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Home My WebLink AboutPremier 1st Responder Psychological Services Inc; 2026-06-30;Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E AGREEMENT FOR MENTAL HEALTH COUNSELING SERVICES PREMIER 1sr RESPONDER PSYCHOLOGICAL SERVICES, INC THIS AGREEMENT ("Agreement") is made and entered into as of the 30th day of June 20~, by and between the City of Carlsbad, California, a municipal corporation ("City") and Premier ist Responder Psychological Services, Inc., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that 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 up to two (2) additional periods of two (2) years each, or parts thereof. 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. City Attorney Approved 10/23/2025 Page 1 Docusign Envelope ID: 237E866A-BDC3-81F7-83E1-FE0C6F990D5E 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed forty-five thousand dollars ($45,000.00) per Agreement year. 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 forty-five thousand dollars ($45,000.00) per Agreement year. Payment terms are Net 30 unless otherwise provided in Exhibit "A" or agreed to in writing by the parties. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or 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. City Attorney Approved 10/23/2025 Page 2 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E 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 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. City Attorney Approved 10/23/2025 Page 3 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990O5E 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. 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. City Attorney Approved 10/23/2025 Page 4 Docusign Envelope ID: 237E866A-BDC3-81F7-83E1-FE0C6F990D5E 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. 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@premierlstresponder.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. City Attorney Approved 10/23/2025 Pages Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E 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 IZI 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. 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. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 19. 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. 20. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. City Attorney Approved 10/23/2025 Page 6 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E 21. 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. 22. 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. 23. 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. City Attorney Approved 10/23/2025 Page 7 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E 24. 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. 25. 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. 26. 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. 27. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 28. 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. City Attorney Approved 10/23/2025 Page a Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E 29. 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_2_9 ____ day of _Ju_n_e _______ ~ 20~. CONTRACTOR Premier pt Responder Psychological Services, a California corporation By: (sign here) Heather Williams, Chief Executive Officer (print name/title) By: J~ ~~ fvlilLLltblA, (sign here) Jerry Shane Millhollon, Chief Financial Officer CITY OF CARLSBAD, a municipal corporation of the State of California By: Christie Calderwood, Police Chief ATTEST: SHERRY FREISINGER, City Clerk By: Deputy/ Assistant City Clerk 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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 City Attorney Approved 10/23/2025 Page 9 Docusign Envelope ID: 237E866A-BDC3-81F7-83E1-FE0C6F990D5E EXHIBIT A SCOPE OF SERVICES AND FEE Premier ist Responder Psychological Services, Inc. ("Contractor") will provide critical incident stress management, mental health counseling, and training services to the sworn and non sworn members of the Carlsbad Police Department. Critical Incident Response -Available 24 hours/day, 365 days/year at $250/hour • Contractor will make reasonable efforts to respond in person within two (2) hours of a request • If unavailable (e.g., travel or teaching), a designated culturally competent provider will respond Definition of a Critical Incident Any event encountered by public safety personnel that provokes strong emotional or physiological reactions and may impair functioning-either immediately or over time. 