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1 - Original Submission_ PSNMF Liability insurance for 2021
aeweb T56 Affinity Nonprofits is the program name for the brokerage and program administration operations of Affinity Insurance Services, Inc. (TX 13695); (AR 100106022); in CA & MN, AIS Affinity Insurance Agency, Inc. (CA 0795465); in OK, AIS Affinity Insurance Services, Inc.; in CA, Aon Affinity Insurance Services, Inc. (CA 0G94493), Aon Direct Insurance Administrators and Berkely Insurance Agency and in NY, AIS Affinity Insurance Agency. Affinity Nonprofits | 2001 K Street, NW, Suite 625 North | Washington, DC 20006 toll-free: 800-432-7465 | fax: 800-701-1982 | www.affinitynonprofits.com November 24, 2020 Insurance Policy Enclosed George Bieda Puget Sound Naval Museum Foundation 251 First Street Bremerton, WA 98337 Subject: Directors & Officers Insurance Policy Number: NFP0131720-03 Insurance Carrier: Arch Insurance Group Policy Period: 02/15/2021 to 02/15/2022 Dear George: Your new insurance policy is enclosed. We have also enclosed our invoice. This policy qualifies for automatic renewal because no claims or material changes to this risk have been reported during the expiring policy period. If there have been any claims or material changes to the insurable risk during the past year this renewal offer is void ab initio and you must contact our office to review available renewal terms. The renewal policy enclosed may contain an increase in premium as well as other changes in terms and conditions. The premium is indicated on the renewal policy declarations page. This will serve as your only notice of any such changes. Please remit payment in full, including a $35 policy administrative charge, no later than the date provided on the invoice. Untimely payment may result in cancellation pursuant to the terms and conditions of the policy. Please review and verify the information included. If any changes need to be made, please contact us prior to the inception of the Policy Period. If you have any questions, or would like additional information, please feel free to call us at 800-432-7465 Monday through Friday from 8:00 a.m. to 5:00 p.m. Eastern Standard Time. You may also contact us at info@affinitynonprofits.com. Thank you for your business. We look forward to serving you. Sincerely, Jason Tharpe Vice President The individual servicing this account will be: Kendra Walker Phone Number: 202-429-8521 Fax Number: 847-953-2652 Email: kendra.walker@affinitynonprofits.com Enclosures DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 ML0065 00 06 07 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 U.S. TREASURY DEPARTMENT’S OFFICE OF FOREIGN ASSETS CONTROL (“OFAC”) ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully. The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of “national emergency”. OFAC has identified and listed numerous: ● Foreign agents; ● Front organizations; ● Terrorists; ● Terrorist organizations; and ● Narcotics traffickers; as “Specially Designated Nationals and Blocked Persons”. This list can be located on the United States Treasury’s web site – http://www.treas.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 MLT0027 00 01 15 Page 1 of 1 TERRORISM COVERAGE DISCLOSURE NOTICE TERRORISM COVERAGE PROVIDED UNDER THIS POLICY The Terrorism Risk Insurance Act of 2002 as amended and extended by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as the “Act”) established a program within the Department of the Treasury, under which the federal government shares, with the insurance industry, the risk of loss from future terrorist attacks. An act of terrorism is defined as any act certified by the Secretary of the Treasury, in consultation with the Secretary of Homeland Security and the Attorney General of the United States, to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of an air carrier or vessel or the premises of a United States Mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. In accordance with the Act, we are required to offer you coverage for losses resulting from an act of terrorism that is certified under the federal program as an act of terrorism. The policy’s other provisions will still apply to such an act. Your decision is needed on this question: do you choose to pay the premium for terrorism coverage stated in this offer of coverage, or do you reject the offer of coverage and not pay the premium? You may accept or reject this offer. If your policy provides commercial property coverage, in certain states, statutes or regulations may require coverage for fire following an act of terrorism. In those states, if terrorism results in fire, we will pay for the loss or damage caused by that fire, subject to all applicable policy provisions including the Limit of Insurance on the affected property. Such coverage for fire applies only to direct loss or damage by fire to Covered Property. Therefore, for example, the coverage does not apply to insurance provided under Business Income and/or Extra Expense coverage forms or endorsements that apply to those coverage forms, or to Legal Liability coverage forms or Leasehold Interest coverage forms. Your premium will include the additional premium for terrorism as stated in the section of this Notice titled DISCLOSURE OF PREMIUM. DISCLOSURE OF FEDERAL PARTICIPATION IN PAYMENT OF TERRORISM LOSSES The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals 85% in 2015, 84% in 2016, 83% in 2017, 82% in 2018, 81% in 2019, and 80% in 2020 of that portion of the amount of such insured losses that exceeds the applicable insurer deductible during Calendar Year 2015 and each Calendar Year thereafter through 2020. DISCLOSURE OF CAP ON ANNUAL LIABILITY If the aggregate insured terrorism losses of all insurers exceed $100,000,000,000 during any Calendar Year provided in the Act, the Secretary of the Treasury shall not make any payments for any portion of the amount of such losses that exceed $100,000,000,000, and if we have met our insurer deductible, we shall not be liable for the payment of any portion of such losses that exceeds $100,000,000,000. DISCLOSURE OF PREMIUM Your premium for terrorism coverage is: $0 (This charge/amount is applied to obtain the final premium.) You may choose to reject the offer by signing the statement below and returning it to us. Your policy will be changed to exclude the described coverage. If you chose to accept this offer, this form does not have to be returned. REJECTION STATEMENT I hereby decline to purchase coverage for certified acts of terrorism. I understand that an exclusion of certain terrorism losses will be made part of this policy. Puget Sound Naval Museum Foundation Policyholder/Legal Representative/Applicant’s Signature Named Insured Arch Insurance Company (AIC) Print Name of Policyholder/Legal Representative/Applicant Insurance Company Date: Policy Number: NFP0131720-03 DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF ED-06141801 Arch Insurance Group is pleased to offer a comprehensive risk management service to help manage your workforce proactively and reduce your exposure to employment claims. Arch Insurance Group has developed this program in conjunction with Littler Mendelson, P.C. Littler is the largest employment and labor law firm in the world with more than 1,500 attorneys in over 75 offices. This comprehensive program includes: Online Resources via Littler Edge® Website Littler Edge is an online tool designed to help you with your employment and labor law compliance efforts. The site provides access to the best of Littler’s collective knowledge and experience, all in one location at: www.ArchEmploymentSolutions.com The site includes: • Key workplace legal developments, news, and updates; • A comprehensive database of HR Policies, including template documents and checklists on hiring, performance management, anti-discrimination, sexual harassment, overtime, employee handbooks and other topics; • A full catalog of federal and state legal forms and guides; • In-depth coverage of the most pressing compliance issues facing employers today; • Littler GPS 50-state surveys; and • Fastcase legal research service – the leading next-generation legal research website. While on the website, you may also learn about and register for upcoming Littler webinars, podcasts, training programs and in-person seminars. Hotline Services Provided by Littler Littler provides a confidential call-in “Hotline” for Arch Insurance Group insureds to ask questions about workplace concerns and to obtain guidance from an experienced employment attorney at the nation’s largest employment law firm. To access the hotline, dial the toll-free number at 1-833-437-5216 and provide the name of your company, the Arch policy number and your contact information. An attorney at Littler will promptly call to assist you regarding HR or employment law questions, such as handling a termination, discipline or harassment issue. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF ADDITIONAL COVERAGE AVAILABLE FOR PURCHASE: SEPARATE LIABILITY LIMITS OPTION ADDITIONAL PREMIUM REQUIRED TO BIND THIS OPTION: $75 TO BIND THIS OPTIONAL COVERAGE: ADD THE PREMIUM ABOVE TO THE TOTAL OWED ON THE ENCLOSED INVOICE, AND INCLUDE A COPY OF THIS ORDER FORM WITH PAYMENT. ALL ITEMS MUST BE RECEIVED WITHIN 30 DAYS OF POLICY’S EFFECTIVE DATE. NOTE: The current policy has Shared Liability Limits between the D&O, EPL, and Fiduciary (if purchased) Liability Coverage Parts. The Separate Liability Limits Option provides separate limits for each purchased coverage part in lieu of one shared aggregate limit. By purchasing separate limits you effectively prevent a claim on one liability coverage part from eroding protection available under another. Please endorse policy NFP0131720-03 to include this option: SIGNATURE TITLE DATE FOR MORE INFORMATION ON THIS IMPORTANT COVERAGE ENHANCEMENT, PLEASE CALL US AT 800-432-7465. WE’RE MORE THAN HAPPY TO HELP. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF THIS DOCUMENT PROVIDES SUMMARY INFORMATION ONLY. INSURANCE COVERAGE IS SUBJECT TO SPECIFIC TERMS, LIMITATIONS AND EXCLUSIONS, AND MAY NOT BE AVAILABLE IN ALL STATES. Affinity Nonprofits is the program name for the brokerage and program administration operations of Affinity Insurance Services, Inc. (TX 13695); (AR 100106022); in CA & MN, AIS Affinity Insurance Agency, Inc. (CA 0795465); in OK, AIS Affinity Insurance Services, Inc.; in CA, Aon Affinity Insurance Services, Inc. (CA 0G94493), Aon Direct Insurance Administrators and Berkely Insurance Agency and in NY, AIS Affinity Insurance Agency. © 2017 Affinity Nonprofits Cyber Solicitation Cyber attacks and their associated costs are on the rise, and nonprofits are increasingly the target. Compromised personal data, system outages and ransom demands can cripple an organization’s ability to function. Affinity Nonprofits and Arch Insurance Company have partnered to bring you a Cyber Insurance Policy, NetsSafe, to address the new exposures that spawn from an increasingly technology dependent society. Two levels of protection are available with premiums starting as low as $335. As a Directors and Officers Insurance policyholder you know how important it is to protect your organization’s assets. We encourage you to consider this additional protection. BASIC FORM: Network Security and Privacy Liability plus Data Incident Response Arch has partnered with some of the world’s most well-regarded experts in the field of cyber security to provide risk management and breach response services. In the event of a covered claim, coverage includes expert legal counsel, computer forensic investigatory services, notification and credit monitoring costs, identity theft call center services, and the costs to restore or recreate electronic data that was damaged or destroyed. ENHANCED FORM: also Includes Cyber Business Interruption & Cyber Extortion An enhanced Form is also available for an extra cost. This form provides two coverages not provided in the basic form: Business interruption and Extortion. Business interruption coverage pays for the reasonable costs that would not have been incurred but for the breach, plus net income incurred after the breach that could have been earned or net loss that could have been avoided. The Extortion coverage pays the extortion/ransom payment to terminate or end a potential cyber security or privacy threat along with investigation services to determine the cause of the threat. How to Bind a Cyber Insurance Policy for Your Nonprofit – No application needed! Choose Either the “Basic Form” or “Enhanced Form” – Then in applicable chart below: Select Your Desired Limit, write-in the desired premium below, sign & return the form to: DNOCUSTOMERSERVICE@AFFINITYNONPROFITS.COM to receive your new Cyber policy & invoice. Quotation provided for: Puget Sound Naval Museum Foundation Annual Policy Limit Deductible (Each Claim) Basic Form Premium Enhanced Form Premium $50,000 $1,000 $335 $537 $100,000 $1,000 $380 $608 $250,000 $2,500 $460 $736 $500,000 $5,000 $615 $984 $1,000,000 $10,000 $850 $1,360 Write in the Premium applicable to the Annual Policy Limit and Form you wish to Bind: $ Coverage effective date will equal the D&O Insurance Policy effective date of 02/15/2021. Please contact us if you desire a different effective date. Payment is due within 30 days of binding. With my signature below, I confirm the order of the Cyber policy at the limit above for Puget Sound Naval Museum Foundation. Please send me the policy and invoice. Contact Name: Contact Signature: Date: Administered by: Underwritten by: DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF Insurance coverage is underwritten by one or more member companies of Arch Insurance Group in North America, which consists of (1) Arch Insurance Company (a Missouri corporation, NAIC # 11150) with admitted assets of $3.74 billion, total liabilities of $2.87 billion and surplus to policyholders of $875.38 million, (2) Arch Specialty Insurance Company (a Missouri corporation, NAIC #21199) with admitted assets of $512.72 million, total liabilities of $215.26 million and surplus to policyholders of $297.45 million, (3) Arch Excess & Surplus Insurance Company (a Missouri corporation, NAIC # 10946) with admitted assets of $66.25 million, total liabilities of $612,846 and surplus to policyholders of $65.64 million and (4) Arch Indemnity Insurance Company (a Missouri corporation, NAIC# 30830) with admitted assets of $76.19 million, total liabilities of $48.43 million and surplus to policyholders of $27.76 million. All figures are as shown in each entity’s respective Quarterly Statement for the quarter ended September 30, 2016. Executive offices are located at One Liberty Plaza, New York, NY 10006. Not all insurance coverages or products are available in all jurisdictions. Coverage is subject to actual policy language. This information is intended for use by licensed insurance producers. The information contained in this document is for general information only. It is intended to provide a general overview of the services and products offered. Only the relevant policy can provide the actual terms, coverages, amounts, conditions and exclusions. All coverages are not available in all states. This document is not intended to be advertising or solicitation in states where the local regulations prohibit such usage. Affinity Nonprofits is the program name for the brokerage and program administration operations of Affinity Insurance Services, Inc. (TX 13695); (AR 100106022); in CA & MN, AIS Affinity Insurance Agency, Inc. (CA 0795465); in OK, AIS Affinity Insurance Services, Inc.; in CA, Aon Affinity Insurance Services, Inc. (CA 0G94493), Aon Direct Insurance Administrators and Berkely Insurance Agency and in NY, AIS Affinity Insurance Agency. © 2017 Affinity Nonprofits F-12386-1017 Directors’ and Officers’ (D&O) Liability Insurance Program Provided Exclusively by Affinity Nonprofits and Arch Insurance Company Endorsed by the Council on Foundations (COF) Cyber Liability Coverage Extension: Reimburses expenses resulting from network security breaches. Includes up to $100,000 for notification and monitoring costs, as well as public relations firm to aid in image restoration. Duty-to-Defend Coverage: Arch will assign experienced defense counsel for covered claims, even if allegations are groundless, false, or fraudulent. Broad Definition of Insured: Includes the Foundation and any director, officer, trustee, committee member, employee or volunteer. Employee definition includes part-time, seasonal, temporary, and leased employees. Employment Practices Liability Coverage: Protects against employee related allegations of discrimination, wrongful termination and sexual harassment, as well as failure to hire or promote. Third Party Coverage: Protects against third party allegations of discrimination and sexual harassment. Expanded Claim Trigger: Broadened wording to include Insureds once identified in a Wells Notice, subpoena or target letter as a target against whom a formal proceeding may be commenced. Defense Costs Outside the Limit of Liability Options: Amount of limits varies by insured. Uncapped defense costs may be available. Helps to preserve policy limit for indemnity payments. Personal Injury & Publishers Liability Coverage: Protects against allegations of libel, slander and copyright or trademark infringement. Broadened wording includes coverage for electronic media. Fair Labor Standards Act (FLSA) Sublimit: Provides a defense cost sublimit for Wage and Hour claims. Insureds outside of California, with under 15 employees, are eligible for limits as high as $500,000. First Party Coverage Enhancements: See our separate highlight sheet on the Arch Strength Endorsement to learn more about over a dozen additional first party coverage features. 10% Premium Credit: We are pleased to offer both COF members and Regional Association of Grantmakers members a 10% premium credit for directors’ and officers’ liability insurance. IRS Fines and Penalties Coverage: Defense costs coverage provided for alleged violations of IRS tax code provisions. This feature protects the Foundation against allegations of self-dealing, jeopardizing investments and taxable expenditures. Breach of Contract Coverage (Defense Costs): Provides defense for allegations of non-employment related breach of contract. Free Fiduciary Liability Coverage Sublimit: Provides a $250,000 sublimit defense AND settlement for allegations of mismanagement of employee benefit plans. This includes $100,000 in Settlement Program Coverage and $25,000 in HIPAA. Fundraising Fraud Coverage: Provides a $250,000 sublimit for public relations and related costs should the Foundation learn that a third party has improperly used the Foundation’s name to solicit funds. Excess Benefit Transaction Excise Tax: Provides coverage for defense costs as well as up to $250,000 in penalties pertaining to IRS section 4958, 4941(a)(2), 4965(a)(2), 4966(a)(2) and 4967(a)(2), for both Public and Private Foundations. Fiscal Sponsor Activities Coverage: Provides protection for the Foundation and its employees acting in a fiscal sponsorship capacity for other nonprofits. Optional Coverage Parts: Fiduciary Liability – Protects against allegations of mismanagement of employee benefit plans. Crime Coverage – Reimburses loss caused by theft, robbery, forgery or alteration, computer fraud, and currency fraud. Kidnap & Ransom – Reimburses loss caused by kidnapping and extortion type incidents, including ransom payments, defense costs for negligent mishandling of incidents, and response costs to incidents (i.e., security consultant, public relations, negotiator, etc.) Arch Insurance Company is rated A+ (Superior), XV ($2 billion or more in capital and surplus and conditional reserves) by A.M. Best Co. Contact us or have your agent call 1.800.432.7465 or email us at info@affinitynonprofits.com Endorsed by: Underwritten by: Administered by: | 2001 K Street, NW, Suite 625 North ● Washington, DC 20006 ● www.affinitynonprofits.com ● 800.432.7465 ● info@affinitynonprofits.com DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF The information contained in this document is for general information only. It is intended to provide a general overview of the services and products offered. Only the relevant policy can provide the actual terms, coverages, amounts, conditions and exclusions. All coverages are not available in all states. This document is not intended to be advertising or solicitation in states where the local regulations prohibit such usage. Affinity Nonprofits is the program name for the brokerage and program administration operations of Affinity Insurance Services, Inc. (TX 13695); (AR 100106022); in CA & MN, AIS Affinity Insurance Agency, Inc. (CA 0795465); in OK, AIS Affinity Insurance Services, Inc.; in CA, Aon Affinity Insurance Services, Inc. (CA 0G94493), Aon Direct Insurance Administrators and Berkely Insurance Agency and in NY, AIS Affinity Insurance Agency. © 2016 Affinity Nonprofits F-12388-1116 First Party Coverage Enhancements provided under the Arch Strength Endorsement Directors’ & Officers’ Liability Insurance Affinity Nonprofits has been providing insurance to the nonprofit community for over 35 years. Together with Arch Insurance Company, rated A+ (Superior) by A.M. Best Company, we are dedicated to providing comprehensive, affordable solutions to the nonprofit organizations that are the cornerstone of our communities. In keeping with that mission, we are excited to introduce the Arch Strength Endorsement to our Directors’ & Officers’ Liability Insurance policy crafted for nonprofit organizations. The first party coverage items available under the Strength Endorsement combine with the broad coverage available under the Arch D&O to form one of the most robust policy offerings available in the market today. Arch Strength Endorsement Limit Description Business Travel Accident $50,000 Reimbursement of travel accident costs if the insured person suffers injury while traveling on insured business. Conference Cancellation $25,000 Reimbursement of business related expenses when an employee is scheduled to attend a conference that is cancelled due to a natural catastrophe or communicable disease outbreak. Destroyed Records $25,000 Reimbursement of expenses required to reconstruct paper or electronic business records which are lost during a natural catastrophe or terrorism related event. Death Benefit $50,000 Payment to the insured for terrorism related death of an executive. Donation Failure $50,000 Reimbursement for any donation pledged by and not received due to bankruptcy, unemployment or incapacitation of the donor which prevents them from honoring the pledge. Emergency Real Estate Fees $50,000 Reimbursement for real estate consulting fees resulting from the relocation of the insured’s office due to the unforeseeable destruction of the office. Immigration $25,000 Reimbursement of civil fines or penalties incurred for non-willful violations of the U.S. Immigration and Nationality Act. Fundraising Event Power Outage $25,000 Reimbursement of costs incurred when a fundraising event is cancelled due to a power outage. Identity Theft $50,000 Reimbursement of notarization costs and loan application fees required by financial institutions, as well as mailing costs to law enforcement or credit agencies, due to an act of identity theft. Executive Replacement $50,000 Reimbursement of costs associated with finding a replacement if an executive suffers an accidental injury that results in their death. Kidnapping $50,000 Reimbursement of response costs if an executive, their spouse, domestic partner, parent or child is kidnapped. Repatriation $10,000 per employee / $50,000 aggregate Reimbursement of travel expenses, lodging and compensation of an employee from a country they reside in to the nearest place of safety or to a country in which the insured person is a legal resident. Temporary Meeting Space $25,000 Reimbursement for the costs of renting meeting space due to the temporary unavailability of the insured’s office due to terrorism, natural catastrophe, or failure of a climate control system. Terrorism Travel $50,000 Reimbursement of an executive’s hotel and travel costs if stranded due to a terrorism related event. Trip Cancellation $2,500 Reimbursement of meals, lodging and alternate transportation costs resulting from the cancellation of a regularly scheduled business trip. Call us or have your agent call 1.800.432.7465 or email us at info@affinitynonprofits.com Underwritten by: Administered by: | Affinity Nonprofits ● 2001 K Street, NW, Suite 625 North ● Washington, DC 20006 ● www.affinitynonprofits.com DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 05 PCD0303 00 07 10 Page 1 of 4 Insurance Group® ARCH INSURANCE COMPANY (A Missouri Corporation) Home Office Address: 3100 Broadway, Suite 511 Kansas City, MO 64111 Administrative Address: One Liberty Plaza, 53rd Floor New York, NY 10006 Tel: (800) 817-3252 ARCH CANOPY POLICY FOR NONPROFIT ORGANIZATIONSSM NOTICE: THE LIABILITY COVERAGE PARTS OF THIS POLICY PROVIDE CLAIMS MADE COVERAGE. EXCEPT AS OTHERWISE PROVIDED, SUCH COVERAGE APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSUREDS DURING THE POLICY PERIOD AND REPORTED TO THE INSURER NO LATER THAN 60 DAYS AFTER THE END OF THE POLICY PERIOD. EACH APPLICABLE LIMIT OF LIABILITY SHALL BE REDUCED, AND MAY BE EXHAUSTED, BY DEFENSE COSTS PAYMENTS. IF ANY LIMIT OF LIABILITY IS EXHAUSTED, THE INSURER SHALL HAVE NO FURTHER LIABILITY FOR THE COVERAGE TO WHICH SUCH LIMIT APPLIES, INCLUDING LIABILITY FOR DEFENSE COSTS. ALL LOSS PAYMENTS, INCLUDING DEFENSE COSTS PAYMENTS, SHALL APPLY TO THE DEDUCTIBLE. NOTICE: A DEFINITION OF CLAIM IS OUTLINED IN EACH COVERAGE PART AND IS CRITICAL TO COVERAGE AFFORDED. PLEASE READ THIS POLICY CAREFULLY. DECLARATIONS Policy No.: NFP0131720-03 Item 1. Named Organization & Address: Puget Sound Naval Museum Foundation 251 First Street Bremerton, WA 98337 Item 2. Policy Period: From: To: 02/15/2021 02/15/2022 12:01 a.m. local time at the address stated in Item 1 Item 3. Policy Premium: $521.00 Taxes, Surcharges and other Assessments, if applicable Premium Attributable to Terrorism Risk Insurance: $0 Included in Policy Premium X In Addition to Policy Premium Item 4. Extended Reporting Period (Liability Coverage Parts only): Additional Period: Additional Premium: 1 year 50% of annual premium DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 05 PCD0303 00 07 10 Page 2 of 4 Item 5. Notices to Insurer: Claims or Potential Claims: Arch Insurance Company Executive Assurance Claims 10909 Mill Valley Road, Suite 210 P.O. Box 542033 Omaha, NE 68154 Phone: 877 688-ARCH (2724) Fax: 866 266-3630 E-mail: Claims@ArchInsurance.com All Other Notices: Affinity Nonprofits Program Administrator 2001 K Street, NW, Suite 625 North Washington, DC 20006 Phone: 800-432-7465 Fax: 800-701-1982 Email: info@affinitynonprofits.com Item 6. Coverage Elections: Only those Coverage Parts, Insuring Agreements, and Options designated with an X are included under this policy. X Liability Coverage Parts Aggregate Limit of Liability Option: $1,000,000 X Defense Costs Outside the Aggregate Limit of Liability Option: Unlimited X Nonprofit Organization Liability Coverage Part: Limit of Liability: $1,000,000 Insuring Agreement Sublimit of Liability Deductible Each Claim Pending and Prior Litigation Date A. Insured Person Liability $1,000,000 None 02/15/2015 B. Organization Reimbursement $1,000,000 $1,000 02/15/2015 C. Organization Liability $1,000,000 $1,000 02/15/2015 D. Derivative Demands $250,000 None 02/15/2015 E. Crisis Management Costs for a Network Security Breach or Privacy Violation $250,000 None 02/15/2015 Extension Sublimit of Liability Excess Benefit Transaction Excise Tax $250,000 X Defense Costs Outside the Limit of Liability Option Unlimited DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 05 PCD0303 00 07 10 Page 3 of 4 X Employment Practices Liability Coverage Part: Limit of Liability: $1,000,000 Insuring Agreement Sublimit of Liability Deductible Each Claim Pending and Prior Litigation Date A. Employment Practices Liability $1,000,000 $1,000 02/15/2015 B. Third Party Liability $1,000,000 $1,000 02/15/2015 X Defense Costs Outside the Limit of Liability Option Unlimited X Fiduciary Liability Coverage Part: Limit of Liability Deductible Each Claim Pending and Prior Litigation Date $250,000 $0 02/15/2015 Defense Costs Outside the Limit of Liability Option Crime Coverage Part: Insuring Agreement Limit of Liability Deductible Options A. Employee Theft Loss Sustained or B. Customer Property Loss Discovered C. Inside the Premises D. Outside the Premises E. Forgery or Alteration (If neither box above is designated with an X, this Policy shall be issued on a Loss Sustained basis) F. Computer Fraud or Fraudulent Transfer Instructions Investigation Costs Coverage – Sublimit of Liability: G. Currency Fraud DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 05 PCD0303 00 07 10 Page 4 of 4 Kidnap, Ransom & Extortion Coverage Part: Insuring Agreement Limit of Liability Deductible Options A. Kidnap, Ransom & Extortion B. Custody C. Claims Costs D. Response Costs F. Repatriation Costs Coverage – Limit of Liability: Deductible: 1. R&R Sublimit E. Personal Injury Benefits 1. Death: 2. Mutilation: 3. Other Injury: G. Recall Costs Coverage – Limit of Liability: Deductible: Security Consultant: Control Risks Group United States: 1-800-831-1985 Global: +44 20 7939 8900 Item 7. Endorsements: See attached schedule of endorsements and notices. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 05 ML0002 00 12 14 Page 1 of 1 Signature Page IN WITNESS WHEREOF, Arch Insurance Company has caused this policy to be executed and attested. John Mentz President Patrick K. Nails Secretary DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 ML0012 00 09 04 Page 1 of 1 SCHEDULE OF FORMS AND ENDORSEMENTS INSURED: Puget Sound Naval Museum Foundation TERM: 02/15/21 to 02/15/22 POLICY NUMBER: NFP0131720-03 ENDT NO. FORM NO. TITLE 05 ML0002 00 12 14 Arch Signature Page 00 PCD0306 00 07 10 General Provisions 00 PCD0305 00 07 10 Nonprofit Organization Liability Coverage Part 00 PCD0074 00 04 07 Employment Practices Liability Coverage Part 00 PCD0075 00 04 07 Fiduciary Liability Coverage Part 1 00 PCD0501 00 10 16 Workplace Violence Coverage 2 00 PCD0489 48 05 16 Washington Arch Strength Endorsement 3 00 PCD0502 00 10 16 Amend Definitions of Executive (Is, Was, or Shall Be) and Insured Person (Insured Capacity Duration) 4 00 PCD0511 00 09 17 Foundation Endorsement 5 00 PCD0545 00 11 17 Outside Organization Exclusion - With Whom Insured Persons Serve in an Outside Capacity 6 00 ME5621 00 02 20 Insured Organization versus Insured Exclusion 7 00 PCD0323 00 11 10 Immigration Investigation - Defense Costs Sublimit 8 00 PCD0486 00 12 18 NFP Wage and Hour Exclusion - Defense Costs Sublimit 9 00 PCD0514 00 11 16 Amend Definition of Third Party 10 00 ME5638 00 02 20 Nonprofit Arch Canopy Premier 11 00 PCD0573 00 02 20 Late Notice of EEOC Charge 12 00 PCD0264 00 04 10 Amend Extended Reporting Period - 60 Days 13 00 PCD0458 00 01 13 Amend Post Policy Reporting - 90 Days 14 00 PCD0315 48 08 10 Washington Amendatory Endorsement DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF GENERAL PROVISIONS FOR NONPROFIT ORGANIZATIONS TABLE OF CONTENTS 1. APPLICABILITY OF GENERAL PROVISIONS 2. DEFINITIONS 3. COVERAGE TERRITORY 4. SPOUSAL, DOMESTIC PARTNER, ESTATE AND LEGAL REPRESENTATIVE COVERAGE 5. EXTENDED REPORTING PERIOD 6. LIMIT OF LIABILITY 7. DEDUCTIBLE 8. DEFENSE OF CLAIMS 9. CLAIM AND POTENTIAL CLAIM NOTICES 10. INTERRELATED CLAIMS 11. ALLOCATION 12. SUBROGATION 13. OTHER INSURANCE 14. CORPORATE TRANSACTIONS 15. APPLICATION & SEVERABILITY 16. SUITS AGAINST THE INSURER 17. ENTIRE AGREEMENT 18. CHANGES 19. ASSIGNMENT 20. NAMED ORGANIZATION’S AUTHORITY 21. CANCELLATION 22. BANKRUPTCY 23. NOTICES 24. TITLES 25. REFERENCES TO LAWS 26. COVERAGE PART COORDINATION DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0306 00 07 10 Page 1 of 11 In consideration of the payment of the premium and in reliance upon the Application, the Insurer specified in the Declarations (the “Insurer”) and the Insureds agree as follows: GENERAL PROVISIONS 1. APPLICABILITY OF GENERAL PROVISIONS A. Except as specifically provided herein, the General Provisions apply to all Coverage Parts. B. Except as specifically provided therein, the provisions of each Coverage Part apply to such Coverage Part only. C. If there is a conflict between the General Provisions and any Coverage Part, the provisions of the Coverage Part shall control. 2. DEFINITIONS Whether used in the singular or plural, the following terms shall have the meanings specified below: A. “Application” means the application for this Policy, including any information and materials submitted therewith or incorporated therein. “Application” also means any application, including any information and materials submitted therewith or incorporated therein, for any insurance policy in an uninterrupted series of policies issued by the Insurer, or any insurance company controlling, controlled by or under common control with the Insurer, of which this Policy is a direct or indirect renewal or replacement. The Application shall be deemed attached to and is incorporated into this Policy. B. “Claim” shall have the meaning specified in each Liability Coverage Part. C. “Claim Manager” means any natural person who is a chief executive officer, executive director, chief financial officer, president, general counsel, risk manager or any equivalent position, of an Insured Organization. D. “Debtor in Possession” means a “debtor in possession” as defined in Chapter 11 of the United States Bankruptcy Code or any similar law. E. “Defense Costs” means reasonable and necessary fees and expenses incurred in the defense or appeal of a Claim, including Extradition Costs. Defense Costs shall include the premium for any appeal, attachment or similar bond, provided that the Insurer shall have no obligation to issue such bond. Defense Costs shall not include any compensation, benefit expenses, or overhead of any Insureds. F. “Domestic Partner” means any natural person qualifying as a domestic partner under any federal, state or local law or under the provisions of any formal program established by any Insured Organization. G. “Employee” shall have the meaning specified in each Coverage Part. H. “ERISA” means the Employee Retirement Income Security Act of 1974, the English Pension Scheme Act 1993, the English Pensions Act 1995, or any similar law. I. “Executive” shall have the meaning specified in each Coverage Part. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0306 00 07 10 Page 2 of 11 J. “Extradition Costs” means fees and expenses incurred by an Insured Person to lawfully oppose, challenge, resist or defend against any request for extradition of such Insured Person from his or her current country of employment and domicile to any other country for any criminal trial, including the appeal of any order or other grant of extradition of such Insured Person. K. “Independent Contractor” means any natural person working for an Insured Organization in the capacity of an independent contractor pursuant to an express contract or agreement with such Insured Organization governing the nature of such person’s engagement. L. “Insolvency” means the status of any Insured Organization due to: 1. the appointment of any conservator, liquidator, receiver, trustee, or similar official to control, supervise, or liquidate such Insured Organization; or 2. such Insured Organization becoming a Debtor in Possession. M. “Insured Organization” means: 1. the Named Organization; or 2. any Subsidiary; including any such organization as a Debtor in Possession. N. “Insured Person” shall have the meaning specified in each Coverage Part. O. “Insured” shall have the meaning specified in each Coverage Part. P. “Interrelated Wrongful Acts” means Wrongful Acts that have as a common nexus any fact, circumstance, situation, event, transaction, cause or series of causally connected facts, circumstances, situations, events, transactions or causes. Q. “Liability Coverage Part” means any Coverage Part of this Policy other than the Crime Coverage Part and Kidnap, Ransom & Extortion Coverage Part. R. “Loss” shall have the meaning specified in each Coverage Part. S. “Named Organization” means the organization named in Item 1 of the Declarations. T. “Non-Indemnifiable Loss” means any Loss incurred by an Insured Person that all Insured Organizations cannot indemnify because of: 1. legal prohibition; or 2. Insolvency. U. “Policy Period” means the period specified in Item 2 of the Declarations, subject to any cancellation prior to the scheduled expiration date. V. “Pollutants” means any solid, liquid, gaseous, biological, radiological or thermal contaminant or irritant, including, without limitation, smoke, vapor, soot, fumes, acids, alkalis, chemicals, mold, fungi, odors, noise, lead, oil or oil products, radiation, asbestos or asbestos containing products, waste or any electric, magnetic, or electromagnetic field of any DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0306 00 07 10 Page 3 of 11 frequency. “Waste” includes, without limitation, material to be recycled, reconditioned, or reclaimed. Pollutants also means any substance identified on a list of hazardous substances issued by any governmental agency, including, without limitation, the Environmental Protection Agency. W. “Senior Executive” means any natural person who is a chief executive officer, executive director, chief financial officer, president, general counsel, trustee, or chairperson or any equivalent position of an Insured Organization. X. “Subsidiary” means any: 1. not-for-profit entity while the Named Organization owns or controls, directly or indirectly, the right to elect or appoint more than 50% of the directors or trustees of the corporate governing board of such entity; or 2. for-profit or other entity listed as a Subsidiary in a written endorsement issued by the Insurer. Y. “Wrongful Act” shall have the meaning specified in each Liability Coverage Part. 3. COVERAGE TERRITORY This Policy shall apply on a worldwide basis. 4. SPOUSAL, DOMESTIC PARTNER, ESTATE AND LEGAL REPRESENTATIVE COVERAGE Subject to the provisions of this Policy, coverage shall apply to a Claim made against the lawful spouse or Domestic Partner of an Insured Person, or if an Insured Person dies, becomes incapacitated, or files for bankruptcy, such Insured Person’s estate, heirs, assigns, or legal representatives, provided that: A. such Claim arises solely out of: 1. such person’s status as a spouse, Domestic Partner, trustee, beneficiary, heir, assignee or legal representative of such Insured Person; or 2. such person’s ownership of property sought as recovery for a Wrongful Act; B. the Insured Person is named in such Claim along with such persons or entities; and C. no coverage shall apply to any Claim for a Wrongful Act of such persons or entities. Coverage for such Claim shall be on the same terms and conditions (including, without limitation, the Deductible) as apply to any Claim made against an Insured Person. 5. EXTENDED REPORTING PERIOD Regarding the Liability Coverage Parts only: A. If the Insurer or Named Organization shall refuse to renew this Policy, or if the Named Organization shall cancel this Policy, the Insureds shall have the right, upon payment of the Additional Premium stated in Item 4 of the Declarations, to a continuation of the coverage afforded by all elected Liability Coverage Parts for the Additional Period stated in Item 4 of the Declarations (the “Extended Reporting Period”). If elected, the Extended DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0306 00 07 10 Page 4 of 11 Reporting Period shall commence upon the effective date of such nonrenewal or cancellation. Such continuation of coverage shall apply only to a Claim: 1. first made against the Insureds during the Extended Reporting Period for a Wrongful Act occurring prior to the end of the Policy Period; and 2. otherwise covered by any Liability Coverage Part. B. The rights contained in this section shall terminate unless a written notice of election together with the additional premium due is received by the Insurer within 30 days after the effective date of nonrenewal or cancellation. C. The additional premium for the Extended Reporting Period shall be fully earned at the inception of the Extended Reporting Period. The Extended Reporting Period is not cancelable. D. There is no separate limit of liability for the Extended Reporting Period. 6. LIMIT OF LIABILITY Regarding the Liability Coverage Parts only: A. The Limit of Liability specified in Item 6 of the Declarations for each Liability Coverage Part shall be the maximum aggregate amount that the Insurer shall pay under such Liability Coverage Part. B. Notwithstanding the above, if the Liability Coverage Parts Aggregate Limit of Liability Option is elected in Item 6 of the Declarations: 1. such single shared Limit of Liability shall be the maximum aggregate amount that the Insurer shall pay under all Liability Coverage Parts combined; and 2. any amount specified as a Limit of Liability for an elected Liability Coverage Part shall be: a. the maximum aggregate amount that the Insurer shall pay under such Liability Coverage Part; and b. part of, and not in addition to, the amount specified as the Liability Coverage Parts Aggregate Limit of Liability. C. Defense Costs shall be part of, and not in addition to, each applicable Limit of Liability. Payment of Defense Costs by the Insurer shall reduce each applicable Limit of Liability. D. Notwithstanding the above: 1. if the Defense Costs Outside the Aggregate Limit of Liability Option is elected in Item 6 of the Declarations, then the amount specified in such option shall be available to pay Defense Costs for all elected Liability Coverage Parts; or 2. if the Defense Costs Outside the Limit of Liability Option is elected in Item 6 of the Declarations for any Liability Coverage Part, then the amount specified in such option shall be available to pay Defense Costs regarding such Liability Coverage Part, DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0306 00 07 10 Page 5 of 11 provided that if any Defense Costs Outside the Limit of Liability Option is elected: (i) the Insurer shall pay Defense Costs out of the amount specified in such option prior to paying any Defense Costs out of the otherwise applicable Limit of Liability; and (ii) any amount specified in such Option shall be in addition to, and not part of, the otherwise applicable Limit of Liability. E. If any applicable Limit of Liability or Defense Costs Outside the Limit of Liability amount is exhausted, the premium for this Policy shall be fully earned. 7. DEDUCTIBLE Regarding the Liability Coverage Parts only: A. The Insurer shall pay covered Loss arising from each Claim covered under any Liability Coverage Part only to the extent such Loss is in excess of the applicable Deductible specified in Item 6 of the Declarations. B. Each Deductible under any Liability Coverage Part shall be uninsured. C. Any Loss paid by the Insurer under any Liability Coverage Part, whether pursuant to a duty to defend or otherwise, that is within any applicable Deductible shall be reimbursed by any Insured Organization to the Insurer upon the Insurer’s request. D. If a Claim is subject to multiple Deductibles, the total Deductible for such Claim, shall be the highest applicable Deductible. E. No Deductible shall apply to Non-Indemnifiable Loss. F. If any Insured Organization is permitted by common or statutory law to indemnify an Insured Person for Loss, or to advance Defense Costs on such Insured Person’s behalf, and fails to do so other than because of Insolvency, then any coverage under a Liability Coverage Part for such Insured Person shall apply without any Deductible. In such case, the Insured Organization shall promptly reimburse the Insurer for such Loss up to the amount of the Deductible that would have applied if the Insured Organization indemnified or advanced such Loss. 8. DEFENSE OF CLAIMS Regarding the Liability Coverage Parts only: A. The Insurer shall have the right and duty to defend each Claim covered under a Liability Coverage Part for which the Insurer receives notice, even if such Claim is groundless, false or fraudulent. The Insurer may make any investigation it deems appropriate. B. The Insurer’s duty to defend any Claim shall end upon exhaustion of any applicable Limit of Liability. Notwithstanding the above, if Defense Costs Outside the Limit of Liability is elected in Item 6 of the Declarations, then the Insurer’s duty to defend any Claim shall cease upon exhaustion of the amount of additional Defense Costs and any applicable Limit of Liability. C. The Insureds shall neither admit nor assume any liability, enter into any settlement agreement, stipulate to any judgment, or incur any Defense Costs without the prior written consent of the Insurer, such consent not to be unreasonably withheld. The Insurer shall not be liable for any admission, assumption, settlement, stipulation, or Defense Costs to which it has not consented. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0306 00 07 10 Page 6 of 11 D. The Insurer may, with the written consent of the Insureds, settle any Claim for a monetary amount that the Insurer deems reasonable. If any Insureds refuse to consent to the settlement of a Claim recommended by the Insurer and acceptable to a claimant, then the Insurer shall not pay Loss for such Claim in excess of the sum of: 1. The amount of the proposed settlement plus Defense Costs incurred prior to such refusal; and 2. 80% of Loss incurred for such Claim in excess of the amount specified in 1. above. E. The Insureds shall give to the Insurer all information and cooperation as the Insurer may reasonably request. Upon the Insurer’s request, the Insureds shall attend proceedings, hearings and trials and shall assist in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses and conducting the defense of any Claim. 9. CLAIM AND POTENTIAL CLAIM NOTICES Regarding the Liability Coverage Parts only: A. As a condition precedent to coverage, the Claim Manager shall give the Insurer written notice of any Claim as soon as practicable, after any Claim Manager first becomes aware of such Claim, but no later than 60 days after the end of the Policy Period or the Extended Reporting Period, if applicable. Such notice shall specify the Liability Coverage Part under which notice is being given. B. If, during the Policy Period, the Claim Manager become aware of a Wrongful Act that may reasonably be expected to give rise to a Claim against an Insured for which coverage may be available under a Liability Coverage Part, and if written notice of such Wrongful Act is given to the Insurer during the Policy Period specifying the (i) reasons for anticipating such a Claim, (ii) nature and date of the Wrongful Act, (iii) identity of the Insureds involved, (iv) injuries or damages sustained, (v) names of potential claimants, (vi) manner in which the Insureds first became aware of the Wrongful Act and (vii) the Liability Coverage Part under which such notice is being given, then any Claim subsequently arising from such Wrongful Act shall be deemed to be a Claim first made at the time that the Insurer receives such notice. 10. INTERRELATED CLAIMS Regarding the Liability Coverage Parts only, all Claims arising from, based upon, or attributable to the same Wrongful Act or Interrelated Wrongful Acts shall be deemed to be a single Claim first made on the earliest date that: A. any of such Claims was first made, even if such date is before the Policy Period; B. proper notice of such Wrongful Act or Interrelated Wrongful Act was given to the Insurer pursuant to Section 9.B above; or C. notice of any fact, circumstance or situation including such Wrongful Act or Interrelated Wrongful Act was given under any prior insurance policy. 11. ALLOCATION Regarding the Liability Coverage Parts only, if the Insureds incur Loss that is only partially covered by this Policy because a Claim includes both covered and uncovered matters, Loss shall be allocated as follows: DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0306 00 07 10 Page 7 of 11 A. 100% of Defense Costs incurred by the Insureds shall be allocated to covered Loss; and B. Loss, other than Defense Costs, incurred by the Insureds shall be allocated between covered and non-covered Loss based upon the relative legal exposure of the parties to covered and non-covered matters. 12. SUBROGATION A. The Insurer shall be subrogated to all of the Insureds’ rights of recovery regarding any payment of Loss under this Policy. The Insureds shall do everything necessary to secure and preserve such rights, including, without limitation, the execution of any documents necessary to enable the Insurer to effectively bring suit in the name of the Insureds. The Insureds shall do nothing to prejudice the Insurer’s position or any rights of recovery. B. Regarding the Liability Coverage Parts only, the Insurer shall not subrogate against any Insureds. 13. OTHER INSURANCE Except for personal liability insurance maintained by an Insured Person for such Insured Person’s own benefit, coverage under this Policy shall apply only in excess of any other valid and collectible insurance regardless of whether such other insurance is stated to be excess, contributory, contingent or otherwise, unless such other insurance is written specifically excess of this Policy by reference in such other insurance or bond to this Policy’s Policy Number. 14. CORPORATE TRANSACTIONS A. Takeover of Named Organization If, during the Policy Period: 1. any person or entity or group of persons and/or entities acting in concert acquires the right to elect or appoint more than 50% of the directors or trustees of the corporate governing board of the Named Organization; or 2. the Named Organization merges into, or consolidates with, another organization such that the Named Organization is not the surviving organization, then coverage shall: (i) continue under the Liability Coverage Parts for Wrongful Acts occurring before such transaction; and (ii) terminate under the Crime and the Kidnap Ransom & Extortion Coverage Parts subject to the provisions therein. No coverage shall be available for any: (i) Wrongful Act occurring (under any Liability Coverage Part); (ii) Loss discovered or sustained (as applicable, under the Crime Coverage Part); or (iii) covered event first commenced (under the Kidnap, Ransom & Extortion Coverage Part), after such transaction. Upon such transaction, the entire premium for this Policy shall be deemed fully earned. The Insureds shall give the Insurer written notice of such transaction as soon as practicable, but no later than 90 days after the effective date of such transaction. B. Acquisition or Creation of a Not-For-Profit Subsidiary If, before or during the Policy Period: (i) the Named Organization acquires the direct or indirect right to elect or appoint more than 50% of the directors or trustees of the corporate governing board of a not-for-profit entity; (ii) the Named Organization creates a not-for-profit entity in which it acquires, directly or indirectly, the right to elect or appoint more than 50% of the directors or trustees of the corporate governing board of such entity; or (iii) any not-for- DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0306 00 07 10 Page 8 of 11 profit Insured Organization merges with another not-for-profit organization such that such Insured Organization is the surviving entity, then such newly created, acquired or merged not-for-profit organization and its Insureds shall be covered under this Policy for any: 1. Wrongful Act occurring (under any Liability Coverage Part),; 2. Loss discovered or sustained (as applicable, under the Crime Coverage Part,); or 3. covered event first commenced (under the Kidnap, Ransom & Extortion Coverage Part) after such acquisition, creation or merger. No coverage shall be available for any new Insureds for any: (i) Wrongful Act occurring (under a Liability Coverage Part); (ii) Loss discovered or sustained (as applicable, under the Crime Coverage Part); or (iii) covered event first commenced (under the Kidnap, Ransom & Extortion Coverage Part), before such transaction. No coverage shall be available for any new Insureds for any Wrongful Act that is a Interrelated Wrongful Act to any Wrongful Act occurring before such transaction. If the fair value of the assets of any newly acquired or merged not-for-profit organization exceeds 25% of the total consolidated assets of the Named Organization as reflected in its most recent annual financial statements prior to such merger or acquisition, then as a condition precedent to coverage for such new Insureds, the Named Organization shall give the Insurer written notice of the transaction as soon as practicable, pay any additional premium, and agree to any additional terms and conditions required by the Insurer. The Insureds shall furnish all information regarding such transaction as the Insurer shall request. No coverage shall be available for any for-profit entity or any natural person or plan affiliated with such entity unless such entity is listed as a Subsidiary in a written endorsement issued by the Insurer, regardless of whether such entity is owned, controlled, or merged into, an Insured Organization. C. Loss of Subsidiary Status If, before or during the Policy Period, any organization ceases to be a Subsidiary, then coverage otherwise available under this Policy for such Subsidiary and its Insureds, shall apply only for any: 1. Wrongful Act occurring (under any Liability Coverage Part),; 2. Loss discovered or sustained (as applicable, under the Crime Coverage Part,); or 3. covered event first commenced (under the Kidnap, Ransom & Extortion Coverage Part), before such transaction. No coverage shall be available for any former Subsidiary and its Insureds for any: (i) Wrongful Act occurring (under a Liability Coverage Part); (ii) Loss discovered or sustained (as applicable, under the Crime Coverage Part); or covered event first commenced (under the Kidnap, Ransom & Extortion Coverage Part), after such transaction. 15. APPLICATION & SEVERABILITY A. The Insureds represent that the information contained in the Application is true, accurate and complete. This Policy is issued in reliance upon the Application. If the Application DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0306 00 07 10 Page 9 of 11 contains misrepresentations or omissions made with intent to deceive or that materially affect the acceptance of the risk or the hazard assumed by the Insurer, this Policy shall not afford coverage for any Insureds who knew on the inception date of this Policy the facts that were not accurately disclosed in the Application, regardless whether such Insureds knew the Application contained such misrepresentation or omission. The foregoing shall be the Insurer’s sole remedy with respect to misrepresentations or omissions in the Application. B. For the purpose of determining coverage, knowledge possessed by: 1. any Insured Person shall not be imputed to any other Insured Person; and 2. any Senior Executive or anyone signing the Application shall be imputed to all Insureds other than Insured Persons. C. This Policy shall not be rescinded. 16. SUITS AGAINST THE INSURER A. No suit or other proceeding shall be commenced by the Insureds against the Insurer unless there shall have been full compliance with all the terms and conditions of this Policy, including Section 16.B below. B. Prior to commencing any suit or other proceeding against the Insurer, the Insureds shall first submit any coverage or other dispute arising under or in connection with this Policy to nonbinding mediation. The mediator for such mediation shall be disinterested and knowledgeable on the relevant issues in dispute. The mediator shall be selected jointly by the parties. Such mediation shall be conducted in a venue and in accordance with procedural rules as are agreed to jointly by the parties. The costs of such mediation shall be shared equally by the parties provided that each party shall bear its own legal costs. If such mediation does not resolve the dispute between the Insureds and the Insurer, the Insureds shall have the right to commence a suit or other proceeding against the Insurer regarding the issues in dispute 60 days after the conclusion of such mediation. No suit or other proceeding shall be initiated prior to 60 days after the conclusion of such mediation. C. No person or organization shall have any right under this Policy to join the Insurer as a party to any Claim against the Insureds nor shall the Insurer be impleaded by the Insureds in any Claim. 17. ENTIRE AGREEMENT This Policy, including the Declarations, General Provisions, elected Coverage Parts, written endorsements, and the Application shall constitute the entire agreement between the Insurer and the Insureds regarding the insurance provided hereunder. 18. CHANGES This Policy shall not be changed in any manner except by a written endorsement issued by the Insurer. 19. ASSIGNMENT Assignment of any interest under this Policy shall not bind the Insurer unless such assignment is acknowledged by a written endorsement issued by the Insurer. 20. NAMED ORGANIZATION’S AUTHORITY DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0306 00 07 10 Page 10 of 11 The Named Organization shall act on behalf of all Insureds regarding all matters under this Policy, including, without limitation, cancellation, election of the Extended Reporting Period, transmission and receipt of notices, acceptance of endorsements, payment of premiums, and receipt of return premiums. 21. CANCELLATION A. The Insurer may cancel this Policy for non-payment of premium by sending not less than 20 days notice to the Named Organization. This Policy may not otherwise be cancelled by the Insurer. B. Except as otherwise provided, the Named Organization may cancel this Policy by sending written notice of cancellation to the Insurer. Such notice shall be effective upon receipt by the Insurer unless a later cancellation date is specified therein. C. If the Insurer cancels this Policy, unearned premium shall be calculated on a pro rata basis. If the Insureds cancel this Policy, unearned premium shall be calculated at the Insurer’s customary short rates. Payment of any unearned premium shall not be a condition precedent to the effectiveness of a cancellation. The Insurer shall make payment of any unearned premium as soon as practicable. 22. BANKRUPTCY Bankruptcy or insolvency of any Insureds shall not relieve the Insurer of any obligation under this Policy. 23. NOTICES A. Notices to the Insureds shall be sent to the Named Organization at the address specified in Item 1 of the Declarations. B. Notices to the Insurer shall be sent or e-mailed to the applicable address specified in Item 5 of the Declarations and become effective upon receipt at such address. C. All notices shall be in writing. 24. TITLES The titles of the sections of, and endorsements to, this Policy are for reference only. Such titles shall not be part of the terms and conditions of coverage. 25. REFERENCES TO LAWS A. Any statute, act, or code mentioned in this Policy shall be deemed to include all amendments of, and rules and regulations promulgated under, such statute, act, or code. B. Any statute, act, or code mentioned in this Policy that is followed by the phrase “or any similar law” shall be deemed to include all similar laws of all jurisdictions throughout the world, including, without limitation, any common law. 26. COVERAGE PART COORDINATION A. If any Loss is covered under two or more Liability Coverage Parts: 1. the Insureds shall be entitled to recover Loss only once; and DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0306 00 07 10 Page 11 of 11 2. the maximum aggregate amount that the Insurer shall pay for all Loss arising from a single Claim shall be the largest remaining applicable Limit of Liability and, if elected, the remaining Defense Costs Outside the Limit of Liability amount. B. Regardless of the Liability Coverage Part under which a notice of Claim or potential Claim is given by the Insureds, the Insurer shall be entitled to make its own determination as to which Liability Coverage Part, if any, Loss is covered and under which Liability Coverage Part Loss should be paid. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF NONPROFIT ORGANIZATION LIABILITY COVERAGE PART TABLE OF CONTENTS 1. INSURING AGREEMENTS 2. DEFINITIONS 3. OUTSIDE DIRECTORSHIP LIABILITY COVERAGE 4. EXCLUSIONS 5. PRIORITY OF LOSS PAYMENTS 6. ADDITIONAL LIMIT OF LIABILITY DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0305 00 07 10 Page 1 of 10 NONPROFIT ORGANIZATION LIABILITY COVERAGE PART 1. INSURING AGREEMENTS A. Insured Person Liability The Insurer shall pay Non-Indemnifiable Loss on behalf of any Insured Person resulting from a Claim first made against such Insured Person during the Policy Period or Extended Reporting Period, if applicable, for a Wrongful Act. B. Organization Reimbursement The Insurer shall pay Loss on behalf of an Insured Organization that such Insured Organization is permitted or required by law, to indemnify the Insured Person resulting from a Claim first made against such Insured Person during the Policy Period or Extended Reporting Period, if applicable, for a Wrongful Act. C. Organization Liability The Insurer shall pay Loss on behalf of an Insured Organization resulting from a Claim first made against such Insured Organization during the Policy Period or Extended Reporting Period, if applicable, for a Wrongful Act. D. Derivative Demands The Insurer shall pay Investigation Costs on behalf of an Insured Organization resulting from a Derivative Demand first made during the Policy Period or Extended Reporting Period, if applicable. This Insuring Agreement shall be subject to the Sublimit of Liability specified in Item 6 of the Declarations. Such Sublimit of Liability shall be the maximum aggregate amount that the Insurer shall pay under this Insuring Agreement. Such Sublimit of Liability shall be part of, and not in addition to, the Limit of Liability applicable to this Liability Coverage Part. No Deductible shall apply to this Insuring Agreement. E. Crisis Management Costs for a Network Security Breach or Privacy Violation The Insurer shall pay Crisis Management Costs on behalf of an Insured Organization resulting from a Network Security Breach or Privacy Violation occurring during the Policy Period and reported as soon as practicable but no later than 60 days after the Policy Period. This Insuring Agreement shall be subject to the Sublimit of Liability specified in item 6 of the Declarations. Such Sublimit of Liability shall be the maximum aggregate amount that the Insurer shall pay under this Insuring Agreement. Such Sublimit of Liability shall be part of, and not in addition to, the Limit of Liability applicable to this Liability Coverage Part. No Deductible shall apply to this Insuring Agreement. Regarding this Insuring Agreement: (i) General Provisions Sections 4. Coverage Extensions, 5. Extended Reporting Period, 7. Deductible, 8. Defense of Claims, 9. Claim and Potential Claim Notices, 10. Interrelated Claims, and 11. Allocation shall not apply; (ii) Section 4. Exclusions shall not apply; and (iii) the Insureds shall give to the Insurer all information and cooperation as the Insurer may reasonably request. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0305 00 07 10 Page 2 of 10 2. DEFINITIONS Whether used in the singular or plural, the following terms shall have the meanings specified below: A. “Claim” means any: 1. written demand or notice for civil monetary damages or other civil non-monetary relief commenced by the Insured’s receipt of such demand or notice; 2. civil proceeding, including, without limitation, an arbitration or alternative dispute resolution proceeding (ADR), commenced by the service upon an Insured of a complaint, demand for arbitration, request for mediation or similar document, including a foreign equivalent thereof; 3. criminal proceeding commenced by the return of an indictment, information or similar pleading, including a foreign equivalent thereof; 4. administrative or regulatory proceeding commenced by the filing of a notice of charges or any similar document, including a foreign equivalent thereof; 5. civil, criminal, administrative, or regulatory investigation of an Insured Person commenced by the service upon, or other receipt by, such Insured Person of a written notice from an investigating authority specifically identifying such Insured Person as a target against whom a formal proceeding described in 2, 3, or 4 above may be commenced; 6. written request to an Insured to toll or waive the statute of limitations regarding a potential Claim as described above commenced by the Insured’s receipt of such request; 7. solely for purposes of Insuring Agreement D, any Derivative Demand; or 8. solely for purposes of Insuring Agreement E, any Network Security Breach or Privacy Violation. B. “Computer System” means any computer hardware, software or firmware, including components thereof and data stored thereon, that is owned or leased by, and under the direct operational control of, an Insured Organization. Computer System shall exclude any disconnected devices including, without limitation, laptops, mobile devices or memory storage data devices. C. “Crisis Management Costs” means reasonable and necessary fees and expenses incurred by an Insured, with the Insurer’s prior written consent, for: 1. public relations firm services to mitigate reputational damage resulting from any Network Security Breach or Privacy Violation; and 2. legal services (by an attorney selected from the Insurer’s panel of lawyers) regarding any Network Security Breach or Privacy Violation to: a. provide counsel on the obligations of any applicable Privacy Law; and b. draft notices required by any applicable Privacy Law. