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Home My WebLink AboutC19-175 Carolyn Blevins AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND CAROLYN BLEVINS, BCBA, LLC THIS AGREEMENT (“Agreement”) is effective as of the ____________________ by and between Carolyn Blevins, BCBA a Colorado limited liability company (hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, the County, through its Department of Human Services (“DHS”) 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 through May 31, 2021 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. DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E 5/21/2019 2 Eagle County HHS Prof Serv Final 5/14 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 Human 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 11 hereof, shall continue in full force and effect through the 31st day of May, 2021. 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 $10,000 annually. 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. Method of Compensation. Contractor shall be compensated for Services satisfactorily performed in accordance with the statewide “Trails Users Fiscal Calendar” and by means of the Trails provider payroll system. Consultant shall submit an invoice to the County by the fifth (5) day of the month for Services performed in the preceding month. Upon receipt of the invoice, the County will input the Consultant’s invoice into the Trails system. Payment will be made by the State of Colorado through the Trails provider payroll system. The parties acknowledge that funds for this Agreement are derived from State of Colorado CORE funds and not appropriated by the County. Invoices shall include a description of Services performed. If County is not satisfied with the completeness of a submitted invoice, County may request Consultant to either revise the invoice or provide additional information. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E 3 Eagle County HHS Prof Serv Final 5/14 All invoices must be emailed to the following address to ensure proper payment: dhsacctpayable@eaglecounty.us b. Billing Cut-off Date. Consultant shall not be reimbursed for billing received by the County two (2) months or more after the date of Service. c. 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. d. 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. e. 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 State of Colorado. f. 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. g. 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. h. 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). DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E 4 Eagle County HHS Prof Serv Final 5/14 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 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. i. 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. 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 $2,000,000 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. Third party fidelity/crime coverage including coverage for theft and mysterious disappearance. The policy shall include coverage for all directors, officers, agents and employees of the Consultant. The policy shall name Eagle County and Eagle County’s clients as loss payee as their interests may appear. The policy shall not contain a condition requiring an arrest or conviction. Policies shall be endorsed to provide coverage for computer crime/fraud. b. Other Requirements. DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E 5 Eagle County HHS Prof Serv Final 5/14 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. 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-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. 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. 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 County a new 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. DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E 6 Eagle County HHS Prof Serv Final 5/14 xi. 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. xii. 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 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 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: Kendra Kleinschmidt DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E 7 Eagle County HHS Prof Serv Final 5/14 551 Broadway Post Office Box 660 Eagle, CO 81631 Telephone: 970-328-8827 Facsimile: 855-848-8826 E-Mail: Kendra.Kleinschmidt@eaglecounty.us 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: Carolyn Blevins PO Box 3211 Eagle, CO 81631 303-475-8825 carolynblevinsbcba@gmail.com 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 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. DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E 8 Eagle County HHS Prof Serv Final 5/14 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. Specifically, during the period of this Agreement, Consultant and its professional personnel shall each be licensed as a professional counselor through the Colorado Department of Regulatory Agencies (“DORA”), shall maintain such license in good standing and shall adhere to all rules, standards, policies and laws applicable to such license, including, but not limited to, any requirements for criminal background checks. Consultant shall immediately notify the County if any state or local agency makes a substantiated finding of abuse, neglect or injurious environment against it or any of its professional personnel during the period of this Agreement. In the event of a substantiated finding as set forth herein, the County in its sole discretion may terminate this Agreement, in whole or in part, upon seven (7) days’ notice to Consultant. 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. DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E 9 Eagle County HHS Prof Serv Final 5/14 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. l. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. m. 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. 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. 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 DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E 10 Eagle County HHS Prof Serv Final 5/14 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: https://www.uscis.gov/e-verify 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: 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). DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E 11 Eagle County HHS Prof Serv Final 5/14 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: ______________________________ Jeff Shroll, County Manager CONSULTANT: By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E Carolyn Blevins BCBA (Board Certified Behavior Analyst) 12 Eagle County HHS Prof Serv Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES Description of Services: Provide individual, family counseling and other therapeutic services, including therapeutic supervised visitation services for clients (children, youth and families) of the Department of Human Services to prevent unnecessary placement of children and youth in out-of-home care, support family preservation, and assist in family reunification. Additional Provisions: 1. 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 goals, 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 via e-mail. 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 without 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 the state-wide hotline of all reports of suspected child abuse or neglect involving Contractor, including, but not limited to, employees, volunteers and clients. DHS contractors are considered to be mandatory reporters for suspected child abuse and neglect and are to make those reports directly to the Hotline at 1-844-CO-4-KIDS (844-264-5437). Payment and Fee Schedule: County will compensate Contractor for performance of services as follows: (1) Face to face contact for individual therapy with clients - $90 per hour for In Office Services and $100 per hour for In Home/ Off Site/Bilingual Services; (2) Face to face contact for Sex Abuse Specific Therapy with clients $90 per hour for In Office Services and $100 per hour for In Home/Off Site/Bilingual Services; (3) Group Therapy Services for clients-$45 per hour (4) Case management services (report writing) - $35 per hour; (5) Attendance at Family Engagement Meetings (also called Individual Service & Support Team meetings) - $50 per hour; (6) Therapeutic supervised visitation - $90 per hour for In Office Services and $100 per hour for In Home/ Off Site/Bilingual Services; (7) Supervised visitation - $50 per hour for In Office Services and $60 per hour for In Home/Off Site/Bilingual Services; (8) Life Skills - $55 per hour for In Office Services and $65 per hour for In Home/Off Site/Bilingual Services; (9) Equine Assisted Therapy - $125 per Individual Sessions and $175 per Family Session. The maximum contract amount is not to exceed $10,000 annually. DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E 13 Eagle County HHS Prof Serv Final 5/14 EXHIBIT B Insurance Certificate DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E Important Information Here are your Policy Identification Cards. Two cards have been provided for each vehicle insured. Please destroy your old cards when the new cards become effective. Due to space limitations on the ID card, only the Named Insured and the Co-insured are listed. For a full list of drivers covered under this policy, please log onto geico.com or reference the Drivers section of your Declarations Page, which is included with your insurance packet. Please notify us promptly of any change in your address to be sure you receive all important policy documents. Prompt notification will enable us to service you better. Your policy is recorded under the name and policy number shown on the card. If you would like additional ID cards, you can go online to geico.com or call us at 1-800-841-3000.JASON T BLEVINS AND CAROLYN A BLEVINS PO BOX 3211 EAGLE CO 81631-3211 Colorado Insurance Identification Card 1-800-841-3000 GEICO CASUALTY COMPANY P.O. Box 509090 • San Diego, CA 92150-9090 Policy Number Effective Date Expiration Date 4293-38-85-93 01-15-19 07-15-19 Year Make Model Vehicle ID No. 2013 SUBARU OUTBACK 4S4BRCBCXD3248408 Insured: Jason Todd Blevins Carolyn A Blevins Po Box 3211 Eagle CO 81631-3211 Colorado Insurance Identification Card 1-800-841-3000 GEICO CASUALTY COMPANY P.O. Box 509090 • San Diego, CA 92150-9090 Policy Number Effective Date Expiration Date 4293-38-85-93 01-15-19 07-15-19 Year Make Model Vehicle ID No. 2013 SUBARU OUTBACK 4S4BRCBCXD3248408 Insured: Jason Todd Blevins Carolyn A Blevins Po Box 3211 Eagle CO 81631-3211 DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E What to do at the time of an accident. • Do not admit fault. • Do not reveal the limits of your liability coverage to anyone. • Exchange contact information; get year, make, model, plate number,insurance carrier and policy number of all involved. Also, identify witnesses and collect contact information. • Contact the police or 911 if applicable. • Contact GEICO by calling 1-800-841-3000 or visit geico.com to report the accident. U-4-CO (12-09) What to do at the time of an accident. • Do not admit fault. • Do not reveal the limits of your liability coverage to anyone. • Exchange contact information; get year, make, model, plate number,insurance carrier and policy number of all involved. Also, identify witnesses and collect contact information. • Contact the police or 911 if applicable. • Contact GEICO by calling 1-800-841-3000 or visit geico.com to report the accident. U-4-CO (12-09) DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E 08/30/2018 Carolyn A Blevins PO Box 3211 Eagle, CO 81631 Dear Carolyn, Thank you for purchasing your Professional Liability policy with CPH and Associates! Please find your policy documents (proof of coverage) enclosed. Don't forget about the online customer portal! Through the online customer portal, you’re able to: •Access your policy documents 24/7 •Renew your policy when it comes time •Report an incident, claim or subpoena •Make REAL TIME changes to your policy such as: ◦Add additional insureds ◦Add general liability ◦Change your address ◦...And more! Once again, thank you for your business. C. Philip Hodson President CPH & Associates 711 S. Dearborn St., Suite 205, Chicago, IL 60605 info@cphins.com | 312-987-9823 DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PHCP-01 (3-01) ALLIED HEALTHCARE PROFESSIONAL AND SUPPLEMENTAL LIABILITY INSURANCE POLICY DECLARATIONS Administered by: CPH & Associates 711 S. Dearborn, Ste. 205 Chicago, IL 60605 Carolyn A Blevins PO Box 3211 Eagle, CO 81631 Affiliation: NSP Professional Occupation: Board Certified Behavior Analyst Coverage Term From: 11/01/2018 to 11/01/2019 at 12:01 A.M. Standard Time at your mailing address shown above. Premium (including taxes): $ 153.00 Policy Forms & Endorsements: PI-PHCP-02 (07/10) PI-BELL-1 (11/09) PI-CME-1 (10/09) To Verify Claims History, send requests to the Administrator at claims@cphins.com Policy Number: AR11741 Philadelphia Indemnity Insurance Company COVERAGE A - PROFESSIONAL LIABILITY COVERAGE LIMITS OF LIABILITY PREMIUM Individual - Each Incident: $1,000,000 $153.00 Aggregate: $3,000,000 Association, Partnership or Corporation - Each Incident: $N/A Aggregate: $N/A COVERAGE B - SUPPLEMENTAL LIABILITY COVERAGE (Included) Each Incident: $1,000,000 Aggregate: $3,000,000 STATE LICENSING BOARD INVESTIGATION DEFENSE COVERAGE $0.00 Each Incident: $35,000 Aggregate: $35,000 By:By: President Secretary DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-PHCP-02 (07/10) Page 2 of 15 ALLIED HEALTHCARE PROVIDERS PROFESSIONAL AND SUPPLEMENTAL LIABILITY INSURANCE POLICY Various provisions in this policy restrict coverage. Read the entire policy carefully to determine your rights, duties and what is and is not covered. Words in bold have specific meanings defined within this policy. Refer to SECTION V – DEFINITIONS. In consideration of the payment of the premium and in reliance upon all statements and information furnished to us, including all statements made in the application form, its attachments and the material incorporated therein, which are incorporated herein and deemed to be a part of this policy, we agree as follows: SECTION I – COVERAGE A. ALLIED HEALTHCARE PROVIDERS PROFESSIONAL AND SUPPLEMENTAL LIABILITY 1. Insuring Agreements a. Coverage A – Professional Liability We will pay on your behalf those sums that you become legally obligated to pay as damages because of a professional incident that takes place in the coverage territory and occurs during the policy period. The professional incident must result from the practice of the profession shown in the Declarations. This includes services performed by you as a member of a credentialing group or utilization review panel, as a case management reviewer or clinical evaluator, or as a member of a board or committee of a hospital or professional society where similar services are performed by you. b. Coverage B – Supplemental Liability (1) Bodily Injury and Property Damage Coverage We will pay on your behalf those sums that you become legally obligated to pay as damages, other than those for which coverage is provided under Coverage A, for bodily injury or property damage that takes place in the coverage territory and occurs during the policy period. It must result from a professional incident that arises out of the profession shown in the Declarations. (2) Personal Injury Coverage We will pay on your behalf those sums that you become legally obligated to pay as damages, other than those for which coverage is provided under Coverage A, for personal injury that takes place in the coverage territory and occurs during the policy period. It must result from a professional incident that arises out of the profession shown in the Declarations. 2. Exclusions This insurance does not apply to claims or suits for damages: a. Arising out of any occupation, business, profession, or personal activity other than the profession specified in the Declarations; DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-PHCP-02 (07/10) Page 3 of 15 b. Arising out of any liability you assume under any contract or agreement. This exclusion does not apply to: (1) Liability you assume under a contract with a health maintenance organization, preferred provider organization, independent practice association, or any other similar organization; but only for such liability as is attributable to your alleged negligence; or (2) A warranty of fitness or quality of any therapeutic agents or supplies you have furnished or supplied in connection with treatment you have provided; c. Arising out of any liability you have as a proprietor, owner, superintendent, director, partner, manager, administrator or executive officer of any hospital, nursing home, medical clinic, health maintenance organization, managed care facility, sanitarium, or any other facility with bed and board arrangements; d. Arising out of the ownership, maintenance, use or entrustment to others of any aircraft, auto or watercraft owned or operated by, or rented or loaned to you. Use includes operation and loading or unloading; e. Arising out of the prescription, utilization, furnishing, or