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 directly involved personnel 2. Group diffusing - a short, immediate group session once the scene is secure • Conducted in partnership with the Peer Support Team • Addresses normal stress reactions and provides education prior to personnel going home • Establishes groundwork for peer support outreach, family communication, mental health resources, and follow-up debriefings 3. Assessment of community resources to determine whether additional crisis services are needed for victims, witnesses, or the community City Attorney Approved 10/23/2025 Page 10 Docusign Envelope ID: 237E866A-BDC3-81F7-83E1-FE0C6F990D5E Group Critical Incident Debriefing -$250/hour • Conducted for major incidents producing critical stress reactions • Ideally scheduled 3-7 days following the incident • Facilitated by Contractor in collaboration with peer support, chaplains, and trauma dogs (if approved) • Integrates CISD, NOVA, and a specialized two-step model developed for public safety • Outcomes include normalization of reactions, reduced second-guessing, improved camaraderie, and support for recovery • Typically lasts 1-2 hours; duration varies based on personnel and incident type • Multiple debriefings may be required depending on the scale of the incident Post Critical Incident Counseling -$150/session At the request of the Police Chief, or designee, personnel may be directed to attend a confidential check-in with a mental health professional. This is not a fitness-for-duty evaluation. • Contractor will coordinate timely check-ins following critical incidents • Sessions may include education on normal reactions, coping strategies, communication with family, and processing of the incident and related experiences Follow-Up Counseling -$150/session • For personnel requiring additional support beyond the initial check-in • May include EMDR therapy, a clinically validated method for processing trauma In Person/Telehealth Counseling: lndividual/Couples/EMDR -$150/session • 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 • Provide an additional one to three (1-3) sessions if deemed necessary to successfully conclude services • Alternatively, if the employee requests additional sessions, efforts will be made to access the employee's health insurance for reimbursement or negotiate a self-pay arrangement that will not exceed the departmental rate with the co-pay as the responsibility of the employee • Counseling participation may include family members as it relates to the employee's particular needs at the time • All collateral referrals for support, such as family therapy, child therapy, or other specialized care, will be made to ensure a smooth transition for the employee Peer Support Development & Consultation -$250/hour • In-person consultation, interviews, and meetings • Basic Peer Support Training (2 days) -provided through Embassy Consulting Services City Attorney Approved 10/23/2025 Page 11 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990O5E Training topics include: 1. Program development and stigma reduction 2. Proactive vs. reactive peer support 3. Roles, expectations, and purpose 4. Stress, burnout, and anger 5. Depression, anxiety, and post-traumatic stress injury 6. Suicide prevention and intervention 7. Relationships, health, and infidelity 8. Organizational stress and workplace challenges 9. Line-of-duty death and traumatic loss 10. Resiliency and self-care for peer supporters Personalized Training & Presentations -$250/hour Annual Wellness Check-In -$150/per person The Annual Wellness Check-In provides personnel with an opportunity to process experiences and develop effective coping strategies. The goal is to normalize routine engagement with culturally competent mental health support. Includes: • Discussion of mental, physical, organizational, and relationship stressors • Trauma processing • Development of coping strategies • Resources and referrals Pricing Summary 1. Critical Incident Response -$250/hour 2. Critical Incident Debriefing -$250/hour 3. Post-Critical Incident Counseling -$150/session 4. Follow-Up Counseling-$150/session 5. Supervisor/Command Consultation (phone/email) -no cost (up to 30 minutes) 6. In-person Peer Support Consultation -$250/hour 7. Training -$250/hour 8. Annual Wellness Check-In -$150/session 9. ln-person/Telehealth Therapy -$150/session The City will not be billed for missed or late-canceled appointments. The employee may be responsible for "no shows" at a rate of $75.00 but will not be required to pay for cancellations. Contractor provides information regarding cancellations and no shows in the informed consent which is reviewed and signed prior to the commencement of services. The policy shall explicitly outline the employee's payment obligations in the event of a no show. City Attorney Approved 10/23/2025 Page 12 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E No Cost Services • Resource and referrals • Peer support consultation (phone/email) • Supervisor/command consultation (phone/email) Confidentiality and Exceptions to Confidentiality 