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Heather Williams DBA Premier First Responder; 2025-10-10;
Page 1 City Attorney Approved Version 5/30/2025 AGREEMENT FOR MENTAL HEALTH COUNSELING SERVICES HEATHER WILLIAMS DBA PREMIER FIRST RESPONDER, A SOLE PROPRIETORSHIP 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 Heather Williams, DBA Premier First Responder, a Sole Proprietorship, ("Contractor"). RECITALS A. City requires the professional services of a consultant who is experienced in Critical Incident Stress Management, mental health counseling, and training services. B. Contractor has the necessary experience in providing professional services and advice related to Critical Incident Stress Management, mental health counseling, and training services. C. Contractor 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 ("Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional two (2) year(s) 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. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed twenty-two thousand and five hundred dollars ($22,500.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If City elects to extend the Agreement, the amount shall not exceed twenty-two thousand and five hundred dollars ($22,500.00per Agreement year. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 October 25 10th Page 2 City Attorney Approved Version 5/30/2025 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 Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way 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 result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless the 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 negligence, recklessness, or willful misconduct of Contractor, any 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 Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 Page 3 City Attorney Approved Version 5/30/2025 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have 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. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 Page 4 City Attorney Approved Version 5/30/2025 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 If Contractor maintains higher limits than the minimums shown above, City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to City. 10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 Page 5 City Attorney Approved Version 5/30/2025 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. 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 are: For City: For Contractor: Name Caitlyn Smith Name Heather Williams Title Communications Manager Title Owner Dept Police Address 19361 Willowbrook Ave CITY OF CARLSBAD YORBA LINDA, CA 92886 Address 2560 Orion Way Phone 714-485-3236 Carlsbad, CA 92010 Email heather@premier1stresponder.com Phone 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. 16. 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 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 City Attorney Approved Version 5/30/2025 Page 6 Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. 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 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. 19. DISCRIMINATION, HARASSMENT, AND RETALIATIONPROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 City Attorney Approved Version 5/30/2025 Page 7 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTION 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. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 27. 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: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 City Attorney Approved Version 5/30/2025 Page 8 28. 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. Executed by Contractor this___________ day of _______________________, 20____. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Heather Williams, DBA Premier First Responder, a Sole Proprietorship By: By: (sign here) Police Chief Heather Williams / Chief Executive Officer (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: 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: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 10th 25October City Attorney Approved Version 5/30/2025 Page 9 EXHIBIT A SCOPE OF SERVICES AND FEE Heather Williams DBA Premier First Responder, a Sole Proprietorship, will provide Critical Incident Stress Management, psychological counseling, and training services to the sworn and non-sworn members of the Carlsbad Police Department. Critical Incident Response – available 24 hours a day, 365 days a year at $250/hr • Dr. Williams aims to respond in person within 2 hours of a request. • If unavailable (e.g., traveling or teaching), a designated culturally competent provider will respond at the Carlsbad Police Department’s request. Definition of a Critical Incident Any event faced by public safety personnel that provokes strong emotional or physiological reactions and may impair functioning—immediately or long after the incident. Without intervention, these experiences may accumulate and contribute to Post-Traumatic Stress Injury. Examples of Critical Incidents • Officer-involved shooting • Traffic fatality, child death, homicide, suicide, active shooter • Line-of-duty death • Witnessing death or knowing the victim(s) • Physical/sexual assault • Major injury to personnel (on or off duty) • Employee suicide or suicide of a family member • Accidental/sudden/medical death of an employee • SWAT or CNT incident with major injury/death • Large-scale incidents (e.g., active shooter) Services following a critical incident include, but are not limited to: 1. One on one debriefing with personnel directly involved 2. Group Diffusing – a short, immediate group session once the scene is secure. o Conducted in partnership with the Peers Support Team o Address normal stress reactions and provides education before personnel go home o Lays groundwork for peer support outreach, family communication, mental health resources, and future debriefings 3. Assessment of community resources – given the type of incident, an assessment will be conducted to see if the department would like to access other crisis resources for victims, witnesses, or the community. Group Critical Incident Debriefing - $250/hr • Conducted for major incidents producing critical stress reactions. • Ideally scheduled 3–7 days after the incident (not sooner, to allow for initial processing). • Facilitated by Dr. Williams in collaboration with peer support, chaplains, and trauma dogs (if approved). Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 City Attorney Approved Version 5/30/2025 Page 10 • Dr. Williams integrates CISD, NOVA, and her own two-step model developed for public safety. • Outcomes include: normalization and validation of reactions to the incident, reduced second- guessing, improved camaraderie, healing, and closure. • On average, a critical incident debriefing will take between 1-2 hours, however the length of the debriefing is influenced by the number of personnel involved and type of incident • Multiple critical incident debriefings may be required give the scale of the event and number of personnel impacted Post Critical Incident Counseling - $150/session There may be incidents when the Chief or designated person at the Police Department requests and authorizes their personnel to check-in with a mental health professional. This is NOT a fitness for duty evaluation, but an opportunity for a confidential therapist-client interaction to talk about the impact of the incident. • Dr. Williams will work with department personnel to ensure that each person has an opportunity to check-in in a timely manner following a critical incident such as an officer involved shooting and/or other incidents • The check-in includes, but is not limited to: education and assessment on normal reactions