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0305 00 07 10 Page 3 of 10 Crisis Management Costs shall exclude any: (i) compensation, internal expenses or overhead of any Insured; or (ii) payments made as compensation for any injury or damages resulting from any Network Security Breach or Privacy Violation. D. “Derivative Demand” means a written demand by any member of an Insured Organization, in such member’s capacity as such, upon the board of directors or managers of such Insured Organization to bring a civil proceeding on behalf of an Insured Organization against an Insured Person for a Wrongful Act of such Insured Person if such demand is made without the assistance, participation or solicitation of any Executive. A Derivative Demand shall be deemed commenced by the receipt by the board of directors or managers of such demand. E. “Derivative Suit” means any civil proceeding against an Insured Person for a Wrongful Act of such Insured Person made on behalf of, or in the name or the right of, an Insured Organization by any member of such Insured Organization, in such member’s capacity as such, if such proceeding is made without the assistance, participation or solicitation of any Executive. F. “Employee” means any natural person whose labor or service was, is or shall be engaged and directed by any Insured Organization, including fulltime, part-time, seasonal, leased and temporary employees as well as volunteers. Employee shall not include any Independent Contractor. G. “Excess Benefit Transaction Excise Tax” means any tax imposed by Section 4958 of the Internal Revenue Code of 1986 on an organization manager for participation in an excess benefit transaction. H. “Executive” means any natural person while a duly elected or appointed: 1. director, executive director, officer, trustee, regent, governor or member of the board of managers, board of governors, advisory board or duly constituted committee of an Insured Organization; 2. in-house general counsel of an Insured Organization as well as any other natural person employed by an Insured Organization as an in-house attorney; 3. manager of an Insured Organization organized outside the United States of America if such position is equivalent to those specified in 1 or 2 above. I. “Insured Person” means any: 1. Executive; or 2. Employee. J. “Insured” means any: 1. Insured Organization; or 2. Insured Person. K. “Investigation Costs” means reasonable and necessary expenses incurred in the investigation and evaluation of a Derivative Demand, provided that Investigation Costs shall not include compensation, benefit expenses, or overhead of any Insureds. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0305 00 07 10 Page 4 of 10 L. “Loss” means damages, settlements, judgments (including awards of legal fees and costs), pre/post-judgment interest and Defense Costs. Solely regarding Insuring Agreement D, “Loss” means Investigation Costs. Solely regarding Insuring Agreement E, “Loss” means Crisis Management Costs. Loss shall specifically include, and exclude, the following amounts: 1. Loss shall specifically include any: a. punitive, exemplary and multiple damages; b. civil penalties assessed against Insured Persons pursuant to Section 2(g)2(B) of the Foreign Corrupt Practices Act of 1977; or c. Excess Benefit Transaction Excise Tax provided that: (i) the Insurer's maximum aggregate liability for all such taxes shall be subject to the sublimit specified in Item 6 of the Declarations which amount shall be the maximum aggregate amount that the Insurer shall pay for all such taxes and shall be part of, and not in addition to, the Limit of Liability applicable to this Liability Coverage Part; and (ii) indemnification for such taxes is not expressly prohibited in the bylaws, certificate of incorporation or other documents of an Insured Organization. Notwithstanding item 2.e below, the insurability of the above types of Loss shall be governed by the laws of any applicable jurisdiction that does not prohibit coverage for such Loss. 2. Loss, other than Defense Costs, shall exclude any: a. fines or penalties imposed by law, other than pursuant to Section 2(g)2(B) of the Foreign Corrupt Practices Act of 1977; b. taxes other than any Excess Benefit Transaction Excise Tax; c. amount for which the Insureds are not liable or for which the claimants are without legal recourse to the Insureds; d. non-monetary relief; or e. matters that are uninsurable under the law. M. “Malicious Code” means any virus, Trojan, worm or other similar malicious software program, code or script designed to infect, harm, harm data on, or steal data from, a Computer System. N. “Network Security Breach” means any: 1. unauthorized access to, or unauthorized use of, a Computer System; or 2. transmission of Malicious Code into or from a Computer System. O. “Outside Capacity” means service by an Insured Person as a director, officer, trustee, regent, governor or equivalent executive of an Outside Organization with the knowledge and consent, or at the request, of an Insured Organization. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0305 00 07 10 Page 5 of 10 P. “Outside Organization” means any: 1. not-for-profit corporation, community chest, fund or foundation that is not an Insured Organization and that is exempt from federal income tax as an organization described in Section 501(c)(3), 501(c)(4) or 501(c)(10) of the Internal Revenue Code of 1986; 2. organization established for a religious or charitable purpose under any not-for-profit statute; or 3. organization listed as an Outside Organization in a written endorsement issued by the Insurer. Q. “Personal Injury Wrongful Act” means any actual or alleged: 1. false arrest, wrongful detention or imprisonment or malicious prosecution; 2. libel, slander, defamation of character, or publication of material in violation of a person’s right of privacy; or 3. wrongful eviction from, wrongful entry into or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor. R. “Privacy Law” means those parts of the following laws regulating the use and protection of non-public personal information: 1. Health Insurance Portability and Accountability Act of 1996 (HIPAA); 2. Gramm-Leach Bliley Act of 1999 (GLBA); 3. consumer protection and unfair and deceptive trade practice laws enforced by state Attorneys General or the Federal Trade Commission, including, without limitation, Section 5(a) of the Federal Trade Commission Act of 1914; 4. security breach notification laws that require notice to individuals of the actual or potential theft of their non-public personal information, including, without limitation, the California Security Breach Notification Act of 2003; or 5. domestic or foreign privacy laws requiring reasonable security for non-public personal information or the adoption of a privacy policy limiting the sale, disclosure or sharing of non-public personal information. S. “Privacy Violation” means any: 1. theft or unauthorized copying of Private Information while in the care, custody or control of an Insured; or 2. violation of a Privacy Law by an Insured. T. “Private Information” means any: 1. individual’s name in combination with any of the following: a. social security number; DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0305 00 07 10 Page 6 of 10 b. drivers license number or any other state identification number; c. medical or healthcare data, including protected health information; 2. non-public personal information as defined in any Privacy Law; or 3. confidential or proprietary business information of a third-party that is protected under a written non-disclosure agreement between such third-party and an Insured Organization. U. “Publisher Wrongful Act” means any actual or alleged: 1. infringement of copyright or trademark or unauthorized use of title; or 2. plagiarism or misappropriation of ideas. V. “Securities Laws” means the Securities Act of 1933, Securities Exchange Act of 1934, Investment Company Act of 1940, any state “blue sky” securities law, or any other federal, state or local securities law or foreign equivalent laws or amendments thereto or any rules or regulations promulgated thereunder or any other provision of statutory or common law used to impose liability in connection with the offer or solicitation of an offer to sell or purchase, or the sale of or purchase of, securities. W. “Whistleblowing” means: 1. providing information, causing information to be provided, or otherwise assisting in an investigation regarding any conduct that such Executive reasonably believes constitutes a violation of any federal, state or local law when the information or assistance is provided to, or the investigation is conducted by, any: a. federal, state, or local law enforcement or regulatory agency; or b. any member of the United States Congress, any committee of Congress or any state or local elected official; or 2. testifying in a proceeding relating to an alleged violation of any federal, state or local law. X. “Wrongful Act” means any actual or alleged: 1. act, error, omission, misstatement, misleading statement, neglect or, breach of duty, including a Personal Injury Wrongful Act or Publisher Wrongful Act by any Insured Person in their capacity as such or in an Outside Capacity or, with respect to Insuring Agreement C, by any Insured Organization; or 2. matter claimed against an Insured Person by reason of such person serving in such capacity, including service in an Outside Capacity. 3. OUTSIDE DIRECTORSHIP LIABILITY COVERAGE Subject to the provisions applicable to this Liability Coverage Part, coverage otherwise afforded under Insuring Agreements A and B shall apply to Loss resulting from any Claim against an Insured Person for a Wrongful Act in an Outside Capacity. Such coverage shall be specifically excess of any indemnity and insurance available from or provided by the Outside Organization. Payment by the Insurer, or any insurance company controlling, controlled by or under common DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0305 00 07 10 Page 7 of 10 control with the Insurer, under any other insurance policy as a result of such Claim shall reduce, by the amount of such payment, the Limit of Liability available under this Policy for such Claim. 4. EXCLUSIONS A. The Insurer shall not pay Loss: 1. in connection with any Claim arising from, based upon, or attributable to any fact, circumstance or situation that, before the inception date of this Policy, was the subject of any notice given under any other directors and officers liability, management liability or similar insurance policy; 2. in connection with any Claim arising from, based upon, or attributable to any: a. demand, suit or proceeding made or initiated against any Insured on or prior to the applicable Pending and Prior Litigation Date in Item 6 of the Declarations; or b. Wrongful Act specified in such prior demand, suit or proceeding or any Interrelated Wrongful Acts thereto; 3. for bodily injury, sickness, disease, emotional distress, mental anguish, or death of any person, or damage to or destruction of any tangible property, including loss of use thereof; 4. in connection with any Claim arising from, based upon, or attributable to any: a. any discharge, dispersal, release, escape, seepage, migration or disposal of Pollutants, nuclear material or nuclear waste or any threat of such discharge, dispersal, release, escape, seepage, migration or disposal; or b. any direction, request or voluntary decision to test for, abate, monitor, clean up, remove, contain, treat, detoxify or neutralize Pollutants, nuclear material or nuclear waste, provided that this exclusion shall not apply to any (i) Non-Indemnifiable Loss, (ii) Derivative Demand, or (iii) Derivative Suit; 5. for any violation of ERISA or any similar law; 6. in connection with any Claim by or on behalf of any Insured, provided that this exclusion shall not apply to any Claim: a. that is a Derivative Demand or Derivative Suit; b. by an Insured Person for contribution or indemnification if such Claim directly results from a Claim that is otherwise covered under this Liability Coverage Part; c. by any Employee who is not a past or present Executive if such Claim is made without the solicitation, assistance or active participation of any Executive, provided that there shall be no coverage for any Claim for a wrongful employment termination, employment discrimination, or other employment practices Wrongful Act; DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0305 00 07 10 Page 8 of 10 d. by a former Executive who has not served as an Executive for at least two (2) years prior to such Claim being made, provided that such Claim is made without the solicitation, assistance or active participation of any current Executive or any former Executive who has served as an Executive during the two (2) years prior to such Claim being made; e. brought or maintained by or on behalf of a bankruptcy or insolvency trustee, examiner, receiver, creditors committee or similar official or committee for an Insured Organization or any assignee of such trustee, examiner, receiver, committee or similar official or committee if such Claim is made without the assistance, participation or solicitation of any Executive; or f. made in a jurisdiction outside the United States of America, Canada or Australia by an Insured Person of an Insured Organization organized in such jurisdiction; provided that solicitation, assistance or active participation shall not include Whistleblowing; 7. in connection with any Claim arising from, based upon, or attributable to any Insured Person serving as a director, officer, trustee, regent, governor or equivalent executive or as an employee of any entity other than an Insured Organization even if such service is at the direction or request of the Insured Organization, provided that this exclusion shall not apply to a Claim for a Wrongful Act by an Insured Person in an Outside Capacity; 8. in connection with any Claim by or on behalf of any Outside Organization, or any director, officer, trustee, regent, governor or equivalent executive of any Outside Organization, provided that this exclusion shall not apply to any Claim: a. that is a derivative suit made on behalf of an Outside Organization by any persons who are not: 1. Insured Persons; or 2. directors, officers, trustees, regents, governors or equivalent executives of the Outside Organization, and who make such Claim without the solicitation, assistance or participation of any such persons; or b. by any: 1. Insured Persons; or 2. directors, officers, trustees, regents, governors or equivalent executives of an Outside Organization, for contribution or indemnification if such Claim directly results from a Claim that is otherwise covered under this Liability Coverage Part. 9. in connection with any Claim arising from, based upon, or attributable to any violation of any Securities Laws; DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0305 00 07 10 Page 9 of 10 10. in connection with any Claim arising from, based upon, or attributable to any wrongful employment termination, employment discrimination, or other employment practices Wrongful Act; 11. in connection with any Claim arising from, based upon, or attributable to any unpaid wages (including overtime pay), workers’ compensation benefits, unemployment compensation, disability benefits, improper payroll deductions, improper employee classification, failure to maintain accurate time records, failure to grant meal and rest periods, or social security benefits, provided that this exclusion shall not apply to any: (i) Derivative Demand; or (ii) Derivative Suit; 12. in connection with any Claim arising from, based upon, or attributable to any infringement of patent or misappropriation of intellectual property, ideas or trade secrets; provided that this exclusion shall not apply to a Publisher Wrongful Act; 13. in connection with any Claim arising from, based upon, or attributable to any Network Security Breach or Privacy Violation; 14. of an Insured arising from, based upon, or attributable to the gaining of any profit, remuneration or financial advantage to which such Insured was not legally entitled, if established by any final, non-appealable adjudication against any such Insured in any proceeding other than a proceeding initiated by the Insurer, provided that this exclusion shall not apply to Defense Costs; or 15. of an Insured arising from, based upon, or attributable to any deliberately fraudulent or deliberately criminal act or omission or any willful violation of law by such Insured, if established by any final, non-appealable adjudication against any such Insured in any proceeding other than a proceeding initiated by the Insurer, provided that this exclusion shall not apply to any Defense Costs. Regarding exclusions A.14. and A.15. above: (i) no Wrongful Act of any Insured Person shall be imputed to any other Insured Person; and (ii) only a Wrongful Act by a past, present or future Senior Executive of any Insured Organization shall be imputed to an Insured Organization. B. The Insurer shall not pay Loss in connection with any Claim against an Insured Organization arising from, based upon, or attributable to any liability of an Insured Organization under any contract or agreement, provided that this exclusion shall not apply to: (i) the extent that liability would have been incurred in the absence of such contract or agreement, or (ii) Defense Costs. 5. PRIORITY OF LOSS PAYMENTS If Loss is incurred that is acknowledged by the Insurer to be covered under this Liability Coverage Part except that such Loss exceeds the remaining Limit of Liability for this Liability Coverage Part, the Insurer shall pay Loss: A. first, under Insuring Agreement A; B. second, under Insuring Agreement B; and C. third, under Insuring Agreement C. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0305 00 07 10 Page 10 of 10 6. ADDITIONAL LIMIT OF LIABILITY A. An Additional Limit of Liability of $500,000 shall be available to pay Non-Indemnifiable Loss covered under Insuring Agreement A. B. The Additional Limit of Liability shall be in addition to, and not part of, the Limit of Liability otherwise applicable to this Liability Coverage Part as specified in Item 6 of the Declarations. C. The Additional Limit of Liability shall be excess of any valid and collectible insurance that is specifically excess of this Policy. Such excess insurance must be exhausted by the payment of loss covered thereunder before the Insurer shall be liable to pay the Additional Limit of Liability. D. The Additional Limit of Liability shall not apply to any Loss in connection with the first Claim made during the Policy Period. This first Claim made under this Policy shall be determined by the chronological time such Claim was first made regardless of when coverage is acknowledged by the Insurer for such Claim. E. Non-Indemnifiable Loss covered under Insuring Agreement A shall be allocated between, and paid by the Insurer under, the applicable Limit of Liability specified in Item 6 of the Declarations and any Additional Limit of Liability in whatever portions will maximize the total amount of covered Loss being paid under this Policy. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF EMPLOYMENT PRACTICES LIABILITY COVERAGE PART TABLE OF CONTENTS 1. INSURING AGREEMENTS 2. DEFINITIONS 3. EXCLUSIONS 4. OTHER INSURANCE DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0074 00 04 07 Page 1 of 6 EMPLOYMENT PRACTICES LIABILITY COVERAGE PART 1. INSURING AGREEMENTS A. Employment Practices Liability The Insurer shall pay Loss on behalf of the Insureds resulting from a Claim by or on behalf of an Employee, applicant for employment, governmental agency, or Independent Contractor first made against the Insureds during the Policy Period or Extended Reporting Period, if applicable, for a Wrongful Act by the Insureds. B. Third Party Liability If Third Party Liability coverage is elected in Item 6 of the Declarations, the Insurer shall pay Loss on behalf of the Insureds resulting from a Claim by or on behalf of a Third Party first made against the Insureds during the Policy Period or Extended Reporting Period, if applicable, for a Wrongful Act by the Insureds. This Insuring Agreement shall be subject to the Third Party Coverage Sublimit of Liability, Deductible, and Pending and Prior Litigation Date specified in Item 6 of the Declarations. Such Sublimit of Liability shall be the maximum aggregate amount that the Insurer shall pay under this Insuring Agreement. Such Sublimit of Liability shall be part of, and not in addition to, the Limit of Liability applicable to this Liability Coverage Part. 2. DEFINITIONS Whether used in the singular or plural, the following terms shall have the meanings specified below: A. “Benefits” means all compensation other than salary, wages, bonuses, and Stock Benefits. Benefits include, without limitation, retirement benefits, perquisites, vacation and sick days, medical or insurance benefits, and deferred compensation. B. “Claim” means any: 1. written demand for monetary or non – monetary relief commenced by the Insured’s receipt of such demand; 2. civil proceeding commenced by the service upon the Insured of a complaint or similar pleading; 3. formal administrative or regulatory proceeding commenced by the filing of a notice of charges or any similar document, including, without limitation, proceedings before the Equal Employment Opportunity Commission and the Office of Federal Contract Compliance Program; 4. formal administrative or regulatory investigation commenced by the service upon or other receipt by an Insured of a written notice from an investigating authority identifying the Insured as a target against whom an administrative or regulatory proceeding may be commenced; or DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0074 00 04 07 Page 2 of 6 5. written request to an Insured to toll or waive a statute of limitations regarding a potential Claim as described above, commenced by the Insured’s receipt of such request. Notwithstanding the above, Claim shall not include any labor or grievance proceeding initiated pursuant to any collective bargaining agreement. C. “Employee” means any natural person whose labor or service was, is or shall be engaged and directed by any Insured Organization, including fulltime, part-time, seasonal, leased and temporary employees as well as volunteers. Employee shall not include any Independent Contractor. D. “Executive” means any natural person who was, is or shall be a duly elected or appointed: 1. director, officer, or member of the board of managers or management committee of an Insured Organization; 2. in-house general counsel of an Insured Organization; or 3. manager of an Insured Organization organized outside the United States of America if such position is equivalent to those specified in 1 or 2 above. E. “Insured Person” means any: 1. Executive; 2. Employee; or 3. Independent Contractor, but only if an Insured Organization agrees in writing within 30 days of the making of a Claim to provide indemnification to such Independent Contractor for any Loss arising out of such Claim. F. “Insureds” means any: 1. Insured Organization; or 2. Insured Person. G. “Loss” means the amount that the Insureds are legally obligated to pay resulting from a Claim, including, without limitation, damages (including front pay and back pay), settlements, judgments, pre- and post-judgment interest, and Defense Costs. Loss shall include: (i) punitive, exemplary and multiple damages; and (ii) liquidated damages awarded pursuant to the Age Discrimination in Employment Act or Equal Pay Act, where insurable by law. The insurability of such damages shall be governed by the laws of any applicable jurisdiction that permits coverage of such damages. Loss shall exclude any: 1. taxes, fines or penalties imposed by law; 2. matters that are uninsurable under the law pursuant to which this Policy shall be construed; DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0074 00 04 07 Page 3 of 6 3. amount for which the Insureds are not financially liable or for which the claimants are without legal recourse to the Insureds; 4. non-monetary relief; 5. future compensation of a claimant who was, is or shall be hired, promoted or reinstated to employment pursuant to a settlement of, order in or other resolution of a Claim; 6. Stock Benefits; or 7. compensation earned by or due to the claimant in the course of employment but not paid by an Insured Organization, other than back pay or front pay. H. “Retaliation” means any actual or alleged negative treatment of any Executive, Employee, or Independent Contractor by any Insured Persons in their capacity as such or by any Insured Organization in response to any such person: 1. exercising any rights granted under law, including, without limitation, rights under any workers compensation laws, the Family and Medical Leave Act, or the Americans with Disabilities Act; 2. refusing to violate any law; 3. assisting, testifying in, or cooperating with, a proceeding or investigation regarding violations of law by any Insured Organization; 4. disclosing or threatening to disclose any violations of law to a superior or any governmental agency; or 5. filing any claim against any Insured Organization under the Federal False Claims Act or any similar law protecting “whistleblowers”. I. “Stock Benefits” means any offering, plan or agreement between any Insured Organization and any Insured Person granting stock, stock options or stock appreciation rights in any Insured Organization to such Insured Person, including, without limitation, restricted stock or any other stock grant. Notwithstanding the foregoing, Stock Benefits shall not include employee stock ownership plans or employee stock purchase plans. J. “Third Party” means any natural person who is a customer, vendor, service provider or other business invitee of any Insured Organization. Third Party shall not include Employees. K. “Wrongful Act” means: 1. regarding Insuring Agreement A, any actual or alleged: a. wrongful dismissal, discharge or termination of employment, including constructive dismissal, discharge, or termination; b. employment discrimination based on age, gender, race, color, national origin, religion, sexual orientation or preference, pregnancy, disability, health status, military or veteran status, or any other protected status specified under federal, state or local law; DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0074 00 04 07 Page 4 of 6 c. sexual or other workplace harassment, including, without limitation, hostile work environment; d. employment-related misrepresentation; e. wrongful deprivation of a career opportunity, demotion, failure to employ or promote, discipline of employees or failure to grant tenure; f. breach of any oral, written, or implied employment contract or agreement including, without limitation, any obligation arising out of any employee manual, handbook, or policy statement; g. Retaliation; h. negligent evaluation of employees; i. employment-related libel, slander, defamation, or invasion of privacy, including the giving of negative or defamatory statements in connection with an employee reference; j. violation of the Family and Medical Leave Act; or k. infliction of emotional distress or mental anguish, failure to provide or enforce adequate or consistent corporate employment policies and procedures, or negligent hiring, retention, supervision or training of Employees, if such conduct relates to matters described in paragraphs a through j above; but only if the Wrongful Act described in 1.a through 1.k above is committed or attempted: (i) against an Employee, applicant for employment with any Insured Organization, or Independent Contractor; and (ii) by any Insured Persons in their capacity as such or by any Insured Organization; or 2. regarding Insuring Agreement B, any actual or alleged discrimination, sexual harassment, or violation of a Third Party’s civil rights relating to such discrimination or sexual harassment, by any Insured Persons in their capacity as such or by any Insured Organization. 3. EXCLUSIONS A. The Insurer shall not pay Loss for any Claim against an Insured: 1. arising from, based upon, or attributable to any fact, circumstance or situation that, before the inception date of this Policy, was the subject of any notice given under any other insurance policy; 2. arising from, based upon, or attributable to any: a. demand, suit or proceeding, or any audit by the Office of Federal Contract Compliance Programs, made or initiated against any Insured on or prior to the applicable Pending and Prior Litigation Date in Item 6 of the Declarations; or b. any Wrongful Act alleged in any such demand, suit, proceeding, or audit or any Interrelated Wrongful Acts thereto; DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0074 00 04 07 Page 5 of 6 3. for bodily injury, sickness, disease, or death of any person, or damage to or destruction of any tangible property, including loss of use thereof; provided that this exclusion shall not apply to any Claim for emotional distress or mental anguish; 4. arising from, based upon, or attributable to any: a. discharge, dispersal, release, escape, seepage, migration or disposal of Pollutants, nuclear material or nuclear waste or any threat of such discharge, dispersal, release, escape, seepage, migration or disposal; or b. direction, request or voluntary decision to test for, abate, monitor, clean up, remove, contain, treat, detoxify or neutralize Pollutants, nuclear material or nuclear waste, provided that this exclusion shall not apply to any Claim for Retaliation; 5. for any violation of: (i) any law governing workers’ compensation, unemployment insurance, social security, disability or pension benefits laws; (ii) ERISA (except Section 510 thereof); (ii) the Fair Labor Standards Act (except the Equal Pay Act); (iii) the National Labor Relations Act; (iv) the Worker Adjustment and Retraining Notification Act; (v) the Consolidated Omnibus Budget Reconciliation Act of 1985; (vi) the Occupational Safety and Health Act; or (vii) any similar laws to those mentioned in (i) through (vi) above; provided that this exclusion shall not apply to any Claim for Retaliation; 6. arising from, based upon, or attributable to any liability of others assumed by any Insured under any contract or agreement, provided that this exclusion shall not apply to the extent that liability would have been incurred in the absence of such contract or agreement; or 7. arising from, based upon, or attributable to any breach of contract or agreement specifying the terms of an Insured Organization’s engagement of an Independent Contractor. B. Other than Defense Costs, the Insurer shall not pay Loss for any Claim against an Insured: 1. for costs of any accommodation required by the Americans with Disabilities Act or any similar law; 2. for employment termination severance payments, provided that this exclusion shall not apply to any payments negotiated with and consented to by the Insurer as part of a settlement; 3. for Benefits or their equivalent value, provided that this exclusion shall not apply to any Claim for wrongful dismissal, discharge or termination of employment; or 4. arising from, based upon, or attributable to any breach of any written employment contract or agreement, provided that this exclusion shall not apply to any liability that would have been incurred in the absence of such written employment contract or agreement. C. Regarding Insuring Agreement B, the Insurer shall not pay Loss for any Claim against an Insured arising from, based upon, or attributable to any price discrimination or violation of any anti-trust or other law designed to protect competition or prevent unfair trade practices. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0074 00 04 07 Page 6 of 6 4. OTHER INSURANCE A. To the extent that any Claim is covered under this Liability Coverage Part and any other insurance, the coverage provided under this Liability Coverage Part shall be primary. B. Notwithstanding the above: 1. regarding any Claim made against a leased or temporary Employee or an Independent Contractor, coverage under this Liability Coverage Part shall be excess of, and not contribute with, any applicable insurance insuring the employee leasing company, temporary employee agency, or Independent Contractor; and 2. regarding any Claim made by or on behalf of a Third Party, coverage under this Liability Coverage Part shall be excess of, and not contribute with, any other applicable insurance insuring the Insureds on a duty to defend basis, regardless of whether such other insurance is stated to be excess, contributory, contingent or otherwise, unless such other insurance is written specifically excess of this Policy by reference in such other insurance to this Policy’s Policy Number. ` DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF FIDUCIARY LIABILITY COVERAGE PART TABLE OF CONTENTS 1. INSURING AGREEMENTS 2. DEFINITIONS 3. EXCLUSIONS 4. TERMINATED PLAN COVERAGE DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0075 00 04 07 Page 1 of 6 FIDUCIARY LIABILITY COVERAGE PART 1. INSURING AGREEMENTS A. Fiduciary Liability The Insurer shall pay Loss on behalf of the Insureds resulting from a Claim first made against the Insureds during the Policy Period or Extended Reporting Period, if applicable, for a Wrongful Act by the Insureds or by any person for whose Wrongful Acts the Insureds are legally responsible. B. Settlement Programs The Insurer shall pay a Voluntary Settlement and Defense Costs on behalf of the Insureds resulting from a Settlement Program Notice first given to the Insurer during the Policy Period or Extended Reporting Period, if applicable, provided that such Voluntary Settlement and Defense Costs are incurred after such Settlement Program Notice is first given to the Insurer. This Insuring Agreement shall be subject to a Sublimit of Liability of $100,000. Such Sublimit of Liability shall be the maximum aggregate amount that the Insurer shall pay under this Insuring Agreement. Such Sublimit of Liability shall be part of, and not in addition to, the Limit of Liability applicable to this Liability Coverage Part. No Deductible shall apply to this Insuring Agreement. 2. DEFINITIONS Whether used in the singular or plural, the following terms shall have the meanings specified below: A. “Administration” means: 1. advising, counseling or giving notice to Employees, participants or beneficiaries regarding any Plan; 2. providing interpretations regarding any Plan; or 3. handling records or enrolling, terminating or canceling Employees, participants or beneficiaries regarding any Plan. B. “Claim” means any: 1. written demand for monetary or non-monetary relief commenced by the Insureds’ receipt of such demand; 2. civil proceeding commenced by the service upon the Insureds of a complaint or similar pleading; 3. criminal proceeding commenced by the return of an indictment, information or similar pleading; 4. formal administrative or regulatory proceeding commenced by the filing of a notice of charges or any similar document; DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0075 00 04 07 Page 2 of 6 5. formal administrative or regulatory governmental investigation (including a fact-finding investigation by the Department of Labor, Pension Benefit Guaranty Corporation or similar authority) of an Insured commenced by the service upon or other receipt by such Insured of a written notice from an investigating authority identifying such Insured as a target against whom a formal proceeding may be commenced; 6. written request to an Insured to toll or waive a statute of limitations regarding a potential Claim as described in 1 through 5 above, commenced by the Insured’s receipt of such request; or 7. regarding Insuring Agreement B, a Settlement Program Notice. C. “Employee” means any natural person whose labor or service was, is or shall be engaged by and directed by any Insured Organization or Plan, including fulltime, part-time, seasonal, leased and temporary employees as well as volunteers. Employee shall not include any Independent Contractor. D. “Executive” means any natural person who was, is or shall be a duly elected or appointed: 1. director, officer, or member of the board of managers or management committee of an Insured Organization; 2. in-house general counsel of an Insured Organization; or 3. manager of an Insured Organization organized outside the United States of America if such position is equivalent to those specified in 1 or 2 above. E. “Insured Person” means any: 1. Executive; 2. Employee; 3. natural person who was, is or shall be a duly elected or appointed trustee of any Plan; or 4. a fiduciary of a Plan if such person is specifically included as an Insured Person in a written endorsement issued by the Insurer. F. “Insureds” means any: 1. Insured Organization; 2. Plan; or 3. Insured Persons. G. “Loss” means the amount that the Insureds are legally obligated to pay resulting from a Claim, including, without limitation, damages, settlements, judgments, pre- and post- judgment interest, and Defense Costs. Regarding Insuring Agreement B, “Loss” means Voluntary Settlements and Defense Costs. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0075 00 04 07 Page 3 of 6 Loss shall include punitive and exemplary damages where insurable by law. The insurability of such damages shall be governed by the laws of any applicable jurisdiction that permits coverage of such damages. Loss shall exclude any: 1. taxes, fines or penalties imposed by law other than any; a. five percent (5%) or less, or twenty percent (20%) or less, civil penalties imposed under Section 502(i) or (l), respectively, of ERISA; b. civil penalties imposed by the Pension Ombudsman appointed by the United Kingdom Secretary of State for Social Services or by the Occupational Pensions Regulatory Authority in the United Kingdom or any successor thereto; provided any coverage for such civil penalties applies only if the funds or assets of the subject Plan are not used to fund, pay or reimburse the premium for this Policy; c. civil penalties imposed upon an Insured for violation of the privacy provisions of the Health Insurance Portability and Accountability Act of 1996, provided that the Insurer’s maximum aggregate liability for all such civil money penalties under this Policy shall be subject to a sublimit of $25,000 that shall be the maximum aggregate amount that the Insurer shall pay for all such penalties and shall be part of, and not in addition to, the Limit of Liability applicable to this Liability Coverage Part; or d. solely with respect to Insuring Agreement B, Voluntary Settlements; 2. multiple portion of any multiplied damage award; 3. matters that are uninsurable under the law pursuant to which this Policy shall be construed; 4. amount for which the Insureds are not financially liable or for which the claimants are without legal recourse to the Insureds; or 5. non-monetary relief. H. “Plan” means: 1. any Sponsored Plan; or 2. any government-mandated insurance program for workers compensation, unemployment, social security or disability benefits for Employees. I. “Settlement Program” means any voluntary compliance resolution program or similar voluntary settlement program administered by the United States Internal Revenue Service, United States Department of Labor or any other domestic or foreign governmental authority. Such programs include, without limitation, the Employee Plans Compliance Resolution System, Audit Closing Agreement Program, Voluntary Compliance Resolution Program, Walk-in Closing Agreement Program, Administrative Policy Regarding Self-Correction, Tax Sheltered Annuity Voluntary Correction Program, Delinquent Filer Voluntary Compliance Program, and Voluntary Fiduciary Correction Program. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0075 00 04 07 Page 4 of 6 J. “Settlement Program Notice” means prior written notice to the Insurer by any Insured of the Insured’s intent to enter into a Settlement Program. K. “Sponsored Plan” means any: 1. Employee Benefit Plan, Pension Benefit Plan or Welfare Benefit Plan, as each is defined in ERISA, operated solely by any Insured Organization, or jointly by any Insured Organization and a labor organization, for the benefit of Employees only; 2. employee benefit plan or program not subject to ERISA sponsored solely by any Insured Organization for the benefit of Employees only, including any fringe benefit or excess benefit plan; 3. employee benefit plan or program otherwise described in paragraphs 1. or 2. above while such plan or program is being actively developed, formed or proposed by any Insured Organization prior to the formal creation of such plan or program; provided, however, no coverage is afforded for any Claim against an Insured in a settlor or similar uninsured capacity with respect to any plan or program; or 4. plan, fund, or program specifically included as a Sponsored Plan in a written endorsement issued by the Insurer. Sponsored Plan shall not include any multi-employer plan or employee stock ownership plan, unless such plan is specifically included as a Sponsored Plan by a written endorsement issued by the Insurer. L. “Voluntary Settlement” means any fees, fines, or penalties paid by an Insured to a governmental authority pursuant to a Settlement Program for the actual or alleged inadvertent non-compliance by a Plan with any statute, rule or regulation; provided that Voluntary Settlement shall not include (i) any costs to correct the non-compliance, or any other charges, expenses, taxes or damages; or (ii) any fees, fines, or penalties relating to a Plan which, as of the earlier of inception date of this Policy or the inception date of the first policy in an uninterrupted series of policies issued by the Insurer of which this Policy is a direct or indirect renewal or replacement, any Insured Person knew to be actually or allegedly non-compliant. M. “Wrongful Act” means any actual or alleged: 1. breach of the responsibilities, obligations or duties imposed by ERISA upon fiduciaries of any Sponsored Plan in their capacity as such fiduciaries; 2. act, error or omission in Administration by any Insured in their capacity as such; or 3. matter claimed against any Insured Persons solely by reason of their service as a fiduciary of any Sponsored Plan. 3. EXCLUSIONS A. The Insurer shall not pay Loss for any Claim against an Insured: DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0075 00 04 07 Page 5 of 6 1. arising from, based upon, or attributable to any fact, circumstance or situation that, before the inception date of this Policy, was the subject of any notice given under any other insurance policy; 2. arising from, based upon, or attributable to any: a. demand, suit or proceeding made or initiated against any Insured on or prior to the applicable Pending and Prior Litigation Date in Item 6 of the Declarations; or b. Wrongful Act specified in such prior demand, suit or proceeding or any Interrelated Wrongful Acts thereto; 3. for bodily injury, sickness, disease, emotional distress, mental anguish, or death of any person, or damage to or destruction of any tangible property, including loss of use thereof; 4. arising from, based upon, or attributable to any: a. discharge, dispersal, release, escape, seepage, migration or disposal of Pollutants, nuclear material or nuclear waste or any threat of such discharge, dispersal, release, escape, seepage, migration or disposal; or b. direction, request or voluntary decision to test for, abate, monitor, clean up, remove, contain, treat, detoxify or neutralize Pollutants, nuclear material or nuclear waste, provided that this exclusion shall not apply to any (i) Claim by or on behalf of a beneficiary or participant in any Sponsored Plan for diminution in value of any securities owned by the Sponsored Plan in any organization other than any Insured Organization; or (ii) Non-Indemnifiable Loss; 5. arising from, based upon, or attributable to any liability under any contract or agreement, provided that this exclusion shall not apply to the extent that liability: a. would have been incurred in the absence of such contract or agreement; or b. was assumed in accordance with or under an agreement or declaration of trust pursuant to which a Plan was established; 6. for the failure of any Insureds to comply with any workers’ compensation, unemployment insurance, social security, or disability benefits law or any similar law except: a. the Consolidated Omnibus Budget Reconciliation Act of 1985; or b. the Health Insurance Portability and Accountability Act of 1996; 7. for discrimination in violation of any law other than ERISA; DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0075 00 04 07 Page 6 of 6 8. arising from, based upon, or attributable to the gaining, in fact, of any personal profit, remuneration or advantage to which such Insured is not legally entitled; or 9. arising from, based upon, or attributable to any deliberately fraudulent or criminal act or omission or willful violation of law by such Insured if a judgment or other final adjudication in such Claim or another proceeding establishes that such act, omission or violation occurred. Regarding exclusions 8 and 9 above: (i) no Wrongful Act of any Insured Person shall be imputed to any other Insured Person; and (ii) only a Wrongful Act by a past, present or future chairman of the board, chief executive officer, president, chief operating officer, chief financial officer, general counsel or limited liability company manager of any Insured Organization or a past, present or future Plan trustee shall be imputed to any Insured Organization or Plan. B. Other than Defense Costs, the Insurer shall not pay Loss for any Claim against an Insured for: 1. failure to fund, or collect contributions owed to, any Plan; 2. return or reversion to an employer of any contribution or asset of any Plan; or 3. benefits under any Plan, including benefits that would be due under any Plan if such Plan complied with all applicable laws, provided that this exclusion shall not apply to the extent that an Insured is a natural person and the benefits are payable by such Insured as a personal obligation. 