1. Provider 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 City agrees that: • Employees will obtain required invoicing authorization numbers • For attendance tracking, the provider will notify the designated point of contact (Peer Support Coordinator or assigned personnel) confirming attendance at the Annual Wellness Check-In only City Attorney Approved 10/23/2025 Page13 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990O5E 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 Certificate of Liability Insurance Date issued: 05/01/2026 Named Insured: Premier 1st Responder Psychological Services, Inc. Heather Williams 19361 Willowbrook Ave, Yorba Linda, CA 92886 Policy#: E225234 Policy Term: 02/01/2026 -02/01/2027 Professional Liability: Portable Coverage, not location specific Coverage Type Limits of Liability (Occurrence Form) (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 Defense Coverage (for false allegations) Cyber Liability 15,000 (Claims Made Retroactive Date: 04/21/2023) Certificate Holder Notice of Cancellation will only be provided to the first named insured in accordance with policy provisions, who shall act on City of Carlsbad behalf of all additional insureds with respect to giving notice of cancellation 1200 Carlsbad Village Drive Carlsbad, CA 92008 Certificate holder added as Additional Insured 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. Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E THIS ENDORSEMENT CHANGED THE POLICY. PLEASE READ IT CAREFULLY. Additional Insured Endorsement This endorsement modifies insurance provided under the following: ALLIED HEALTHCARE PROVIDERS PROFESSIONAL AND SUPPLEMENTAL LIABILITY INSURANCE POLICY In consideration of the premium paid, this policy is amended as follows: PI-PHCP-05 (03/01) City of Carlsbad is hereby added as an Additional Insured, solely for Damages arising out of a Professional Incident covered under this policy. The Professional Incident must arise out of services provided by the Insured, under contract with City of Carlsbad. Additional Insured Name and Mailing Address: City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA, 92008 All other terms and conditions of this policy remain unchanged. Policy #: E225234 Effective on or after: 05/11/2026 Issued to: Premier 1st Responder Psychological Services, Inc. Expiration date: 02/01/2027 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E ACORD CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 6/26/2026 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($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~i~cT Kathrvn Asburv Acrisure West Insurance Services, LLC ;,.~gN,_t Ext\• 760-341-9397 I rffc Nol: 714-546-4457 1950 W Corporate Way #1 Anaheim CA 92801-5373 1~l~~ss: kasburv@acrisure.com INSURER(S) AFFORDING COVERAGE NAIC# License#:6009644 INSURER A: State ComDensation Insurance Fund 35076 INSURED PREMFIR-01 INSURER B: PREMIER 1ST RESPONDER PSYCHOLIGICAL SERVICES INC. 19361 Willowbrook Avenue INSURERC: Yorba Linda CA 92886 INSURERD: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 1145253129 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. *LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE INCLUSIVE OF AMOUNTS REQUESTED BY THE CERTIFICATE HOLDER AND MAY NOT REFLECT POLICY LIMIT AMOUNTS IN EXCESS OF THOSE REQUESTED. *Not Applicable in WY INSR TYPE OF INSURANCE ADDL SUBR /~g)-Jg~, (~~rJi~, LTR ,u~n un,n POLICY NUMBER LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ f--D CLAIMS-MADE □ OCCUR DAMAGE TO RENTED f--PREMISES (Ea occurrence\ $ -MED EXP (Any one person) $ PERSONAL & ADV INJURY $ - GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ =7 □PRO-DLoc POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY /ic~~~~~~tf lNGLE LIMIT $ -ANY AUTO BODILY INJURY (Per person) $ -OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ --HIRED NON-OWNED /p~?~~c~e~gAMAGE AUTOS ONLY AUTOS ONLY $ -- $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ A WORKERS COMPENSATION y 9404241-2026 5/17/2026 2/17/2027 X I ~ffTUTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE ~ N/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF CARLSBAD 1200 CARLSBAD VILLAGE DRIVE AUTHORIZED REPRESENTATIVE CARLSBAD CA 92008 ~~ I ACORD 25 (2025/12) © 1988-2025 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 237E866A-BDC3-81F7-83E1-FE0C6F990D5E STATE COMPENSATION INSUl"ANCE FUND HOME OFFICE SAN FRANCISCO ALL EFFECTIVE DATES AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION EFFECTIVE May 17, 2026 AT 12:01 AM. AND EXPIRING February 27, 2027 AT 12:01 AM PREMIER 1ST RESPONDER PSYCHOLOGICAL 19361 WILLOWBROOK AVE YORBA LINDA, CA 92886-4330 Page 1 9404241-26 NEW Southern 8863136 ANYTHING IN THIS POLICY TO THE CONTRARY NOTWITHSTANDING, IT IS AGREED THAT THE STATE COMPENSATION INSURANCE FUND WAIVES ANY RIGHT OF SUBROGATION AGAINST, City of