The URL can be used to link to this page

Browse Search

Home My WebLink About20252261.tiffCorIkvaehD491034 PROFESSIONAL SERVICE AGREEMENT BETWEEN WELD COUNTY AND WONDER YEARS, LLC THIS AGREEMENT is made and entered into this 11; day of Pik , 2025, by and between the Board of Weld County Commissioners, on behalf of the eld County Department of Human Services, hereinafter referred to as "County," and Wonder Years, LLC, hereinafter referred to as "Contractor". WHEREAS, County desires to retain Contractor to perform services as required by County and set forth in the attached Exhibits; and WHEREAS, Contractor is willing and has the specific ability, qualifications, and time to perform the required services according to the terms of this Agreement; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the services as set forth below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in the attached Exhibits, each of which forms an integral part of this Agreement and are incorporated herein. The parties each acknowledge and agree that this Agreement, including the attached Exhibits, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements (the "Work"). If a conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement shall control, and the remaining order of precedence shall be based upon order of attachment. Exhibit A consists of the Scope of Work. Exhibit B consists of the Rate Schedule. Exhibit C consist of the HIPAA Business Associate Agreement 2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the Work described in the attached Exhibits. Contractor shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Work within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement shall be from July 1, 2025, through June 30, 2026, or until Contractor's completion of the responsibilities described in the attached Exhibits and is subject to continued budget appropriations. This Agreement may be extended upon mutual written agreement of the Parties. e,on,01-1-12-ortc 3/t 112,5 cc: or,iase CPHS) a -A 1 /25 2025-2261 Ite-u oq1 4. Termination; Breach; Cure. County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. 5. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. 6. Compensation/Contract Amount. County agrees to pay Contractor through an invoice process during the course of this Agreement in accordance with the Rate Schedule as described in Exhibit B. Contractor agrees to submit invoices which detail the work completed by Contractor. The County will review each invoice and if it agrees Contractor has completed the invoiced items to the County's satisfaction, it will remit payment to Contractor. No payment in excess of that set forth in the Exhibits will be made by County unless an Amendment authorizing such additional payment has been specifically approved by Weld County as required pursuant to the Weld County Code. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). Contractor agrees to work within the confines of the Scope of Services outlined in Exhibit A. 7. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees or agents of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Any provisions in this Contract that may appear to give the County the right to direct contractor as to details of doing work or to exercise a measure of control over the work mean that Contractor shall follow the direction of the County as to end results of the work only. The Contractor is 2 obligated to pay all federal and state income tax on any moneys earned or paid pursuant to this contract. 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees, and subcontractors. 9. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall become or remain (as applicable), the property of County. In addition, all reports, documents, data, plans, drawings, records, and computer files generated by Contractor in relation to this Agreement and all reports, test results and all other tangible materials obtained and/or produced in connection with the performance of this Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 10. Confidentiality. Confidential information of the Contractor should be transmitted separately from non -confidential information, clearly denoting in red on the relevant document at the top the word, "CONFIDENTIAL." However, Contractor is advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contractor agrees to keep confidential all of County's confidential information. Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this Agreement. Contractor shall protect the confidentiality of all records containing personal identifying information that are maintained in accordance with this agreement; and no such information shall be released except for program administration purposes or with the subject individual's prior written consent. 11. Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all Work shall be performed by qualified personnel in a professional manner, consistent with industry standards, and that all services will conform to applicable specifications. 3 12. Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance. Contractor must secure, before the commencement of the Work, the following insurance covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. For all coverages, Contractor's insurer shall waive subrogation rights against County. Contractor shall provide coverage with limits of liability no less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a "following form" basis. Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Colorado and with an "A.M. Best" rating of not less than A -VII. The County in no way warrants that the above -required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. Required Types of Insurance Workers' Compensation and Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act, AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A (Workers' Compensation) Statutory Coverage B (Employers Liability) $ 100,000 $ 100,000 $ 500,000 Commercial General Liability Insurance - Occurrence Form Policy shall indude bodily injury, property damage, liability assumed under an Insured Contract. The policy shall be endorsed to include the following additional insured language: "Weld County, its subsidiary, parent, elected officials, trustees, employees, associated and/or affiliated entities, successors, or assigns, agents, and volunteers shall be named as 4 additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor." Such policy shall indude Minimum Limits as follows: General Aggregate Products/Completed Operations Aggregate Each Occurrence Limit Personal/Advertising Injury Automobile Liability Insurance $ 1,000,000 $ 1,000,000 $ 1,000,000 $ 1,000,000 Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles used in the performance of this Contract. Such policy shall maintain Minimum Limits as follows: Bodily Injury/Property Damage (Each Accident) $ 1,000,000 Professional Liability (Errors and Omissions Liability) The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract. Contractor shall maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from professional services. In the event that the professional liability insurance required by this Contract is written on a claims -made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. **When this Professional Services Agreement involves working with or caring for children, elderly, physically or developmentally disabled people and these individuals are in the care, custody, or control of the Contractor, required insurance coverage must. include coverage for "sexual molestation and physical abuse." Contractor's insurance policy is to be specifically endorsed to include this coverage. **When this Professional Services Agreement has providers involved in providing extensive in -home services, Contractor must have third party fidelity/crime coverage. Crime policies are to be endorsed to include third party fidelity coverage and list the Contractor and the Provider's clients as Loss Payees. [Extensive in -home services means services that are based on the typical location of the services being provided, not necessarily the time frame. For example, if services are primarily at client's homes versus a hospital or clinic type setting, then that would meet this definition. For another example, if a physician who typically works at a hospital or clinic makes a home visit due to a female patient going into unexpected labor, that would not be "extensive in -home services" as they are less than 5- 10% in -home care.] 5 Minimum Limits: Per Loss Aggregate $ 1,000,000 $ 2,000,000 14. Proof of Insurance. Upon County's request, Contractor shall provide to County, for examination, a policy, endorsement, or other proof of insurance as determined in County's sole discretion. Provided information for examination shall be considered confidential, and as such, shall be deemed not subject to Colorado Open Records Act (CORA) disclosure. All insurers must be licensed or approved to do business within the State of Colorado, and unless otherwise specified, all policies must be written on a per occurrence basis. The Contractor shall provide the County with a Certificate of Insurance evidencing all required coverages, before commencing work or entering the County premises. The Contractor shall furnish the County with certificates of insurance (ACCORD) form or equivalent approved by the County as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Contractor shall name on the Certificate of Insurance "Weld County, its successors or assigns; its elected officials, employees, agents, affiliated entities, and volunteers as Additional Insureds" for work that is being performed by the Contractor. On insurance policies where Weld County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract. Each insurance policy required by this Agreement must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of the project, and for a longer period of time if required by other provisions in this Agreement. Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of contract. All certificates and any required endorsement(s) shall be sent directly to the County Department Representative's Name and Address. The project/contract number and project description shall be noted on the Certificate of Insurance. The County reserves the right to require complete, certified copies of all insurance policies required by this Agreement at any time, and such shall also be deemed confidential. Any modification or variation from the insurance requirements in this Agreement shall be made by the County Attorney's Office, whose decision shall be final. Such action will not require a formal contract amendment but may be made by administrative action. 15. Additional Insurance Related Requirements. The County requires that all policies of insurance be written on a primary basis, non-contributory with any other insurance coverages and/or self-insurance carried by the County. The Contractor shall advise the County in the event any general aggregate or other aggregate limits are reduced below the required per occurrence limit. At their own expense, the Contractor will reinstate the aggregate limits to comply with the minimum 6 requirements and shall furnish the County with a new certificate of insurance showing such coverage is in force. Commercial General Liability Completed Operations coverage must be kept in effect for up to three (3) years after completion of the project. Contractors Professional Liability (Errors and Omissions) policy must be kept in effect for up to three (3) years after completion of the project. Certificates of insurance shall state that on the policies that the County and State of Colorado Health Care Policy and Financing is required to be named as an Additional Insured, the insurance carrier shall provide a minimum of 30 days advance written notice to the County for cancellation, non -renewal, suspension, voided, or material changes to policies required under this Agreement. On all other policies, it is the Contractor's responsibility to give the County 30 days' notice if policies are reduced in coverage or limits, cancelled or non -renewed. However, in those situations where the insurance carrier refuses to provide notice to County, the Contractor shall notify County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days or receipt of insurer's notification to that effect. The Contractor agrees that the insurance requirements specified in this Agreement do not reduce the liability Contractor has assumed in the indemnification/hold harmless section of this Agreement. Failure of the Contractor to fully comply with these requirements during the term of this Agreement may be considered a material breach of contract and may be cause for immediate termination of the Agreement at the option of the County. The County reserves the right to negotiate additional specific insurance requirements at the time of the contract award. 16. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above -described insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein. Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County. 17. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. 18. Certification of Compliance with Insurance Requirements. The Contractor stipulates that it has met the insurance requirements identified herein. The Contractor shall be 7 responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. 19. Mutual Cooperation. The County and Contractor shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss, including the execution and delivery of any proof of loss or other actions required to effect recovery. 20. Indemnity. The Contractor shall indemnify, hold harmless and, not excluding the County's right to participate, defend the County, its officers, officials, agents, and employees, from and against any and all liabilities, claims, actions, damages, losses, and expenses including without limitation reasonable attorneys' fees and costs, (hereinafter referred to collectively as "claims") for bodily injury or personal injury including death, or loss or damage to tangible or intangible property caused, or alleged to be caused in whole or in part by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Workers' Compensation Law or arising out of the failure of such contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the County shall, in all instances, except for claims arising solely from the negligent or willful acts or omissions of the County, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of award of this contract, the Contractor agrees to waive all rights of subrogation against the County, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the County. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. A failure of Contractor to comply with these indemnification provisions shall result in County's right but not the obligation to terminate this Agreement or to pursue any other lawful remedy. 21. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 22. Examination of Records. To the extent required by law, the Contractor agrees that a duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. Contractor agrees to maintain these documents for three years from the date of the last payment received. 8 23. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes, or Governmental actions. 24. Notices. County may designate, prior to commencement of Work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: a) personal service by a reputable courier service requiring signature for receipt; or b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required and received by the sending party; or Either party may change its notice address(es) by written notice to the other. Notice may be sent to: TO CONTRACTOR: Name: Steve Juntunen Position: Executive Director Address: 3140 19th Street Address: Boulder, Colorado 80304 E-mail: steve(a livewonderyears.com Phone: (720) 401-1574 TO COUNTY: Name: Jamie Ulrich Position: Director Address: P.O. Box A Address: Greeley, Colorado 80632 E-mail: ulrichii@weld.gov Phone: (970) 400-6510 25. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 26. Health Insurance Portability & Accountability Act of 1996 ("HIPAA"). Federal law governing the privacy of certain health information requires a "Business Associate" agreement between Contractor and the County. 45 CFR Section 164.504(e). Attached and incorporated herein by reference as Exhibit C is a HIPAA Business Associate Agreement for HIPAA compliance. 9 27. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Contractors or persons to perform services of the same or similar nature. 28. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 29. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 30. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. Contractor agrees that if Contractor was a former employee of the Department of Human Services, or employs a former employee of the Department of Human Services, that Contractor will also abide by applicable requirements under C.R.S. 24-18-201 et seq. 31. Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. 32. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 33. Non -Waiver. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Contract, the monetary limitations or any other immunities, rights, benefits, and protections, provided by the Colorado Governmental Immunity Act §§24-10-101 et seq., as from time to time amended, or otherwise available to the County, its subsidiary, associated and/or affiliated entities, successors, or assigns; or its elected officials, employees, agents, and volunteers. 