cover the subsequent claim and related medical expenses up to your limits of liability. Property damage and data loss — You spill coffee on a client’s server causing damage and loss of data. We will cover the subsequent claim up to your limits of liability. Personal injury — One of your employees is at lunch. He talks to the owner of the shop about one of your clients in a false and unflattering way. The client learns of this discussion and sues for slander. We will cover the subsequent claim, up to your limits of liability, and pay for an attorney to defend you if necessary. Coverage summaries, descriptions, and claims examples are provided for illustrative purposes only and are subject to the applicable policy limits, deductibles, exclusions, terms, and conditions. Not all insurance products and services are available in all states. Hiscox recommends you read the policy documents to learn the full details of coverage. Underwritten by Hiscox Insurance Company Inc., 104 South Michigan Avenue, Suite 600, Chicago, IL 60603, as administered by Hiscox Inc., a licensed insurance provider in all states and DC. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Policy Number Effective Date Expiration Date 7204J 318667 Nov 11, 2022 Nov 11, 2023 Year Make/Model Vehicle Identification Number 2015 HOND/ACCOR D SP 1HGCR2F59FA237575 24 Hour Claims 1.800.421.3535 See the reverse side for more information. Alexandra Jabr Driver(s) Alexandra Jabr $500 Deductible - Collision $500 Deductible - Other Than Collision (Comp) This policy meets the requirements of California Vehicle Code Section 16056. Nationwide Insurance Company of America PO Box 8379 Canton, OH 44711-8379 NAIC Number: 25453 Policy Number Effective Date Expiration Date 7204J 318667 Nov 11, 2022 Nov 11, 2023 Year Make/Model Vehicle Identification Number 2015 HOND/ACCOR D SP 1HGCR2F59FA237575 24 Hour Claims 1.800.421.3535 See the reverse side for more information. Alexandra Jabr Driver(s) Alexandra Jabr $500 Deductible - Collision $500 Deductible - Other Than Collision (Comp) This policy meets the requirements of California Vehicle Code Section 16056. Nationwide Insurance Company of America PO Box 8379 Canton, OH 44711-8379 NAIC Number: 25453 24 Hour Claims 1.800.421.3535 Report Claims anytime, anywhere in the U.S.A. When calling, please give these details: 1. Policy number and zip code 2. Make and model year 3. Location of accident, injuries and damages 4. Other vehicle and persons involved For Billing Questions or to file a claim, visit nationwide.com or your Nationwide Agent, BRANDON GRIFFITH at 1.909.646.3522 24 Hour Claims 1.800.421.3535 Report Claims anytime, anywhere in the U.S.A. When calling, please give these details: 1. Policy number and zip code 2. Make and model year 3. Location of accident, injuries and damages 4. Other vehicle and persons involved For Billing Questions or to file a claim, visit nationwide.com or your Nationwide Agent, BRANDON GRIFFITH at 1.909.646.3522 EVIDENCE OF INSURANCE IS REQUIRED WITH REGISTRATION RENEWAL Effective January 1, 1997, you are required to have liability insurance to register your vehicle. When you renew your vehicle registration, you will be required to submit evidence of insurance with your payment for the renewal transaction. Evidence can be in the form of your insurance ID card (a photocopy is acceptable). Evidence of insurance is not required with registration renewal of off-highway vehicles, trailers, vessels, or if you file a planned non-operation (PNO) on the vehicle. If you do not have evidence of insurance, contact your insurance company. This policy meets the requirements of California Vehicle Section 16056. Motor carrier of property as defined in CVC34601 may provide a statement that the carrier has evidence of insurance on file for this vehicle with PUC or DMV pursuant to CVC34630. You maybe requested by peace officer to show evidence of insurance during a traffic stop or at an accident. Each owner is required to carry written evidence of liability insurance in his vehicle. Note: Comprehensive and Collision Insurance covers your damage only, and does not meet the liability insurance requirement. Vehicle code sections: 4000.37, 16020, and 16028. DOCUMENTS SUBMITTED TO DMV WILL NOT BE RETURNED. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 • • • DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 . ••• • DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Hiscox Insurance Company Inc. Your Insurance Documents Enclosed you will find the policy documents that make up your insurance contract with us. Please read through all of these documents. If you have any questions or need to update any of your information please call us at 844-357-0840 (Mon-Fri, 7am-10pm ET). Your insurance documents Declarations Page This contains specific policy information, such as the limits and deductibles you have selected. Policy Wording This details the terms and conditions of your coverage, subject to policy endorsements. Endorsements These documents modify the Policy Wording or Declarations Page. These include relevant terms and conditions as required by your state and are part of your policy. Notices These documents provide information that may affect your coverage such as optional terrorism coverage (if purchased) and other important items required by your state. Application Summary This is a summary of the information that you provided to us as part of your application. Please review this document and let us know if any of the information is incorrect. Reporting a claim Please inform us immediately if you have a claim or loss to report. Please have your policy number available, which can be found on the declarations page, so we can handle your call quickly. Contact us via the methods below or file a claim using our online form at https://www.hiscox.com/manage-your-policy/claims-center. Email: reportaclaim@hiscox.com Phone: 866-424-8508 Mail:Hiscox Claims Center 5 Concourse Parkway Suite 2150 Atlanta, GA 30328 DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Declarations Page DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 (914) 273-7400 DPL D001 CW (11/19)Page 1 Professional Liability Errors & Omissions Insurance Declarations This is a "Claims Made and Reported" Policy in which Claim Expenses are included within the Limit of Liability unless otherwise noted. Those words (other than the words in the captions) which are printed in Boldface are defined in the Policy. Declaration Effective Date:November 11, 2022 Policy No.:P100.720.740.2 Renewal of:UDC-5010778-EO-21 1.Named Insured:Emergency Resilience, LLC 2.Address:1752 E Lugonia Ave Suite 117#1035 Redlands, CA 92374 Email Address:alexandrajabr@aol.com 3.A.Limit of Liability:$1,000,000 Each Claim 3.B.