Carlsbad WHICH MIGHT ARISE BY REASON OF ANY PAYMENT UNDER THIS POLICY IN CONNECTION WITH WORK PERFORMED BY, PREMIER 1ST RESPONDER PSYCHOLOGICAL IT IS FURTHER AGREED THAT THE INSURED SHALL MAINTAIN PAYROLL RECORDS ACCURATELY SEGREGATING THE REMUNERATION OF EMPLOYEES WHILE ENGAGED IN WORK FOR THE ABOVE EMPLOYER. IT IS FURTHER AGREED THAT PREMIUM ON THE EARNING OF SUCH EMPLOYEES SHALL BE INCREASED BY 3%. NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS IN THIS ENDORSEMENT COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: June 26, 2026 i..t?Jl.t./ AUTHORIZED REPRESENTATIVE 2570 SCIF FORM 10217 (REV. 4 -2018) tL /;.;~ PRESIDENT AND CEO OLD DP 217 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E 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: Jennie Marinov, Police 6/29/2026 (Name and Department) (Date) Proposed modification(s) to the _A_u_to_m_o_b_ile _____ requirement(s) for Mental Health Counseling Services (Type of insurance) (Name of contract) D Reduce coverage to the amount of: =$ ______ _ ~ Waive coverage D 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]. __________________________ _ O0ther (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): Counciling sessions pose minimal liability. Counselors do not travel between city locations. Approved by Risk Manager for this contract only: 6/29/2026 (Signature) (Date) Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FEOC6F990D5E ~ ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 5/4/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) . PRODUCER ... v .. "'"'' Chubb Customer Service Center NAME: TEAM FOCUS INSURANCE SERVICES LLC ritJ8NJ:o Ext\: 866-307-7122 I (A/C, No): 1560 Sawg:rass Corporate Parkway, 4th Floor t:• ... MIL Chubbcsc@chubb.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# SUNRISE FL 33323 INSURER A: ACE Property And Casualty Insurance Company 20699 INSURED INSURER B: PREMIER 1ST RESPONDER PSYCHOLOGICAL SERVICES INC. INSURERC: INSURER D: 19361 WILLOWBROOK AVE INSURER E: YORBA LINDA CA 92886 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1'l:'rR TYPE OF INSURANCE POLICY NUMBER r'ULlt.,;Y t:;rr r t:111' LIMITS INSD WVD (MM/DD/YYYY) (MM/DD/YYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 -D CLAIMS-MADE [g] OCCUR ....,,....,v,r.'--''-IV ,,._,~1c.u PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 5,000 -A y D9817686A 07/05/2025 07/05/2026 PERSONAL & ADV INJURY $ *2,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 ~ □PRO-LOC PRODUCTS -COMP/OP AGG $ 4,000,000 POLICY JECT OTHER: $ AUTOMOBILE LIABILITY \CUMt,INt:U ::,1 N<,Lt: LIMI I $ (Ea accident) -ANY AUTO BODILY INJURY (Per person) $ -OWNED ~ SCHEDULED A AUTOS ONLY AUTOS y D9817686A 07/05/2025 07/05/2026 BODILY INJURY (Per accident) $ X HIRED X NON-OWNED rr.urc:::r: I Y UAMAl.jt:. $ AUTOS ONLY AUTOS ONLY (Per accident) Occurrence/ Aggregate $ **$2M/$4M UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ -EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ !WORKERS COMPENSATION lsTATUTE I lt~H-~ND EMPLOYERS' LIABILITY Y/N ~NY PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) *Personal and Advertising Injury are included within the General Liability limits. **Hired and Non Owned Auto Liability are included within the General Liability limits. The insurance afforded by the policies described herein is subject to all terms, exclusions and conditions of such policies. City of Carlsbad and Any person or organization as required per written contract or agreement are 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. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad ACCORDANCE WITH THE POLICY PROVISIONS. 1200 Carlsbad Village Drive AUTHORIZED REPRESENTATIVE Carlsbad, CA 92008 Wo.~ ROM-rl.cJ(. I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E CHUBB® SIGNATURES Named Insured Endorsement Number PREMIER 1ST RESPONDER PSYCHOLOGICAL SERVICES INC. CC1K11Ko422 Policy Symbol I PolicyNumber I Policy Period Effective Date of Endorsement HLT Dq817686A 07-05-2025 to 07-os-2026 04-08-2026 Issued By (Name of Insurance Company) ACEPROPERTYANDCASUALTYINSURANCECOMPANY THE ONLY COMPANY APPLICABLE TO THIS POLICY IS THE COMPANY NAMED ON THE FIRST PAGE OF THE DECLARATIONS. By signing and delivering the policy to you, we state that it is a valid contract. INDEMNITY INSURANCE COMPANY OF NORTH AMERICA (A stock company) BANKERS STANDARD INSURANCE COMPANY (A stock company) ACE AMERICAN INSURANCE COMP ANY (A stock company) ACE PROPERTY AND CASUALTY INSURANCE COMPANY (A stock company) INSURANCE COMPANY OF NORTH AMERICA (A stock company) PACIFIC EMPLOYERS INSURANCE COMPANY (A stock company) ACE FIRE UNDERWRITERS INSURANCE COMPANY (A stock company) WESTCHESTER FIRE INSURANCE COMP ANY (A stock company) 436 Walnut Street, P.O. Box 1000, Philadelphia, Pennsylvania 19106-3703 BRANDON PEENE, Secretary JOHN J. LUPICA, President Authorized