dispensing of drugs or medical, dental or nursing supplies or appliances, except as directed by a physician in your normal course of practice; f. Arising out of your intentional wrongful acts; g. Arising out of injury to you or any consequential injury to your spouse, child, parent, brother or sister. This exclusion applies: (1) Whether you may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury; h. Arising out of any of your obligations under a workers’ compensation, disability benefits or unemployment compensation law or any similar law; i. Arising out of any claim made by a person because of any: (1) Refusal to employ that person; (2) Termination of that person's employment; (3) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, sexual harassment, humiliation or discrimination directed at that person; or (4) Arising out of actual or alleged discrimination. This exclusion applies: (1) Whether you may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages; DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-PHCP-02 (07/10) Page 4 of 15 j. Arising from advertising injury or personal injury. However, this exclusion does not apply to personal injury when the offense arises out of a professional incident and the personal injury does not arise out of: (1) Oral or written publication of material, if done by you or at your direction with knowledge of its falsity; (2) Oral or written publication of material, whose first publication took place before the beginning of the policy period; or (3) The willful commission of a criminal act(s); k. Arising out of damage to property: (1) Owned, occupied or used by you; (2) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by any of you; (3) Which is or was in your possession or in the possession of any person acting on behalf of any of you; or (4) That is real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are or were performing operations; l. Arising out of any: (1) Pollution hazard; (2) Nuclear hazard; (3) Asbestos hazard; or (4) Lead hazard; m. Arising out of unfair competition or violation of any anti-trust laws; n. Arising out of the inability or failure of you or others to collect or pay money, including fee disputes and third party reimbursement disagreements; o. Arising out of your gaining any personal profit or advantage to which you are not legally entitled; p. Arising out of liability under the Employment Retirement Income Security Act of 1974 (ERISA) and any amendments to that act, or any similar federal or state law; q. Arising out of any criminal, dishonest, fraudulent or malicious act or omission. This exclusion does not apply to any of you who did not: (1) Personally participate in committing any such act; or (2) Remain passive after having personal knowledge of any such act or omission; r. Arising out of any claim made or suit brought against any of you by another insured; s. Arising out of sexual therapy, where sexual contact is used as a form of treatment thereof, or DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-PHCP-02 (07/10) Page 5 of 15 where any surrogate sexual therapy related to sexual dysfunction is employed; t. Arising out of any business relationship or venture with any prior or current patient or relative of a prior or current patient of yours; u. Physical abuse, sexual abuse or licentious, immoral or sexual behavior whether or not intended to lead to, or culminating in any sexual act, whether caused by, or at the instigation of, or at the direction of, or omission by any of you. However, we will defend any civil suit against you seeking amounts that would be covered if this exclusion did not apply. In such case, we will only pay fees, costs and expenses of such defense. Our duty to defend will cease upon admission of guilt by you, or if you are adjudicated guilty or liable. We will have no obligation to appeal any such judgment or adjudication; and v. Any claim arising from professional services that you provide when: (1) You are not properly licensed or certified by the laws of the state(s) in which you provide such services; or (2) Such services are not authorized or permitted by the laws of the state(s) in which your professional services are provided. B. SUPPLEMENTAL PAYMENTS We will pay, with respect to any claim or suit we defend: 1. All expenses we incur including defense costs; 2. Up to $300 for the cost of bail bonds to release attachments, but only for bond amounts within the applicable limit of liability. We do not have to furnish these bonds; 3. All reasonable expenses incurred by you at our request to assist us in the investigation or defense of a claim or suit, including actual loss of earnings up to $1,000 per day because of time off from work, subject to a maximum of $35,000 for any claim or suit; 4. All costs taxed against you in the suit; 5. Prejudgment interest awarded against you on that part of the judgment we pay. If we make an offer to pay the applicable limit of liability, we will not pay any prejudgment interest based on that period of time after the offer; and 6. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of liability. These payments will not reduce the limits of liability otherwise available under this policy. C. ADDITIONAL POLICY BENEFITS 1. Deposition Expense We will pay for reasonable legal expenses incurred by you for appearance at a deposition to which you are required to submit, and that involves the professional occupation shown in the Declarations. No insured will be reimbursed more than $10,000 per professional incident. This benefit is subject to a limitation of $35,000 per deposition received. DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-PHCP-02 (07/10) Page 6 of 15 2. State Licensing Board Investigation Expenses We will pay reasonable expenses that you incur resulting from an investigation or proceeding by a state licensing board or other regulatory body provided that the investigation or proceeding arises out of events which could result in claims covered by this policy. We will not be responsible for conducting such investigation or providing such defense. The maximum aggregate amount we will pay for this benefit is $35,000. Reasonable expenses will include those you or we incur for legal defense, including the production of expert witnesses, as well as your travel expenses to such proceedings. 3. Medical Expenses We will pay, regardless of fault, for necessary medical expenses incurred within a three (3) year period from the date of an accident arising out of professional services rendered by you. The most we will pay for medical expenses is $5,000 per person, subject to a $50,000 aggregate in any single policy period. This coverage is provided on the condition that the injured person or someone on their behalf shall give us written proof of a claim for medical expenses, under oath if required. If we request, the injured person shall execute an authorization to enable us to obtain medical reports and copies of all records. The injured person will also submit to physical examinations by physicians selected by us. The examinations will be made when, and as often as, we may reasonably require. Payment by us to an injured person will not imply an admission of liability. Each payment will reduce the total amount payable for such bodily injury if liability is later established. We will not pay under this extension of coverage for bodily injury: a. To any person included within the definition of an insured; b. Resulting from selling, serving or giving alcoholic beverages; c. To any person practicing, instructing, or participating in any physical training, sports, athletic activity or contest, whether on a formal or informal basis; or d. Arising out of any medical, surgical, dental, x-ray or other health service or treatment performed by you, including the dispensing of drugs, medical, dental, or surgical supplies, except as directed by a physician and in the normal practice as an insured. 4. First Aid Coverage We will pay up to $5,000 for amounts which you voluntarily pay or incur for first aid rendered to others, as a result of bodily injury covered by this policy. The first aid must be provided within a forty-eight (48) hour period after the bodily injury occurs. This provision does not apply to payments for first aid rendered to any person defined as an insured in this policy. The total amount payable for all first aid coverage shall not exceed $15,000 for all first aid rendered during the policy period. 5. Assault Coverage We will pay for expenses you incur, up to $15,000 for bodily injury to you or property damage to your personal property, other than your mode of transportation, resulting from an assault on you while traveling to and from your place of employment. This coverage is excess over any available insurance specifically written as primary insurance covering such bodily injury or property damage. These payments are in addition to the applicable limits of liability, and shall not serve to reduce the DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-PHCP-02 (07/10) Page 7 of 15 available limits remaining under the policy. SECTION II – WHO IS AN INSURED Each of the following is an insured under this policy to the extent set forth below: A. If you are an individual, the insured so designated in the Declarations; B. If you are a partnership, the partnership so designated in the Declarations and any partner thereof; or C. If you are a corporation, the corporation so designated in the Declarations, and any owner, officer, director, trustee, or stockholder thereof, and: 1. Any employee of yours but only for acts within the scope of his/her employment by you; and 2. Any student in training or volunteer, but solely while such person is acting within the scope of his/her duties for, or on behalf of you. SECTION III – LIMITS OF LIABILITY A. The limits of liability shown in the Declarations and the provisions below define the most we will pay regardless of the number of: 1. Insureds; 2. Claims made or suits brought; or 3. Persons or organizations making claims or bringing suits. B. The Aggregate Limit is the most we will pay for all damages to which this insurance applies. C. Subject to B. above, the Each Incident Limit is the most we will pay for the sum of all damages arising out of the same professional incident to which this insurance applies. The limits of liability apply separately to each policy period. D. If both Coverages A and B as shown in the Declarations applies to the same claim, our liability is limited as follows: 1. In no event will the limits of liability of Coverages A and B be added together, combined, or stacked to determine the applicable limit of liability; 2. The total limits of liability under both Coverages A and B will not exceed the highest applicable limit of Coverage A or of Coverage B; and 3. We, in our sole discretion, will conclusively determine which coverage applies and in what proportion. E. Claim expenses will be paid in addition to the stated limits of liability shown in the Declarations. However, exhaustion of these limits shall relieve us from being liable to make further payment for claim expenses. In no event will claim expenses be paid by us when the applicable limits of liability have been exhausted due to the payment of, or tender for payment of, damages. SECTION IV – CONDITIONS A. YOUR AUTHORITY AND DUTIES DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-PHCP-02 (07/10) Page 8 of 15 You agree to act on behalf of all insureds with respect to cancellation, notice of any professional incident, claim or suit, payment or return of any premium, or consent to a claim settlement that we recommend. Each insured, by accepting this insurance, agrees to: 1. Have you act for them in such matters; and 2. Promptly notify you, in writing, of any professional incident which may result in a claim, or any claim or suit brought against any insured. B. DUTIES IN THE EVENT OF A CLAIM OR SUIT 1. You must, as soon as is practicable, notify us in writing of a professional incident that may result in a claim. To the extent possible, notice should include: a. All available information about the circumstances concerning the professional incident including: (1) How, when, and where it took place; and (2) The names and addresses of any witnesses and persons seeking damages; and b. What claim you think may result. However, even when you notify us of a professional incident, this does not relieve you of your obligation to also notify us of any resulting claim or suit. 2. If a claim is made or suit is brought against any insured, you must, as soon as is practicable, notify us in writing of any claim or suit. Please submit the requisite information to the following address: Philadelphia Insurance Companies One Bala Plaza, Suite 100 Bala Cynwyd, Pennsylvania 19004 Attention: Claims Department Such notice shall be effective on the date of receipt by us at such address. 3. You must: a. Immediately send us copies of any demands, notices, summonses, legal papers received in connection with the claim or suit; b. Authorize us to obtain records and other information; c. Cooperate with us in the investigation, settlement or defense of any claim or suit; d. Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to you because of injury or damage to which this insurance may also apply; and e. In no way jeopardize our rights after a professional incident. C. LEGAL ACTION AGAINST US No person or organization has a right under this policy: DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-PHCP-02 (07/10) Page 9 of 15 1. To join us as a party or otherwise bring us into a suit asking for damages from an insured; or 2. To sue us on this policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual trial; but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable limit of liability. An agreed settlement means a settlement and release of liability signed by us, you and the claimant or the claimant's legal representative. D. OTHER INSURANCE If all or part of any covered claim or suit is covered by other insurance, whether on a primary, excess, umbrella, contingent, or any other basis, then this policy: 1. Will be excess with respect to Coverage A; and 2. Will not apply and no coverage will be afforded under this policy with respect to Coverage B. However, when the limits of this policy are greater than the limits of all other insurance, then this policy will provide excess insurance up to an amount sufficient to give you, as respects the amount afforded under Coverage B, a total limit of liability equal to the limit of liability provided by this policy. This will apply even as to fully or partially self-insured programs, and policies in which you have a deductible or have retained a self-insured portion of the risk. In no event will this policy be construed to contribute more than on an excess basis. This provision will not apply to coverage under an excess policy that is specifically written to be excess of this policy and that specifically refers to this policy as an underlying policy. E. REPRESENTATIONS By accepting this policy, you agree that: 1. The statements in the application and any supplement are accurate and complete; 2. Those statements are based upon representations you made to us; and 3. We have issued this policy in reliance upon your representations. F. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US If you have rights to recover all or part of any payment we have made under this policy, those rights are transferred to us. You must do nothing after loss to impair them. At our request, you will bring suit or transfer those rights to us and help us enforce them. G. SETTLEMENT If you refuse to consent, within a reasonable period of time, to any settlement offer we recommend and elect to contest the claim or continue any legal proceedings in connection with such claim then, subject to provisions of SECTION III – LIMITS OF LIABILITY, our liability for the claim will not exceed the amount for which the claim could have been settled, plus the cost of defense incurred by us up to the date of such refusal. H. TWO OR MORE COVERAGE PARTS OF POLICIES ISSUED BY US It is our stated intention that the various coverage parts or policies issued to you by us, or any entity DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-PHCP-02 (07/10) Page 10 of 15 affiliated with us, do not provide any duplication or overlap of coverage for the same claim or suit. We have exercised diligence to draft our coverage parts or policies to reflect this intention, but should the circumstances of any claim or suit give rise to such duplication or overlap of coverage then, notwithstanding the other insurance provision, if this policy and any other coverage part or policy issued to you by us, or any entity affiliated with us, apply to the same professional incident, occurrence, offense, wrongful act, accident or loss, the maximum limit of liability under all such coverage parts or policies combined shall not exceed the highest applicable limit of liability under any one coverage part or policy. I. LIBERALIZATION If we receive approval to issue a revised version of this form that would broaden the coverage under this policy during the coverage term, the broadened coverage will apply to this policy on the date of such approval, without additional premium. J. CANCELLATION / NONRENEWAL / INCREASE IN PREMIUM OR DECREASE IN COVERAGE 1. You may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2. If this policy has been in effect for less than sixty (60) days, we may cancel this policy by mailing by first-class mail or delivering to you written notice of cancellation at least: a. Ten (10) days before the effective date of cancellation if we cancel for nonpayment of premium; or b. Thirty (30) days before the effective date of cancellation if we cancel for any other reason. 