following a critical incident, assessment and development of healthy coping strategies, assertive communication skills with family and loved ones, and discussion to make sense of thoughts and reactions to the incident and its connection to other incidents that can become triggered Follow-Up Counseling - $150/session • For personnel needing additional sessions beyond the initial post-incident check-in. • May include EMDR therapy, a scientifically validated approach to reprocess traumatic experiences. In Person/Telehealth Counseling: Individual/Couples/EMDR - $150/session • Heather Williams, DBA Premier First Responder, a Sole Proprietorship, will be available to receive direct referrals for routine counseling services for members of the Carlsbad Police Department • Appointments will be offered within three (3) working days, or at the discretion of the employee • A maximum of six (6) sessions is authorized per issue, each calendar year • Heather Williams, DBA Premier First Responder, a Sole Proprietorship, may, at its discretion, provide an additional one to three more sessions if deemed necessary to successfully conclude the services • Alternatively, if the employee requests additional sessions, Heather Williams, DBA Premier First Responder, a Sole Proprietorship, will attempt to access the employee’s health insurance for reimbursement or negotiate a self-pay arrangement that will not exceed the departmental rate. The co-pay is the responsibility of the employee. • Counseling participation may include family members as it relates to the employee’s particular needs at the time Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 City Attorney Approved Version 5/30/2025 Page 11 • All collateral referrals for support, such as family therapy, child therapy or any other specialized care) will be made by Heather Williams, DBA Premier First Responder, a Sole Proprietorship, to ensure a smooth transition for the employee Peer Support Development & Consultation • In-person peer support consultation, peer support interviews and meetings - $250/hr • Basic Peer Support Training (2 days) – provided through Embassy Consulting Services Topics include: 1. Creating a program and addressing stigma within the city or department 2. Proactive vs. reactive peer support 3. Roles, expectations and purpose 4. Stress, burnout, anger 5. Depression, anxiety, post-traumatic stress injury 6. Suicide prevention and intervention 7. Relationship health and infidelity 8. Organizational stress and difficult personalities in the workplace 9. Line of duty death and/or traumatic/sudden death of a peer of family member 10. Building resiliency/self-care of peer supporters Personalized Training & Presentations - $250 Annual Wellness Check-In - $150/per person The goal of the Annual Wellness Check-In is to provide an opportunity to process events and gain the tools to effectively cope with stressors and traumas of the job. The objective is to create awareness and provide the tools needed to build resiliency. It is not that something is wrong, but an opportunity to introduce and normalize the concept of checking in with a culturally competent mental health professional at least once a year. The Annual Wellness Check-In includes: • Discussion of mental, physical, organizational and relationship stressors • Processing trauma • Discussion of coping strategies to increase resilience • Resources and referrals based on the presenting challenges The Annual Wellness Check-In sends a message: • The department cares • Nobody is being singled out • Mental wellness is a priority from leadership down In return, this service can positively affect: • Job satisfaction and morale • Job performance • Decision making • Customer service and community engagement Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 City Attorney Approved Version 5/30/2025 Page 12 • Physical, mental and relationship health • Reduce liability Pricing Summary 1. Critical Incident Response (24/7) – $250/hr 2. Critical Incident Debriefing and peer support collaboration – $250/hr 3. Post Incident Counseling – $150/session 4. Follow up Counseling – $150/session 5. Peer Support, Supervisory or Command Consultation (by phone or email) – Dr. Williams will be able to assist and advise supervisors and command with difficult personnel issues or concerns – NO COST up to 30 minutes 6. In person Peer Support, Consultation, Meetings/Briefings – $250/hr 7. Training for personnel – $250/hr 8. Annual Wellness Check-in -– $150/session 9. In person/Telehealth therapy – $150/1 hour session 10. Individual/Couples/EMDR Therapy (In-person or Telehealth) – $150/session 11. The City of Carlsbad does not pay for missed or late cancelled appointments. For any appointments that are missed by the employee without 24-hour notice of cancellation, the employee may be invoiced for the cost of the session ($150.00). This does not apply to work- related emergency callouts. No Cost Services • Resource and referrals • Peer Support development/guidance/consultation via phone or email • Supervisor/Command consultation via phone or email Confidentiality and Exceptions to Confidentiality 1. Contractor is required by law to abide by standard HIPAA regulations in the State of California. 2. All records will be maintained at the office, and all issues of client confidentiality will be protected. Records will not be released without signed employee authorization or legal proceedings that compel records such as a subpoena. 3. No notes will be taken or kept. 4. The Carlsbad Police Department will not be advised of names of employees who utilize the service, unless the employee gives a release of information. 5. Every attempt will be made to prevent overlap of employee appointments. 6. All issues of suicide, homicide, child abuse, elder abuse, and dependent adult abuse will be made according to standard procedure to protect the client if a danger to self or others is assessed. This includes reports to the appropriate agency as required, including CPS, APS and 911. The department agrees that: • Employees will obtain a number for invoicing • Personnel will be allowed to attend the appointment while on duty or at the discretion of the department Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 City Attorney Approved Version 5/30/2025 Page 13 • To track attendance – Heather Williams DBA Premier First Responder, a Sole Proprietorship, will notify point of contact (Peer Support Coordinator or assigned personnel that employee attended the AWC only) Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 10/6/2025 TEAM FOCUS INSURANCE SERVICES LLC 1300 SAWGRASS CORPORATE PARKWAY SUITE 300 SUNRISE FL 33323 Chubb Customer Service Center 866-307-7122 Chubbcsc@chubb.com HEATHER WILLIAMS, PSYD. DBA-PREMIER 1ST RESPONDER PSYCHOLOGICAL SERVICES 19361 WILLOWBROOK AVE YORBA LINDA CA 92886 ACE Property And Casualty Insurance Company 20699 A Y D9817686A 07/05/2025 07/05/2026 2,000,000 1,000,000 5,000 * 2,000,000 4,000,000 4,000,000 A Y D9817686A 07/05/2025 07/05/2026 Occurrence/Aggregate Incl w/in GL Limits The insurance afforded by the policies described herein is subject to all terms, exclusions and conditions of such policies. City of Carlsbad is listed Additional Insured, as per the terms and conditions of the Chubb BUSINESSOWNERS LIABILITY ENHANCEMENTS FOR HEALTHCARE INDUSTRY (BOP-48130, or its equivalent) included in the policy. City of Carlsbad 2560 Orion Way Carlsbad, CA 92010 Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 1 of 18 BUSINESSOWNERS LIABILITY ENHANCEMENTS FOR HEALTHCARE INDUSTRY Named Insured HEATHER WILLIAMS, PSYD. DBA-PREMIER 1ST RESPONDER PSYCHOLOGICAL SERVICES Endorsement Number BOP481301016 Policy Symbol HLT Policy Number D9817686A Policy Period 07-05-2024 to 07-05-2025 Effective Date of Endorsement 07-05-2024 Issued By (Name of Insurance Company) ACE Property & Casualty Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM TABLE OF CONTENTS Page Supplementary Payments – Bail Bonds And Bonds To Appeal Judgments – No Sublimit 2 Medical Expenses – Three Years To Report Expenses 2 Non-Owned Watercraft Under 55 Feet 2 Non-Owned Aircraft 2 Damage To Property – Exception For Equipment Loaned Or Rented To Insured 2 Who Is An Insured – Subsidiaries Or Newly Acquired Or Formed Organizations 2 Who Is An Insured – Employees And Volunteer Workers 3 Additional Insured – Lessor Of Leased Equipment 3 Additional Insured – Managers Or Lessors Of Premises 4 Additional Insured – Other Persons Or Organizations Pursuant To Contract Or Agreement 4 Damage To Premises Rented To You – $1,000,000 5 Per Location General Aggregate Limit With Combined Total Aggregate Limit 5 Coverage Territory, Limited Worldwide 6 Unintentional Failure To Disclose Hazards 7 Other Insurance, Including Primary Provision 7 Waiver Of Subrogation Required By Contract 8 Stop Gap – Employers Liability Coverage (if you have “employees” in North Dakota, Ohio, Washington or Wyoming) Bodily Injury By Accident $1,000,000 Bodily Injury By Disease Each Employee $1,000,000 Aggregate $1,000,000 8 Employee Benefits Liability Coverage – Claims Made Aggregate $1,000,000 Each Employee $1,000,000 Deductible $1,000 13 This endorsement modifies the coverages provided under the Businessowners Coverage Form. Employee Benefits Liability Coverage – Claims Made is a claims-made coverage. Such coverage applies only to “claims” first made against the insured during the policy period. Notwithstanding anything to the contrary, the provisions of the Businessowners Coverage Form apply, except as provided in this endorsement. The titles of the various paragraphs of this endorsement are inserted solely for Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 2 of 18 convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they relate. A.SUPPLEMENTARY PAYMENTS – BAIL BONDS AND BONDS TO APPEAL JUDGMENTS - NO SUBLIMIT In Section II – Liability, Paragraph A. Coverages, 1. f. Coverage Extension – Supplementary Payments, subparagraphs (1)(b) and (c) are replaced by the following: (b)The cost of bail bonds, but only for bond amounts within the available limit of insurance. We do not have to furnish these bonds. (c)The cost of bonds to appeal judgments or release attachments, but only for amounts within the available limit of insurance. We do not have to furnish these bonds. B.MEDICAL EXPENSES – THREE YEARS TO REPORT EXPENSES In Section II – Liability, Paragraph A. Coverages, 2. Medical Expenses, subparagraph a.(b) is replaced by the following: (b)The expenses are incurred and reported to us within three years of the date of the accident; and C.NON-OWNED WATERCRAFT UNDER 55 FEET In Section II – Liability, Paragraph B. Exclusions, subparagraph (2) of Exclusion 1.g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2)A watercraft you do not own that is: (a)Less than 55 feet long; and (b)Not being used to carry persons or property for a charge; D.NON-OWNED AIRCRAFT In Section II – Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.g. Aircraft, Auto or Watercraft in Section II – Liability: This exclusion does not apply to an aircraft you do not own provided: 1.The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2.It is rented with a trained, paid crew; and 3.It does not transport persons or cargo for a charge. E.DAMAGE TO PROPERTY – EXCEPTION FOR EQUIPMENT LOANED OR RENTED TO THE INSURED In Section II – Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.k. Damage To Property: Paragraphs (3) and (4) of this exclusion do not apply to “property damage” to equipment rented or loaned to the insured, provided such equipment is not being used to perform any operations at a construction job site. F.WHO IS AN INSURED – SUBSIDIARIES OR NEWLY ACQUIRED OR FORMED ORGANIZATIONS In Section II – Liability, Paragraph C. Who is an Insured is amended to include the following: If there is no other insurance available, each of the following is also a Named Insured: 1.A subsidiary organization of the first Named Insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization; or Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 3 of 18 2.A subsidiary organization of the first Named Insured shown in the Declarations that the first Named Insured acquires or forms during the policy period, if at the time of loss the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization. G.WHO IS AN INSURED – EMPLOYEES (INCLUDING CPR AND FIRST AID) AND VOLUNTEER WORKERS In Section II – Liability, Paragraph C. Who is an Insured, Paragraph 2.a. is replaced by the following: 2.Each of the following is also an insured: a.Your "employees" but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no “employee” is an insured for: (1)"Bodily injury" or "personal and advertising injury": (a)To you, to any of your directors, managers, members, “executive officers” or partners (whether or not an “employee”) or to any co-“employee” while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; (b)To the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in Paragraph (a) above; or (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in Paragraph (a) or (b) above. With respect to “bodily injury” only, the limitations described in Paragraph 2.a.(1) above do not apply to you or to your directors, managers, members, “executive officers”, partners or supervisors as insureds. (2)"Property damage" to any property owned, occupied or used by you or by any of your directors, managers, members, “executive officers” or partners (whether or not an “employee”) or by any of your “employees”. This limitation does not apply to “property damage” to premises while rented to you or temporarily occupied by you with the permission of the owner. b.Your “volunteer workers”, but only while acting within the scope of their activities for you and at your direction. H.ADDITIONAL INSUREDS In Section II – Liability, Paragraph C. Who is an Insured, the following is added: 2.Each of the following is also an insured: LESSOR OF LEASED EQUIPMENT e.Any person or organization from whom you lease equipment, but only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1)Only applies to the extent permitted by law; and (2)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. MANAGERS OR LESSORS OF PREMISES Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 4 of 18 f.Any person or organization from whom you lease premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1)Only applies to the extent permitted by law; and (2)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (1)Any “occurrence” that takes place after you cease to be a tenant in such premises. (2)Structural alterations, new construction or demolition operations performed by or for such additional insureds. OTHER PERSONS OR ORGANIZATIONS PURSUANT TO CONTRACT OR AGREEMENT g.Any persons or organizations that you are required by a contract or agreement to provide with such insurance as is afforded by this policy. However, such a person or organization is an insured only: (1)To the extent such contract or agreement requires the additional insured to be afforded status as an insured; and (2)For activities that did not occur, in whole or in part, before the execution of the contract or agreement. No person or organization is an insured under this provision: (1)That is more specifically identified under any other provision of Paragraph C. Who Is An Insured (regardless of any limitation applicable thereto). (2)With respect to any assumption of liability in a contract or agreement. This limitation does not apply to the liability for damages the additional insured would have in the absence of the contract or agreement. However, the insurance afforded to such persons or organizations: (1)Only applies to the extent