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HomeMy WebLinkAboutC14-223 Consortium For Older Adult Wellness AgreementAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND THE CONSORTIUM FOR OLDER ADULT WELLNESS THIS AGREEMENT ("Agreement") is effective as of the day of , 2014 by and between the Consortium of Older Adult Wellness, a Colorado non-profit corporation (hereinafter "Consultant" or "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, the County, through its Department of Health and Human Services ("HHS") works to promote the health, safety 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 WHEREAS, County desires to hire the Consultant to perform the Services defined 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: 1. Services. Consultant agrees to diligently provide all services, 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 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. 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. 2. County's Representative. The Eagle County Public Health 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 11 hereof, shall continue in full force and effect through the 301h day of April, 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 be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. 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 $15,000. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Invoices shall include a description of Services performed. If County is not satisfied with the completeness of a submitted invoice, County may request Contractor to either revise 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 be accepted Eagle County Health and Human Services Business Office 550 Broadway 2 Eagle County HHS Prof Sery Final 1/14 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. 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 31 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. 29-1-101 et. seq.) and the TABOR 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 expertise of Consultant. Consultant 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 shall have the right in its reasonable discretion to approve all personnel assigned to the subject project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable 3 Eagle County HHS Prof Sery Final 1/14 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 be performed by the sub -consultant, to be bound 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 be 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. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles. iii. 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 $1,000,000 per occurrence and $2,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage and such other coverage as indicated above shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. 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 coverage(s) for sub -consultants shall be subject to the same minimum requirements identified above. Consultant and sub -consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. 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 -VII. iv. Consultant's insurance coverage shall be primary and non-contributory with 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. 4 Eagle County HHS Prof Sery Final 1/14 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 B. 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. 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. ix. The insurance provisions of this Agreement shall survive expiration or termination hereof. X. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xi. Consultant is not entitled to workers' compensation benefits except as 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 federal 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 shall become property of County. Consultant shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall 5 Eagle County HHS Prof Sery Final 1/14 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 Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx 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 Attn: Jennifer Ludwig Eagle County Public Health Director 551 Broadway PO Box 660 Eagle, CO 81631 Telephone: 970-328-8819 Facsimile: 855-848-8829 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: Consortium for Older Adult Wellness 2575 S. Wadsworth Blvd. Lakewood, CO 80227-3218 Telephone: 1-888-900-COAW Facsimile: 303-984-5962 Email: Chris�%COAW.org 11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, 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 6 Eagle County HHS Prof Sery Final 1/14 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 Contract 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 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 Agreement, 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. Eagle County HHS Prof Sery Final 1/14 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, Rehabilitation Act of 1973, concerning discrimination on the basis of race, color, sex, age, religion, political beliefs, national 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 without the prior written consent of the County. Any attempt 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. k. No failure 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. 1. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. in. Consultant shall maintain for a minimum of three years, adequate financial and other 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. s Eagle County HHS Prof Sery Final 1/14 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 (i) 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. P. Contractor acknowledges that it is being retained as a sub -contractor to Eagle County under a grant agreement from the state of Colorado. Contractor represents and warrants that it shall at all times during the term of this Agreement comply with the terms and conditions imposed by the State of Colorado under the grant 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. If 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 with 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. b. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement 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: ham://www.dhs. >ovR'xprevprot,`proyrams�"gc 1185221678150.shtm C. Consultant shall not use either the E -verify program or other Department Program procedures to undertake pre-employment 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 be required to: 9 Eagle County HHS Prof Sery Final 1/14 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. 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: Keith P. Montag, County Ma er CONSULTANT: THE CONSORTIUM FOR OLDER ADULT WELLNESS, a Colorado non-profit corporation I By: (>y/N/� n i ► I Print Name: A Z A o5� Title: io Eagle County HHS Prof Sery Final 1/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES ii Eagle County HHS Prof Sery Final 1/14 1(0 aw Consortium for Older Adult Wellness Contractor: Consortium for Older Adult Wellness (COAW) Contact: Chris Katzenmeyer Phone: Office: 303-984-1845 Email: Chris@ COAW.org Organization contracting with: Eagle, County Public Health Department, Eagle, County Government Street Address: 551 Broadway, Eagle, Colorado 81631 Phone: 970-328-8896 Principle contact: Carly Rietmann, Health Aging Program Coordinator Project Goal for Year Two of Contract: To be a consultant and coaching specialist with Eagle County staff for referrals and reimbursement for the Chronic disease Self -Management Program and Falls Programs. Proiect Deliverables: • To provide continued fidelity visits on classes that have been trained by COAW • To conduct meetings with providers, that have been set up by Eagle County Public Health • To provide presentations to partners of Eagle County Public Health on clinic to community referrals and the benefits to them under the Affordable Care Act • To teach Eagle. County Public Health community liaison how to consult, set up referrals and provide ongoing tech support to Federally Qualified Health Centers and/or patient centered medical homes. • To help Eagle County Public Health set up a sustainability model for funding future CDSMP classes from the Older Americans Act funding available through the State Unit on Aging Consortium for Older Adult Wellness 2575 S, Wadsworth Blvd., Lakewood. CO 80227 a Phone: 888-900-COAW • Fax: 303-984-5962 Email: info@coaw.org m Website: coaw.org Maripat Gallas deliverables: Estimated Time: Rate: Phone calls (prep with clinics„ Estimated 40 hours @ $40 per $1,600 follow-up with clinics, leaders, hour paperwork, etc) In person presentations and Usually 30min-2 hrs $675 (estimated at 1 hour per meetings Estimated 15 presentation/meeting) meetings/presentations @ $40 per hour Presentation supplies: a.Copying/printing handouts b.pens $300 Teaching time with Teresa Estimated 40 hours @ $40 per $1,600 a.Teaching referral process hour b.Teaching how to maintain . referral process Presentation development Estimated 2 hours x 10 $800 presentations (some presentations will be repeats of others done in other locations) Travel costs per mile No staff time is charged in travel $2,062 only car mileage @ .55 per mile 250 miles x 15 visits @ .55 per mile 3 overnights Estimated to need if there is an $510 early presentation to a clinic (in our experience there usually is a 7:00 staff meeting or even a 6:30 am staff meeting where presentations are requested to be done) 3 overnights @ $170 for hotel and food (no staff time charged here) Class fidelities 5 classes by a COAW trained $2,000 leader is a standard $200 per fidelity. Because we do not have a trained fidelity person there we will have to recruit one from Denver or Steamboat Springs@ $200 travel per fidelity (total $400 per fidelity). However, by end of Yr. 2 when an Eagle County leader has had some experience we will train them at no charge to do -going fidelities for the county. If that person leaves the county COAW will be glad to train someone else, too, at no charge. Chris Katzenmeyer deliverables: Estimated Time: Rate: COAW supervision and 15 hours per month @ $60 per $900 administration of project hour Development of fidelity tools for 9 hours @ $60 per hour $1,140 N'Balance, Matter of Balance and Tai Chi and training Pat Nolan on tools Graphic data reports depicting 6 hours x$35 per hour $210 N'Balance outcomes (if requested) Total: $12,514.50 20% indirect $2,502.90 TOTAL: $14,298.50 EXHIBIT B Insurance Certificate 12 Eagle County HHS Prof Sery Final 1/14 '°4 �' CERTIFICATE OF LIABILITY INSURANCE °"'e'°""°°"� AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 05!2012014 PRODUCER Kiandre Burnham Insuranoe Agency 2101 Ford St Golden, Co. 80401 THIS CERTIFICATION IS ISSUED AS A MA OF INFORM- 0 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLOEk. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC 0 wsuRERA; Atain Specialty Insurance Agency INSURED Consortium for OlderAdul[iNelrLess INSURER e: 2575 $ Wadsworth SW. INSURER C: Lakewood, CO. 60227 INSURER M, CIP181257 cave=aa�Es INSURER E: rHEPOLICIESOF INSURANCE LISTED BELOW HAW BEEN ISSUEOTOTKE INSURED NAMED ABOVE-FMNIEPOLICY PERIOD INDICATED, NO ANoWG ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MALYPERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTTO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR P.O. BOX 660 TYPE OF INSURANCE POLICYNULLBHt POLICY FOLICYEXPIRATION LINKS AUTHORIZED REPRESENTATIVE GENERAL LIAWLIIY CIP181257 11/08/2013 11!0812014 EACH OCCURRBWE S 1,000,000.00 COMMERCFALOMERALLIABILITY CLAIMS MADE [-] PREMLSEB Ea000uronoe S 100,000.00 MED EXP (Any aye pe—) S 5000.00 OCCUR PERSONAL&ADVINJURY S 1,000,0D0.00 GIENERALAGOIWATE S 2,000,000.00 GElm AGGREGATE UMITAPPLIES Pat PRODUCTS-COSPNOPAGG S Included PODGY JJEEC7 LOC S AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT S (FancedeM ALL OWNED AUTOS SCHEDULED AUTOS BODILYINJURY (Parpemw4 S HIRED AUTOS NOWOWNEO AUTOS BODILY n (Parad6vnt) S PROPERTY DAMAGE S (Per acddeno GARACELUMUTY AUTO ONLY-EAACCSDENT S ANY AUTO OTHER THAN EA ACC S AUTOONLY: AGO S EXCESSIUMBRELLAUAIULITY EACH OCCURRENCE $ AGGREGATE S OCCUR CLAW MADE S DEDUCTIBLE S RETEMtON S S WORIO:RSCOMPENSATIONAND EMPLOYERS' UABILSTY TORVLuiT3 E EL EACH ACCIDENT $ ANY PROPRIETORIPARTNERADW-CUTWE OFFICERNMEMBEREXCLUDED? EL.DISEASE -EAEMPLOYEE $ }lyes, des*e under EL. DISEASE -POLICY LIMIT S SP OTHER DESCRIPTION OF OPERATIONS f LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS Eagle County Public Health Eagle County Colorado P.O. Box 66D Eagle, CO 81631 AB additional insured rcorrcirereuntinco Eagle County Public Health SHOULD ANY OF'rHEABDVEDESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Eagle County Colorado DATE TH"EOF. THE IMING,INSURER WILL ENOEAVORTOMAL DAYS WRMEM P.O. BOX 660 NOTICE TOTXE CERTIFICATE HOLDERNAMEO YO THE LEFT, BUT FAILURE TO DOSO RHALL Eagle, CO 81531 INPOS6 NO OBLIGATION OR LIABILITY OF ANY KM UPON THE INSURER. ITS AGENTS OR REPRESENFAAVES. AUTHORIZED REPRESENTATIVE Annan -la vtnn.rMat '- -' t--""-/ 6lli{rLIKY 4L7Itf'UKP1fION i9ag IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statment on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate elves not confer rights to the certificate holder In lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies fisted thereon. Insurance effected through: CFC Underwriting Limited 85 Gracechurch Street London EC3V OAA This is to Certify that in accordance with the authorization granted under the Contract (the unique market reference number of which is specified in the Declarations) to the undersigned by certain Underwriters at Lloyd's, whose names and the proportions underwritten by them, which will be supplied on application, can be ascertained by reference to the said Contract which bears the Seal of Lloyd's Policy Signing Office, and in consideration of the premium specified herein, the said Underwriters are hereby bound, each for his own part and not one for another, their Heirs, Executors and Administrators, to insure in accordance with the terms and conditions contained herein or endorsed hereon. Notwithstanding anything to the contrary contained herein this Certificate does not cover Loss, Damage or Liability directly or indirectly occasioned by, happening through or in consequence of war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation or nationalisation or requisition or destruction of or damage to property by or under the order of any government or public or local authority. The subscribing Insurers' obligations under Contracts of Insurance to which they subscribe are several and notjoint and are limited solely to the extent of their individual subscriptions. The subscribing Insurers are not responsible for the subscription of any co -subscribing Insurer who for any reason does not satisfy all or part of its obligations. If the Assured shall make any claim knowing the same to be false or fraudulent, as regards amount or otherwise, this Certificate shall become void and all claim hereunder shall be forfeited. In Witness whereof this Certificate has been signed at the place stated and on the date specified in the Declarations by CFC Underwriting Limited. 9 L Authorised Official Please examine this Document carefully. If it does not meet your needs, return immediately. In all communications the Number appearing in line one of the Declarations should be quoted. In the event of loss or expense under this Insurance, immediate notice should be given to: CFC Underwriting Limited. RETROACTIVE DATE: Not Applicable SYSTEMS OUTAGE PERIOD: 3 Months CONTINGENT PERIOD; 12 Months CLAIMS MANAGERS: CFC Underwriting Limited POLICY NUMBER: ESCO0058130 UNIQUE MARKET REFERENCES: B0309BA091310C THE INSURED: CONSORTIUM FOR OLDER ADULT WELLNESS ADDRESS: 2575 S Wadsworth Blvd Lakewood CO 80227 US THE UNDERWRITERS: Underwritten by certain underwriters at Lloyd's: broken down as follows: BRT 2987 22.6415% PEM 4000 22.6415% SJC 2003 15.0943% MRE 5151 15.0943% LIB 4472 7.5472% NVA 2007 5.6604% AMA 1200 3.7736% AGM 2488 3.7736% CNP 958 1.8868% CNP 4444 1.8868% THE INCEPTION DATE: 00:01 Local Standard Time on 11 Sep 2013 THE EXPIRY DATE: 00:01 Local Standard Time on 11 Sep 2014 TOTAL PAYABLE: USD525.00 Premium $500.00 Broken down as follows: Policy Fee $25 00 Premium: USD500.00 Braker Fee $50-00 TRIAAdditional Premium: NIL State Tax $17.25 Policy Administration Fee: USD25.00 Total $592.25 OPTIONAL EXTENDED REPORTING USD500 PERIOD PREMIUM: (only payable if you choose to exercise this option) BUSINESS ACTIVITIES: Not for profit serving older Americans and as more fully described in the application form dated TBA and as held on file by CFC Underwriting Limited CHOICE OF LAW: Colorado SERVICE OF SUIT: Mendes & Mount LLP 750 7th Avenue New York NY10019-9399 LEGAL ACTION: Worldwide US CLASSIFICATION: Surplus Lines SURPLUS LINES BROKER: Licence No.: 294353 525 West Van Buren St Suite 1450 Chicago IL RETROACTIVE DATE: Not Applicable SYSTEMS OUTAGE PERIOD: 3 Months CONTINGENT PERIOD; 12 Months CLAIMS MANAGERS: CFC Underwriting Limited Please report all new claims to: nmmgkm§@&tknd ±-ribnqS.,2m DATA/PRIVACY/BREACH HOTLINE: In the event of an actual or potential breach, please contact our Emergency Response Team at Bakerhostetler (New York): Toll free 24-hour Data Breach Hotline 855.217.5204 WORDING: CPM US v1.6 ENDORSEMENTS: PREMIUM PAYMENT CLAUSE SUBJECTIVITY CONDITION CLAUSE "This contract is delivered as surplus line insurance under the "Non -admitted Insurance Am The insurer issuing this contract is not admitted in Colorado but is an approved nonadmitted insurer. There is no protection under the provisions of the Colorado Insurance Guaranty Association Act." "This policy is issued by an insurance company that Is not regulated by the Colorado Division of Insurance. The insurance company may not provide claims service and may not be subject to service of process in Colorado. If the insurance company becomes insolvent, Insureds or claimants will not be eligible for protection under Colorado Insurance law." - Brown and Riding Insurance Services, Inc. Lic. #294353 "This policy is a claims -made policy which provides liability coverage only if a claim is made during the policy period or any applicable extended reporting period." "The cost of the Insurance coverage provided herein includes a fee to a wholesale intermediary in addition to the premium charges," SECTION B IDENTI'IY THEFT NO COVER GIVEN SECTION C: CYBER THREATS AND EXTORTION NO COVER GIVEN INSURING CLAUSE 1: CYBER & PRIVACY SECTION A: CYBER LIABILITY Aggregate limit of liability: USD1,000.000 including costs and expenses Deductible: USD2,500 each and every claim, including costs and expenses SECTION B PRIVACY LIABILITY Aggregate limit of liability: USD1,000,000 including costs and expenses Deductible: USD2.500 each and every claim, including costs and expenses SECTION C SYSTEM DAMAGE Limit of Liability: USD1,000,000 each and every loss Deductible: USD2,500 each and every loss SECTION D: SYSTEM BUSINESS INTERRUPTION Limit of Liability: USD200.000 per day up to a maximum of USD1,000,000 for the period of the policy Deductible: USD2,500 each and every loss SECTION E: CONSEQUENTIAL REPUTATIONAL HARM Limit of Liability: USD200,000 per day up to a maximum of USD1.000,000 for the period of the policy Deductible: USD2,500 each and every loss SECTION F REGULATORY ACTIONS AND INVESTIGATIONS Aggregate limit of liability: USD1,000,000 including costs and expenses Deductible: USD2,500 each and every claim, including costs and expenses INSURING CLAUSE 2: PRIVACY BREACH NOTIFICATION COSTS SECTION A: YOUR NOTIFICATION COSTS Limit of Liability: USD1,000,000 each and every loss Deductible: US02,500 each and every loss SECTION B' THIRD PARTY NOTIFICATION COSTS Limit of Liability: USD1,000,000 each and every loss Deductible: USD2,500 each and every loss INSURING CLAUSE 3: CYBER CRIME SECTION A. COMPUTER CRIME NO COVER GIVEN SECTION B IDENTI'IY THEFT NO COVER GIVEN SECTION C: CYBER THREATS AND EXTORTION NO COVER GIVEN