No preview available
HomeMy WebLinkAboutC15-006 Colorado Non-Profit Development Center ^ ` AG REEMENT FOR PROFESS ION AL S ERV ICES BETWEEN EAGLE COUNTY, COLORADO AND \ai3ct ZO 15 Y7P�\ THIS AGREEMENT("Agreement") is effective as of the duyof yuod � --�-�` zeal,/ �/ between LovvryFao�ilyCenu:cxCo|omdonon'pro�tuo/pomtioo(bccuinu�er'Cmnsultunr``cc ' -/ ^Coutmcto/')and Eagle County,Colorado, u body corpumtcand politic (hcnciuo�cr^'Couot} '). ``^'`— RECITALS WHEREAS, the County, through its Department of Health and Human Services("FIHS-) works to promote the health, safely and welfare of County residents of all ages; and WHEREAS, the County uses outside providers and professionals to enhance the ability of County to promote such health, safety and welfare; and V/8ERB/\S. County desires to hire the Consultant to perform the Services detThed below in paragraph 1; and WHEREAS,Consultant is authorized to do business in the State of Colorado and has the time,skill. expertise. and experience necessary to provide the Services;and WHEREAS.this Agreement shall govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW,THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: l Services. Consultant agr cs to diligently provide all xcrvices, labor, personnel and materials necessary to perform and complete the services described in Exhibit A("Services")which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to furnish the Services no later than December ). 2O|5 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A. then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. � /� 0AL �i'/'««e b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. c Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. ?. County's Representative. The Children. Family and Adult Services Department's designee shall be Consultant's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above. and subject to the provisions of paragraph I I hereof. shall continue in full force and effect through the 1st day of December, 2015. 4. Extension or Modification. This Agreement may not be amended or supplemented. nor may any obligations hereunder be waived,except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly.no course of conduct or dealings between the parties. nor verbal change orders, express or implied acceptance of alterations or additions to the Services. and no claim that County has been unjustly enriched by any additional services. whether or not there is in fact any such unjust enrichment. shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement. Consultant's rights with respect to such additional services shall he deemed waived and such failure shall result in non-payment for such additional services or work performed. i. Compensation. County shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed S 10.000 Contractor shall not be entitled to hill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. For reimbursement Contractor must submit invoices monthly. Invoices shall include a description of Services performed. If County is not satisfied ss ith the completeness of a submitted in. oicc, County may quest Contractor to either revue the invoice or provide additional information. Payment will be made for Services satisfactorily' performed within thirty (30) days of receipt of a proper and accurate invoice. All invoices shall include detail regarding the hours spent. tasks performed, who performed each task and such other detail as County may request. All invoices must be mailed or delivered in-person to the following address to ensure proper payment. Invoices sent by fax or e-mail will not he accepted. Eagle County Health and Human Services Business Office 2 Earle County NHS Pm!' 1, Seri Final 5/14 550 Broadway Post Office Box 660 Eagle,CO 81631 b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries,bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. c. If,prior to payment of compensation or reimbursement for Services but after submission to County of a request therefore by Contractor.County reasonably determines that payment as requested would be improper because the Services were not performed as prescribed by the provisions of this Agreement, the County shall have no obligation to make such payment. If, at any time after or during the term or after termination or expiration of this Agreement,County reasonably determines that any payment theretofore paid by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County.Consultant shall forthwith return such payment(s)to County. Upon termination or expiration of this Agreement,unexpended funds advanced by County, if any, shall forthwith be returned to County. d. All funds received by Contractor under this Agreement shall be or have been expended solely for the purpose for which granted,and any funds not so expended,including funds lost or diverted for other purposes, shall be returned to County. Contractor shall provide the County with progress reports upon County's request;or Contractor shall furnish progress reports as more specifically set forth in the attached Exhibit A. e. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. f. Notwithstanding anything to the contrary contained in this Agreement,County shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 3 I of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29'}')01 et. seq.)and the lABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Sub-consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and exp rtise of Consultant. Corsu1tant shall not enter into any sub-consultant agreements for the performance of any of the Services or additional services without County's prior written consent, which may be withheld in County's sole discretion. County shu1l have the right in its reasonable discretion to approve all personnel assigned to the subject project during the 3 Eagk County HHS Prof Sery Final 5/14 • performance of this Agreement and no personnel to whom County has an objection. in its reasonable discretion, shall be assigned to the project. Consultant shall require each sub-consultant, as approved by County and to the extent of the Services to he performed by the sub-consultant. to he hound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant. by this Agreement, assumes toward County. County shall have the right(but not the obligation) to enforce the provisions of this Agreement against any sub-consultant hired by Consultant and Consultant shall cooperate in such process. The Contractor shall he responsible for the acts and omissions of its agents. employees and sub-consultants or sub-contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than S1,000,000 each accident combined bodily injury and property damage liability insurance. including coverage for owned. hired.and non-owned vehicles. Commercial General Liability coverage to include premises and operations. personal/advertising injury. products/completed operations. broad form property damage with limits of liability not less than S 1,000,000 per occurrence and 52,000,000 aggregate limits. This policy shall be endorsed to include coverage for physical/sexual abuse and molestation. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County. with limits of liability of not less than $1,000,000 per claim and 52.000.000 in the aggregate. In the event the professional liability insurance is on a claims-made basis.Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services. v. -Intentionally Omitted". b. Other Requirements. ements. The automobile and commercial general liability coverage and such other coverage as indicated above shall he endorsed to include Eagle County, its associated or affiliated entities. its successors and assigns. elected officials. einplo.ees. agents and volunteers as additional in sureds. ii. Consultant's certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub-consultant. All coverages) for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants. if any. shall maintain the foregoing 4 Ett2le County HHS Prot Sen.Final 5/1-4 coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Services has expired. iii Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an "A.M. Best" rating of not less than A-VU. iv. Consultant's insurance coverage shall be primary mudnoo'cou/ribmocyv/ith respect to all other available sources. Consultant's policy shall contain a waiver of subrogation against Eagle County. v. All policies must contain an endorsement affording an unqualified thirty(30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant's certificate of insurance evidencing all required coverage(s)is attached hereto as Exhibit Q. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five(5)business days of a written request from County, and hereby authorizes Consultant's broker, without further notice and authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant,at its own expense,will reinstate the aggregate limits to comply with the minimum limits and shall furnish C,oun/yunew certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand arid agree that the County is relying on,and does not waive or intend to waive by any provision of this A2reement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amendcd, or otherwise available to Counry, its affiliated entities, successors or assigns, its elected officials,employees, agents and volunteers. xii. Consultant is not entitled to workers compensation benefits except as 5 Eagle County xuu Prof s"m Final 5//4 ^ ' provided by the Consultant. nor to unemployment insurance benefits unless unemployment compensation' coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federa and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Consultant shall indemnify and hold harmless County. and any of its officers, agents and employees against any losses.claims. damages or liabilities for which County may become subject to insofar as any such losses,claims,damages or liabilities arise out of,directly or indirectly, this Agreement.or are based upon any performance or nonperformance by Consultant or any of its sub-consultants hereunder including claims for bodily injury or personal injury including death,or loss or damage to tangible or intangible property;and Consultant shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss,claim,damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Consultant in connection with the Services shalt become property of County. Consultant shall execute written assignments to County of all rights (including common |uw,stu,utnry, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph,the term"documents-shall mean and include all reports,plans. studies,tape or other electronic recordings,drawings, sketches,estimates,data sheets, maps and work sheets produced, or prepared by or for Consultant(including any employee or subcontractor in connection with the performance of the Services and additional services under this Agreement). 10. Notice. Any notice required by this A2reement shall be deemed properly delivered when (i) personally dc|ivrrcd, or(ii)when mailed in the United States mail,first class postage prepaid,or(iii) when delivered by Fed Ex or other comparable courier service,charges prepaid,to the parties at their respective addresses listed below,or(iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date,time and receiving facsimile number for the transmission, or(v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five(5)days prior written notice of such change to the other party. COUNTY: Eagle County.Colorado Attention: Holly Kasper 500 Broadway Post Office Box 660 Eagle, CO 81631 Telephone: 970-328-8812 Facsimile: 1-855'848'8826 E-Mail: holly.kasper nty.uo 6 Eagle County HI-1S Prof Sery Final 5/14 . . With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle,Co 81631 Telephone: 970-328-8685 Facsimile: 970-328'8699 E-Mail: atty@eaglecounty.us CONSULTANT: Lowry Family Center Attention: Sandy Winston,Director of Operations 4725 Paris St. Suite 300 Denver,CO 80239 Telephone: 1`303'307'0718 Facsimile: 303-307-0719 sandy@lovvryfamilycenter.org il. Termination. County may erminate this Agreement, in whole or in part,at any time and for any rea.son, with or without cause,and without penalty therefor with seven(7)calendar days' prior written notice to the Consultant. Upon termination of this Agreement.Consultant shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Consultant for Services satisfactorily performed to the date of termination. 12. Venue.Jurisdiction and Applicable Law. Any and all claims,disputes or controversies related to this Agreement,or breach thereof, shall be litigated in the District Court for Eagle County,Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts;Electronic Signatures. This Agreement may be executed in two or more counterparts,each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3'101 to 121. 