permitted by law; and (2)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. The following is added at the end of Paragraph C. Who Is An Insured: No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. However, no person or organization is an insured with respect to the: a.Ownership, maintenance or use of any assets; or b.Conduct of any person or organization whose assets, business or organization; any Named Insured acquires, either directly or indirectly, for any: (1)“Bodily injury” or “property damage” that occurred; or (2)“Personal and advertising injury” arising out of an offense first committed; in whole or in part, before such acquisition is executed. With respect to the insurance afforded to the persons or organizations described in Paragraphs e., f., and g. above, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: The most we will pay on behalf of such person or organization is the amount of insurance: Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 5 of 18 (1)Required by the contract or agreement; or (2)Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This shall not increase the applicable Limits Of Insurance shown in the Declarations. I.DAMAGE TO PREMISES RENTED TO YOU – $1,000,000 In Section II – Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, Paragraphs 3. and 4. are deleted and replaced with the following: 3.Subject to the Liability And Medical Expenses Limits Of Insurance, the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises while rented to you or while temporarily occupied by you with permission of the owner is $1,000,000. 4.Aggregate Limits The most we will pay for: a.All “bodily injury” and “property damage” that is included in the “products-completed operations hazard” is twice the Liability and Medical Expenses limit. b.All: (1)“Bodily injury” and “property damage” except damages because of “bodily injury” or “property damage” included in the “products-completed operations hazard”; (2)Plus medical expenses; (3)Plus all “personal and advertising injury” caused by offenses committed; is twice the Liability and Medical Expenses Limit. The Limits of Insurance of Section II – Liability apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. J.PER LOCATION GENERAL AGGREGATE LIMIT WITH COMBINED TOTAL AGGREGATE LIMIT In Section II - Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, the following is added: 1.Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the insured becomes legally obligated to pay for all "bodily injury" and “property damage” caused by "occurrences" under Paragraph A.1. Business Liability, and for all medical expenses caused by accidents under Paragraph A.2. Medical Expenses, which can be attributed only to a single "location": a.A separate Location General Aggregate Limit will apply to each "location", and that limit is equal to the Other than Products/Completed Operations Aggregate Limit shown in the Declarations. b.The separate Location General Aggregate Limit is the most we will pay for the sum of all damages for "bodily injury" or "property damage" under Paragraph A.1. Business Liability, except in connection with "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medical expenses under Paragraph A.2. Medical Expenses, regardless of the number of: (1)Insureds; (2)Claims made or "suits" brought; or Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 6 of 18 (3)Persons or organizations making claims or bringing "suits". c.Any payments made under Paragraph A.1. or under Paragraph A.2. Medical Expenses shall reduce the separate Location General Aggregate Limit for that "location". Such payments shall not reduce the Other Than Products/Completed Operations Aggregate Limit shown in the Declarations nor shall they reduce the separate Location General Aggregate Limit for any other "location”. d.The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the Other Than Products/Completed Operations Aggregate Limit shown in the Declarations, such limits will be subject to the applicable separate Location General Aggregate Limit. 2.Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the Insured becomes legally obligated to pay for all "bodily injury" or "property damage" caused by occurrences under Paragraph A.1. Business Liability and for all medical expenses caused by accidents under Paragraph A.2., which cannot be attributed only to operations at a single "location". a.Any payments made under Paragraph A.1. Business Liability for damages or under Paragraph A.2. for medical expenses shall reduce the amount available under the Other Than Products/Completed Operations Aggregate Limit or the Products/Completed Operations Aggregate Limit, whichever is applicable; and b.Such payments shall not reduce the separate Location General Aggregate Limit applicable to a single "location". 3.Subject to the separate Location General Aggregate Limit and all other applicable limits, the Combined Total Aggregate Limit shown in the Declarations is the most we will pay for the combined sum of amounts described above, regardless of the number of “locations”. 4.Any payments we make for "bodily injury" or "property damage" included in the “products-completed operations hazard” will reduce the Products-Completed Operations Aggregate Limit regardless of the number of "locations", and not reduce the Other Than Products/Completed Operations Aggregate Limit nor the separate Location General Aggregate Limit applicable to a single "location.” 5.As used in this endorsement, “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. 6.The provisions of Paragraph D. Liability and Medical Expenses Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. K.COVERAGE TERRITORY, LIMITED WORLDWIDE With respect to all coverages except Stop Gap – Employer’s Liability Coverage, in Section II - Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 4. is deleted and replaced by the following: 4."Coverage territory" means all parts of the world. However, “coverage territory” does not include any: a.“Bodily injury” or “property damage” that takes place or any offense committed outside of the United States of America (including its possessions and territories), Canada and Puerto Rico, unless the insured’s responsibility to pay damages is determined by a “suit” on the merits that is brought in the United States of America (including its possessions and territories), Canada or Puerto Rico; or b.Injury or damage in connection with any “suit” brought outside the United States of America (including its possessions and territories), Canada and Puerto Rico. L.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 7 of 18 In Section III – Common Policy Conditions, Paragraph C. Concealment, Misrepresentation or Fraud is amended to include the following additional paragraph: Unintentional failure of an “employee” of the insured to disclose a hazard or other material information will not violate this condition, unless an “executive officer” (whether or not an “employee”) of any insured knows about such hazard or other material information. M.OTHER INSURANCE, INCLUDING PRIMARY PROVISION With respect to all coverages except Employee Benefits Liability Coverage – Claims Made, in Section III – Common Policy Conditions, Paragraph H. Other Insurance, subparagraphs 2. and 3. are replaced by the following: H.Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this insurance, our obligations are limited as follows: 1.Primary Insurance This insurance is primary except when Paragraph 2 below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph 3 below. 