3. If this policy has been in effect for sixty (60) days or more, or is a renewal of a policy we issued, we may cancel this policy by mailing, through first-class mail to you, written notice of cancellation: a. Including the actual reason, at least ten (10) days before the effective date of cancellation, if we cancel for nonpayment of premium; or b. At least thirty (30) days before the effective date of cancellation if we cancel for any other reason. 4. We may only cancel this policy based on any of the following reasons: a. Nonpayment of premium; b. A false statement knowingly made by you on the application for insurance; or c. Any other legally permissible reason. 5. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date provided proper notice is given. 6. If this policy is canceled, we will send you any premium refund due. If we cancel, the refund will be pro rata. If you cancel, the refund will be at least ninety percent (90%) of the pro rata refund. 7. We may decide to not renew this policy for any legally permissible reason. If we decide not to renew this policy, we will mail, through first-class mail to you, written notice of the nonrenewal at least thirty (30) days before the expiration date. 8. We will not increase the premium unilaterally or decrease the coverage benefits on renewal of DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-PHCP-02 (07/10) Page 11 of 15 this policy, unless we mail through first-class mail written notice of our intention, including the actual reason, to your last mailing address known to us, at least thirty (30) days before the effective date. 9. Any decrease in coverage during the policy term must be based on one or more of the following reasons: a. Nonpayment of premium; b. A false statement knowingly made by you on the application for insurance; c. A substantial change in the exposure or risk other than that indicated in the application and underwritten as of the effective date of the policy, unless you have notified us of the change and we accept such change; or d. Any other legally permissible reason. 10. If any notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V – DEFINITIONS A. Advertising injury means injury arising out of one or more of the following offenses committed in the course of advertising your goods, products or services: 1. Oral or written publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; 2. Oral or written publication of material that violates a person's right of privacy; 3. Misappropriation of advertising ideas or style of doing business; or 4. Infringement of copyright, title or slogan. B. Asbestos hazard means: 1. a. Inhaling, ingesting or prolonged physical exposure to asbestos or goods or products containing asbestos; b. The use of asbestos in constructing or manufacturing any goods, product or structure; c. The removal of asbestos from any good, product or structure; d. Any request, demand, or order for the removal of asbestos from any good, product or structure; or e. The manufacture, sale, transportation, storage of, disposal of asbestos or goods or products containing asbestos; and 2. The investigation, settlement or defense for any claim, suit, proceeding, damages, loss, cost or expense excluded by 1. above. C. Auto means a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. D. Bodily injury means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-PHCP-02 (07/10) Page 12 of 15 E. Claim means a demand made upon you for damages. All claims arising out of the same act or omission which are logically or causally connected in any way shall be deemed as a single claim. F. Claim expenses means fees charged by any lawyer designated by us and all other fees, costs, and expenses resulting from the investigation, adjustment, defense, and appeal of a claim, if incurred by us. Claim expenses shall also include: 1. Premiums on bonds to release attachments and appeal bonds, limited to that portion of such bonds that does not exceed the limits of liability of this policy, but without any obligation by us to apply for or furnish such bonds; 2. Costs taxed against you in any suit except for any contempt citations; 3. Interest accruing after the entry of judgment, but only for that portion of the judgment which does not exceed the applicable limits of liability, and only until we have tendered to the court or paid to you our portion of such judgment as does not exceed our limit of liability thereon; and 4. Reasonable expenses incurred by you at our request in assisting in the investigation and defense of any claim, other than loss of earnings. Claim expenses shall not include: 1. Any amounts incurred in defense of any claim for which any other insurer has a duty to defend, regardless of whether or not such other insurer undertakes such duty; 2. Salaries, wages, overhead or benefit expenses associated with any insured except as specified in SECTION I – COVERAGE, Paragraph C. ADDITIONAL POLICY BENEFITS above; or 3. Salaries, wages, overhead or benefit expenses associated with your employees. G. Coverage territory means: 1. The United States of America (including its territories and possessions), Puerto Rico and Canada; 2. All parts of the world, if: a. The injury or damage arises out of the activities of a person whose home is in the territory described in 1. above, but is away temporarily on your business; and b. Your responsibility to pay damages is determined in a suit on the merits, in the territory described in 1. above or in a settlement we agree to; and 3. If suit is brought within 1. above. H. Damages means a monetary: 1. Judgment; 2. Award; or 3. Settlement, but does not include fines, sanctions, penalties, punitive or exemplary damages or the multiple portion of any damages. DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-PHCP-02 (07/10) Page 13 of 15 I. Insured, you, your and yours means the individual or the association, partnership, or corporation named in the Declarations or qualifying as an insured under SECTION II – WHO IS AN INSURED, above. J. Lead hazard means: 1. a. Exposure to or existence of lead, paint containing lead, or any other material or substance containing lead; or b. Manufacture, distribution, sale, resale, rebranding, installation, repair, removal, encapsulation, abatement, replacement or handling of lead, paint containing lead, or any other material or substance containing lead, whether or not the lead is or was at any time airborne as a particulate, contained in a product ingested, inhaled, transmitted in any fashion, or found in any form whatsoever; 2. a. Any testing for, monitoring, cleaning up, removing, abating, containing, treating or neutralizing lead, paint containing lead, or any other substance or material containing lead or in any way responding to or assessing the effects of lead; or b. Any request, demand or order to test for, monitor, clean up, remove, abate, contain, treat or neutralize lead, paint containing lead, or any other substance or material containing lead; or in any way respond to, or assess the effects of lead; and 3. The investigation, settlement or defense of any claim, suit, proceeding, damages, loss, cost or expense excluded by 1. and 2. above. K. Loading or unloading means the handling of property: 1. After it is moved from its initial place to the place where it is accepted for movement into or onto an aircraft, watercraft or auto; 2. While it is in or on an aircraft, watercraft or auto; or 3. While it is being moved from an aircraft, watercraft or auto to the place where it is finally delivered; but loading or unloading does not include the movement of property by means of a mechanical device, other than a hand-truck that is not attached to the aircraft, watercraft or auto. L. Nuclear hazard means the existence of any nuclear reactor or device, nuclear waste storage or disposal site, or any other nuclear facility, or the transportation of nuclear material, or the hazardous properties of nuclear material which includes but is not limited to, source material, special nuclear material, and by-product material as those terms are defined in the Atomic Energy Act of 1954 and any law amendatory thereof and any similar federal, state or local statutory, civil or common law. M. Personal injury means injury, other than bodily injury, arising out of one or more of the following offenses: 1. False arrest, detention or imprisonment; 2. Malicious prosecution; 3. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling, or premises that a person occupies by or on behalf of its owner, landlord, or lessor; DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-PHCP-02 (07/10) Page 14 of 15 4. Oral or written publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; or 5. Oral or written publication of material that violates a person's right of privacy. N. Pollutants mean any noise, solid, semi-solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapor, soot, fumes, mists, acids, alkalis, chemical, biological, and etiologic agents or materials, electromagnetic or ionizing radiation and energy, genetically engineered materials, teratogenic, carcinogenic and mutagenic materials, waste and any other irritant or contaminant. Waste includes any materials to be disposed, recycled, reconditioned, or reclaimed. O. Pollution hazard means: 1. a. Any actual, alleged, or threatened emission, discharge, seepage, migration, release, or escape of pollutants at any time; b. Any clean up of pollutants; or c. Any request, demand or order for any clean up of pollutants; and 2. The investigation, settlement or defense of any claim, suit, proceeding, damages, loss, cost or expense excluded by 1. above. Clean up includes monitoring, removal, containment, treatment, detoxification or neutralization of, testing for, or response in any way to, or assessment of the effects of pollutants. P. Professional incident means any actual or alleged negligent: 1. Act; 2. Error; or 3. Omission; in the actual rendering of professional services to others in your capacity as an insured including professional services performed as a member of a credentialing group or utilization review panel, as a case management reviewer or clinical evaluator, or as a member of a board or committee of a hospital or professional society where similar services are performed by you. An incident shall not be considered a professional incident merely for occurring on or near a premises occupied by you. Any or all professional incidents arising from interrelated or a series of acts, errors or omissions shall be deemed to be one professional incident taking place at the time of the earliest professional incident. Q. Property damage means: 1. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or 2. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the professional incident that caused it. For the purposes of this insurance, electronic data is not tangible property. DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-PHCP-02 (07/10) Page 15 of 15 As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. R. Suit means a civil proceeding in which damages are sought and to which this insurance applies. Suit also includes: 1. An arbitration proceeding in which such damages are sought and to which you must submit or do submit with our consent; or 2. Any other alternative dispute resolution proceeding in which such damages are sought and to which you submit with our consent. S. We, us, our means the insurance company shown in the Declarations (a stock insurance company). IN WITNESS WHEREOF, we have caused this policy to be signed by our President and Secretary. This policy shall not be valid unless signed on the Declarations Page by our duly authorized representative. DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-BELL-1 (11/09) Page 1 of 8 © 2009 Philadelphia Indemnity Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BELL ENDORSEMENT Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement, and the policy is amended as follows: I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS The following is a summary of Limits of Liability or Limits of Insurance and/or additional coverages provided by this endorsement. This endorsement is subject to the provisions of the policy to which it is attached. COVERAGE LIMITS OF INSURANCE Business Travel Accident Benefit $50,000 Conference Cancellation $25,000 Donation Assurance $50,000 Emergency Real Estate Consulting Fee $50,000 Fundraising Event Blackout $25,000 Identity Theft Expense $50,000 Image Restoration and Counseling $50,000 Key Individual Replacement Expenses $50,000 Kidnap Expense $50,000 Political Unrest $5,000 per employee: $25,000 policy limit Temporary Meeting Space Reimbursement $25,000 Terrorism Travel Reimbursement $50,000 Travel Delay Reimbursement $1,500 Workplace Violence Counseling $50,000 DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-BELL-1 (11/09) Page 2 of 8 © 2009 Philadelphia Indemnity Insurance Company II. CONDITIONS A. Applicability of Coverage Coverage provided by your policy and any endorsements attached thereto is amended by this endorsement where applicable. B. Limits of Liability or Limits of Insurance 1. When coverage is provided by this endorsement and another coverage form or endorsement attached to this policy, the greater limits of liability or limits of insurance will apply. In no instance will multiple limits apply to coverages which may be duplicated within this policy. Additionally, if this policy and any other coverage part or policy issued to you by us, or any company affiliated with us, apply to the same occurrence, offense, wrongful act, accident or loss, the maximum limits of liability or limits of insurance under all such coverage parts or policies combined shall not exceed the highest applicable limits of liability or limits of insurance under any one coverage part or policy. 2. Limits of liability or limits of insurance identified in Section I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS above are not excess of, but are in addition to the applicable Limits of Liability or Limits of Insurance stated in the Declarations. C. Claim Expenses Coverages provided herein are not applicable to the generation of claim adjustment costs by you; such as fees you may incur by retaining a public adjuster or appraiser. III. ADDITIONAL COVERAGES A. Business Travel Accident Benefit We will pay a Business Travel Accident Benefit to the insured if a director or officer suffers injury or death while traveling on a common carrier for your business during the policy period. For the purpose of Business Travel Accident Benefit coverage, injury means: 1. Physical damage to the body caused by violence, fracture, or an accident that results in loss of life not later than one hundred eight y (180) days after the policy expiration, the date of cancellation or the date of non-renewal; 2. Accidental loss of limbs or multiple fingers; 3. Total loss of sight, speech or hearing. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. The Business Travel Accident Benefit shall not be payable if the ca use of the injury was: 1. An intentional act by the insured; 2. An act of suicide or attempted suicide; 3. An act of war; or 4. A disease process. DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-BELL-1 (11/09) Page 3 of 8 © 2009 Philadelphia Indemnity Insurance Company B. Conference Cancellation We will reimburse the insured for any business-related conference expenses, paid by the insured and not otherwise reimbursed, for a canceled conference that an employee was scheduled to attend. The cancellation must be due directly to a “natural catastrophe” or a “communicable disease” outbreak that forces the cancellation of the conference. With respect to a conference cancellation claim, it is further agreed as follows: 1. The insured employee must have registered for the conference at least thirty (30) days prior to the cancellation; and 2. The cancellation must be ordered by a local, state or federal Board of Health or other governmental authority having jurisdiction over the location of the conference. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. C. Donation Assurance If the insured is a 501(c)(3) status non-profit organization as defined in the United States Internal Revenue Code, we will reimburse the insured for “failed donation claim(s).” With respect to any “failed donation claim,” it is further agreed as follows: 1. The donor must not have been in bankruptcy, nor have filed for bankruptcy or reorganization in the past seven (7) years prior to the time said pledge was made to the insured; 2. For non-cash donations, our payment of a “failed donation claim” shall be based on the fair market value of said non-cash donation at the time of the “failed donation claim”; 3. In the case of unemployment or incapacitation of a natural person donor and as a condition of payment of the “failed donation claim”: a. Neither the natural person donor nor the insured shall have had reason to believe the donor would become unemployed or incapacitated subsequent to the donation date; and b. The donor shall be unemployed for at least sixty (60) days prior to a claim being submitted by the insured; 4. No coverage shall be afforded for a written pledge of funds or other measurable, tangible property to the insured dated prior to the policy period; and 5. A donation amount which is to be collected by the insured over more than a twelve (12) month period shall be deemed a single donation. The limit of insurance for this coverage is $50,000 per policy period for all insured s combined. No deductible applies to this coverage. D. Emergency Real Estate Consulting Fee We will reimburse the insured any realtor’s fee or real estate consultant’s fee necessitated by the insured’s need to relocate due to the “unforeseeable destruction” of the insured’s “principal location” listed in the Declarations during the policy period. The limit of insurance for this DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-BELL-1 (11/09) Page 4 of 8 © 2009 Philadelphia Indemnity Insurance Company coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. E. Fundraising Event Blackout We will reimburse the insured for “fundraising expenses” that are incurred due to the cancellation of a fundraising event caused by the lack of electric supply resulting in a power outage, provided the fundraising event is not re-scheduled. The fundraising event must have been planned at least thirty (30) days prior to the power outage. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. F. Identity Theft Expense We will reimburse any present director or officer of the named insured for “identity theft expenses” incurred as the direct result of any “identity theft” first discovered and reported during the policy period; provided that it began to occur subsequent to the effective date of the insured’s first policy with us. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. G. Image Restoration and Counseling We will reimburse the insured for expenses incurred for image restoration and counseling arising out of “improper acts” by any natural person. Covered expenses are limited to: 1. The costs of rehabilitation and counseling for the accused natural person insured, provided the natural person insured is not ultimately found guilty of criminal conduct; this reimbursement to occur after acquittal of the natural person insured; 2. The costs charged by a recruiter or expended on advertising, for replacing an officer as a result of “improper acts”; and 3. The costs of restoring the named insured’s reputation and consumer confidence through image consulting. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. H. Key Individual Replacement Expenses We will pay “key individual replacement expenses” if the Chief Executive Officer or Executive Director suffers an “injury” during the policy period which results in the loss of life during the policy period. The limit of insurance for this coverage is the lesser of $50,000 or ten (10) times the annual premium paid for this policy. No deductible applies to this coverage. I. Kidnap Expense We will pay on behalf of any director or officer of the insured, reasonable fees incurred as a result of the kidnapping of them or their spouse, “domestic partner,” parent or child during the policy period. Coverage will not apply to any kidnapping by or at the direction of any present or former family member of the victim. Reasonable fees will include: DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-BELL-1 (11/09) Page 5 of 8 © 2009 Philadelphia Indemnity Insurance Company 1. Fees and costs of independent negotiators; 2. Interest costs for any loan from a financial institution taken by you to pay a ransom demand or extortion threat; 3. Travel costs and accommodations incurred by the named insured; 4. Reward money paid to an informant which leads to the arrest and conviction of parties responsible for loss covered under this insurance; and 5. Salary, commissions and other financial benefits paid by you to a director or officer. Such compensation applies at the level in effect on the date of the kidnap and ends upon the earliest of: a. Up to thirty (30) days after their release, if the director or officer has not yet returned to work; b. Discovery of their death; c. One hundred twenty (120) days after the last credible evidence following abduction that they are still alive; or d. Twelve (12) months after the date of the kidnapping. The limit of insurance for this coverage is $50,000 each policy period for all insureds combined. No deductible applies to this coverage. J. Political Unrest Coverage We will reimburse any present director, officer, employee or volunteer of the named insured while traveling outside the United States of America for “emergency evacuation expenses” that are incurred as a result of an incident of “political unrest.” This “political unrest” must occur during the policy period. No coverage is granted for travel to countries in a state of “political unrest” at the time of departure of the travel. The limit of insurance for this coverage is $5,000 per covered person, subject to a maximum of $25,000 per policy period for all insureds combined. No deductible applies to this coverage. K. Temporary Meeting Space Reimbursement We will reimburse the insured for rental of meeting sp ace which is necessitated by the temporary unavailability of the insured’s primary office space due to the failure of a climate control system, or leakage of a hot water heater during the policy period. Coverage will exist only for the renting of temporar y meeting space required for meeting with parties who are not insured under this policy. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. L. Terrorism Travel Reimbursement We will reimburse any present director or officer of the named insured in the event of a “certified act of terrorism” during the policy period which necessitates that he/she incurs “emergency travel expenses.” The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-BELL-1 (11/09) Page 6 of 8 © 2009 Philadelphia Indemnity Insurance Company M. Travel Delay Reimbursement We will reimburse any present director or officer of the named insured for any “non- reimbursable expenses” they incur as a result of the cancellation of any regularly scheduled business travel on a common carrier. The limit of insurance for this coverage is $1,500 per policy period for all insureds combined. A seventy-two (72) hour waiting period deductible applies to this coverage. N. Workplace Violence Counseling We will reimburse the insured for emotional counseling expenses incurred directly as a result of a “workplace violence” incident at any of the insured’s premises during the policy period. The emotional counseling expenses incurred must have been for: 1. Your employees who were victims of, or witnesses to the “workplace violence”; 2. The spouse, “domestic partner,” parents or children of your employees who were victims of, or witnesses to the “workplace violence”; and 3. Any other person or persons who directly witnessed the “workplace violence” incident. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. IV. DEFINITIONS For the purpose of this endorsement, the following definitions apply: A. “Certified act of terrorism” means any act so defined under the Terrorism Risk Insurance Act, and its amendments or extensions. B. “Communicable disease” means an illness, sickness, condition or an interruption or disorder of body functions, systems or organs that is transmissible by an infection or a contagion directly or indirectly through human contact, or contact with human fluids, waste, or similar agent, such as, but not limited to Meningitis, Measles or Legionnaire’s Disease. C. “Domestic partner” means any person who qualifies as a domestic partner under the provisions of any federal, state or local statute or regulation, or under the terms and provisions of any employee benefit or other program established by the named insured. D. “Emergency evacuation expenses” mean: 1. Additional lodging expenses; 2. Additional transportation costs; 3. The cost of obtaining replacements of lost or stolen travel documents necessary for evacuation from the area of “political unrest”; and 4. Translation services, message transmittals and other communication expenses. provided that these expenses are not otherwise reimbursable. E. “Emergency travel expenses” mean: DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-BELL-1 (11/09) Page 7 of 8 © 2009 Philadelphia Indemnity Insurance Company 1. Hotel expenses