$1,000,000 Aggregate for all Claims 4.Deductible:$1,000 Each Claim 5.Notice:Phone: Email: Mail: 866-424-8508 reportaclaim@hiscox.com Hiscox 5 Concourse Parkway, Suite 2150 Attn: Direct Claims Atlanta GA, 30328 6.Policy period:From:November 11, 2022 To:November 11, 2023 At 12:01 A.M. (Standard Time) at the address shown above. 7.Retroactive Date:January 1, 2020 8.Premium:$542.00 9.Attachments: DPL D001 CW (11/19) - Professional Liability Errors & Omissions Insurance Declarations DPL P001 CW (05/13) - Professional Liability Coverage Form DPL E5424 CW (02/15) - Blanket Additional Insured Endorsement DPL E5011 CW (01/10) - Education Consulting Services Endorsement DPL E5102 CA (01/10) - California Amendatory Endorsement INT N003 CW (01/19) - Policyholder Notice Electronic Delivery INT N001 CW (01/09) - Economic And Trade Sanctions Policyholder Notice DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 (914) 273-7400 DPL D001 CW (11/19)Page 2 IN WITNESS WHEREOF, the Insurer indicated above has caused this Policy to be signed by its President and Secretary, but this Policy shall not be effective unless also signed by the Insurer's duly authorized representative. President Secretary Authorized Representative Date: November 11, 2022 DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Policy Wording DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 © Hiscox Inc. All rights reserved. DPL P001 CW (05/13) PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS INSURANCE DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 2 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS ABOUT THIS POLICY The Hiscox Professional Liability – US Direct policy is designed to offer coverage for the risks entities face in performing their Professional Services. We urge You to read this Policy carefully so You understand the insurance that You have purchased, and the full extent of Your and Our rights and duties under this Policy. Please note that all words and phrases that appear in bold-type (except headings) have special meaning and are defined in the Definitions section of this Policy. Coverage for all Claims is subject to the entire terms and conditions of the policy. Coverage for Claims Made Against You You have purchased insurance that provides coverage for Claims made against You. We will pay Damages on Your behalf for any Claim that falls within the Insuring Agreement and within all of the terms and conditions outlined in the policy. Covered Claims are for Your Wrongful Acts in providing or failing to provide Professional Services. To determine who is an Insured please refer to the Definitions and Spousal and Domestic Partner section of the policy. Additionally, for coverage to apply, You must comply with all Your obligations as outlined in the Notice of Claims, Notice of Potential Claims, and the rest of the policy. The most We will pay is outlined in the Limits of Liability Section and items We will not pay are outlined in the Exclusions section. You are responsible for payments as outlined in the Deductible section. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 3 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS In consideration of the premium charged and in reliance on the statements made and information provided to Us, including but not limited to the statements made and information provided in and with the Application, which is made a part of this Policy, as well as subject to the Limits of Liability, the Deductible and all of the terms, conditions, limitations and exclusions of this Policy, We and You agree as follows: I. INSURING AGREEMENT, DEFENSE AND SETTLEMENT A. INSURING AGREEMENT We shall pay on Your behalf Damages and Claim Expenses in excess of the Deductible resulting from any covered Claim that is first made against You during the Policy Period and reported to Us pursuant to the terms of the Policy for Wrongful Acts committed on or after the Retroactive Date. We shall also pay on Your behalf all Supplemental Payments in connection with any covered Claim that is first made against You during the Policy Period and reported to Us pursuant to the terms of the Policy for Wrongful Acts committed on or after the Retroactive Date. No Deductible shall apply to Supplemental Payments. B. DEFENSE 1. We shall have the right and the duty to defend any covered Claim, even if such Claim is groundless, false or fraudulent. 2. We shall have the right to appoint defense counsel upon being notified of such Claim. 3. Notwithstanding paragraph 2., We shall have no obligation to pay Claim Expenses until You have satisfied the applicable Deductible. 4. Our duty to defend shall terminate upon the exhaustion of the Limit of Liability as set forth in Item 3. of the Declarations. C. SETTLEMENT 1. We shall have the right to solicit and negotiate settlement of any Claim. 2. We shall not, however, enter into a settlement without Your prior consent, which consent shall not be unreasonably withheld. 3. If You shall refuse to consent to any settlement recommended by Us, Our liability for such Claim shall not exceed the amount for which such Claim could have been settled plus Claim Expenses incurred up to the date of such refusal. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 4 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS II. NOTICE OF CLAIMS AND NOTICE OF POTENTIAL CLAIMS A. NOTICE OF CLAIMS 1. As a condition precedent to any coverage under this Policy, You shall give written notice to Us of any Claim as soon as practicable, but in all events no later than: a. the end of the Policy Period (or any purchased Optional Extended Reporting Period); or b. 60 days after the end of the Policy Period (or any purchased Optional Extended Reporting Period) so long as such Claim is made within the last 60 days of such Policy Period (or any purchased Optional Extended Reporting Period). 2. Such notice shall be sent to Us at the address set forth in Item 5. of the Declarations. 