2.Excess Insurance a.This insurance is excess over: (1)Any of the other insurance, whether primary, excess, contingent or on any other basis: (a)That is Fire, Extended Coverage, Builder’s Risk, Installation Risk or similar coverage for “your work”; (b)That is insurance that applies to “property damage” to premises rented to you or temporarily occupied by you with permission of the owner; or (c)If the loss arises out of aircraft, “autos” or watercraft to the extent not subject to Exclusion g. of Section II.B. Exclusions, 1. Applicable to Business Liability Coverage; or (2)Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an additional insured. b.When this insurance is excess, we will have no duty to defend the insured against any “suit” if any other insurer has a duty to defend the insured against that “suit.” If no other insurer defends, we will undertake to do so, but we will be entitled to the insured’s rights against all those other insurers. c.When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self-insured amounts under all that other insurance. d.We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not brought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this policy. 3.Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 8 of 18 If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. N.WAIVER OF SUBROGATION REQUIRED BY CONTRACT In Section III – Common Policy Conditions, Paragraph K. Transfer of Rights of Recovery Against Others To Us, subparagraph 2. is replaced by the following: 2.Applicable to Businessowners Liability Coverage: We will waive the rights of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured’s rights to recover all or part of any payment made under this Coverage Part have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring “suit” or transfer those rights to us and help us enforce them. This paragraph does not apply to Medical Expenses Coverage. O.STOP GAP – EMPLOYER’S LIABILITY COVERAGE If you have “employees” subject to the workers’ compensation laws of the states of North Dakota, Ohio, Washington or Wyoming, then Section II – Liability is amended as follows. The following is added to Paragraph A. Coverages: Coverage – Stop Gap – Employer’s Liability 1.Insuring Agreement a.We will pay those sums that the insured becomes legally obligated under either North Dakota, Ohio, Washington or Wyoming law, whichever is applicable, to pay as damages because of “bodily injury by accident” or “bodily injury by disease” to your “employee” to which this insurance applies. We will have the right and duty to defend the insured against any “suit” seeking those damages. However, we will have no duty to defend the insured against any “suit” seeking damages to which this insurance does not apply. We may, at our discretion, investigate any accident and settle any claim or “suit” that may result. But: (1)The amount we will pay for damages is limited as described in Paragraph D. Liability And Medical Expenses Limits Of Insurance; and (2)Our right and duty to defend end when we have used up the applicable Limit of Insurance in the payment of judgments or settlements under this coverage. With respect to “employees” located in the state of Wyoming, the tender of the Limits of Insurance before judgment or settlement does not relieve us of our duty to defend. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b.This insurance applies to “bodily injury by accident” or “bodily injury by disease” only if: (1)The: (a)“Bodily injury by accident” or “bodily injury by disease” takes place in the “coverage territory”; (b)“Bodily injury by accident” or “bodily injury by disease” arises out of and in the course of the injured “employee’s” employment by you; and (c)“Employee”, at the time of the injury, was covered under a workers’ compensation policy and subject to a “workers’ compensation law” of either North Dakota, Ohio, Washington or Wyoming, whichever is applicable. Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 9 of 18 (2)The: (a)“Bodily injury by accident” is caused by an accident that occurs during the policy period; or (b)“Bodily injury by disease” is caused by or aggravated by conditions of employment by you, and the injured “employee’s” last day of last exposure to the conditions causing or aggravating such “bodily injury by disease” occurs during the policy period. c.The damages we will pay, where recovery is permitted by law, include damages: (a)For: (i)Which you are liable to a third party by reason of a claim or “suit” against you by that third party to recover the damages claimed against such third party as a result of injury to your “employee”; (ii)Care and loss of services resulting from the injury described in Paragraph c.(a)(i) above; and (iii)Consequential “bodily injury by accident” or “bodily injury by disease” to a spouse, child, parent, brother or sister of the injured “employee” as a consequence of the injury described in Paragraph c.(a)(i) above. (b)With respect to “employees” located in North Dakota, Washington or Wyoming, because of “bodily injury by accident” or “bodily injury by disease” to your “employee” that arises out of and in the course of employment, claimed against you in a capacity other than as an employer. 2.Exclusions Applicable To Stop Gap – Employer’s Liability Coverage This insurance does not apply to: a.Intentional Injury “Bodily injury by accident” or “bodily injury by disease” intentionally caused or aggravated by you, or "bodily injury by disease" resulting from an act which is determined to have been committed by you if it is reasonable to believe that an injury is substantially certain to occur. b.Fines Or Penalties Any assessment, penalty or fine levied by any regulatory inspection agency or authority. c.Statutory Obligations Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. d.Contractual Liability Liability assumed by you under any contract or agreement. e.Violation Of Law “Bodily injury by accident” or "bodily injury by disease" suffered or caused by any “employee” while employed in violation of law with your actual knowledge or the actual knowledge of any of your "executive officers". f.Termination, Coercion Or Discrimination Damages arising out of coercion, criticism, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination against or termination of any "employee", or arising out of other employment or personnel decisions concerning the insured. g.Failure To Comply With Workers’ Compensation Law “Bodily injury by accident” or “bodily injury by disease” to an “employee” when you are: (1)Deprived of common law defenses; or Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 10 of 18 (2)Otherwise subject to penalty; because of your failure to secure your obligations or other failure to comply with any “workers’ compensation law”. h.Violation Of Age Laws Or Employment Of Minors “Bodily injury by accident” or “bodily injury by disease” suffered or caused by any person: (1)Knowingly employed by you in violation of any law as to age; or (2)Under the age of 14 years, regardless of any such law. i.Federal Laws Any premium, assessment, penalty, fine, benefit, liability or other obligation imposed by or granted pursuant to: (1)The Federal Employer’s Liability Act (45 USC Sections 51-60); (2)The Nonappropriated Act (5 USC Sections 8171-8173); (3)The Longshore and Harbor Workers' Compensation Act (33 USC Sections 910-950); (4)The Outer Continental Shelf Lands Act (43 USC Sections 1331-1356); (5)The Defense Base Act (42 USC Sections 1651-1654); (6)The Federal Coal Mine Health and Safety Act of 1969 (30 USC Sections 901-942); (7)The Migrant and Seasonal Agricultural Worker Protection Act (29 USC Sections 1801-1872); (8)Any other workers' compensation, unemployment compensation or disability laws or any similar law; or (9)Any subsequent amendments to the laws listed above. j.Punitive Damages Multiple, exemplary or punitive damages. 3.The Coverage Extension – Supplementary Payments provisions apply to Stop Gap – Employer’s Liability Coverage as well as to Business Liability Coverage. 4.For the purposes of Stop Gap – Employer’s Liability Coverage only, Paragraph C. Who Is An Insured is replaced by the following: 5.Who Is An Insured If you are designated in the Declarations as: (a)An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. (b)A partnership or joint venture, you are an insured. Your members, your partners and their spouses are also insureds, but only with respect to the conduct of your business. (c) A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. (d) An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 11 of 18 (e) A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. However, no person or organization is an insured with respect to the: (1) Ownership, maintenance or use of any assets; or (2) Conduct of any person or organization whose assets, business or organization; any Named Insured acquires, either directly or indirectly, for any “bodily injury by accident” or “bodily injury by disease”, in whole or in part, before such acquisition is executed. 6.For the purposes of Stop Gap – Employer’s Liability Coverage only, Paragraph D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: D.Liability And Medical Expenses Limits Of Insurance 1.The Limits Of Insurance shown below and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or “suits” brought; or c.Persons or organizations making claims or bringing “suits”. 2.The “Bodily Injury By Accident” – Each Accident Limit of $1,000,000 is the most we will pay for all damages covered by this insurance because of "bodily injury by accident" to one or more "employees" in any one accident. 3.The "Bodily Injury By Disease" – Aggregate Limit of $1,000,000 is the most we will pay for all damages covered by this insurance and arising out of "bodily injury by disease", regardless of the number of "employees" who sustain "bodily injury by disease”. 4.Subject to Paragraph D.3. above, the "Bodily Injury By Disease" – Each "Employee" Limit of $1,000,000 is the most we will pay for all damages because of "bodily injury by disease" to any one "employee". The limits of Stop Gap – Employer’s Liability Coverage apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. 7.For the purposes of Stop Gap – Employer’s Liability Coverage only, Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of the Liability And Medical Expenses General Conditions is replaced by the following: 2.Duties In The Event Of Injury, Claim Or Suit a.You must see to it that we or our agent is notified as soon as practicable of a "bodily injury by accident" or "bodily injury by disease" which may result in a claim. To the extent possible, notice should include: (1)How, when and where the "bodily injury by accident" or "bodily injury by disease" took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury. b.If a claim is made or “suit” is brought against any insured, you must: Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 12 of 18 (1)Immediately record the specifics of the claim or “suit” and the date received; and (2)Notify us as soon as practicable. You must see to it that we receive written notice of the claim or “suit” as soon as practicable. c.You and any other involved insured must: (1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the injury, claim, proceeding or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us and assist us, as we may request, in the investigation or settlement of the claim or defense against the "suit"; (4)Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury to which this insurance may also apply; and (5)Do nothing after an injury occurs that would interfere with our right to recover from others. d.No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation or incur any expense, other than for first aid, without our consent. 8.For the purposes of Stop Gap – Employer’s Liability Coverage only, Paragraph 4. of the Liability And Medical Expenses Definitions section is replaced by the following 4.“Coverage territory” means: a.The United States of America (including its territories and possessions), Puerto Rico and Canada; b.International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c.All other parts of the world if the injury or damage arises out of the activities of a person whose home is in the territory described in a. above, but who is away for a short time on your business; provided the insured's responsibility to pay damages is determined in the United States (including its territories and possessions), Puerto Rico or Canada, in a suit on the merits according to the substantive law in such territory, or in a settlement we agree to. 9.For the purposes of Stop Gap – Employer’s Liability Coverage only, the following are added to the Liability And Medical Expenses Definitions section: a.“Workers compensation law" means the Workers' Compensation Law and any Occupational Disease Law of North Dakota, Ohio, Washington or Wyoming. This does not include provisions of any law providing nonoccupational disability benefits. b.“Bodily injury by accident" means bodily injury, sickness or disease sustained by a person, including death, resulting from an accident. A disease is not "bodily injury by accident" unless it results directly from "bodily injury by accident". c.“Bodily injury by disease" means a disease sustained by a person, including death. "Bodily injury by disease" does not include a disease that results directly from an accident. 10.For the purposes of Stop Gap – Employer’s Liability Coverage only, the definition of “bodily injury” does not apply. P.EMPLOYEE BENEFITS LIABILITY COVERAGE – CLAIMS MADE Section II – Liability is amended as follows: 1.The following is added to Paragraph A. Coverages: Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 13 of 18 Coverage – Employee Benefits Liability – Claims Made a.Insuring Agreement (1)We will pay those sums that the insured becomes legally obligated to pay as damages because of any act, error or omission, of the insured, or of any other person for whose acts the insured is legally liable, to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages to which this insurance does not apply. We may, at our discretion, investigate any report of an act, error or omission and settle any "claim" or "suit" that may result. But: (a)The amount we will pay for damages is limited as described in Paragraph 4. below; and (b)Our right and duty to defend end when we have used up the applicable Limit of Insurance in the payment of judgments or settlements. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. (2)This insurance applies to damages only if: (a)The act, error or omission is negligently committed in the "administration" of your "employee benefit program"; (b)The act, error or omission did not take place before the “retroactive date” nor after the end of the policy period; and (c)A "claim" for damages, because of an act, error or omission, is first made against any insured, in accordance with Paragraph a.(3) below, during the policy period or an Extended Reporting Period we provide under Paragraph 6. of this endorsement. (3)A "claim" seeking damages will be deemed to have been made at the earlier of the following times: (a)When notice of such "claim" is received and recorded by any insured or by us, whichever comes first; or (b)When we make settlement in accordance with Paragraph a.(1) above. A "claim" received and recorded by the insured within 60 days after the end of the policy period will be considered to have been received within the policy period, if no subsequent policy is available to cover the "claim". (4) All "claims" for damages made by an "employee" because of any act, error or omission, or a series of related acts, errors or omissions, including damages claimed by such "employee's" dependents and beneficiaries, will be deemed to have been made at the time the first of those "claims" is made against any insured. b.Exclusions Applicable To Employee Benefits Liability Coverage – Claims Made This insurance does not apply to: (1)Dishonest, Fraudulent, Criminal Or Malicious Act Damages arising out of any intentional, dishonest, fraudulent, criminal or malicious act, error or omission committed by any insured, including the willful or reckless violation of any statute. (2)Bodily Injury, Property Damage Or Personal And Advertising Injury "Bodily injury", "property damage" or "personal and advertising injury". (3)Failure To Perform A Contract Damages arising out of failure of performance of contract by any insurer. Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 14 of 18 (4)Insufficiency Of Funds Damages arising out of an insufficiency of funds to meet any obligations under any plan included in the "employee benefit program". (5)Inadequacy Of Performance Of Investment/Advice Given With Respect To Participation Any "claim" based upon: (a)Failure of any investment to perform; (b)Errors in providing information on past performance of investment vehicles; or (c)Advice given to any person with respect to that person's decision to participate or not to participate in any plan included in the "employee benefit program". (6)Workers' Compensation And Similar Laws Any "claim" arising out of your failure to comply with the mandatory provisions of any workers' compensation, unemployment compensation insurance, social security or disability benefits law or any similar law. (7)ERISA Damages for which any insured is liable because of liability imposed on a fiduciary by the Employee Retirement Income Security Act of 1974, as now or hereafter amended, or by any similar federal, state or local laws. (8)Available Benefits Any "claim" for benefits to the extent that such benefits are available, with reasonable effort and cooperation of the insured, from the applicable funds accrued or other collectible insurance. (9)Taxes, Fines Or Penalties Taxes, fines or penalties, including those imposed under the Internal Revenue Code or any similar state or local law. (10)Employment-related Practices Damages arising out of wrongful termination of employment, discrimination or other employment- related practices. 2.For the purposes of Employee Benefits Liability Coverage – Claims Made only: a.All references to Supplementary Payments are replaced by Supplementary Payments and Employee Benefits Liability Coverage – Claims Made. b.Paragraphs f.(1)(b), f.(2) and f.(3) of Coverage Extension – Supplementary Payments do not apply. 3.For the purposes of Employee Benefits Liability Coverage – Claims Made only, Paragraph C.2. Who Is An Insured is replaced by the following: 2.Each of the following is also an insured: a.Each of your “employees” who is or was authorized to administer your “employee benefits program”. b.Any persons, organizations or “employees” having proper temporary authorization to administer your “employee benefit program” if you die, but only until your legal representative is appointed. c.Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this endorsement. Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 15 of 18 4.For the purposes of Employee Benefits Liability Coverage – Claims Made only, Paragraph D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: a.Limits Of Insurance (1)The Limits of Insurance shown below and the rules below fix the most we will pay regardless of the number of: (a)Insureds; (b)“Claims” made or “suits” brought; (c)Persons or organizations making “claims” or bringing “suits”; (d)Acts, errors or omissions; or (e)Benefits Included in your “employee benefit program”. (2)The Aggregate Limit of $1,000,000 is the most we will pay for all damages because of acts, errors or omissions negligently committed in the “administration” of your “employee benefit program”. (3)Subject to the Aggregate Limit, the Each Employee Limit of $1,000,000 is the most we will pay for all damages sustained by any one “employee” including damages sustained by such “employee’s” dependents and beneficiaries, as a result of: (a) An act, error or omission; or (b)A series of related acts, errors or omissions; negligently committed in the “administration” of your “employee benefits program”. However, the amount paid under this endorsement shall not exceed, and will be subject to, the limits and restrictions that apply to the payment of benefits in any plan included in the “employee benefit program”. The Limits of Insurance of this endorsement apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations of the policy to which this endorsement is attached, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. b.Deductible (1)Our obligation to pay damages on behalf of the insured applies only to the amount of damages in excess of the deductible amount of $1,000 as applicable to Each Employee. The Limits of Insurance shall not be reduced by the amount of this deductible. (2)The deductible amount of $1,000 applies to all damages sustained by any one "employee", including such "employee's" dependents and beneficiaries, because of all acts, errors or omissions to which this insurance applies. (3)The terms of this insurance, including those with respect to: (a)Our right and duty to defend any “suits” seeking those damages; and (b)Your duties, and the duties of any other involved insured, in the event of an act, error or omission or claim; apply irrespective of the application of the deductible amount. (4)We may pay any part or all of the deductible amount to effect settlement of any "claim" or "suit" and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as we have paid. Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 16 of 18 5.For the purposes of Employee Benefits Liability Coverage – Claims Made only, Paragraph E.2. Duties In The Event Of Occurrence, Offense, Claim Or Suit is replaced by the following: 2.Duties In the Event Of An Act, Error Or Omission, Or Claim Or Suit a.You must see to it that we are notified as soon as practicable of an act, error or omission which may result in a “claim”. To the extent possible, notice should include: (1)What the act, error or omission was and when it occurred; and (2)The names and addresses of anyone who may suffer damages as a result of the act, error or omission. b.If a “claim” is made or “suit” is brought against any insured, you must: (1)Immediately record the specifics of the “claim” or “suit” and the date received; and (2)Notify us as soon as practicable. You must also see to it that we receive written notice of the “claim” or “suit” as soon as practicable. c.You and any other involved insured must: (1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the “claim” or “suit”; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation or settlement of the “claim” or defense against the “suit”; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of an act, error or omission to which this insurance may also apply. d.No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation or incur any expense without our consent. 6.For the purposes of Employee Benefits Liability Coverage – Claims Made only, the following Extended Reporting provisions are added: Extended Reporting Period a.You will have the right to purchase an Extended Reporting Period, as described below, if: (1)This Employee Benefits Liability Coverage – Claims Made is canceled or not renewed; or (2)We renew or replace this Employee Benefits Liability Coverage – Claims Made with insurance that: (a)Has a retroactive date later than that described in the definition of “retroactive date”; or (b)Does not apply to an act, error or omission on a claims-made basis. b.The Extended Reporting Period does not extend the policy period or change the scope of coverage provided. It applies only to "claims" for acts, errors or omissions that were first committed before the end of the policy period but not before the “retroactive date”. Once in effect, the Extended Reporting Period may not be canceled. c.An Extended Reporting Period of five years is available, but only by an endorsement and for an extra charge. You must give us a written request for the endorsement within 60 days after the end of the policy period. The Extended Reporting Period will not go into effect unless you pay the additional premium promptly when due. Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 17 of 18 We will determine the additional premium in accordance with our rules and rates. In doing so, we may take into account the following: (1)The “employee benefit programs” insured; (2)Previous types and amounts of insurance; (3)Limits of Insurance available under this endorsement for future payment of damages; and (4)Other related factors. The additional premium will not exceed 100% of the annual premium for Employee Benefits Liability Coverage – Claims Made. The Extended Reporting Period endorsement applicable to this coverage shall set forth the terms, not inconsistent with this section, applicable to the Extended Reporting Period, including a provision to the effect that the insurance afforded for "claims" first received during such period is excess over any other valid and collectible insurance available under policies in force after the Extended Reporting Period. d.If the Extended Reporting Period is in effect, we will provide an Extended Reporting Period Aggregate Limit of Insurance described below, but only for claims first received and recorded during the Extended Reporting Period. The Extended Reporting Period Aggregate Limit of Insurance will be equal to the dollar amounts shown in Paragraphs 4.a.(2) and 4.a.(3) above. Paragraph 4.a.(2) of Coverage – Employee Benefits Liability – Claims Made will be amended accordingly. The Each Employee Limit will then continue to apply as set forth in Paragraph 4.a.(3) above. 7.For the purposes of Employee Benefits Liability Coverage – Claims Made only, the following definitions are added to Paragraph F. Liability And Medical Expenses Definitions: a.“Administration” means: (1)Providing information to "employees", including their dependents and beneficiaries, with respect to eligibility for or scope of "employee benefit programs"; (2)Handling records in connection with the “employee benefit program”; or (3)Effecting, continuing or terminating any "employee's" participation in any benefit included in the "employee benefit program". However, “administration” does not include handling payroll deductions. b.“Cafeteria plans” means plans authorized by applicable law to allow employees to elect to pay for certain benefits with pretax dollars. c.“Claim” means any demand, or "suit", made by an "employee" or an "employee's" dependents and beneficiaries, for damages as the result of an act, error or omission. d.“Employee benefit program” means a program providing some or all of the following benefits to "employees", whether provided through a "cafeteria plan" or otherwise: (1)Group life insurance, group accident or health insurance; dental, vision and hearing plans; and flexible spending accounts, provided that no one other than an "employee" may subscribe to such benefits and such benefits are made generally available to those "employees" who satisfy the plan's eligibility requirements; (2)Profit sharing plans, employee savings plans, employee stock ownership plans, pension plans and stock subscription plans, provided that no one other than an "employee" may subscribe to such benefits and such benefits are made generally available to all "employees" who are eligible under the plan for such benefits; Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 18 of 18 (3)Unemployment insurance, social security benefits, workers’ compensation and disability benefits; (4)Vacation plans, including buy and sell programs; leave of absence programs, including military, maternity, family and civil leave; tuition assistance plans; transportation and health club subsidies; and (5)Any other similar benefits. e.“Retroactive date” means the first date of the policy period of continuous coverage of this insurance provided by us to the First Named Insured. 8.For the purposes of Coverage – Employee Benefits Liability – Claims Made only, Paragraphs F.5. and F.18. Liability And Medical Expenses Definitions are replaced by the following: 5.“Employee” means a person actively employed, formerly employed, on leave of absence or disabled, or retired. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 18. “Suit” means a civil proceeding in which damages because of an act, error or omission to which this insurance applies are alleged. "Suit" includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 9.For the purposes of Employee Benefits Liability Coverage – Claims Made only, Paragraph 2. of Other Insurance in Section III - Common Policy Conditions is replaced by the following: 2.This Employee Benefits Liability Coverage – Claims Made is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is effective prior to the beginning of the policy period shown in the Declarations of the policy to which this Employee Benefits Liability Coverage – Claims Made is attached and that applies to an act, error or omission on other than a claims-made basis, if the other insurance has a policy period which continues after the “retroactive date”. All other terms and conditions of the policy remain unchanged. Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 Insurer: Philadelphia Indemnity Insurance Company One Bala Plaza, Suite 100, Bala Cynwyd, PA 19004 NAIC #: 18058 Contact: CPH Insurance, 800-875-1911, info@cphins.com Named Insured: Premier First Responder Psychological Services Heather Williams 19361 Willowbrook Ave, Yorba Linda, CA 92886 Policy #: E225234 Policy Term: 02/01/2025 - 02/01/2026 Professional Liability: Portable Coverage, not location specific Coverage Type (Occurrence Form) Limits of Liability (Per Claim/Total Per Year) Professional Liability $1,000,000/$3,000,000 Supplemental Liability $1,000,000/$3,000,000 Licensing Board Defense $35,000 Commercial General Liability N/A Fire/Water Legal Liability N/A Business Personal Property N/A Sexual Abuse/Molestation Defense Unlimited Defense Coverage (for false allegations) Cyber Liability (Claims Made Retroactive Date: 04/21/2023) $15,000 Certificate Holder PROOF OF COVERAGE Notice of Cancellation will only be provided to the first named insured in accordance with policy provisions, who shall act on behalf of all additional insureds with respect to giving notice of cancellation Authorized Representative Disclaimer: This certificate is issued as a matter of information only and confers no rights upon the certificate holder. The Certificate of Insurance does not constitute a contract between the issuing insurer, authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend, or alter the coverage afforded by the policies listed thereon. Certificate of Liability Insurance Date issued: 01/17/2025 Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: (Name and Department) (Date) Proposed modification(s) to the __________________ requirement(s) for (Type of insurance) (Name of contract) Reduce coverage to the amount of: $ . Waive coverage Other: FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable] Contract Amount/Term of Contract: $ . Work will be completed over a period of . Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): Approved by Risk Manager for this contract only: (Signature) (Date) Amanda Simpson, Police Department 10/9/2025 Auto/Work Comp mental health counseling services ■1,000,000 ■ ■ Counselors do not travel between city facilties so a reduction to $1,000,000 should be sufficient. Heather Williams DBA Premier First Reposnder is a sole proprietorship and does not need to carry workman's compensation insurance. Docusign Envelope ID: 5FF4EA2B-0B2E-49E6-9913-0CA317ADB550 10/9/2025