Representative CC-1K11k (04/22) Docusign Envelope ID: 237E866A-BDC3-81F7-83E1-FE0C6F990O5E POLICY NUMBER: D9817686A BUSINESSOWNERS BP 12 01 0810 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS POLICY CHANGES THIS ENDORSEMENT FORMS A PART OF THE POLICY NUMBERED BELOW. POLICY NUMBER POLICY CHANGES EFFECTIVE COMPANY D9817686A 04-08-2026 ACE Property And Casualty Insurance Company NAMED INSURED AUTHORIZED REPRESENTATIVE PREMIER 1 ST RESPONDER PSYCHOLOGICAL SERVICES INC. Robert M. Poliseno CHANGES Amend name to Premier 1st Responder Psychological Services Inc. POLICY AMOUNT AND PREMIUM ADJUSTMENT Limits Of Insurance Premiums Coverage Previous Limit New Limit Previous New Add'I Premium 1--- Description Of Insurance Of Insurance Premium Premium Return Premium OPTIONAL COVERAGES The following optional coverages are added under this policy Add'I Premium when designated by an "X" in the box(es) shown below. Return Premium Limits Of Insurance Outdoor Signs $ $ (Location#1) Burglary and Robbery $ (Named Peril Endorsement only) $ Inside the Premises ,___ $ Outside the Premises Or ,___ $ Inside the Premises $ Money and Securities $ Outside the Premises Equipment Breakdown $ $ (Location #1, 0) BP 12 010810 © Insurance Services Office, Inc., 2009 Page 1 of 2 □ Docusign Envelope ID: 237E866A-BDC3-81F7-83E1-FE0C6F990D5E TOTAL PREMIUM ADJUSTMENTS PREMIUM DUE AT POLICY CHANGE EFFECTIVE DATE ADDITIONAL RETURN $ $ REMOVAL If Covered Property is removed to a new location that is described on this Policy Change, you may PERMIT extend this insurance to include that Covered Property at each location during the removal. Coverage at each location will apply in the proportion that the value at each location bears to the value of all Covered Property being removed. This permit applies up to 10 days after the effective date of this Policy Change; after that, this insurance does not aooly at the previous location. Authorized Representative Signature Page 2 of 2 © Insurance Services Office, Inc., 2009 BP 12 01 08 10 □ Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990O5E BUSINESSOWNERS LIABILITY ENHANCEMENTS FOR HEALTHCARE INDUSTRY Named Insured Endorsement Number PREMIER 1 ST RESPONDER PSYCHOLOGICAL SERVICES INC. BOP481301016 Policy Symbol I Policy Number I Policy Period Effective Date of Endorsement HLT D9817686A 07-05-2025 to 07-05-2026 04-08-2026 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 Supplementary Payments -Bail Bonds And Bonds To Appeal Judgments -No Sublimit Medical Expenses -Three Years To Report Expenses Non-Owned Watercraft Under 55 Feet Non-Owned Aircraft Damage To Property -Exception For Equipment Loaned Or Rented To Insured Who Is An Insured -Subsidiaries Or Newly Acquired Or Formed OrQanizations Who Is An Insured -Employees And Volunteer Workers Additional Insured -Lessor Of Leased Equipment Additional Insured -ManaQers Or Lessors Of Premises Additional Insured -Other Persons Or OrQanizations Pursuant To Contract Or Agreement Damage To Premises Rented To You -$1,000,000 Per Location General Aaaregate Limit With Combined Total Aaaregate Limit CoveraQe Territory, Limited Worldwide Unintentional Failure To Disclose Hazards Other Insurance, lncludinQ Primary Provision Waiver Of SubroQation Required By Contract 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 Aooregate $1,000,000 Employee Benefits Liability Coverage -Claims Made Aggregate $1,000,000 Each Employee $1,000,000 Deductible $1,000 This endorsement modifies the coverages provided under the Businessowners Coverage Form. Page 2 2 2 2 2 2 3 3 4 4 5 5 6 7 7 8 8 13 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 convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they relate. BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 1 of 18 Docusign Envelope ID: 237EB66A-BDC3-81 F7-83E1-FE0C6F990D5E 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 8. 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 11-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 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, BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 2 of 18 Docusign Envelope ID: 237E866A-BDC3-81F7-83E1-FE0C6F990D5E 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 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. BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 3 of 18 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E 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: (1) Required by the contract or agreement; or (2) Available under the applicable Limits Of Insurance shown in the Declarations; BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 4 of 18 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990O5E 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 (3) Persons or organizations making claims or bringing "suits". BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 5 of 18 Docusign Envelope ID: 237E866A-BDC3-81F7-83E1-FE0C6F990O5E 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 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 6 of 18 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E In Section Ill -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 Ill - 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 I1.