4. TERMINATED PLAN COVERAGE If, before or during the Policy Period, any Plan is terminated, coverage for such Plan and its Insureds shall continue until termination of this Policy. Such coverage continuation shall apply to covered Claims for Wrongful Acts occurring prior to or after the date the Plan was terminated. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0501 00 10 16 Page 1 of 4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKPLACE VIOLENCE COVERAGE (EMPLOYMENT PRACTICES LIABILITY COVERAGE PART) Regarding the Employment Practices Liability Coverage Part and for the purposes of coverage in this Endorsement only, it is agreed that: 1. Aggregate Single Loss Limit of Liability: $250,000 2. Business Interruption Costs Single Loss Limit of Liability: $250,000 3. Aggregate Business Interruption Costs Limit of Liability: $250,000 4. Deductible: $0 TABLE OF CONTENTS 1. INSURING AGREEMENT 2. DEFINITIONS 3. EXCLUSIONS 4. LIMIT OF LIABILITY 5. PRIOR LOSS COVERAGE 6. LOSS REPORTING RIGHTS AND DUTIES 7. LOSS COOPERATION 1. INSURING AGREEMENT The Insurer shall reimburse Workplace Violence Costs and Business Interruption Costs resulting from any Workplace Violence first commenced during the Policy Period. 2. DEFINITIONS Whether used in the singular or plural, the following terms shall have the meanings specified below: A. “Business Activities” means the business conducted on the Premises by an Insured Organization. B. “Business Interruption Costs” means the sum of the following: 1. loss of net income (net profit or loss before income taxes) during the Restoration Period resulting from Workplace Violence; 2. plus operating costs incurred during the Restoration Period that are necessary to allow an Insured Organization to resume Business Activities at the same level that existed prior to the Workplace Violence; 3. plus costs incurred solely to reduce the amounts of loss of net income and operating costs described in 1 and 2 above provided that such costs do not exceed the amounts of the actual reductions in loss of net income and operating costs; and 4. less recoveries for Workplace Violence from all sources other than the Insurer. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0501 00 10 16 Page 2 of 4 C. “Discovery” means knowledge acquired by an Executive that would cause a reasonable person to believe (i) a covered Loss has occurred or (ii) that circumstances have arisen that may subsequently result in a covered Loss, including Loss: 1. sustained prior to the inception date specified in Item 2 of the Declarations for this Policy; or 2. for which exact details are unknown. D. “Employee” means any natural person whose labor or service is engaged and directed by any Insured Organization, including any: (i) Executive; (ii) fulltime, part-time, seasonal, leased or temporary employee; or (iii) volunteer. Employee shall not include any Independent Contractor. E. “Executive” means any natural person who is a duly elected or appointed: 1. director, officer, or member of the board of managers or management committee of an Insured Organization; 2. in-house general counsel of an Insured Organization; or 3. manager of an Insured Organization organized outside the United States of America if such manager holds a position equivalent to those specified in 1 or 2 above. F. “Insured Person” means any natural person who is: 1. an Employee; or 2. visiting the Premises for a lawful purpose. G. “Insured” means any: 1. Insured Organization; or 2. Insured Person. H. “Loss” means any Workplace Violence Costs and Business Interruption Costs. I. “Premises” means buildings, facilities or properties occupied by an Insured Organization in conducting its business activities. J. “Restoration Period” means a period of time commencing 72 hours after the cessation of Business Activities because of Workplace Violence and ending on the earliest of the following dates: 1. the full resumption of Business Activities; 2. the date that Business Activities should have resumed had an Insured Organization being reasonably diligent in pursuing resumption of Business Activities; 3. 30 days after any civil authority denies access to the Premises; or 4. 90 days after the commencement of the Restoration Period. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0501 00 10 16 Page 3 of 4 K. “Workplace Violence” means an intentional and unlawful act perpetrated against an Insured Person within the Premises involving use of a deadly weapon, or threat of such use. L. “Workplace Violence Costs” means the following reasonable costs incurred by an Insured Organization in response to any Workplace Violence: 1. security guard services for up to 15 days; 2. security consulting for up to 90 days; 3. public-relations consulting for up to 90 days; 4. a single group counseling for Employees; and 5. forensics analysis. 3. EXCLUSION The Insurer shall not be liable to pay Loss resulting from any: A. Workplace Violence initiated in connection with a demand for money, securities or other property; B. declared or undeclared war, civil war, insurrection, rebellion or revolution, military, naval or usurped power, governmental intervention or authority, expropriation or nationalization, or any act or condition incident or related to any of the foregoing; or C. attorneys fees, expenses, settlements, judgments, penalties or other amounts incurred in defending or prosecuting any legal proceeding or claim involving any Workplace Violence. 4. LIMIT OF LIABILITY A. The Insurer’s maximum liability for each single Loss shall not exceed the Aggregate Single Loss Limit of Liability specified in item 1 of the Declarations of this Endorsement, regardless of the number of Insureds incurring such Loss. The Aggregate Single Loss Limit of Liability specified in item 1 of the Declarations of this Endorsement shall be part of, and not in addition to, the Limit of Liability for this Liability Coverage Part. B. The Insurer’s maximum liability for Business Interruption Costs for each single Loss shall not exceed the Business Interruption Costs Single Loss Limit of Liability specified in item 2 of the Declarations of this Endorsement, regardless of the number of Insureds incurring such Loss. The Insurer’s maximum aggregate liability for all Business Interruption Costs under this Endorsement shall not exceed the Aggregate Business Interruption Costs Limit of Liability specified in item 3 of the Declarations of this Endorsement. Such Limits of Liability shall be part of, and not in addition to, the Aggregate Single Loss Limit of Liability specified in item 1 of the Declarations of this Endorsement. C. All Loss arising out of a single incident or related incidents of Workplace Violence shall be considered a single Loss. D. If there is more than one Insured, the maximum liability of the Insurer for any single Loss sustained by more than one Insured shall not exceed the amount for which the Insurer would have been liable if the single Loss had been sustained by one Insured. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF Endorsement Number: 1 Policy Number: NFP0131720-03 Named Insured: Puget Sound Naval Museum Foundation This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: February 15, 2021 00 PCD0501 00 10 16 Page 4 of 4 E. The amount that the Insurer shall pay for any single Loss shall not be cumulative from Policy Period to Policy Period. F. Unless specified in the Declarations of this Endorsement, there is no Deductible applicable to any Loss covered under this Endorsement. 5. PRIOR LOSS COVERAGE In addition to Loss resulting from any Workplace Violence first commenced during the Policy Period, coverage shall extend to Loss resulting from any Workplace Violence first commenced prior to the inception of the Policy Period provided that: A. an Insured Organization had substantially identical coverage in effect at the time of the prior Workplace Violence, such coverage was continuously maintained until the inception of this coverage, and Discovery of such Loss occurred after the time allowed for reporting such Loss under the prior coverage; B. if prior coverage was provided by the Insurer or any affiliate of the Insurer, such prior coverage shall be terminated as of the inception of this coverage; and C. the Insurer’s maximum liability for each single Loss under this Endorsement shall not exceed the lesser of the applicable limit or sublimit of liability under this Endorsement or the limit or sublimit of liability available under the prior coverage. 6. LOSS REPORTING RIGHTS AND DUTIES A. Knowledge possessed by any Insured or Discovery shall be deemed knowledge possessed or Discovery by all Insureds. B. Upon Discovery and as a condition precedent to coverage, the Named Organization shall provide to the Insurer: 1. written notice of Discovery as soon as practicable, but no later than 60 days after the end of the Policy Period; and 2. a sworn proof of Loss with full particulars. C. No Insured shall institute legal proceedings against the Insurer regarding any Loss more than 2 years after Discovery. 7. LOSS COOPERATION The Insureds shall cooperate with the Insurer regarding the handling and processing of all covered matters under this Policy. All other terms and conditions of this policy remain unchanged. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0489 48 05 16 Page 1 of 8 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON ARCH STRENGTH ENDORSEMENT (NONPROFIT ORGANIZATION LIABILITY COVERAGE PART) Regarding the Nonprofit Organization Liability Coverage Part, it is agreed that: 1. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS OF LIABILITY (NO DEDUCTIBLE) Except for the Repatriation Costs per Employee Limit of Liability specified below, each Limit of Liability specified below for each Coverage shall be the maximum aggregate amount that the Insurer shall pay under this endorsement for such Coverage (regardless of the number of insured events occurring during the Policy Period or the number of Insureds involved in such events). The Repatriation Costs per Employee Limit of Liability shall be part of, and not in addition to, the Repatriation Costs aggregate Limit of Liability. Each Limit of Liability specified below is in addition to, and not part of, the Limit of Liability otherwise applicable to this Liability Coverage Part: COVERAGE LIMITS OF LIABILITY A. Business Travel Accident $50,000 B. Conference Cancellation $25,000 C. Destroyed Records $25,000 D. Death Benefit $50,000 E. Donation Failure $50,000 F. Emergency Real Estate Fees $50,000 G. Immigration $25,000 H. Fundraising Event Power Outage $25,000 I. Identity Theft $50,000 J. Executive Replacement $50,000 K. Kidnapping $50,000 L. Repatriation $10,000 per Employee $50,000 aggregate M. Temporary Meeting Space $25,000 N. Terrorism Travel $50,000 O. Trip Cancellation $ 2,500 No Deductible applies to any coverage included in this endorsement. If an insured event is covered under this endorsement and any other part of this Policy or any other insurance policy issued by the Insurer, the Insurer’s maximum aggregate liability for such insured event under this endorsement, such other part of this Policy, and such other policy combined shall be a single limit of liability equal to the highest applicable limit of liability of any of such coverages. 2. ADDITIONAL COVERAGES Subject to the applicable Limit of Liability specified in item 1 above, the following additional coverages are offered under this Policy: A. Business Travel Accident The Insurer shall reimburse an Insured Organization for any Business Travel Accident Costs if an Insured Person suffers Injury during the Policy Period while traveling on a DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0489 48 05 16 Page 2 of 8 common carrier and carrying on an Insured Organization’s business, provided that such Costs shall not be payable if the cause of such Injury was: 1. an intentional act by the Insured Person; 2. an act of suicide or attempted suicide; 3. an act of war; or 4. the result of a disease process. B. Conference Cancellation The Insurer shall reimburse an Insured Organization for any reasonable and necessary business-related conference expenses incurred and not otherwise reimbursed resulting from a business conference canceled during the Policy Period that an Employee was scheduled to attend at the request of the Insured Organization provided that: 1. such cancellation was caused by a Natural Catastrophe or a Communicable Disease outbreak; 2. the Employee must have registered for the conference at least twenty-one (21) days prior to the cancellation; and 3. the cancellation must be ordered by a governmental authority having jurisdiction over the location of the conference. C. Destroyed Records The Insurer shall reimburse an Insured Organization for any reasonable and necessary expenses required to reconstruct paper or electronic business records of the Insured Organization that are lost or destroyed resulting from a Natural Catastrophe or Terrorism occurring during the Policy Period. D. Death Benefit The Insurer shall pay an Insured Organization the Death Benefit specified in item 1 of this Endorsement for the death of an Executive resulting from Terrorism occurring during the Policy Period. E. Donation Failure The Insurer shall reimburse an Insured Organization for the amount of any donation not received resulting from any Donation Failure occurring during the Policy Period provided that: 1. the Insured Organization is an organization that is exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code; and 2. non-cash donations shall be valued at the fair market value of such donation at the time of Donation Failure. F. Emergency Real Estate Fees DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0489 48 05 16 Page 3 of 8 The Insurer shall reimburse an Insured Organization for any reasonable and necessary realtor or real estate consulting fees resulting from the relocation of the Insured Organization’s Office because of the “unforeseeable destruction” of such Office during the Policy Period. G. Immigration The Insurer shall reimburse an Insured Organization for any civil fines or penalties assessed against an Insured for any non-willful violation of the United States Immigration and Nationality Act (“INA”) provided that such violation results from a notice of inspection, audit or investigation by a governmental agency commenced during the Policy Period and no coverage shall be granted to any Insured: 1. against whom a final judgment has been made that such Insured knowingly and willfully violated the INA or engaged in a pattern and practice of such violation as defined in INA; or 2. for any forfeiture of property or vehicles or any amount arising out of or related to any private right of action (RICO, injunctive or otherwise) under Title 8, USC, including any Defense Costs. H. Fundraising Event Power Outage The Insurer shall reimburse an Insured Organization for Fundraising Costs incurred resulting from the cancellation of a fundraising event originally scheduled to occur during the Policy Period provided that: 1. the cancellation is because of a power outage; 2. the fundraising event had been planned at least 21 days prior to the power outage; and 3. the fundraising event has not been rescheduled. I. Identity Theft The Insurer shall reimburse an Executive for Identity Theft Costs incurred resulting from any Identity Theft first discovered and reported during the Policy Period provided that such Identity Theft began to occur subsequent to the effective date of an Insured Organization’s first policy with the Insurer offering identity theft coverage. J. Executive Replacement The Insurer shall reimburse an Insured Organization for Executive Replacement Costs if an Executive suffers a violent or accidental injury during the Policy Period that results in the death of such Executive during the Policy Period. K. Kidnapping The Insurer shall reimburse any Executive for Response Costs incurred resulting from any Kidnapping during the Policy Period of such Executive or their spouse, Domestic Partner, parent or child provided that no coverage shall be granted for any kidnapping by or at the direction of any present or former family member of the victim. L. Repatriation DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0489 48 05 16 Page 4 of 8 The Insurer shall reimburse an Insured Organization for Repatriation Costs arising from Repatriation first commenced during the Policy Period, provided that no coverage is granted for travel to countries in a state of Political Unrest at the time of Repatriation. M. Temporary Meeting Space The Insurer shall reimburse an Insured Organization for the costs of renting meeting space that is necessitated by the temporary unavailability of the Insured Organization’s Office due to: 1. Terrorism; 2. Natural Catastrophe; or 3. the complete failure of a climate control system, occurring during the Policy Period, provided that coverage shall be limited to the costs of renting temporary meeting space required for meeting with natural persons or organizations who are not Insureds under this Policy for a period not to exceed 30 days. N. Terrorism Travel Coverage The Insurer shall reimburse any Executive if Terrorism occurs during the Policy Period which necessitates that such Executive incur Terrorism Travel Costs. O. Trip Cancellation Reimbursement The Insurer shall reimburse any Executive for any Nonrefundable Costs resulting from the cancellation during the Policy Period of any regularly scheduled business travel on a common carrier that was scheduled to occur during the Policy Period. 3. DEFINITIONS A. “Communicable Disease” means an illness, sickness, condition or an interruption or disorder of body functions, systems or organs that is transmissible by an infection or a contagion directly or indirectly through human contact, or contact with human fluids, waste, or similar agent, such as, but not limited to Meningitis, Measles or Legionnaire’s Disease. B. “Donation Failure” means any situation in which a written pledge of funds or other measurable, tangible property is made to an Insured Organization during the Policy Period that obligates the donor to make such contribution prior to the expiration of the Policy Period and such pledge is not honored because of: 1. the bankruptcy or reorganization of any donor after such pledge is made that prevents the donor from honoring such pledge; or 2. the unemployment or incapacitation of a natural person donor that prevents the donor from honoring such pledge. Donation Failure excludes any situation in which: (i) a donor has filed for bankruptcy during the 7 years prior to making a donation pledge; (ii) the donor or any Insured had reason to believe at the time of donation that the donor would become unemployed or incapacitated; or (iii) the donor was unemployed during the 60 days prior to the time of donation. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0489 48 05 16 Page 5 of 8 C. “Executive Replacement Costs” means the following reasonable and necessary expenses for: 1. costs of advertising the employment position opening; 2. travel, lodging, meal and entertainment expenses incurred in interviewing job applicants for the employment position opening; or 3. miscellaneous extra expenses incurred in finding, interviewing and negotiating with the job applicants, including, but not limited to, overtime pay, costs to verify the background and references of the applicants and legal expenses incurred to draw up an employment contract. D. “Fundraising Costs” means deposits forfeited and other charges paid for catering services, property and equipment rentals and related transport, venue rentals, accommodations (including travel), and entertainment expenses less any deposits or other fees refunded or refundable. E. “Identity Theft” means the unapproved use or transfer in violation of any law of a means of identifying any Executive with the intent to commit, or to aid or abet another to commit, any unlawful activity that constitutes a violation of federal law or a felony under any applicable state or local law. F. “Identity Theft Costs” mean any reasonable and necessary: 1. notarization costs for documents required by financial institutions or similar credit grantors or credit agencies; 2. certified mail costs to law enforcement agencies, credit agencies, or similar credit grantors; or 3. loan application fees for re-applying for a loan or loans when the original application is rejected solely because the lender received incorrect credit information. G. “Injury” means any: 1. physical damage to the body caused by violence, fracture, or an accident that results in loss of life within one year of the accident. 