14. Other Contrac Requirements. a. In rendering the Services hereunder, Contractor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision of its employees to 7 Eagle County uuy Prof uo°Final m* . . ensure the maintenance of these high standards of customer service and professionalism are maintained. The performance of such obligation shall be determined at the sole discretion of County. In the event County finds these standards of customer service are not being met by Contractor. County may terminate this Agrcemcn,, in whole or in part. upon seven(7) days' notice to Contractor. b. Consultant shall be responsible for the completeness and accuracy of the Services. including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct.at its sole expense.all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful,professional and competent manner and in accordance with the standard of care,skill and diligence applicable to Consultants performing similar services. This paragraph shall survive termination of this Agreement. c. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. d. Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. e. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant,partnership,joint venture or any other relationship between County and Consultant except that of independent contractor. Consultant shall have no authority to bind County. f. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable federal and state laws,codes,rules and regulations. g. Contractor shall comply with the Civil Rights Act of 1964 and Section 504. Rehuhi|iu/iooActoylq73.cooconningdischmioatiunonchrbosisofmcc.co|ocsrx. uge. re|igion. political beliefs,nationa origin or handicap. h. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. i Consultant shall not assign any portion of this Agreement withou the prior written consent of the County. Any attenipt to assign this Agreement without such consent shall be void. j. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. x Eagle County HI-IS Prof uemFinal 5/14 . . • k. No failur or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. l The invalidity, illegality or unenforceability of any provision nfNbis/\gneemrntobuUoot affect the validity or enforceability of any othe provision hereof. m. Consultant financial and oilier records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours' notice to Consultant.Consultant shall fully cooperate during such audit or inspections. n. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement.The Consultant has no beneficial interest,direct or indirect,that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. o. The Consultant. if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or she(0 is a citizen or otherwise lawfully present in the United States pursuant to federal law,(ii)to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 15. Prohibitions on Government Contracts. As used in this Section 15,the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101,et. seq. Ef Consultant has any employees or subcontractors,Consultant shall comply with C.R.S. 8-17.5-101,et. seq.,and this Agreement. By execution of this Agreement,Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant will participate in the E-verify Program or other Department of Labor and Employment program ("Department Program-) in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Consultant shall not: i Knowingly employ or contract wih an undocumented individual to perform Services under this Agreement; or ii Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. 9 Eagle County HHS Prof Sery Final 5/14 . . b. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this &Qnccmcu, through participation in the E-Verify Program or Department Program,as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: htgp://wx/p/.dhs.co«/xprrryrot/pmoeomu/gc 1185221678150.xhtm c. Consultant shall not use either the E-verify program or other Department Program procedures to undertake pre-ernploymen screening of job applicants while the public contract for services is being performed. d. If Consultant obtains actual knowledge that a subcontractor performing! work under the public contract for services knowingly employs or contracts with an undocumented individual, Consultant shall he required to: i Notify the subcontractor and County within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Consultant shall not terminate the contract with the subcontractor if during such three (3 days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5'102(5). f. If Consultant violates these prohibitions. County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement. Consultant shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and County terminates the Agreement for such breach. 10 Eagle County FIHS Prof Say Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE. STATE OF COLORADO. By and Through Its COUNTY MANAGER By: 2-CAPJkQ1 Rachel Oys, Acting County Manager CONSULTANT: /2 dor#4t OfvEz.40-6--r er-ri & ,a Colorado non-profit corporation 04 1) 11 By: ; NOP' Print Name: 111 Ilda_ Title: Qf /CET) 11 Eagle County HHS Prof Sery Final 5/14 . . EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DescriDtion of Services: Provide supervised visitation services for families and children involved in Eagle County Children. Family and Adult Services Prevention and Intervention programs.This includes: families involved with Child Welfare.Wayfinder.Colorado Community Response.or Program Area a 3. The goal of prevention programs is to prevent child abuse or neglect and/or youth delinquency.The goal of Child Welfare iumrvoocionscrvicexix,oyncvrntuunecesu/yp|ucrmcntn[cbi|dnnuoodynothinout- of-home care,support family preservation,and assist in family reunification. Additional Provisions: I. Assessments and Planning. Contractor shall provide the County with an assessment and plan within thirty(30)days of enrollment or participation in services by a family or child.This plan shall include the treatment plan for the child's family, including specific objectives and target dates for accomplishment. Such plan shall be subject to review and approval by County. Thereafter,at monthly intervals. Contractor shall submit reports that include progress and barriers in achieving the goals and provisions of the treatment plan. Reimbursement for services relating to the plan is subject to the timely receipt of written assessment,plan,and reports. 