incurred which directly result from the cancellation of a scheduled transport by a commercial transportation carrier, resulting directly from and within forty-eight (48) hours of a “certified act of terrorism”; and 2. The increased amount incurred which may result from re-scheduling comparable transport, to replace a similarly scheduled transport canceled by a commercial transportation carrier in direct response to a “certified act of terrorism”; provided that these expenses are not otherwise reimbursable. F. “Failed donation claim” means written notice to the insured during the policy period of: 1. The bankruptcy or reorganization of any donor whereby such bankruptcy or reorganization prevents the donor from honoring a prior written pledge of funds or other measurable, tangible property to the insured; or 2. The unemployment or incapacitation of a natural person donor preventing him/her from honoring a prior written pledge of funds or other measurable, tangible property to the insured. G. “Fundraising expenses” mean deposits forfeited and other charges paid by you for catering services, property and equipment rentals and related transport, venue rentals, accommodations (including travel), and entertainment expenses less any deposits or other fees refunded or refundable to you. H. “Identity theft” means the act of knowingly transferring or using, without lawful authority, a means of identification of any director or officer (or spouse or “domestic partner” thereof) of the named insured with the intent to commit, or to aid or abet another to commit, any unlawful activity that constitutes a violation of federal law or a felony under any applicable state or local law. I. “Identity theft expenses” mean: 1. Costs for notarizing affidavits or similar documents attesting to fraud required by financial institutions or similar credit grantors or credit agencies; 2. Costs for certified mail to law enforcement agencies, credit agencies, financial institutions or similar credit grantors; and 3. Loan application fees for re-applying for a loan or loans when the original application is rejected solely because the lender received incorrect credit information. J. “Improper acts” means any actual or alleged act of: 1. Sexual abuse; 2. Sexual intimacy; 3. Sexual molestation; or 4. Sexual assault; committed by an insured against any natural person who is not an insured. Such “improper acts” must have been committed by the insured while in his or her capacity as an insured. K. “Injury” whenever used in this endorsement, other than in Section III. A. Business Travel, DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-BELL-1 (11/09) Page 8 of 8 © 2009 Philadelphia Indemnity Insurance Company means any physical damage to the body caused by violence, fracture or an accident. L. “Key individual replacement expenses” mean the following necessary expenses: 1. Costs of advertising the employment position opening; 2. Travel, lodging, meal and entertainment expenses incurred in interviewing job applicants for the employment position opening; and 3. Miscellaneous extra expenses incurred in finding, interviewing and negotiating with the job applicants, including, but not limited to, overtime pay, costs to verify the background and references of the applicants and legal expenses incurred to draw up an employment contract. M. “Natural catastrophe” means hurricane, tornado, earthquake or flood. N. “Non-reimbursable expenses” means the following travel-related expenses incurred after a seventy-two (72) hour waiting period, beginning from the time documented on the proof of cancellation, and for which your director or officer produces a receipt: 1. Meals and lodging; 2. Alternative transportation; 3. Clothing and necessary toiletries; and 4. Emergency prescription and non-prescription drug expenses. O. “Political unrest” means: 1. A short-term condition of disturbance, turmoil or agitation within a foreign country that poses imminent risks to the security of citizens of the United States; 2. A long-term condition of disturbance, turmoil or agitation that makes a foreign country dangerous or unstable for citizens of the United States; or 3. A condition of disturbance, turmoil or agitation in a foreign country that constrains the United States Government’s ability to assist citizens of the United States, due to the closure or inaccessibility of an embassy or consulate or because of a reduction of its staff for which either an alert or travel warning has been issued by the United States Department of State. P. “Principal location” means the headquarters, home office or main location where most business is substantially conducted. Q. “Unforeseeable destruction” means damage resulting from a “certified act of terrorism,” fire, collision or collapse which renders all of the insured’s “principal locations” completely unusable. R. “Workplace violence” means any intentional use of or threat to use deadly force by any person with intent to cause harm and that results in bodily “injury” or death of any person while on the insured’s premises. DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-CME-1 (10/09) Page 1 of 2 ©2016 Philadelphia Consolidated Holding Corp PI-CME-1 (10/09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CRISIS MANAGEMENT ENHANCEMENT ENDORSEMENT Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to co verage afforded by this endorsement, and the policy is amended as follows: Solely for the purpose of this endorsement: 1) The words “you” and “your” refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. 2) The words “we,” “us” and “our” refer to the company providing this insurance. I. SCHEDULE OF ADDITIONAL COVERAGE AND LIMITS The following is the Limit of Liability provided by this endorsement. This endorsement is subject to the provisions of the policy to which it is attached. II. CONDITIONS A. Applicability of Coverage Coverage provided by your policy and any endorsements attached thereto is amended by this endorsement where applicable. All other terms and conditions of the policy or coverage part to which this endorsement is attached remain unchanged. B. Limits of Liability or Limits of Insurance When coverage is provided by this endorsement and an y other coverage form or endorsement attached to this policy, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But we will not pay more than the applicable Limit of Liability or Limit of Insurance. C. Claim Expenses Coverages provided herein are not applicable to the generation of claim adjustment costs by you; such as fees you may incur by retaining a public adjuster or appraiser. III. ADDITIONAL COVERAGES A. We will reimburse you for “crisis management emergency response expenses” incurred because of an “incident” giving rise to a “crisis” to which this insurance applies. The amount of such reimbursement is limited as described in Section II. CONDITIONS, B. Limits of Liability or Limits of Insurance. No other obligation or liability to pay sums or perform acts or services is covered. B. We will reimburse only those “crisis management emergency response expenses” which are incurred during the policy period as shown in the Declarations of the policy to which this coverage is attached and reported to us within six (6) months of the date the “crisis” was initiated. Crisis Management Expense $25,000 DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E PI-CME-1 (10/09) Page 2 of 2 ©2016 Philadelphia Consolidated Holding Corp PI-CME-1 (10/09) IV. DEFINITIONS A. “Crisis” means the public announcement that an “incident” occurred on your prem ises or at an event sponsored by you. B. “Crisis management emergency response expenses” mean those expenses incurred for services provided by a “crisis management firm .” However, “crisis management emergency response expenses” shall not include compensation, fees, benefits, overhead, charges or expenses of any insured or any of your employees, nor shall “crisis management emergency response expenses” include any expenses that are payable on your behalf or reimbursable to you under any other valid and collectible insurance. C. “Crisis management firm” means any service provider you hire that is acceptable to us. Our consent will not be unreasonably withheld. D. “Incident” means an accident or other event, including the accidental discharge of pollutants, resulting in death or “serious bodily injury” to three or more persons. E. “Serious bodily injury” means any injury to a person that creates a substantial risk of death, serious permanent disfigurement, or protracted loss or impairment of the func tion of any bodily member or organ. DocuSign Envelope ID: 2EBFD06A-398E-4D53-BCCF-6BD7C2934B3E