3. Such notice shall include any and all documents related to such Claim, including every demand, notice, summons or other applicable information received by You or by Your representative. B. NOTICE OF POTENTIAL CLAIMS If You first become aware during the Policy Period of any Wrongful Act that might be reasonably likely give rise to a covered Claim, You may give written notice to Us of such potential Claim during the Policy Period. Such notice must include to the fullest extent possible: 1. the identity of the potential claimant; 2. the identity of the person(s) who allegedly committed the Wrongful Act; 3. the date of the alleged Wrongful Act; 4. specific details of the alleged Wrongful Act; and 5. any written notice from the potential claimant describing the Wrongful Act. If such notice is accepted as a “potential Claim,” then any actual Claim that is subsequently made shall be deemed to have been first made on the date such “potential Claim” was first reported to Us. Provided, however, You may not report “potential Claims” during any purchased Optional Extended Reporting Period. C. OPTIONAL EXTENDED REPORTING PERIOD 1. If We or the Named Insured cancel or non-renew this Policy (as described by Endorsement hereto), then the Named Insured shall have the right to purchase for an additional premium an Optional Extended Reporting Period. Provided, DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 5 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS however, the right to purchase an Optional Extended Reporting Period shall not apply if: a. this Policy is canceled by Us for nonpayment of premium (as described by Endorsement hereto); or b. the total premium for this Policy has not been fully paid. 2. The Optional Extended Reporting Period will apply only to Claims that: a. are first made against You and reported to Us during such Optional Extended Reporting Period; and b. are for Wrongful Acts committed on or after the Retroactive Date but prior to the effective date of cancellation or non-renewal (as described by Endorsement hereto). 3. The additional premium for such Optional Extended Reporting Period shall not exceed 200% of the annualized expiring premium for an Optional Extended Reporting Period of 3 years. The additional premium for such Optional Extended Reporting Period shall be fully earned at the inception of such Optional Extended Reporting Period. 4. Notice of election and full payment of the additional premium for the Optional Extended Reporting Period must be received within 30 days after the effective date of cancellation or non-renewal (as described by Endorsement hereto). In the event the additional premium is not received within the 30 days, any right to purchase the Optional Extended Reporting Period shall lapse and no further Optional Extended Reporting Period shall be offered. The Limits of Liability applicable during any purchased Optional Extended Reporting Period shall be the remaining available Limits of Liability under this canceled or non-renewed Policy (as described by Endorsement hereto). There shall be no separate or additional Limit of Liability available for any purchased Optional Extended Reporting Period and the purchase of any Optional Extended Reporting Period shall in no way increase the Limit of Liability set forth in Item 3. of the Declarations. III. EXCLUSIONS This Policy does not apply to and We shall have no obligation to pay any Damages, Claim Expenses or Supplemental Payments for any Claim: A. based upon or arising out of any actual or alleged fraud, dishonesty, criminal conduct, or any knowingly wrongful, malicious, or intentional acts or omissions; provided, however, that: 1. We will pay Claim Expenses until there is a final adjudication establishing such conduct, at which time You shall reimburse Us for such Claim Expenses; and 2. this exclusion shall not apply to otherwise covered intentional acts or omissions resulting in a Personal Injury. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 6 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS B. based upon or arising out of any actual or alleged gaining of any profit or advantage to which You were not legally entitled. C. based upon or arising out of any actual or alleged wrongful termination, retaliation or discrimination against or harassment of any past, present, future or potential Employee, including but not limited to any violations of federal, state or local statutory or common law. D. based upon or arising out of any actual or alleged Wrongful Act that: 1. was committed prior to the Retroactive Date; 2. has been the subject of any notice given under any other policy of which this Policy is a renewal or replacement; or 3. You had knowledge of prior to the Policy Period and had a reasonable basis to believe that such Wrongful Act could give rise to a Claim; provided, however, that if this Policy is a renewal or replacement of a previous policy issued by Us providing materially identical coverage, the Policy Period referred to in this paragraph will be deemed to refer to the inception date of the first such policy issued by Us. E. brought by or on behalf of any federal, state or local government agency or professional or trade licensing organization; provided, however, this exclusion shall not apply to claims brought in their capacity as a client receiving Your Professional Services. F. brought by or on behalf of one Insured against another Insured. G. brought by or on behalf of any person or entity maintaining Effective Control of You. H. based upon or arising out of any actual or alleged violation of the following laws, including any similar provisions of any federal, state or local statutory or common law: 1. the Securities Act of 1933 (as amended); 2. the Securities Exchange Act of 1934 (as amended); 3. any state blue sky or securities laws (as amended); 4. the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. § 1961 et seq. (as amended); 5. the Employee Retirement Income Security Act of 1974 (as amended); including any rules or regulations promulgated thereunder. I. based upon or arising out of any actual or alleged obligation under any Workers’ Compensation, Unemployment Compensation, Employers Liability or Disability Benefit Law, including any similar provisions of any federal, state or local statutory or common law. J. based upon or arising out of any actual or alleged liability of others that You assume under any contract or agreement unless such liability would have attached in the absence of such contract or agreement. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 7 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS K. based upon or arising out of any actual or alleged Bodily Injury or Property Damage. L. based upon or arising out of any actual, alleged or threatened discharge, dispersal, release or escape of Pollutants, including any direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize Pollutants. M. based upon or arising out of any actual or alleged infringement of any copyright, trademark, trade dress, trade name, service mark, service name, title, slogan or patent or theft of trade secret. N. based upon or arising out of any actual or alleged false or deceptive advertising of Your goods or services or misrepresentation in advertising of Your goods or services, including but not limited to any wrongful description of prices of Your goods or services or the quality or performance of Your goods or services. O. based upon or arising out of any actual or alleged breach of contract or breach of any implied or express warranty or guarantee; provided, however, this Exclusion shall not apply to: 1. any obligation you have to perform your Professional Services with reasonable skill or care; or 2. any liability You would have had in absence of such contract, warranty or guarantee. P. based upon or arising out of any actual or alleged violation of any federal, state or local statutes, ordinances or regulations regarding or relating to unsolicited telemarketing, solicitations, emails, faxes or any other communications of any type or nature, including but not limited to any “anti-spam” and “do-not-call” statutes, ordinances, or regulations. Q. based upon or arising out of any actual or alleged failure to procure or maintain adequate insurance or bonds. R. based upon or arising out of any actual or alleged failure to protect any non-public, personally identifiable information in Your care, custody or control. S. based upon or arising out of any actual or alleged actuarial services, medical or nursing services, insurance agent/broker services, legal services or services as an architect or engineer. IV. LIMITS OF LIABILITY, DEDUCTIBLE AND RELATED CLAIMS A. LIMIT OF LIABILITY DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 8 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS Regardless of the number of Claims made during the Policy Period (or applicable Extended Reporting Period), the maximum that We shall be liable to pay for all covered Damages, Claim Expenses and Supplemental Payments shall be as follows: 1. The amount set forth in Item 3.A. of the Declarations as “Each Claim” shall be the maximum amount for each covered Claim. 2. The amount set forth in Item 3.B. of the Declarations as “Aggregate for all Claims” is the maximum amount for all Claims combined. 3. Notwithstanding 1. and 2. above, Our liability for Supplemental Payments shall not exceed $250 per day for each Insured up to $5,000 per Claim, which amounts shall reduce the amounts described in 1. and 2. above. B. DEDUCTIBLE 1. We shall not be responsible for payment of Damages or Claims Expenses until the Deductible amount has been satisfied. 2. We may at Our discretion advance payment of Damages or Claims Expenses within the Deductible amount on Your behalf, but You shall reimburse Us for any such amounts as soon as We request such reimbursement. 3. No Deductible amount shall apply to Supplemental Payments. C. RELATED CLAIMS For purposes of the applicable Deductible and Limit of Liability, all Claims based upon or arising out of continuous, repeated, related or interrelated Wrongful Acts shall be considered a single Claim first made against You in the Policy Period the first such Claim was made. V. OTHER MATTERS AFFECTING COVERAGE A. ESTATES, HEIRS, LEGAL REPRESENTATIVES, SPOUSES & DOMESTIC PARTNERS This Policy shall apply to Claims brought against: 1. the heirs, executors, administrators, trustees in bankruptcy, assignees and legal representatives of any Insured in the event of such Insured’s death or disability; or 2. the legal spouse or legal domestic partner of any Insured; but only: 1. for the Wrongful Acts of such Insured; or DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 9 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS 2. in connection with their ownership interest in property which the claimant seeks as recovery for actual or alleged Wrongful Acts of such Insured. B. INSURED DUTY TO COOPERATE You shall have the duty to cooperate with Us in the defense, investigation and settlement of any Claim, including but not limited to: 1. upon request, submit to examination and interrogation under oath by Our representative; 2. attend hearings, depositions and trials as requested by Us; 3. assist in securing and giving evidence and obtaining the attendance of witnesses; 4. provide written statements to Our representative and meet with such representative for the purpose of investigation and/or defense; and 5. provide all documents We may reasonably require. C. INSURED OBLIGATION NOT TO INCUR EXPENSE OR ADMIT LIABILITY You shall not, except at Your own cost, make any payment, incur any expense, admit any liability, settle any Claim or assume any obligation without Our prior consent. D. ACTION AGAINST THE INSURER No action shall be taken against Us unless: 1. You have complied fully with all the terms and conditions of this Policy; and 2. the amount of Your obligation to pay shall have been finally determined either by judgment against You after actual trial, or by written agreement between You, Us and the claimant. No person or organization shall have any right under this Policy to join Us as a party to any Claim against You nor shall We be impleaded by You or Your legal representatives in any such Claim. E. OTHER INSURANCE This Policy shall be excess insurance over any other valid and collectable insurance available to You, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as a specific excess insurance over the Limit of Liability provided in this Policy. F. SUBROGATION 1. In the event of any payment by Us under this Policy, We shall be subrogated to all of Your rights of recovery to such payment. 2. You shall do everything that may be necessary to secure and preserve such subrogation rights, including but not limited to the execution of any documents necessary to allow Us to bring suit in Your name. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 10 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS 3. You shall do nothing to prejudice such subrogation rights without first obtaining Our written consent. 