2. Eligibility, County is responsible for determining the eligibility of each individual family for services under this agreement. County shall advise Contractor in writing of the authorized service plan within three(3) working days of receipt of the certification and service plan. There shall be no payment for services provided withou prior authorization for such services by the County.Such authorization shall include the level of services to be provided. the nature and type of services provided and the time frames in which these services are to be provided. 3. Mandatory Reporting.Contractor shall notify HHS immediately of all reports of suspected child abuse or neglect involving Contractor, including, but not limited to, employees,volunteers and clients. HFIS contractors are considered to be mandatory reporters for suspected child abuse and neglect and are to make those reports directly to HHS Youth and Family Services Child Abuse and Neglect Hotline - (970)328-7720. Payment and Fee Schedule: County will compensate Contractor for performance of services as follows: (1) Face to face contact with the client or family for supervised visitation-$55 per hour for in Office Services(2) Case management services-$35 per hour to perform services or participate in case conferences. The maximum contract amount is not to exceed$10,000. 12 Eagle County NHS Prof Sery Final 5/14 EXHIBIT B Insurance Certificate 13 Eagle County HHS Prof Sell,Final 5/14 l ® ACCORD DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 12/24/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Nancye Jordan NAME: ISU Insurance Services of Colorado, Inc. /a/a°NN FXtr (303)534-2133 FAX No):(303)892-5579 950 17th Street, Suite 1000 ADURIEss:njordan @isuinsurance.com INSURER(S)AFFORDING COVERAGE NAIC# Denver CO 80202-2819 INsuRERA:Philadelphia Indemnity Co. 18058 INSURED INSURER B:Pinnacol Assurance Co 41190 Colorado Nonprofit Development Center INSURERC: 789 Sherman St Ste 250 INSURERD: INSURER E: Denver CO 80203 INSURERF: COVERAGES CERTIFICATE NUMBER:14-15 Master REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER (MM/DDIYYYY) IMM/DD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES 000 PREMISES(Ea occurrence) $ A CLAIMS-MADE X OCCUR X Y PHPK1117000 12/1/2014 12/1/2015 MED EXP(Any one person) _ $ 5,000 X Sexual Abuse/Molest. PERSONALBADVINJURY $ 1,000,000 $100k/$300k GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 3,000,000 A I POLICY n PRO- PRO- LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ A ALL OWNED SCHEDULED PHPK1117000 12/1/2014 12/1/2015 BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS x NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE AGGREGATE _ $ 5,000,000 DED RETENTION$ 10,000 PHPK1117000 12/1/2014 12/1/2015 $ B WORKERS COMPENSATION y WC STATU- OTH- AND EMPLOYERS'LIABILITY YIN X TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? n N I A (Mandatory in NH) 9024004 12/1/2014 12/1/2015 E.L.DISEASE-EA EMPLOYEE$ 500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 A Professional Liability PHSD906499 12/1/2014 12/1/2015 EACHCLAIM $1,000,000 Claims Made Retro Date: 11/7/2005 AGGREGATE $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION holy.kasper@eaglecounty.us SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle County, Colorado ACCORDANCE WITH THE POLICY PROVISIONS. 550 Broadway PO Box 660 AUTHORIZED REPRESENTATIVE Eagle, CO 81631 c__- f Nancye Jordan/CL8 - " 7 ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. INS025 nntnnnt 01 The ArnPn name anti Iran am ranicfcroel marke of ARnRn l N / COL 7501 E Lowry Blvd ASSURANCE�+ Denver, CO 80230-7006 303-361-4000/800-873-7242 www.pinnacol.com NCCI#:WC000313B Policy#: 4024004 The Colorado Nonprofit Development Ce ISU Insurance Services of Colorado 789 Sherman St Ste 250 950 17th St Denver, CO 80203 Suite 1000 Denver, CO 80202 (303)534-2133 ENDORSEMENT: Blanket Waiver of Subrogation We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE To any person or organization when agreed to under a written contract or agreement, as defined above and with the insured,which is in effect and executed prior to any loss. Effective Date: December 1, 2014 Expires on: December 1, 2015 Pinnacol Assurance has issued this endorsement December 1, 2014. Sabrina Willis-Haywood Underwriter 7501 E Lowry Blvd Denver,CO 80230-7006 Page 1 of 1 P ISA- 12/01/2014 20:28:21 4024004 42666697 359-B PI-GLD-HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies,the terms,conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages,consult the policy contract wording. Coverage Applicable Limit of Insurance Page# Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non-Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments—Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments—Bail Bonds $5,000 5 Supplementary Payment—Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement—Janitorial Services Client Coverage $10,000 limit 6 Additional Insured—Newly Acquired Time Period Amended 6 Additional Insured—Medical Directors and Administrators Included 7 Additional Insured—Managers and Supervisors(with Fellow Included 7 Employee Coverage) Additional Insured—Broadened Named Insured Included 7 Additional Insured—Funding Source Included 7 Additional Insured—Home Care Providers Included 7 Additional Insured—Managers, Landlords,or Lessors of Premises Included 7 Additional Insured—Lessor of Leased Equipment Included 7 Additional Insured—Grantor of Permits Included , 8 Additional Insured—Vendor Included 8 Additional Insured—Franchisor Included 9 Additional Insured—When Required by Contract Included 9 Additional Insured—Owners, Lessees,or Contractors Included 9 Additional Insured—State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury—includes Mental Anguish Included 11 Personal and Advertising Injury—includes Abuse of Process, Included 11 Discrimination A. Extended Property Damage SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury"or property damage"expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily injury"or"property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I—COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to$50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non-Owned Watercraft SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person,who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you_is