34. Force Majeure. Neither the Contractor nor the County shall be liable for any delay in, or failure of performance of, any covenant or promise contained in this Agreement, nor shall any delay or failure constitute default or give rise to any liability for damages if, and only to extent that, such delay or failure is caused by or results from acts beyond the impacted Party's reasonable control, including without limitation, the following "force majeure" events that frustrate the purpose of this Agreement: As used in this Agreement, "force majeure" means acts of God, acts of the public enemy, unusually severe weather, fires, 10 floods, epidemics, quarantines, strikes, labor disputes and freight embargoes, government order or law, action by any governmental authority, and other similar events beyond the reasonable control of the impacted party, to the extent such events were not the result of, or were not aggravated by, the acts or omissions of the non -performing or delayed party. However, if force majeure occurs after the party delays performance, the party shall not be exempted from liability. The Party affected by the force majeure shall make reasonable efforts to reduce the consequences caused by the force majeure. If the force majeure affects the performance of the contract, the party that is subject to force majeure shall promptly notify the other party and submit to the other party a sufficient and valid proof of force majeure within a reasonable period of time. Otherwise, the corresponding liability shall not be waived. 35. No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 36. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado, or its designee. 37. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 38. No Employment of Unauthorized Aliens. Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an unauthorized alien who will perform work under this Agreement (see 8 U.S.C.A. §1324a and (h)(3)), nor enter into a contract with a subcontractor that employs or contracts with an unauthorized alien to perform work under this Agreement. Upon request, contractor shall deliver to the County a written notarized affirmation that it has examined the legal work status of an employee and shall comply with all other requirements of federal or state law, including employment verification requirements contained within state or federal grants or awards funding public contracts. Contractor agrees to comply with any reasonable request from the Colorado Department of Labor and Employment in the course of any investigation. If Contractor fails to comply with any requirement of this provision, County may terminate this Agreement for breach, and if so terminated, Contractor shall be liable for actual and consequential damages. 11 39. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 40. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra -judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. 41. Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. 42. The Contractor agrees to abide by the following CMA policies and procedures located on the CMA website at https://www.weld.gov/Government/Departments/Human- Services/Area-Agency-on-Aging-AAA i. Critical Incidents ii. Mistreatment iii. Human Rights Committee (HRC) IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. ATTEST: BY: COUNTY: BOARD OF COUNTY COMMISSIONERS Clerk o the Board �� W D COUNTY, COLORADO Deputy Clerk to the Bo Buck, Chair AUG 1 12025 Wonder Years, LLC 3140 19th Street Boulder, Colorado 80304 By: Steve Juntunen (Aug 2, 202519:10:28 MDT) Steve Juntunen, Executive Director 08/02/2025 Date: 12 2025-22101 EXHIBIT A SCOPE OF SERVICE I. SERVICES The Contractor will not commence services under this Agreement until services have been approved in the individual's Service Plan. Services to be provided are detailed in the Individual's State Supported Living Services (SLS) or OBRA Service Plan which dictates the type of service as well as timing and frequency of service to be performed. Specific work performance expectations that are deemed appropriate and necessary in order to receive compensation for the work must meet specified State Regulations. The Contractor affirms the following requirements are met, as defined by the State of Colorado: The service to be delivered shall meet all applicable state licensing requirements for the performance of the support or service being provided. Certificate: The service to be delivered shall meet all applicable state certification requirements for the performance of the support or service being provided and program approval. II. TERMS: a. CREDENTIALING CRITERIA: Contractor and its employee(s) and sub-contractor(s) shall remain in good standing with the Colorado Department of Regulatory Affairs (DORA) and may not, at any time during the term of this contract, be listed as excluded or debarred in the System for Award Management (SAM). Contractor shall ensure that all employees/subcontractors who provide services to clients under this contract meet the credentials/qualifications specific to the County's identified credentialing standards and C.R.S Title 12, Article 43 and in the Social Services Manual Volume 7.000.6(M) (12 CCR 2509-4). The County has the right to approve Contractor's employees/subcontractors who will be performing services under this contract prior to the commencement of the work and shall have the right to review the employee(s)'/subcontractor(s)' employment files prior to granting approval. Contractor must retain copies of employee credentialing qualifications and background checks in personnel files and make such records available to the County Representative upon request. Contractor shall obtain reference and background checks, including fingerprint -based police (CBI and/or FBI) checks (if required by statute or regulation or if there will be unsupervised contact with children), checks of County records, and Sexual Offender Registry checks and receive, at minimum,~ preliminary results before assigning/hiring employees/subcontractors to perform under this contract. If the County becomes dissatisfied with Contractor's employee(s)/subcontractor(s), the County will notify Contractor of its concerns about the employee(s)/subcontractor(s). Disciplinary measures, if any, will be the sole responsibility of Contractor. However, if the concerns/issues cannot resolve to the County's satisfaction, Contractor's employee(s)/subcontractor(s) may not 13 be allowed to provide services under this contract. The County reserves the right to review all Contractor's or Sub -Contractors background checks. It is the responsibility of the Contractor to notify the County of results of background