2. accidental loss of limbs or multiple fingers; or 3. total loss of sight, speech or hearing. H. “Insured Organization’s Office” means the office specified in item 1 of the Declarations. I. “Kidnapping” means any wrongful abduction, and holding under duress or by fraudulent means, of an Executive, in which a demand for payment of ransom is made to the family of such Executive or to the Insured Organization, as a condition for the release of such Executive. J. “Natural Catastrophe” means any hurricane, tsunami, tornado, earthquake or flood. K. “Nonrefundable Costs” means the following reasonable and necessary travel-related expenses incurred after a seventy-two (72) hour waiting period, beginning from the time DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0489 48 05 16 Page 6 of 8 documented on the proof of cancellation, and for which your director or officer produces a receipt: 1. meals and lodging; 2. alternative transportation; 3. clothing and necessary toiletries; and 4. emergency prescription and non-prescription drug expenses. L. “Political Unrest” means: 1. a short or long-term condition of disturbance, turmoil or agitation that makes a foreign country dangerous or unstable for an Insured Person or poses imminent risks to the security of an Insured Person; or 2. a condition of disturbance, turmoil or agitation in a foreign country that constrains the United States Government’s ability to assist an Insured Person, due to the closure or inaccessibility of an embassy or consulate or because of a reduction of its staff for which either an alert or travel warning has been issued by the United States Department of State. M. “Repatriation” means the departure of any Insured Person from the country in which such Insured Person resides because of any: 1. nonmedical recommendation issued by a government official of the country in which the Insured Person resides or a country of which the Insured Person is a citizen or legal resident that any category of persons that includes the Insured Person should leave the country in which they reside; 2. expulsion of an Insured Person by the recognized government of a country in which an Insured Person resides, or the issuance of an expulsion order or declaration of persona non grata regarding an Insured Person by the recognized government of a country in which an Insured Person resides; or 3. wholesale confiscation or expropriation of the property, plant and equipment of an Insured Organization within a country in which an Insured Person resides, provided that such recommendation, expulsion, or confiscation or expropriation first commences during the Policy Period. N. “Repatriation Costs” means the following reasonable and necessary expenses incurred by an Insured Organization because of Repatriation: 1. travel expenses to the nearest place of safety or to a country in which an Insured Person is a citizen or legal resident; 2. lodging expenses up to a maximum of 7 days; and 3. Compensation for an Employee who is the subject of a Repatriation; provided that such coverage shall apply to the Compensation in effect at the time of the Repatriation and shall end upon the earlier of: (i) 120 days from the beginning of the Repatriation; or (ii) the return of the Employee to a country in which an Insured Person is a citizen or legal resident. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0489 48 05 16 Page 7 of 8 O. “Response Costs” means the following reasonable and necessary expenses regarding any Kidnapping: 1. security consulting by the security consultant selected by the Insurer; 2. independent public relations consulting; 3. travel and lodging expenses of an Insured Person; 4. independent legal counsel; 5. independent security guard services up to a maximum of 15 days; 6. independent negotiation services; 7. foreign language interpretation services; 8. advertising, communications, and recording equipment; 9. independent forensic analysis; 10. interest on a loan from a financial institution taken by you to finance a ransom payment as a result of a Kidnapping; 11. reward money paid to natural person who provides information leading to the arrest and conviction of perpetrators of any Kidnapping; 12. compensation paid to any: a. kidnapped Employee following the Kidnapping; and b. replacement Employee following the Kidnapping of another Employee provided that coverage for such Compensation to each Employee shall be no greater than the rate in effect for the kidnapped Executive at the time of such Kidnapping and will end on the earliest of the following occurrences: (i) recovery of the deceased body of the kidnapped Executive; (ii) 45 days after the release of the kidnapped Executive; (iii) 120 days after the last communication from the kidnapped Executive or the perpetrators of the Kidnapping; or (iv) 5 years after the date of the Kidnapping; 13. medical, cosmetic, psychiatric and dental expenses incurred following such Executive’s release; and 14. travel expenses to return an Executive to the place where such Executive resided at the time of a Kidnapping. P. “Terrorism” means any act certified pursuant to the Terrorism Risk Insurance Act. Q. “Terrorism Travel Costs” means reasonable and necessary: 1. hotel expenses incurred within forty-eight (48) hours of Terrorism directly resulting from the cancellation of a scheduled transport by a commercial transportation carrier; and DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF Endorsement Number: 2 Policy Number: NFP0131720-03 Named Insured: Puget Sound Naval Museum Foundation This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: February 15, 2021 00 PCD0489 48 05 16 Page 8 of 8 2. Expenses incurred in rescheduling comparable transport following the cancellation described in 1 above. 4. LOSS REPORTING It shall be a condition precedent to coverage that any insured event be reported as soon as practicable after a Claim Manager first becomes aware of the occurrence of such event but no later than one year after the end of the Policy Period. 5. APPLICABILITY OF POLICY PROVISIONS Regarding this endorsement: (i) General Provisions Sections 4. Spousal, Domestic Partner, Estate and Legal Representative Coverage, 5. Extended Reporting Period, 7. Deductible, 8. Defense of Claims, 9. Claim and Potential Claim Notices, 10. Interrelated Claims, and 11. Allocation shall not apply; (ii) Sections 3. Outside Directorship Liability Coverage and 4. Exclusions shall not apply; and (iii) the Insureds shall give to the Insurer all information and cooperation as the Insurer may reasonably request. All other terms and conditions of this Policy remain unchanged. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF Endorsement Number: 3 Policy Number: NFP0131720-03 Named Insured: Puget Sound Naval Museum Foundation This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: February 15, 2021 00 PCD0502 00 10 16 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND DEFINITIONS OF EXECUTIVE (IS, WAS, OR SHALL BE) AND INSURED PERSON (INSURED CAPACITY DURATION) (NONPROFIT ORGANIZATION LIABILTY COVERAGE PART) Regarding the Nonprofit Organization Liability Coverage Part, it is agreed that: 1. Section 2. Definitions, H. “Executive” is deleted and replaced by: “Executive” means any natural person who is, was, or shall be a duly elected or appointed: 1. director, executive director, officer, trustee, regent, governor or member of the board of managers, board of governors, advisory board or duly constituted committee of an Insured Organization; 2. in-house general counsel of an Insured Organization as well as any other natural person employed by an Insured Organization as an in-house attourney; 3. manager of an Insured Organization organized outside the United States of America if such position is equivalent to those specified in 1 or 2 above. 2. Section 2. Definitions, I. “Insured Person” is deleted and replaced by: “Insured Person” means any: 1. Executive; or 2. Employee A person acts in an insured capacity only during the time that such person occupies the positions described in 1 and 2 above. After termination of employment or service with an Insured Organization, an Insured Person remains an Insured Person for: (i) any Wrongful Act occurring prior to termination of employment or service; and (ii) purposes of Section 4. Exclusions, A. 6.d. All other terms and conditions of this Policy remain unchanged. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0511 00 09 17 Page 1 of 4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FOUNDATION ENDORSEMENT (NONPROFIT ORGANIZATION LIABILITY COVERAGE PART) Regarding the Nonprofit Organization Liability Coverage Part, it is agreed that: 1. Declarations Item 6. Coverage Elections, E. Crisis Management Costs for a Network Security Breach or Privacy Violation is deleted and replaced by: Insuring Agreement: Crisis Management Costs Aggregate Sublimit of Liability: $250,000 Network Security Breach & Privacy Violation Sublimit of Liability: $100,000 Deductible Each Claim: None Pending and Prior Litigation Date: 02/15/2015 2. Section 1. Insuring Agreements, E. is deleted and replaced by: E. Crisis Management Costs Coverage The Insurer shall pay Crisis Management Costs on behalf of an Insured Organization resulting from a Fundraising Fraud, Management Crisis, Network Security Breach, Privacy Violation, Public Relations Event, or Regulatory Crisis occurring during the Policy Period and reported as soon as practicable but no later than 60 days after the Policy Period. This Insuring Agreement shall be subject to the Aggregate Sublimit of Liability specified in item 6.E of the Declarations. Such Sublimit of Liability shall be the maximum aggregate amount that the Insurer shall pay under this Insuring Agreement. Such Sublimit of Liability shall be part of, and not in addition to, the Limit of Liability applicable to this Liability Coverage Part. No deductible shall apply to this Insuring Agreement. Crisis Management Costs resulting from all Network Security Breaches and Privacy Violations combined shall also be subject to the Network Security Breach & Privacy Violation Sublimit of Liability specified in item 6.E of the Declarations. Such Sublimit of Liability shall be the maximum aggregate amount that the Insurer shall pay under this Insuring Agreement for all such Crisis Management Costs. Such Sublimit of Liability shall be part of, and not in addition to, the Aggregate Sublimit of Liability specified in item 6.E of the Declarations. Regarding this Insuring Agreement: (i) General Provisions Sections 4. Coverage Extensions, 5. Extended Reporting Period, 7. Deductible, 8. Defense of Claims, 9. Claim and Potential Claim Notices, 10. Interrelated Claims, and 11. Allocation shall not apply; (ii) Section 4. Exclusions shall not apply; and (iii) the Insureds shall give to the Insurer all information and cooperation as the Insurer may reasonably request. “Fundraising Fraud” means a third party unlawfully using the identity of the Insured Organization to solicit donations in the name of the Insured Organization. “Management Crisis” means the death, incapacity, or criminal indictment of any Insured Person on whom an Insured Organization maintains key person life insurance. “Public Relations Event” means any actual or alleged sexual: DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0511 00 09 17 Page 2 of 4 1. abuse; 2. assault; 3. molestation; or 4. harassment, by an Insured Person against a natural person who is not an Insured Person. “Regulatory Crisis” means the public announcement of the commencement, or threat of commencement, of any litigation or any governmental or regulatory proceedings against an Insured Organization. 3. Section 2. Definitions, C. “Crisis Management Costs” is deleted and replaced by: C. “Crisis Management Costs” means reasonable and necessary fees and expenses incurred by an Insured, with the Insurer’s prior written consent, for: 1. public relations firm services to mitigate reputational damage resulting from any Fundraising Fraud, Management Crisis, Network Security Breach, Privacy Violation, Public Relations Event, or Regulatory Crisis; 2. legal services (by an attorney selected from the Insurer’s panel of lawyers) regarding any Network Security Breach or Privacy Violation solely to: a. provide counsel on the obligations of any applicable Privacy Law; and b. draft notices required by any applicable Privacy Law; 3. the notarizing of affidavits and similar documents and the certified mailing of said documents to law enforcement agencies, credit agencies and to financial institutions resulting from a Privacy Violation or Regulatory Crisis; 4. credit monitoring services required by any applicable Privacy Law regarding a Privacy Violation; and 5. providing any legally required notices to any victims of any Privacy Violation. Crisis Management Costs shall exclude: (i) any compensation, internal expenses or overhead of any Insured; and (ii) Loss not otherwise specifically described in 1, 2, 3, 4 or 5 above. 4. Section 2. Definitions, A. “Claim”, 5 is deleted and replaced by: 5. civil, criminal, administrative, or regulatory investigation of any Insured once such Insured is identified by name in a Wells Notice, subpoena or target letter by such investigating authority as a target against whom a formal proceeding described in 2, 3 or 4 above may be commenced; 5. Section 2. Definitions, G. “Excess Benefit Transaction Excise Tax” is amended to add: Excess Benefit Transaction Excise Tax also means any tax imposed upon a foundation manager or entity manager under the following Sections of the United States Internal Revenue Code: 4941(a)(2); 4965(a)(2); 4966(a)(2); or 4967(a)(2). DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0511 00 09 17 Page 3 of 4 6. Section 2. Definitions, L. “Loss” is amended to add: Notwithstanding the above, Loss shall include any civil penalties assessed under: A. IRS Code Section 6652(c)(1) for a failure to file tax returns provided that: (i) any such penalty is the direct result of a self-reported violation; and (ii) the Insurer’s maximum aggregate liability for all such penalties shall be subject to a Sublimit of Liability of $50,000 that shall be part of, and not in addition to, the Limit of Liability applicable to this Liability Coverage Part; B. Public Law 108-187 (the CAN-Spam Act of 2003) provided that the Insurer’s maximum aggregate liability for all such penalties shall be subject to a Sublimit of Liability of $50,000 that shall be part of, and not in addition to, the Limit of Liability applicable to this Liability Coverage Part; C. 1976 Lobby Law or the Lobbying Disclosure Act of 1995 provided that the Insurer’s maximum aggregate liability for all such penalties shall be subject to a Sublimit of Liability of $50,000 that shall be part of, and not in addition to, the Limit of Liability applicable to this Liability Coverage Part; or D. the privacy provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) other than a violation involving an employee benefit plan of any Insured Organization, provided that the Insurer’s maximum aggregate liability for all such penalties shall be subject to a Sublimit of Liability of $100,000 that shall be part of, and not in addition to, the Limit of Liability applicable to this Liability Coverage Part. 7. Section 2. Definitions, O. “Outside Capacity” is deleted and replaced by: O. “Outside Capacity” means service by an Insured Person in any unpaid capacity of an Outside Organization with the knowledge and consent, or at the request, of an Insured Organization. 8. Section 2. Definitions, P. “Outside Organization” is amended to add: “Outside Organization” also means any organization for which an Insured Person or Insured Organization was, is or shall be acting as a fiscal agent or sponsor. 9. Section 2. Definitions, U. “Publisher Wrongful Act” is amended to add: Without limitation, the conduct described in 1 and 2 above shall include matters carried out by any means in any location, including, without limitation, the Internet (i.e. e-mail, instant messaging, social networking services, blogs, etc.), regardless of whether access to the Internet is effected (i) on or off the premises of any Insured Organization; or (ii) through any computer or device owned or leased by any Insured Organization, Insured Person, or others. 10. Section 2. Definitions, X. “Wrongful Act” is amended to add: Wrongful Act includes any actual or alleged act, error, omission, misstatement, misleading statement, neglect, or breach of duty while acting as a fiscal sponsor by any Insured Person in their capacity as such or, with respect to Insuring Agreement C, by any Insured Organization. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF Endorsement Number: 4 Policy Number: NFP0131720-03 Named Insured: Puget Sound Naval Museum Foundation This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: February 15, 2021 00 PCD0511 00 09 17 Page 4 of 4 11. Section 4. Exclusions, B is amended to add: Notwithstanding the foregoing and subject to any other provision of this Policy that may apply, this Liability Coverage Part shall offer a Sublimit of Liability of $100,000 for Loss resulting from an Insured Organization serving as the trustee of a charitable remainder trust. Such Sublimit of Liability shall be the maximum aggregate amount that the Insurer shall pay for all such Loss. Such Sublimit of Liability shall part of, and not in addition to, the Limit of Liability applicable to this Liability Coverage Part. Such coverage shall be excess of any indemnification available from the charitable remainder trust. 12. Section 6. Additional Limit of Liability, A. is deleted and replaced by: A. An Additional Limit of Liability of $1,000,000 shall be available to pay Non-Indemnifiable Loss covered under Insuring Agreement A. 13. If: A. the premium for this Policy has been paid; B. this Policy is canceled or not renewed; C. no acquisition, merger, or consolidation as described in Section 14. Corporate Transactions, A. Takeover of Named Organization, 1 and 2 has occurred; D. no Insolvency has occurred; and E. this Policy is not replaced with similar management liability insurance, then any Retired Director shall automatically be granted an Extended Reporting Period for the Nonprofit Organization Liability Coverage Part with an Additional Period of unlimited duration for no Additional Premium. Except as otherwise provided in this Endorsement, such Extended Reporting Period shall follow the terms of General Provisions Section 5. Extended Reporting Period. If any Insured Organization acquires management liability insurance at a future time that would provide coverage for a Retired Director, then no coverage shall be available under this provision. “Retired Director” means any Insured Person member of the Board of Directors, or other governing board, of an Insured Organization who resigned such position prior to the end of the Policy Period. All other terms and conditions of this Policy remain unchanged. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF Endorsement Number: 5 Policy Number: NFP0131720-03 Named Insured: Puget Sound Naval Museum Foundation This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: February 15, 2021 00 PCD0545 00 11 17 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OUTSIDE ORGANIZATION EXCLUSION – WITH WHOM INSURED PERSONS SERVE IN AN OUTSIDE CAPACITY (NONPROFIT ORGANIZATION LIABILITY COVERAGE PART) Regarding the Nonprofit Organization Liability Coverage Part, it is agreed that Section 4. Exclusions, A. 8 is deleted and replaced by: 8. by or on behalf of any Outside Organization in which an Insured Person has served or is serving in an Outside Capacity, or any past or present director, officer, trustee, regent, governor or equivalent executive of any such Outside Organization, provided that this exclusion shall not apply to any Claim: a. that is a derivative suit made on behalf of an Outside Organization by any persons who are not: 1. Insured Persons; or 2. directors, officers, trustees, regents, governors or equivalent executives of the Outside Organization, and who make such Claim without the solicitation, assistance or participation of any such persons; or b. by any: 1. Insured Persons; or 2. directors, officers, trustees, regents, governors or equivalent executives of an Outside Organization, for contribution or indemnification if such Claim directly results from a Claim that is otherwise covered under this Liability Coverage Part. All other terms and conditions of this Policy remain unchanged. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF Endorsement Number: 6 Policy Number: NFP0131720-03 Named Insured: Puget Sound Naval Museum Foundation This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: February 15, 2021 00 ME5621 00 02 20 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INSURED ORGANIZATION VERSUS INSURED EXCLUSION (NONPROFIT) Regarding the Nonprofit Organization Liability Coverage Part, it is agreed that Section 4. Exclusion, A.6 is deleted and replaced by: 6. in connection with any Claim by or on behalf of any Insured Organization, provided that this exclusion shall not apply to any Claim: a. that is a Derivative Demand or Derivative Suit; or b. brought or maintained by or on behalf of a bankruptcy or insolvency trustee, examiner, receiver, creditors committee or similar official or committee for an Insured Organization or any assignee of such trustee, examiner, receiver, committee or similar official or committee if such Claim is made without the assistance, participation or solicitation of any Executive; provided that solicitation, assistance or participation shall not include Whistleblowing; All other terms and conditions of this Policy remain unchanged. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF Endorsement Number: 7 Policy Number: NFP0131720-03 Named Insured: Puget Sound Naval Museum Foundation This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: February 15, 2021 00 PCD0323 00 11 10 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IMMIGRATION INVESTIGATION – DEFENSE COSTS SUBLIMIT (EPL COVERAGE PART) Regarding the Employment Practices Liability Coverage Part, it is agreed that: 1. Section 1. Insuring Agreements is amended to add: C. Immigration Coverage Liability The Insurer shall pay Defense Costs on behalf of the Insureds resulting from an Immigration Claim for an Immigration Wrongful Act first made against the Insureds during the Policy Period or Extended Reported Period, if applicable. 2. Section 2. Definitions is amended to add: “Immigration Claim” means any investigation of any Insureds commenced by the service upon the Insured of a notice of inspection, audit or investigation by any governmental agency for any actual or alleged hiring, harboring, employment, or attempted employment of illegal aliens or potential illegal aliens. “Immigration Wrongful Act” means any actual or alleged violation of the Immigration Reform and Control Act of 1986 or any other similar federal or state regulations. 3. General Provisions Section 11. Allocation shall not apply to any Immigration Claim. 4. The Insurer shall provide Defense Costs for an Immigration Claim provided that such coverage shall be subject to the following: A. The Insurer’s maximum aggregate limit of liability for all Defense Costs shall be subject to a Sublimit of $100,000 in excess of a Deductible of $15,000. Such Sublimit of Liability shall be part of, and not in addition to, the limit of liability applicable to this Liability Coverage Part. B. It shall be the duty of the Insureds to defend any Immigration Claim. C. The Insurer shall not have any duty to defend any Immigration Claim, provided that the Insurer shall have the right to: 1. associate with the Insureds in the defense of any Immigration Claim; and 2. make any investigation it deems appropriate regarding any Immigration Claim. D. At the written request of the Insureds, the Insurer shall advance Defense Costs excess of the applicable Deductible prior to the final disposition of any Immigration Claim, provided that the Insureds shall repay such Defense Costs if it is subsequently determined that such Defense Costs are not covered under this Policy. E. The Insureds shall not admit nor incur any Defense Costs without the prior written consent of the Insurer, such consent not to be unreasonably withheld. The Insurer shall not be liable for any Defense Costs to which it has not consented. All other terms and conditions of this Policy remain unchanged. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF Endorsement Number: 8 Policy Number: NFP0131720-03 Named Insured: Puget Sound Naval Museum Foundation This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: February 15, 2021 00 PCD0486 00 12 18 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NFP WAGE AND HOUR EXCLUSION – DEFENSE COSTS SUBLIMIT (EPL COVERAGE PART) Regarding the Employment Practices Liability Coverage Part, it is agreed that: 1. Section 3. Exclusion, A.5 is amended to delete “(ii) the Fair Labor Standards Act (except the Equal Pay Act)”. 2. The Insurer shall not pay Loss for any Wage & Hour Claim against an Insured, provided that this exclusion shall not apply to any Claim whose sole allegation is Retaliation. 3. “Wage & Hour Claim” means any Claim arising from, based upon, or attributable to any: (i) federal, state, local or common law regulating the payment of compensation to any person; (ii) violation of the Fair Labor Standards Act (except the Equal Pay Act) or any similar law; (iii) overtime compensation; (iv) on-call time compensation, including, without limitation, compensation for waiting time and dressing time; (v) minimum wage or prevailing wage compensation; (vi) classification of any person for the purpose of determining eligibility for compensation; (vii) meal or rest periods; (viii) reimbursement of expenses, or (ix) maintenance of accurate records. 4. Notwithstanding item 2 above, the Insurer shall provide Defense Costs for any Wage & Hour Claim provided that the Insurer’s maximum liability for all Defense Costs resulting from all such Wage & Hour Claims combined shall be a Sublimit of Liability of $500,000. Such Sublimit of Liability shall be the maximum aggregate amount that the Insurer shall pay under this coverage. Such Sublimit of Liability shall be part of, and not in addition to, the limit of liability applicable to this Liability Coverage Part All other terms and conditions of this Policy remain unchanged. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF Endorsement Number: 9 Policy Number: NFP0131720-03 Named Insured: Puget Sound Naval Museum Foundation This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: February 15, 2021 00 PCD0514 00 11 16 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND DEFINITION OF THIRD PARTY Regarding the Employment Practices Liability Coverage Part, it is agreed that: Section 2. Definitions, J is deleted and replaced by: “Third Party” means any natural person who is not an Employee. All other terms and conditions of this Policy remain unchanged. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 ME5638 00 02 20 Page 1 of 4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NONPROFIT ARCH CANOPY PREMIERSM. (EPL) Regarding the Employment Practices Liability Coverage Part, it is agreed that: 1. CLAIM DEFINITION Section 2. Definitions, B. “Claim” is deleted and replaced by: “Claim” means any: 1. written demand for monetary damages or non-monetary relief commenced by the receipt by any Insured of such demand; 2. civil proceeding, including, without limitation, a lawsuit, arbitration or alternative dispute resolution proceeding, commenced by the8 receipt by, or service upon, any Insured of a complaint, demand for arbitration, request for mediation, or similar document; 3. administrative or regulatory proceeding, including, without limitation, any proceeding before the Equal Employment Opportunity Commission, any state or local fair employment practices agency, or the Office of Federal Contract Compliance Programs, commenced by the receipt by, or service upon, any Insured of an EEOC Charge, notice of charges, order to show cause or similar document; 4. administrative or regulatory investigation of any Insured commenced by the receipt by, or service upon, any Insured of a formal investigative order; or 5. written request to an Insured to toll or waive a period or statute of limitations regarding a potential Claim as described above commenced by the receipt by any Insured of such request. Notwithstanding the above, Claim excludes any:; (i) labor or grievance proceeding initiated pursuant to a collective-bargaining agreement; or (ii) audit by the Office of Federal Contract Compliance Programs. 2. LOANED EMPLOYEE COVERAGE Section 2. Definitions, C. “Employee” is deleted and replaced by: “Employee” means any natural person whose labor or service was, is or shall be engaged and directed by any Insured Organization, including fulltime, part-time, seasonal, leased, loaned or temporary employees as well as volunteers. Employee shall not include any Independent Contractor. 3. PRIOR INSURANCE NOTICE – SIMILAR POLICIES Section 3. Exclusions, A.1 is deleted and replaced by: arising from, based upon, or attributable to any fact, circumstance or situation that, before the inception date of this Policy, was the subject of any notice given under any other employment practices liability, management liability or similar insurance policy; DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 ME5638 00 02 20 Page 2 of 4 4. PRIOR & PENDING LITIGATION Section 3. Exclusions, A. 2 is deleted and replaced by: arising from, based upon, or attributable to any: a. written demand, suit or proceeding made or initiated against any Insured on or prior to the applicable Pending and Prior Litigation Date in Item 6 of the Declarations; or b. any Wrongful Act alleged in any such demand, suit, proceeding or any Interrelated Wrongful Acts thereto. 5. POLLUTION EXCLUSION DELETION Section 3. Exclusions, A.4 is deleted. 6. NEW SUBSIDIARY/MERGER COVERAGE Regarding the Employment Practices Liability Coverage Part only, General Provisions Section 14. Corporate Transactions, B, last paragraph is deleted and replaced by: If the number of employees of a newly merged or acquired entity exceeds 35% of the number of employees of all Insured Organizations combined prior to such merger or acquisition, then as a condition precedent to coverage for such new Insureds, the Named Organization shall give the Insurer written notice of the transaction as soon as practicable and shall pay any reasonable additional premium, and shall agree to any additional terms and conditions, required by the Insurer. The Insureds shall furnish all information regarding such transaction as the Insurer shall request. 7. WRONGFUL ACT DEFINITION Section 2. Definitions K. “Wrongful Act” is deleted and replaced by: “Wrongful Act” means: 1. Regarding Insuring Agreement A, any actual or alleged: a. wrongful dismissal, discharge or termination of employment, including constructive dismissal, discharge, or termination; b. employment discrimination based on age, gender, race, color, national origin, religion, creed, sexual orientation or preference, marital status, gender identity or expression, pregnancy, disability, health status, HIV status, military or veteran status, genetic makeup, political affiliation, or any other protected status specified under federal, state or local law; c. sexual or other workplace harassment, including, without limitation, hostile work environment, bullying, or quid-pro-quo; d. wrongful deprivation of a career opportunity, demotion, failure to employ or promote, discipline of employees, or failure to grant tenure; e. breach of any oral, written, or implied employment contract or agreement including, without limitation, any obligation arising out of any employee manual, handbook, or policy statement; DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 ME5638 00 02 20 Page 3 of 4 f. Retaliation; g. violation of the Family and Medical Leave Act; or h. provided that the following conduct relates to matters described in paragraphs a through g above: 1. invasion of privacy; 2. infliction of emotional distress or mental anguish; 3. employment related defamation, including, without limitation, a negative or defamatory employment reference; 4. employment related misrepresentation; 5. failure to provide or enforce adequate or consistent corporate employment policies and procedures; or 6. negligent hiring, retention, supervision, evaluation or training of Employees, committed or attempted: (i) against any Employee, applicant for employment with any Insured Organization, or Independent Contractor; and (ii) by any Insured Person in their capacity as such or any Insured Organization. 2. Regarding Insuring Agreement B, any actual or alleged discrimination, sexual harassment, or violation of a Third Party’s civil rights relating to such discrimination or sexual harassment, by any Insured Persons in their capacity as such or by any Insured Organization. Without limitation, the conduct described in 1 and 2 above shall include matters carried out by any means in any location, including the Internet (i.e. e-mail, instant messaging, social networking services, blogs, etc.), regardless of whether access to the Internet is effected: (i) on or off the premises of any Insured Organization; or (ii) through any computer or device owned or leased by any Insured Organization, Insured Person, or others. 8. RETALIATION DEFINITION Section 2. Definitions, H. “Retaliation” is deleted and replaced by: “Retaliation” means any negative treatment of an Employee or Independent Contractor in response to an Employee or Independent Contractor: 1. exercising his or her rights under law, including, without limitation, rights under any workers compensation laws, the Family and Medical Leave Act, or the Americans with Disabilities Act; 2. refusing to violate any law; 3. assisting, testifying in, or cooperating with, a proceeding or investigation regarding alleged violations of law; 4. disclosing or threatening to disclose to a superior or to any governmental agency any alleged violations of law; or DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF Endorsement Number: 10 Policy Number: NFP0131720-03 Named Insured: Puget Sound Naval Museum Foundation This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: February 15, 2021 00 ME5638 00 02 20 Page 4 of 4 5. filing any claim under the False Claims Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or any similar law that protects a “whistleblower”. All other terms and conditions of this Policy remain unchanged. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF Endorsement Number: 11 Policy Number: NFP0131720-03 Named Insured: Puget Sound Naval Museum Foundation This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: February 15, 2021 00 PCD0573 00 02 20 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LATE NOTICE OF EEOC CHARGE (GENERAL PROVISIONS) (EMPLOYMENT PRACTICES LIABILITY COVERAGE PART) Regarding the Employment Practices Liability Coverage Part, it is agreed that the Insurer shall not deny coverage for an EEOC Charge on the sole basis that the Insureds failed to provide notice for such EEOC Charge as required under General Provisions Section 9. Claim and Potential Claim Notices, A provided that: 1. no Related Claim to such EEOC Charge that is a: (i) civil lawsuit, arbitration or alternative dispute resolution proceeding; (ii) administrative or regulatory proceeding; (iii) administrative or regulatory investigation; or (iv) written demand or request as described in Section 2. Definitions, B.1 or 5, is commenced prior to the end of the Policy Period; 2. as a condition precedent to coverage, the Insureds shall give the Insurer written notice of such EEOC Charge and any Related Claim to such EEOC Charge as soon as practicable, but no later than the time specified under the policy in effect at the time such Related Claim is made; 3. at the time that the notice described in 2 above is given to the Insurer, coverage under this Policy, including, without limitation, the Employment Practices Liability Coverage Part, shall have been continuously renewed, and in effect, with the Insurer; 4. without limiting the Insurer consent requirement in General Provisions Section 8. Defense of Claims, C, Loss incurred prior to the notice described in 2 above shall neither be covered under this Policy nor recognized as eroding the Deductible applicable to such EEOC Charge and any Related Claim; and 5. such failure does not prejudice the Insurer. “EEOC Charge” means any written charge filed by an Employee, applicant for employment with any Insured Organization, or Independent Contractor with the Equal Employment Opportunity Commission or any state or local fair employment practices agency. EEOC Charge excludes any lawsuit, proceeding, or investigation initiated by the Equal Employment Opportunity Commission or any state or local fair employment practices agency. “Related Claim” means each Claim for the same Wrongful Act or any Interrelated Wrongful Acts. All other terms and conditions of this Policy remain unchanged. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF Endorsement Number: 12 Policy Number: NFP0131720-03 Named Insured: Puget Sound Naval Museum Foundation This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: February 15, 2021 00 PCD0264 00 04 10 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND EXTENDED REPORTING PERIOD – 60 DAYS (GENERAL PROVISIONS) Regarding the General Provisions, it is agreed that Section 5. Extended Reporting Period, B. is deleted and replaced by: The rights contained in this section shall terminate unless a written notice of election together with the additional premium due to received by the Insurer within sixty (60) days after the effective date of nonrenewal or cancellation. All other terms and conditions of the Policy remain unchanged. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF Endorsement Number: 13 Policy Number: NFP0131720-03 Named Insured: Puget Sound Naval Museum Foundation This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: February 15, 2021 00 PCD00458 00 01 13 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND POST POLICY REPORTING – 90 DAYS (GENERAL PROVISIONS) It is agreed that Section 9. Claim and Potential Claim Notices, paragraph A. has been deleted and replaced by: A. As a condition precedent to coverage under any Liability Coverage Part, the Insureds shall give the Insurer written notice of any Claim as soon as practicable, but no later than 90 days after the end of the Policy Period or the Extended Reporting Period, if applicable. Such notice shall specify the Liability Coverage Part under which notice is being given. All other terms and conditions of this Policy remain unchanged. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 00 PCD0315 48 08 10 Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON AMENDATORY ENDORSEMENT (NON-PROFIT) It is agreed that: 1. General Provisions Section 5. Extended Reporting Period, A, first sentence is deleted and replaced by: If the Named Organization cancels or does not renew this Policy, or if, for any reason other than non-payment of premium, the Insurer cancels or refuses to renew this Policy, the Named Organization shall have the right, upon payment of the additional premium stated in Item 5 of the Declarations, to a continuation of the coverage afforded by this Policy for the additional period stated in Item 5 of the Declarations (the “Extended Reporting Period”). 2. General Provisions Section 12, Subrogation, A is deleted and replaced by: To the extent of any payment under this Policy, the Insurer shall be subrogated to the Insureds’ rights of recovery against any person or organization after the Insureds have been fully compensated under this Policy, and the Insureds shall execute and deliver all instruments and papers and do whatever else may be necessary to secure such rights. Any amount recovered after payment under this Policy shall be apportioned first to the Insureds as indicated in the paragraph above and thereafter, in the inverse order of payment to the extent of actual payment. The expenses of all such recovery proceedings shall be apportioned in the same ratio as the recoveries. 3. General Provisions Section 21. Cancellation, A is deleted and replaced by: This Policy may be cancelled by or on behalf of the Insurer by delivering or mailing to the Named Organization at the address shown in Item 1 of the Declarations, and any loss payee indicated in the Declarations, written notice of cancellation, stating the reason for cancellation at least 60 days before the effective date of cancellation. In the case of non- payment of premium, the Insurer may cancel the policy upon 10 days written notice to the Named Organization. The mailing of any such notice shall be effected by depositing it in a sealed envelope with proper prepaid postage affixed, in a letter depository of the United States Post Office. The Insurer shall retain in its records any such item so mailed, together with its envelope, which was returned by the Post Office upon failure to find, or deliver the mailing to, the addressee. The effective date of cancellation shall become the end of the Policy Period. Delivery of such notice shall be equivalent to mailing. A copy of any notice described in this section shall be provided within 5 working days to the agent on the account or to the broker of record for the Named Organization. 4. General Provisions Section 21. Cancellation, B is deleted and replaced by: Except as otherwise provided, the Named Organization may cancel this Policy by notifying the Insurer or the insurance producer in one of the following ways: 1. written notice by mail, fax, or e-mail; 2. surrender of the Policy or binder; or 3. verbal notice. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF Endorsement Number: 14 Policy Number: NFP0131720-03 Named Insured: Puget Sound Naval Museum Foundation This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: February 15, 2021 00 PCD0315 48 08 10 Page 2 of 2 Upon receipt of such notice, the Insurer will cancel this Policy or any binder issued as evidence of coverage, effective on the later of the following: 1. The date on which notice is received or the Policy or binder is surrendered; or 2. The date of cancellation requested by the Named Organization. If the Named Organization provides verbal notice of cancellation to the Insurer, the Named Organization must also provide written confirmation of cancellation to the Insurer. The effective date of cancellation shall be the date of cancellation verbally requested by the Named Organization. 4. The following is added to this Policy: NONRENEWAL Should the Insurer decide to nonrenew this Policy, the Insurer shall mail or deliver written notice to the Named Organization at the address shown in item 1 of the Declarations at least 45 days before the end of the Policy Period. The notice shall include the reason for nonrenewal. A copy of any notice described in this section shall be provided within 5 working days to the agent on the account or to the broker of record for the Named Organization. All other terms and conditions of this Policy remain unchanged. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF