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Focus Psychological Service Inc; 2025-09-08;
City Attorney Approved Version 5/30/2025 Page 1 AGREEMENT FOR PSYCHOLOGICAL COUNSELING SERVICES FOCUS PSYCHOLOGICAL SERVICE, INC., A PSYCHOLOGICAL CORPORATION THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of ___________________, 20__, by and between the City of Carlsbad, California, a municipal corporation ("City") and Focus Psychological Service Inc., a Psychological Corporation, a California corporation ("Contractor”). RECITALS City requires the professional services of a consultant that is experienced in counseling services for law enforcement and their families. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A,” attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of one year (1) year from the date first above written. The City Manager may amend the Agreement to extend it for four (4) additional one (1) year or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed ten thousand dollars ($10,000.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement caused by any willful misconduct or negligent act or omission of Contractor, any Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE 8th Sept.25 City Attorney Approved Version 5/30/2025 Page 2 subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or on behalf of an injured employee under City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to City. The full limits available to the named insured shall also be available and applicable to City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. /// /// /// Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE City Attorney Approved Version 5/30/2025 Page 3 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Darbie Ernst Name Dr. Jolee Brunton Title Lieutenant Title Chief Psychologist Department Police Address 444 Camino del Rio South, Suite 215 City of Carlsbad San Diego, CA 92108 Address 2560 Orion Street Phone No. 858-565-0066 Carlsbad, CA 92010 Email joleebrunton@mac.com Phone No. 442-339-2139 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 10. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE City Attorney Approved Version 5/30/2025 Page 4 emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 11. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 12. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, California Government Code Sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 13. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 14. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 15. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 16. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 17. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. /// /// Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE City Attorney Approved Version 5/30/2025 Page 5 18. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Focus Psychological Service Inc., a Psychological Corporation, a California corporation By: By: (sign here) Chief of Police Jolee Brunton / Chief Psychologist (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: David Bond / Clinical Director Morgen Fry, Assistant City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Senior Assistant City Attorney Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE City Attorney Approved Version 5/30/2025 Page 6 EXHIBIT A SCOPE OF SERVICES AND FEE Orientation Information: Focus will provide orientation information to Carlsbad PD employees in the form of: • Attending new employee training events • Providing Focus informational literature • Attending staff meetings and briefings to provide training • Focus personnel ride-alongs Counseling Services Counseling and psychotherapy are the main components for Focus’ services. These services can be used with individuals, couples, and families, and are available for, but not limited to, the following: • Critical incident related trauma • Stress management • Depression • Anxiety • Relationship difficulties • Grief/bereavement • Substance/alcohol abuse and dependency • Sexual dysfunction Focus’ services are available to Carlsbad PD personnel and their cohabitating partners. Focus will meet with the parents of children under the age of 18 to provide them with tools to help their children. On a case-by-case basis, Focus clinicians may meet individually with juveniles. Critical Incidents Exposure to death (especially the death of a co-worker), horrific injuries, child abuse and neglect, are but a few of the potentially traumatic situations your personnel may endure. Training – Focus will provide brief, practical briefing training, either in person or in digital format. This training is designed to educate and prepare your personnel for potential adverse symptoms originating from a critical incident. Defusing – Focus personnel are available 24 hours a day to respond to Carlsbad PD in the aftermath of a critical incident to conduct a defusing. In addition, Focus will train peer support and chaplains to defuse incidents where a mental health professional is not requested. A defusing allows the involved personnel a time and place to express their initial feelings and concerns about the incident and receive information on common symptoms of critical incident stress. Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE City Attorney Approved Version 5/30/2025 Page 7 Debriefing – Focus personnel will conduct critical incident stress debriefings for Carlsbad PD. A critical incident stress debriefing is more formalized and structured than a defusing. It normally occurs 24 to 72 hours after the critical incident, and it is recommended that all personnel involved in the critical incident attend. Peer Support Assistance Focus is available to the Carlsbad PD Peer Support Team for the following: • Program development • Attend monthly peer support meetings • Provide clinical supervision of peer supporters • Initial and ongoing training • Debrief the Peer Support Team in the aftermath of a critical incident CONFIDENTIALTY Focus Psychological Service believes that a client’s ability to have confidential communication with their mental health provider is the foundation to optimal mental health. Focus does not report to, or bill Carlsbad PD in a manner that would identify individual clients. Recognizing that Focus personnel attend city and county meetings, ride-alongs and briefings, it is likely they will encounter clients out side the Focus office. During those times, Focus clinicians will not greet or acknowledge a client unless the client initiates contact. All services are strictly confidential, with the exception of those circumstances that we are legally mandate to report (elder/child abuse, Tarasoff situations). Fees: For the period between July 1, 2025, through June 30, 2026, Focus will charge Carlsbad PD $110 for each hour of service, including counseling sessions by appointment, as well as on-site training and/or Peer Support Meetings at Carlsbad PD. For Critical Incident callouts, including Defusings/Debriefings, the hourly rate of $110 will be charged Port to Port. Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 8/12/2025 License # 0757776 (877) 825-2681 (951) 231-2572 24319 Focus Psychological Service, L.P. 444 Camino Del Rio South #215 Newport Beach, CA 92108 44768 20508 A 1,000,000 X X 5088-1981-01 8/31/2024 8/31/2025 1,000,000 SEE REMARKS FOR PROF 20,000 1,000,000 3,000,000 3,000,000 1,000,000B 5091-0457-01 8/31/2024 8/31/2025 2,000,000A 5090-0559-01 8/31/2024 8/31/2025 2,000,000 10,000 C X 7039104154 12/10/2024 12/10/2025 1,000,000 1,000,000 1,000,000 A Professional Liab 5088-1981-01 8/31/2024 OCC 1M / AGGREGATE 3,000,000 Professional Liability | Occurrence Form | $1,000,000 Per Claim/$3,000,000 Aggregate Abuse Liability | Occurrence Form | $1,000,000 Per Claim/$3,000,000 Aggregate Cyber Liability | Arch Specialty Insurance Company| Policy #ESM0139965777| Effective: 5/20/24 to 8/31/25 | Per occurrence /Aggregate: $4,000,000. *Umbrella Underlying Policies: General Liability | Professional Liability | Abuse Liability | Worker's Compensation Liability | Auto Liability SEE ATTACHED ACORD 101 City of Carlsbad 2560 Orion Way Carlsbad, CA 92010 TRUEREC-01 MPREMBAHADUR HUB International Insurance Services Inc. 1525 Faraday Avenue Suite 150 Carlsbad, CA 92008 Shawn Prince cal.cpu@hubinternational.com Allied World Surplus Lines Insurance Company Vantapro Specialty Insurance Valley Forge Insurance Company X 8/31/2025 X X X X X X X X Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. HUB International Insurance Services Inc. TRUEREC-01 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance License # 0757776 1 SEE P 1 Focus Psychological Service, L.P. 444 Camino Del Rio South #215 Newport Beach, CA 92108 SEE PAGE 1 MPREMBAHADUR 1 Description of Operations/Locations/Vehicles: Revised 8/12/2025: This certificate rescinds and supersedes any and all prior certificates issued on behalf of the Named Insured. City of Carlsbad is Additional Insured with regard to the General Liability policy, when required by written contract, per the attached endorsement form NPSSGL0000400 04/18, Waiver of Subrogation included. Coverage is Primary & Non-Contributory with regard to the General Liability policy, when required by written contract, per the attached endorsement form CG2001 04/13. Waiver of Subrogation applies to the Workers Compensation policy, when required by written contract, per the attached endorsement form G19160B 11/97. Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE Insured Name: True Behavioral Health, LP DBA: FR Health Policy Number: 5088-1981-01 Policy Term: 8/31/2024 to 8/31/2025 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NPSS GL 00004 00 (04/18)Includes material copyrighted by ISO Properties, Inc., with its permission Page 1 of 9 NON-PROFIT AND SOCIAL SERVICES GENERAL LIABILITY ENHANCEMENT ENDORSEMENT It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposures are provided under this policy. If such specific coverage applies, the terms, conditions, and limits of that coverage are the sole and exclusive coverage applicable under this policy. Throughout this endorsement the words “you” and “your” refer to the “Named Insured” shown in the Declarations. The words “we”, “us”, and “our” refer to the “Company” providing this insurance. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following is a summary of the Limits of Insurance and Additional Coverage provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. A) Medical Payment – Limit increased to $20,000 B) Supplementary Payments – Bail bonds increased to $3,000 / Loss of Earnings increased to $1,000 each day C) Legal Liability Extension – For fire, lightning, explosion, smoke, and leaks from sprinklers limit increased to $1,000,000 D) Broadened definition of Who is an Insured E) Knowledge or Notice of Occurrence F) Broadened definition of Advertising Injury includes televised or videotaped publication G) Amended definition of Bodily Injury to include mental anguish H) Amended Unintentional Failure to Disclose Hazards I) Amended Liberalization Clause J)Property Damage – Removal of exclusion for “Property Damage” resulting from the use of reasonable force to protect persons or property K) Premises Sold or Abandoned by You L) Added Blanket Additional Insured - Funding sources M) Added Blanket Additional Insured - Managers or lessors of premises N) Additional Insured – By Contract, Agreement or Permit O) General Aggregate Limit Per Location P)Blanket Special Events Coverage Q) Non-Owned Watercraft Coverage - Length is increased to 65 feet R) Blanket Waiver of Subrogation S) Violation of Rights of Residents Coverage (Patient’s Rights) T) Liquor Liability Exception to Exclusion U) Employee Criminal Defense Costs Only Coverage - $25,000 limit of insurance – each “criminal proceeding” A) MEDICAL PAYMENTS If Medical Payments Coverage (Coverage C) is not otherwise excluded from this coverage part: Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE NPSS GL 00004 00 (04/18)Includes material copyrighted by ISO Properties, Inc., with its permission Page 2 of 9 1)The Medical Expense Limit is increased, subject to all the terms of Limits of Insurance (Section III) to $20,000. 2)The requirement in the Insuring Agreement of Coverage C, that expenses must be incurred and reported to us within “one year” of the accident date is changed to “three years.” 3)Exclusion of Coverage, at your option, does not apply to your “volunteer workers” or any person or organization under your direct supervision and control. B)SUPPLEMENTARY PAYMENTS - COVERAGES A AND B: 1)The limit for the cost of bail bonds is changed from $250 to $3,000. 2)The limit for loss of earnings is changed from $250 per day to $1,000 per day. C)LEGAL LIABILITY EXTENSION – FIRE, LIGHTNING, EXPLOSION, SMOKE, AND LEAKS FROM SPRINKLERS 1.The last paragraph of Section I – Coverage A – 2. Exclusions, is deleted and replaced by the following: Exclusions c. through n. does not apply to: a.damage by fire, lightning, explosion, smoke or leaks from automatic fire protective systems; to premises rented to you or temporarily occupied by you with the permission of the owner. A separate limit of insurance applies to this coverage as described in Section III – Limits of Insurance. 2.Paragraph 6. of Section III – Limits of Insurance is deleted and replaced by the following: 6.Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under COVERAGE A for damages because of “property damage”: a. resulting from fire, lightning, explosion, smoke or leaks from automatic fire protective systems, or any combination thereof; and b.caused by a resident; to premises, rented to you or temporarily occupied by you with the permission of the owner. Damage To Premises Rented To You Limit is the greater of: a.$1,000,000 for damages due to fire, lightning, explosion, smoke or leaks from automatic fire protective systems, or any combination there of. D)WHO IS AN INSURED Paragraph 2. of Section II – Who Is An Insured is deleted and replaced by the following: 2.Each of the following is also an insured, but only while working within the scope of their duties related to the conduct of your business; a.“Employees”, but only for acts within the scope of their employment by you; b.“Volunteer Workers”; c.Independent Contractors However, no “employees”, “volunteer workers” or independent contractors are insureds for: (1)“Bodily injury” or “personal and advertising injury”: (a)To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are al limited liability company), to a co-“employee” while in the course of his or her employment or performing duties related to the conduct of your business, or to your other “volunteer workers” or independent contractors while performing duties related to the conduct of your business; (b)To the spouse, child, parent, brother or sister of that co-“employee”, “volunteer worker” or independent contractors as a consequence of Paragraph (1)(a) above; Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE NPSS GL 00004 00 (04/18)Includes material copyrighted by ISO Properties, Inc., with its permission Page 3 of 9 (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d)Arising out of his or her providing or failing to provide professional health care services. (2)“Property damage” to property: (a)Owned, occupied or used by, (b)Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your “employees”, “volunteer workers”, independent contractors, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). d. Medical directors and administrators, including professional persons; e. If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors; f.If you are a limited liability company, your members are insureds, but only with respect to their duties related to the conduct of your business; g.Any organization and subsidiary thereof which you control and actively manage on the effective date of this endorsement; h. Any person or organization that has financial control of you or owns, maintains or controls premises occupied by you and requires you to name them as an additional insured but only with respect to their liability arising out of: (1)Their financial control of you; or (2)Premises they own maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. i.Any State or Political Subdivision subject to the following provision: This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this insurance applies: (1)The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar exposures; or (2)The construction, erection, or removal of elevators; or (3)The ownership, maintenance, or use of any elevators covered by this insurance. However, the insurance afforded for any organization and subsidiary thereof not named in the Declarations as a Named Insured, does not apply to injury or damage with respect to which an insured under this endorsement is also an insured under another policy, or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. j.Students in training, but not for “bodily injury” or “property damage” arising out of his or her rendering or failure to render professional services to patients; k. Your members but only with respect to their liability for your activities or activities they perform on your behalf; l. Your trustees or members of the board of governors while acting within the scope of their duties as such on your behalf; m. Any entity you are required in a written contract (hereinafter called Additional Insured) to name as an insured is an insured but only with respect to liability arising out of your premises, Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE NPSS GL 00004 00 (04/18)Includes material copyrighted by ISO Properties, Inc., with its permission Page 4 of 9 “your work” for the Additional Insured, or acts or omissions of the Additional Insured in connection with the general supervision of “your work” to the extent set forth below: Insurance does not apply to “bodily injury,” “property damage” or “personal and advertising injury” arising out of the rendering or failure to render any professional services by or for you, including: (1)The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and (2)Supervisors, inspection, or engineering services. Any coverage provided under this provision shall be excess over any other valid and collectible insurance available to the Additional Insured(s) whether primary, excess, contingent or on any other basis unless a contract specifically requires that this insurance be primary or you request that it apply on a primary basis. Paragraph 3.a. of Section II – Who Is An Insured is deleted and replaced by the following: a.Coverage under this provision is, subject to (1) and (2) below: (1)Effective on the acquisition or formation date; and (2)Afforded only until the end of the policy period of this Coverage Part or the next anniversary of its inception date, whichever is earlier. E) KNOWLEDGE OR NOTICE OF OCCURRENCE 1) As respects any loss reporting requirements under this policy, it is understood and agreed that knowledge of an accident or incident by an agent, servant or “employee” of yours or any other person shall not in itself constitute knowledge by you, unless a corporate officer of yours shall have received notice from said agent, servant, “employee” or any other person. 2) Your failure to give first report of a claim to us shall not invalidate coverage under this policy if the loss was inadvertently reported to another insurer. However, you shall report any such “Occurrence” to us within a reasonable time once you become aware of such error. F) ADVERTISING INJURY – TELEVISED OR VIDEOTAPED PUBLICATION 1) The definition of “Personal and Advertising Injury” items 14. d., e., f. and g. are changed to read: “Personal and Advertising Injury” means injury, including consequential “bodily injury”, arising out of one or more of the following offenses: d.Oral, written, televised, or videotaped publication of material that slanders or libels a person or organization or disparages a person’s or organization’s goods, products, or services; e.Oral, written, televised, or videotaped publication of material that violates a person’s right of privacy; f.Misappropriation of advertising ideas or style of doing business; or g.Infringement of copyright, title, or slogan. 2) Exclusions b. and c. of Coverage B., Personal and Advertising Injury Liability, are changed to read: b.“Personal and advertising injury” arising out of oral, written, televised, or videotaped publication of material, if done by or at the direction of the insured with knowledge of its falsity; c.“Personal and advertising injury” arising out of oral, written, televised, or videotaped publication of material whose first publication took place before the beginning of the policy period. G) BODILY INJURY – MENTAL ANGUISH The definition of “bodily injury” is changed to read: Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE NPSS GL 00004 00 (04/18)Includes material copyrighted by ISO Properties, Inc., with its permission Page 5 of 9 “Bodily Injury” means: a.Bodily injury, sickness, or disease sustained by a person, and includes mental anguish resulting from any of these; and b.Except for mental anguish, includes death resulting from the foregoing (item above) at any time. H) UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. I) LIBERALIZATION If we adopt a change in our forms or rules which would broaden your coverage without an additional premium charge, your policy will automatically provide the additional coverages as of the date the revision is effective in your state. J) EXTENDED “PROPERTY DAMAGE” SECTION I – Coverages, Coverage A, 2. Exclusions, a. is deleted and replaced by the following: a. Expected or Intended Injury “Bodily Injury” or “Property Damage” expected or intended from the standpoint of the insured. This exclusion does not apply to “bodily injury” or “property damage” resulting from the use of reasonable force to protect persons or property. K) PREMISES SOLD OR ABANDONED BY YOU SECTION I – Coverages, Coverage A., 2. Exclusions, j. (2) is deleted and replaced by the following: (2)Premises you sell, give away, or abandon, if the “property damage” arises out of any part of those premises, and occurred from hazards that were known by you or should have reasonably been known by you, at the time the property was transferred or abandoned. L) ADDITIONAL INSURED – FUNDING SOURCE Under SECTION II – Who is an Insured, the following is added: Any person or organization with respect to their liability arising out of: a.Their financial control of you; or b.Premises they own, maintain, or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction, and demolition operations performed by or for that person or organization. M) ADDITIONAL INSURED – MANAGERS OR LESSORS OF PREMISES Under SECTION II – Who is an Insured, the following is added: Any person or organization with respect to their liability arising out of the ownership, maintenance, or use of that part of the premises leased to you in writing, subject to the following additional exclusions: This insurance does not apply to: a. Any “occurrence” which takes place after you cease to be a tenant in that premises. b. Structural alteration, new construction, or demolition operations performed by or on behalf of that person or organization. N) ADDITIONAL INSURED - BY CONTRACT, AGREEMENT OR PERMIT 1) Any person or organization is an insured with whom you are required to add as an additional insured to this policy by a written contract or written agreement, or permit that is: a) currently in effect or becoming effective during the term of this policy; and Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE NPSS GL 00004 00 (04/18)Includes material copyrighted by ISO Properties, Inc., with its permission Page 6 of 9 b) executed prior to the “bodily injury,” “property damage,” “personal and advertising injury”. 2) This insurance provided to the additional insured by this endorsement applies as follows: a) That person or organization is only an additional insured with respect to liability caused by your negligent acts or omissions at or from: (1) Premises you own, rent, lease, or occupy, or (2) Your ongoing operations performed for the additional insured at the job indicated by written contract or written agreement. b) The limits of insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These limits of insurance are inclusive of and not in addition to the limits of insurance shown in the Declarations. 3) With respect to the insurance afforded these additional insureds, the following additional exclusions apply: a) This insurance does not apply to “bodily injury” or “property damage” occurring after: (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or (2) that portion of “your work” out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations on or at the same project. b) This insurance does not apply to “bodily injury,” “property damage,” “personal and advertising injury” caused by the rendering of or failure to render any professional services. 4) Regardless of whether other insurance is available to an additional insured on a primary basis, this insurance will be primary and noncontributory if a written contract between you and the additional insured specifically requires that this insurance be primary. O) GENERAL AGGREGATE LIMIT PER LOCATION SECTION III – Limits of Insurance, paragraph 2. is deleted and replaced by the following: 2.The General Aggregate Limit is the most we will pay for the sum of: a.Medical expenses under Coverage C; b.Damages under Coverage A, except damages because of “bodily injury” or “property damage” included in the “products-completed operations hazard, and c.Damages under Coverage B. A separate Location General Aggregate Limit applies to each “location” and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. SECTION V – DEFINITIONS, is amended by adding the following: “Location” means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. P) BLANKET SPECIAL EVENTS This insurance applies to “Bodily Injury,” “Property Damage,” and “Personal and Advertising Injury” arising out of all your special events. However, this insurance does not apply to the following EXCLUDED EVENTS: a) Parades b) Aircraft Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE NPSS GL 00004 00 (04/18)Includes material copyrighted by ISO Properties, Inc., with its permission Page 7 of 9 c) Motorcycle runs and automobile rallies d) Fireworks e) Firearms f) Animals g) Carnivals and fairs with mechanical rides h) Concerts i) Events including contact sports j) Rodeos k) Political rallies l) Any event lasting more than three (3) days (including otherwise acceptable events) m) Any event with greater than 1,000 people in attendance (including otherwise acceptable events) Separate coverage may be available at the company’s discretion for the events excluded above. Possible additional charges may apply if coverage is provided. Q) NON-OWNED WATERCRAFT SECTION I – Coverages. 2. Exclusions, paragraph g.