not otherwise excluded from this Coverage Part, the word "fire" is changed to"fire, lightning, explosion, smoke, or leakage from automatic fire protective systems"where it appears in: a. The last paragraph of SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c.through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner.A separate limit of insurance applies to this coverage as described in SECTION III—LIMITS OF INSURANCE. b. SECTION III—LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above,the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage"to any one premises,while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V—DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I—COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a"violation(s)"of the Health Insurance Portability and Accountability Act(HIPAA). We have the right and the duty to defend the insured against any"suit,""investigation,"or"civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any"suit" seeking damages, "investigation,"or"civil proceeding"to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional,Willful, or Deliberate Violations Any willful, intentional, or deliberate"violation(s)" by any insured. b. Criminal Acts Any"violation"which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V—DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding"means an action by the Department of Health and Human Services (HHS) arising out of"violations." b. "Investigation"means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation"does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) G. Medical Payments—Limit Increased to$20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III-LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I—COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3)(b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I—COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e.Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I—COVERAGES, SUPPLEMENTARY PAYMENTS -COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to$5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I—COVERAGES, SUPPLEMENTARY PAYMENTS—COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any"employee"who is alleged to be directly involved in a criminal proceeding is$25,000 regardless of the numbers of"employees,"claims or"suits"brought or persons or organizations making claims or bringing "suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) K. Key and Lock Replacement—Janitorial Services Client Coverage SECTION I—COVERAGES,SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the"clients"premises due to theft or other loss to keys entrusted to you by your"client," up to a$10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a"client"for any purpose commit, whether acting alone or in collusion with other persons. The following,when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent"employee"as defined in Paragraph (1)above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee"does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm,factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any"manager,"director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II—WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators—Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors—Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your"employees"are also insureds for"bodily injury"to a co- "employee"while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a)as it applies to managers of a limited liability company. c. Broadened Named Insured—Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source—Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers—At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises—Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any"occurrence"which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment—Automatic Status When Required in Lease Agreement With You—Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) organization is an insured only with respect to liability for"bodily injury,""property damage" or "personal and advertising injury"caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds,this insurance does not apply to any"occurrence"which takes place after the equipment lease expires. h. Grantors of Permits—Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings,sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors—Only with respect to"bodily injury"or"property damage"arising out of"your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs(d) or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization,from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor—Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract—Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for"bodily injury,""property damage"or"personal and advertising injury"but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors—Any person or organization, but only with respect to liability for"bodily injury,""property damage"or"personal and advertising injury"caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to"bodily injury"or"property damage"occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed; or (b) That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) m. State or Political Subdivisions—Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury,""property damage"or"personal and advertising injury"arising out of operations performed for the state or municipality; or (b) "Bodily injury"or"property damage"included within the"products-completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the"occurrence"or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or"suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, 8.Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit"or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury—Mental Anguish SECTION V—DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a.above)at any time. R. Personal and Advertising Injury—Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of"personal and advertising injury" is amended as follows: 1. SECTION V—DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V—DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race,color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment,former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company