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. BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 7 of 18 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E 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 Ill -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. 0. 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. BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 8 of 18 Oocusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990O5E (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 BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 9 of 18 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E (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. BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 10 of 18 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E (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: BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 11 of 18 Docusign Envelope ID: 237E866A-BDC3-81F7-83E1-FE0C6F990D5E (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: BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 12 of 18 Docusign Envelope ID: 237EB66A-BDC3-81 F7-83E1-FE0C6F990D5E 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. BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 13 of 18 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E (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. BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 14 of 18 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990O5E 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. BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 15 of 18 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E 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. BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 16 of 18 Docusign Envelope ID: 237E866A-BDC3-81F7-83E1-FE0C6F990D5E 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; BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 17 of 18 Docusign Envelope ID: 237E866A-BDC3-81F7-83E1-FE0C6F990O5E (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 Ill -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. BOP-48130 (10/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 18 of 18 Docusign Envelope ID: 237E866A-BDC3-81 F7-83E1-FE0C6F990D5E CHUBB" POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE You are hereby notified that under the Terrorism Risk Insurance Act, as amended, you have a right to purchase insurance coverage for losses resulting from acts of terrorism. As defined in Section 102(1) of the Act: The term "act of terrorism" means any act or acts that are certified by the Secretary of the Treasury---in consultation with the Secretary of Homeland Security, and the Attorney General of the United States---to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. YOU SHOULD KNOW THAT WHERE COVERAGE IS PROVIDED BY THIS POLICY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM, SUCH LOSSES MAY BE PARTIALLY REIMBURSED BY THE UNITED STATES GOVERNMENT UNDER A FORMULA ESTABLISHED BY FEDERAL LAW. HOWEVER, YOUR POLICY MAY CONTAIN OTHER EXCLUSIONS WHICH MIGHT AFFECT YOUR COVERAGE, SUCH AS AN EXCLUSION FOR NUCLEAR EVENTS. UNDER THE FORMULA, THE UNITED STATES GOVERNMENT GENERALLY REIMBURSES So% , OF COVERED TERRORISM LOSSES EXCEEDING THE STATUTORILY ESTABLISHED DEDUCTIBLE PAID BY THE INSURANCE COMPANY PROVIDING THE COVERAGE. THE PREMIUM CHARGED FOR THIS COVERAGE IS PROVIDED BELOW AND DOES NOT INCLUDE ANY CHARGES FOR THE PORTION OF LOSS THAT MAY BE COVERED BY THE FEDERAL GOVERNMENT UNDER THE ACT. YOU SHOULD ALSO KNOW THAT THE TERRORISM RISK INSURANCE ACT, AS AMENDED, CONTAINS A $100 BILLION CAP THAT LIMITS U.S. GOVERNMENT REIMBURSEMENT AS WELL AS INSURERS' LIABILITY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM WHEN THE AMOUNT OF SUCH LOSSES IN ANY ONE CALENDAR YEAR EXCEEDS $100 BILLION. IF THE AGGREGATE INSURED LOSSES FOR ALL INSURERS EXCEED $100 BILLION, YOUR COVERAGE MAY BE REDUCED. Acceotance or Reiection of Terrorism Insurance Coverae;e I hereby elect to purchase terrorism coverage for a prospective premium of $ 11 I hereby decline to purchase terrorism coverage for certified acts of terrorism. I understand that I will have no coverage for losses resulting from certified acts of terrorism. Policyholder/Applicant's Signature PREMIER 1ST RESPONDER PSYCHOLOGICAL SERVICES INC. HLTCAD9817686A3N Print Name 2026-04-09 Date ACE Property & Casualty Insurance Company Insurance Company Policy Number