(2) is deleted and replaced by the following: (2)A watercraft you do not own that is: (a)Less than 65 feet long, and (b)Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess, or contingent. R) WAIVER OF SUBROGATION We will waive our right of subrogation in the event of a loss. We must be advised, prior to the loss, of your intention to waive subrogation. We also must know whom subrogation will be waived against. If your request meets the underwriting criteria it will be done at no additional charge. S) VIOLATION OF RIGHTS OF RESIDENTS (PATIENT’S RIGHTS) 1) The following is added to Section 1 – Coverages – Coverage A, paragraph 1. Insuring Agreement: “Bodily Injury” damages arising out of the violation of “Rights of Residents,” shall be deemed an “occurrence.” 2) As respects the coverage provided in paragraph A.1. of this endorsement, the following exclusions are added to Section I – Coverages – Coverage A-2. Exclusions: This insurance does not apply to: a) Liability arising out of the willful or intentional violation of “Rights of Residents.” b) Fines or penalties assessed by a court or regulatory authority. c) Liability arising out of any act or omission in the furnishing, or failure to furnish, professional services in the medical treatment of “residents.” 3) As respects the violation of “Rights of Residents” Coverage, the following definition is added to Section V – Definitions: “Rights of residents” means: a. Any right granted to a resident under any state law regulating your business as a health care facility. Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE NPSS GL 00004 00 (04/18)Includes material copyrighted by ISO Properties, Inc., with its permission Page 8 of 9 b. The “Rights of Residents” as included in the United States Department of Health and Welfare regulations governing participation of Intermediate Care Facilities and Skilled Nursing Facilities, regardless of whether your facility is subject to those regulations. T. LIQUOR LIABILITY EXCLUSION – EXCEPTION FOR FUNDRAISING EVENTS SECTION I – Coverages, Coverage A., 2. Exclusions, c. is amended by adding the following subparagraph: This exclusion does not apply to “bodily injury” or “property damage” arising out of the selling, serving or furnishing of alcoholic beverages at any fundraising events. U. EMPLOYEE CRIMINAL DEFENSE COSTS ONLY COVERAGE 1.The following provision is added to the Policy: Employee Criminal Defense Costs Only Coverage We will pay, on your behalf, for “defense costs” incurred by your “employee” in a “criminal proceeding”. We will have the right, but not the duty to defend your “employee” in such “criminal proceeding”. 2.The most we will pay for any one “criminal proceeding” is $25,000, regardless of the number of “employees” involved in such “criminal proceeding”. The payment of “defense costs” under this Employee Criminal Defense Costs Only Coverage is in addition to and does not reduce the Limits of Insurance shown on the Declarations. However, the payment of “defense costs” under this Employee Criminal Defense Costs Only Coverage is included within and shall reduce the $25,000 each “criminal proceeding” Limit shown in Item V) of the Schedule above and we will not pay for any further “defense costs” for a “criminal proceeding” after the $25,000 limit has been exhausted. 3.The following additional Exclusions apply to this Employee Criminal Defense Costs Only Coverage: This insurance does not apply to: a.Coverage Provided Under Coverages A or B Any “defense costs” for which coverage is provided under COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY AND COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY of this policy. b.Damages, Fines or Penalties Any damages, fines or penalties. 4.The following additional Definitions apply to this Employee Criminal Defense Costs Only Coverage: a.“Criminal proceeding” means: The prosecution of any of your “employees” commenced by the filing, with a court, or other regulatory enforcement agency, of an information, a complaint, or an indictment, and any Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE NPSS GL 00004 00 (04/18)Includes material copyrighted by ISO Properties, Inc., with its permission Page 9 of 9 amendments thereto, alleging that your “employee” had, during the policy period, committed one or more crimes involving one or more incidents, acts, or events. Such incidents, acts or events must arise within the scope of your “employee’s” employment by you or occur while your “employee” is performing duties related to the conduct of your business. Any “criminal proceeding” shall be considered a single “criminal proceeding”, notwithstanding the fact that the prosecution or investigation may involve multiple incidents, multiple counts or charges, and/or multiple trial and/or appellate proceedings. A subsequent or different prosecution or investigation based on the same incidents, acts, or events that provided the basis for the original prosecution or investigation shall not constitute a separate “criminal proceeding”. b.“Defense costs” means (1)Reasonable attorney fees (including fees for the services of paralegals, law clerks and/or investigators working under the direction of said attorney); and (2)Reasonable and necessary costs, excluding loss of income. 5.Under no circumstances will “defense costs” payable under this Employee Criminal Defense Costs Only Coverage be payable as Supplementary Payments under Coverages A or B. All other terms and conditions of the policy remain the same. AUTHORIZED REPRESENTATIVE Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE Policy Number: 5088-1981-01 Policy Term: 8/31/2024 to 8/31/2025 Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE Docusign Envelope ID: E71207E4-4712-4B82-9136-0BE809D2B7DE