4. Any recovery shall first be paid to Us up to the amount of any Damages, Claim Expenses or Supplemental Payments that We have paid. Any remaining amounts shall be paid to You. 5. Notwithstanding the above, no subrogation shall be had against any Insured. G. ALTERATION AND ASSIGNMENT No change in, modification of or assignment of interest under this Policy shall be effective unless made by written endorsement to this Policy signed by Our authorized representative. H. REPRESENTATIONS As a condition precedent of Our obligations under this Policy, You represent that: 1. the statements and representations made by You in the Application are true and are the basis of the Policy and are to be considered as incorporated into and constituting a part of this Policy; 2. the statements and representations made by You in the Application shall be deemed material to the acceptance of the risk assumed by Us under the Policy; 3. this Policy is issued in reliance upon the truth of the statements and representations made by You in the Application; and 4. in the event the Application contains misrepresentations which materially affect the acceptance of the risk assumed by Us under this Policy, this Policy shall be void ab initio. I. BANKRUPTCY OR INSOLVENCY Your bankruptcy or insolvency shall not relieve Us of any of Our obligations under this Policy. J. TERRITORY This Policy shall apply to Wrongful Acts committed anywhere in the world, provided that any action, arbitration, or other proceeding for, in relation to, or arising from the Claim is brought within the United States, its territories or possessions, or Canada. K. FALSE OR FRAUDULENT CLAIMS If any Insured shall commit fraud in proffering any Claim or regarding the amount or otherwise, this Insurance shall become void as to such Insured from the date such fraudulent claim is proffered. L. NAMED INSURED RESPONSIBILITIES DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 11 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS It shall be the responsibility of the Named Insured to act on behalf of all other Insureds with respect to the following: 1. giving and receiving notice of cancellation and/or non-renewal (as described by Endorsement hereto); 2. payment of premium 3. receipt of return premiums; 4. acceptance of changes to this Policy; and 5. payment of Deductibles. M. EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit Your books and records as they related to this Policy at any time during the Policy Period (or any purchased Optional Extended Reporting Period) or up to three years after the end of the Policy Period (or any purchased Optional Extended Reporting Period). N. TITLES Titles of sections of and endorsements to this Policy are inserted solely for convenience of reference and shall not be deemed to limit, expand or otherwise affect the provisions to which they relate. VI. DEFINITIONS A. Application means the signed application for the Policy, whether submitted on-line, over the phone or on paper, including any attachments and other materials or statements submitted in conjunction therewith. If this Policy is a renewal or replacement of a previous policy or policies issued by Us, Application shall also include all signed applications and other materials that were submitted therewith and attached thereto. B. Bodily Injury means physical injury to or sickness, disease or death of a person, or mental injury, mental anguish, emotional distress, pain or suffering, or shock sustained by a person. C. Claim means any written demand for Damages or for non-monetary relief. D. Claim Expenses means the following that are incurred by Us or by You with Our prior written consent: 1. all reasonable and necessary fees, costs and expenses (including the fees of attorneys and experts) incurred in the investigation, defense and appeal of a Claim; and 2. premiums on appeal bonds, attachment bonds or similar bond. Provided, however, We shall have no obligation to apply for or furnish any such bonds. Claim Expenses shall not mean and We shall not be obligated to pay: 1. salaries, wages or expenses other than Supplemental Payments; or DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 12 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS 2. the defense of any criminal investigation, criminal grand jury proceeding, or criminal action. E. Damages means a monetary judgment or monetary award that You are legally obligated to pay (including pre- or post-judgment interest) or a monetary settlement negotiated by Us with Your consent. Damages shall not mean and We shall not be obligated to pay: 1. fines, penalties, taxes, sanctions levied against You; 2. any punitive or exemplary damages or that portion of any multiplied damages award which exceeds the damage award so multiplied, provided, however, that, if such damages are otherwise insurable under applicable law and regulation, We will pay an award of punitive or exemplary damages in excess of the Deductible and up to a maximum sum of $250,000. This limit shall be a part of and not in addition to the Limit of Liability set forth in Items 3. of the Declarations; 3. the return, reduction or restitution of Your fees, commissions, profits, or charges for goods provided or services rendered, including any over-charges or cost over-runs; 4. liquidated damages; or 5. Your cost of complying with injunctive relief. F. Effective Control means: 1. ownership of more than 50% of the issued and outstanding voting securities; or 2. having the right pursuant to written contract, by-laws, charter, operating agreement or similar documents to elect, appoint or designate a majority of the board of directors, management committee members of a partnership or the members of the management board of a limited liability company (or equivalent management structure). G. Employee means any past, present or future: 1. employee (including any part-time, seasonal or temporary employee or any volunteer); 2. partner, director, officer, member or board member (or equivalent position); 3. independent contractor; or 4. leased worker; of an Organization, but only in their performance of Professional Services on behalf of or at the direction of such Organization. H. Insured means You or Your. I. Named Insured means the individual, corporation, partnership, limited liability company, limited partnership, or other entity set forth in Item 1 of the Declarations. J. Optional Extended Reporting Period means any applicable Optional Extended Reporting Period contemplated by the OPTIONAL EXTENDED REPORTING PERIOD Clause. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 13 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS K. Organization means the Named Insured and any Subsidiary. L. Personal Injury means injury, other than Bodily Injury, arising out of one of more of the following offenses: 1. false arrest, detention or imprisonment; 2. malicious prosecution; 3. wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of premises; 4. slander, libel, defamation or disparagement of goods, products or services; or 5. oral or written publication of material in connection with Your advertising that violates a person’s right of privacy. M. Policy Period means the period of time set forth in Item 6. of the Declarations. N. Pollutants means any solid, liquid, gaseous, biological, radiological or thermal irritant or contaminant, including smoke, vapor, dust, fibers, mold, spores, fungi, germs, soot, fumes, acids, alkalis, chemicals and W aste. “Waste” includes, but is not limited to, materials to be recycled, reconditioned or reclaimed and nuclear materials. O. Professional Services means only those services specified in Endorsement to this Policy as performed by or on behalf of an Organization for others for a fee or other compensation. P. Property Damage means physical loss of or physical damage to or destruction of any tangible property, including the loss of use thereof. For purposes of this definition, “tangible property” shall not include electronic data. Q. Retroactive Date means the date set forth in Item 7. of the Declarations. R. Subsidiary means: 1. any entity of which the Named Insured has Effective Control (“Controlled Entity”) on or before the Policy Period, either directly or indirectly through one or more Controlled Entities; 2. any entity of which the Named Insured forms or acquires Effective Control during the Policy Period, either directly or indirectly through one or more Controlled Entities, but only for the first 90 days after such formation or acquisition (or until the end of the Policy Period, whichever is earlier). Provided, however, with respect to a Subsidiary described in paragraph 2. of this definition, We shall only cover Claims alleging Wrongful Acts committed while the Named Insured had Effective Control of such Subsidiary, either directly or indirectly through one or more Controlled Entities. An entity ceases to be a Subsidiary once the Named Insured no longer has Effective Control of such entity, either directly or indirectly through one or more Controlled Entities, and this Policy will not respond to Claims made against such entity thereafter. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 14 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS S. Supplemental Payments means the reasonable expenses incurred by You, including loss of wages, if You are required by Us to attend arbitration proceedings or trial in the defense of a covered Claim. T. We, Us, Our or Insurer means the insurance company set forth in the Declarations. U. Wrongful Act means any actual or alleged breach of duty, negligent act, error, omission or Personal Injury committed by You in the performance of Your Professional Services. V. You or Your means any: 1. Organization; 2. Employee; 3. joint venture in which an Organization participates pursuant to written agreement, but only for: a. Wrongful Acts committed by such Organization; and b. the percentage of otherwise covered Damages and Claims Expenses in proportion to such Organization’s participation in the joint venture. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Endorsements DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Hiscox Insurance Company Inc. Policy Number: Named Insured: Endorsement Number: Endorsement Effective: DPL E5424 CW (02/1)Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 E5424.1 Blanket Additional Insured Endorsement (PL) In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1. In Clause VI. DEFINITIONS, paragraph V., “’You’ or ‘Your’,”is amended to include the following at the end thereof: You or Your shall also include any Additional Insured but only for the Wrongful Acts of those contemplated in paragraphs 1., 2. or 3. of the definition of ”’You’ or ‘Your’”: 2. The following definition is added to Clause VI. DEFINITIONS: AI-A.Additional Insured means any person(s) or organization(s) with whom You have agreed in a written contract or agreement to add them as an additional insured to a policy providing the type of coverage afforded by this Policy, provided the contract or agreement: 1. is currently in effect or becomes effective during the Policy Period; and 2. was executed before the Professional Services from which the Claim arises were performed. 3. In Clause III.EXCLUSIONS, paragraph F. is deleted in its entirety and replaced with the following: F. brought by or on behalf of one Insured against another Insured; provided, however, this Exclusion will not apply to any Claim brought by an Additional Insured in any capacity other than that of an Additional Insured. All other terms and conditions remain unchanged. P100.720.740.2 Emergency Resilience, LLC 1 11/11/2022 DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Hiscox Insurance Company Inc. Endorsement 2 NAMED INSURED: Emergency Resilience, LLC Education Consulting Services Endorsement Page 1 of 2 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1.In Clause VI. DEFINITIONS, paragraph O., "Professional Services," is amended to read as follows: O.Professional Services means the below listed services performed for others for compensation: 1.education consulting services, including but not limited to: a.advising on general business operations, strategy, organizational structure, human resources, curriculum, systems or ecological/"green" issues; and b.project management. 2.Clause III. EXCLUSIONS is amended to include the following at the end thereof: This Policy does not apply to and We shall have no obligation to pay any Damages, Claim Expenses, or Supplemental Payments for any Claim: EC-A.based upon or arising out of any actual or alleged commingling of or inability or failure to safeguard funds. EC-B.based upon or arising out of any actual or alleged compilation of audited financial statements. EC-C.based upon or arising out of any actual or alleged performance or failure to perform audit attestation services. EC-D.based upon or arising out of any actual or alleged performance or failure to perform investment advisory services, including but not limited to the following: 1.the selection of any investment manager, investment advisory, custodial or similar firm; 2.the promise or guarantee of the future performance of value of investments, or rate of return or interest; 3.the fluctuation in the value of any security; 4.any failure of investments to perform as expected or desired; or 5.acting as an investment advisor as defined in Section 202 (11) of the Investment Advisors Act of 1940. EC-E.based upon or arising out of any actual or alleged services in connection with mergers and/or acquisitions. EC-F.based upon or arising out of any actual or alleged services in connection with the valuation of any entity or tangible or intangible property. EC-G.based upon or arising out of any actual or alleged promise, warranty or guarantee of the future value of any real or personal property. All other terms and conditions remain unchanged. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Hiscox Insurance Company Inc. Endorsement 2 NAMED INSURED: Emergency Resilience, LLC Education Consulting Services Endorsement Page 2 of 2 Endorsement effective:November 11, 2022 Policy No.:P100.720.740.2 Endorsement No:2 By: Kevin Kerridge (Appointed Representative) DPL E5011 CW (01/10) DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Hiscox Insurance Company Inc. Endorsement 3 NAMED INSURED: Emergency Resilience, LLC California Amendatory Endorsement Page 1 of 3 This endorsement modifies insurance provided under the following: PROFESSIONAL LIABILITY - ERRORS AND OMISSIONS INSURANCE In consideration of the premium charged, it is understood and agreed that the Policy is modified as follows: 1.Section V. OTHER MATTERS AFFECTING COVERAGE is amended to include the following at the end thereof: CANCELLATION Notice of Cancellation A.The Named Insured may cancel this Policy by giving Us advance written notice stating when thereafter such cancellation shall be effective. If the Named Insured cancels this Policy, the refund may be less than pro rata. Provided, however, if this Policy shall be cancelled by the Named Insured within 14 days of the inception of the Policy Period without having submitted a Claim, We shall return in full any premium amount actually paid to Us. In such event, the effective date of cancellation shall be deemed to be the inception date of the Policy Period. B.Policies In Effect For 60 Days or Less If this Policy has been in effect for sixty (60) days or less, and is not a renewal of a Policy We have previously issued, We may cancel this Policy by mailing or delivering to the Named Insured at the mailing address shown in the Declarations and to the producer of record, if any, advance written notice of cancellation stating the reason for cancellation at least : Ten (10) days before the effective date of cancellation if We cancel for: (a)Non-payment of premium; or (b)Discovery of fraud by: i.The Insured or the Insured's representative in obtaining this insurance; or ii.The Insured or the Insured's representative in pursuing a Claim under the Policy. Thirty (30) days before the effective date of cancellation if We cancel for any other reason. C.Policies In Effect For More Than 60 Days If this Policy has been in effect for more than sixty (60) days, We may also cancel this Policy by mailing or delivering to the Named Insured at the address shown in the Declarations, the producer of record, if any, written notice, including the reason for cancellation, stating when not less than thirty (30) days thereafter (or ten (10) days thereafter when cancellation is due to non-payment of premium or discovery of fraud), the cancellation shall be effective. We may only cancel this Policy for one or more of the following reasons: (a)Nonpayment of premium, including payment due on a prior policy issued by Us and due during the current policy term covering the same risks; (b)Discovery of fraud or material misrepresentation by: i.The Insured or the Insured's representative in obtaining this insurance; or ii.The Insured or the Insured's representative in pursuing a Claim under the Policy. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Hiscox Insurance Company Inc. Endorsement 3 NAMED INSURED: Emergency Resilience, LLC California Amendatory Endorsement Page 2 of 3 (c)A judgment by a court or an administrative tribunal that the Insured has violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against; (d)Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by the Insured or the Insured's representative, which materially increase any of the risks insured against; (e)Failure by the Insured or the Insured's representative to implement reasonable loss control requirements, agreed to by the Insured as a condition of policy issuance, or which were conditions precedent to Our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against; (f)A determination by the Commissioner of Insurance that the i.Loss of, or changes in, our reinsurance covering all or part of the risk would threaten Our financial integrity or solvency; or ii.Continuation of the policy coverage would: a.Place Us in violation of California law or the laws of the state where We are domiciled; or b.Threaten Our solvency. (g)A change by the Insured or the Insured's representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, is included in the Policy. D.The mailing of the notice of cancellation shall be sufficient proof of notice and this Policy shall terminate at the date and hour specified in such notice. If We cancel this Policy, any return premium shall be calculated pro rata. Payment or tender of any unearned premium by Us shall not be a condition precedent to the effectiveness of the cancellation, but such payment shall be made as soon as practicable. Nonrenewal A.If We elect not to renew this Policy, We will mail or deliver to the Named Insured written notice of nonrenewal, stating the reason for nonrenewal, not less than sixty (60) days, but not more than one hundred twenty (120) days before the end of the Policy Period. We will mail the notice of nonrenewal to the Named Insured at the last mailing address known Us. If the notice of nonrenewal is mailed, proof of mailing will be sufficient proof of notice. B.We are not required to send notice of nonrenewal in the following situations: (a)If the transfer or renewal of a policy, without any changes in terms, conditions or rates, is between Us and a member of Our insurance group. (b)If the policy has been extended for 90 days or less, provided that notice has been given in accordance with paragraph A above. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Hiscox Insurance Company Inc. Endorsement 3 NAMED INSURED: Emergency Resilience, LLC California Amendatory Endorsement Page 3 of 3 (c)If the Named Insured has obtained replacement coverage, or if the Named Insured has agreed, in writing, within 60 days of the termination of the Policy, to obtain that coverage. (d)If the Policy is for a period of no more than 60 days and the Named Insured is notified at the time of issuance that it will not be renewed. (e)If the Named Insured requests a change in the terms or conditions or risks covered by the Policy within 60 days of the end of the Policy Period. (f)If We made a written offer to the Named Insured, in accordance with the timeframes shown in paragraph A above, to renew the Policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. 2.Section VII. DEFINITIONS, Paragraph E Damages, is modified to the extent necessary to provide the following: Punitive and exemplary damages shall not be insurable in cases where California law governs the Claim. 3.The Policy is amended by adding the following Clause at the end thereof: Policy Conflicts To the extent any term or condition contained in the Policy or any Endorsement attached thereto conflicts with any term or condition contained in this or any other State Amendatory Endorsement attached to the Policy, such terms and conditions most favorable to the Insured shall apply. All other terms and conditions remain unchanged. Endorsement effective:November 11, 2022 Policy No.:P100.720.740.2 Endorsement No:3 By: Kevin Kerridge (Appointed Representative) DPL E5102 CA (01/10) DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Notices DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Policyholder Notice Electronic Delivery Page 1 of 1 INT N003 CW (01/19) If you received your insurance policy by email, it is because you have chosen electronic delivery of your policy documents and important notices, including cancellation and nonrenewal notices where permitted by law. We also will send any renewal policy documents to you by email at the address you have provided. If you are currently receiving paper documents and would like to have ease of retrieval and access and save on storage space, you will need to contact us and update your preferences. Most documents can be sent electronically within minutes. For electronic documents, you will need a computer or mobile device with Internet access and the ability to receive external emails. You also will need software such as Adobe Reader®that allows you to view and save PDF documents, and a printer to create paper copies. At any time you may request a paper copy of your policy,or you may withdraw your consent to receive documents by email. We will then send documents to you by US mail at no added cost. You must notify us if your email or street address changes. To update your email or street address, or to request paper documents,please contact us at 888-202-3007. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270 Hiscox Insurance Company Inc. ECONOMIC AND TRADE SANCTIONS POLICYHOLDER NOTICE INT N001 CW 01 09 Page 1 of 1 Hiscox is committed to complying with the U.S. Department of Treasury Office of Foreign Assets Control (OFAC) requirements. OFAC administers and enforces economic sanctions policy based on Presidential declarations of national emergency. OFAC has identified and listed numerous foreign agents, front organizations, terrorists, and narcotics traffickers as Specially Designated Nationals (SDN’s) and Blocked Persons. OFAC has also identified Sanctioned Countries. A list of Specially Designated Nationals, Blocked Persons and Sanctioned Countries may be found on the United States Treasury’s web site http://www.treas.gov/offices/enforcement/ofac/. Economic sanctions prohibit all United States citizens (including corporations and other entities) and permanent resident aliens from engaging in transactions with Specially Designated Nationals, Blocked Persons and Sanctioned Countries. Hiscox may not accept premium from or issue a policy to insure property of or make a claim payment to a Specially Designated National or Blocked Person. Hiscox may not engage in business transactions with a Sanctioned Country. A Specially Designated National or Blocked Person is any person who is determined as such by the Secretary of Treasury. A Sanctioned Country is any country that is the subject of trade or economic embargoes imposed by the laws or regulations of the United States. In accordance with laws and regulations of the United States concerning economic and trade embargoes, this policy may be rendered void from its inception with respect to any term or condition of this policy that violates any laws or regulations of the United States concerning economic and trade embargoes including, but not limited to the following: (1) Any insured under this Policy, or any person or entity claiming the benefits of such insured, who is or becomes a Specially Designated National or Blocked Person or who is otherwise subject to US economic trade sanctions; (2) Any claim or suit that is brought in a Sanctioned Country or by a Sanctioned Country government, where any action in connection with such claim or suit is prohibited by US economic or trade sanctions; (3) Any claim or suit that is brought by any Specially Designated National or Blocked Person or any person or entity who is otherwise subject to US economic or trade sanctions; (4) Property that is located in a Sanctioned Country or that is owned by, rented to or in the care, custody or control of a Sanctioned Country government, where any activities related to such property are prohibited by US economic or trade sanctions; or (5) Property that is owned by, rented to or in the care, custody or control of a Specially Designated National or Blocked Person, or any person or entity who is otherwise subject to US economic or trade sanctions. Please read your Policy carefully and discuss with your broker/agent or insurance professional. You may also visit the US Treasury’s website at http://www.treas.gov/offices/enforcement/ofac/. DocuSign Envelope ID: B5F197C3-D55A-4A3C-8E67-0827D9750270