checks. b. RECORDS: The Contractor shall maintain a complete file of all records, communications, documents, and other written materials that pertain to the operation of programs or the delivery of services under this agreement and shall maintain such records for a period of six (6) years after the date of termination of this agreement as per State requirements, or for such further period as may be necessary to resolve any matters which may be pending. All files shall be kept at the Contractor's place of business, and the Contractor shall furnish copies of such files, or portions thereof, as requested by the County or its designee. c. INSPECTIONS AND PERFORMANCE MONITORING: The Contractor shall permit the County, the State of Colorado, the Colorado Department of Health Care Policy and Financing, the U.S. Department of Health and Human Services, and any other duly authorized agent or governmental agency (including the Medicaid Fraud Control Unit) to monitor all activities authorized under this agreement. Such monitoring may consist of internal evaluation procedures, examination of data, formal audit, on -site checking, or any other reasonable procedure. Any amounts which have been paid by the County, and which are found to be improper in accordance with the terms of this agreement shall be immediately returned to the County or may be withheld from future payments. Services rendered through State SLS are subject to inspection and recovery by the Department pursuant to 10 C.C.R. 2505-10 Section 8.076. 14 EXHIBIT B RATE SCHEDULE I. Payment Services: a. The Contractor shall invoice the County within four (4) working days of the end of the month in which the services were performed, except at the end of the fiscal year when invoices are due two (2) working days from the end of the fiscal year. Invoices received within this time frame will be paid Net 30 unless otherwise noted on the invoice. Invoices may be sent via email to wccmabillinq(Siweld.gov b. Contractor must include the following detail on invoices in order to be paid for services: i. Name of individual receiving services ii. Dates of Service iii. For services paid in 15 -minute increments, invoice must show the amount of time services were provided in hours or 15 -minute increment iv. Rate per 15 -minute increment or Rate per hour (per State General Fund fee schedule) v. Total Amount Due vi. "No shows" are not billable to Medicaid and will not be reimbursed. Do not include "No shows" in your billing ("No shows" include family cancelling or provider cancelling) c. Rates paid for State SLS, State General Funds and OBRA services can be found on the State Health Care Policy and Financing Website https://hcpf.colorado.gov/provider-rates-fee- schedule. Supplies and Equipment: a. The Contractor shall invoice the County within sixty (60) days of the end of the month in which the client received the supplies and equipment, except at the end of the fiscal year when invoices are due two (2) working days from the end of the fiscal year for all State General Fund invoices. Invoices received within this time frame will be paid Net 30 unless otherwise noted on the invoice. Invoices may be sent via email to wccmabilling@weld.gov b. Contractor must include the following detail on invoices in order to be paid for services: i. Name of individual in services ii. Dates of Supply delivery/pickup iii. Total Amount Due c. Reimbursement for all supplies and equipment will be provided based on the actual purchase price of the item. d. Rates paid for State SLS and OBRA services can be found on the State Health Care Policy and Financing Website https://hcpf.colorado.gov/provider-rates-fee-schedule. II. TERMS In order to comply with HCPF State General Funds reporting requirements, no invoices received from the Contractor after July 3, 2026, for Fiscal Year July 1, 2025 thru June 30, 2026 will be accepted or paid by the County, the date of July 3, 2026 is subject to change pending Fiscal Year 25-26 holiday schedule. Services may be increased or decreased during the term of this agreement by either party due to increased or decreased State funding levels or adjustments to service levels, with the agreement by both parties. 15 In the event that overpayments are made by the County due to the Contractor's omission, error, fraud, or defalcation; or in the event that the State or Federal government seeks to recover from the County any sums of money based upon a claim on behalf of the Contractor after said funds have been paid to the Contractor, the Contractor shall immediately reimburse such funds to The County as allowed by law. The parties understand and agree that the County shall have the right to offset against payments due to the Contractor hereunder, or by other legal means recover any debts owed by the Contractor to the County or to the State. Electronic Visit Verification (EW) is not a requirement for billing State SLS/OBRA services. More information can be found on the HCPF website https://hcpf.colorado.gov/electronic-visit- verification-program-manual#coEWX 16 EXHIBIT C HIPAA BUSINESS ASSOCIATE AGREEMENT This. Business Associate Agreement ("BAA") is entered into by and between the County and the Contractor, referred to as "Business Associate", to set forth the terms and conditions under which protected health information ("PHI"), as defined by the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, Regulations enacted hereunder (HIPAA) , created or received by Business Associate on behalf of County may be used or disclosed. This BAA shall commence on the effective date outlined in Paragraph 3 of the Professional Services Agreement and the obligations herein shall continue in effect so long as Business Associate uses, discloses, creates or otherwise possesses or maintains any PHI created, or received, maintained or transmitted on behalf of County and until all PHI created, received, maintained or transmitted by Business Associate on behalf of County is destroyed or returned to County pursuant to Paragraph 16 herein. 1. The following terms, if and when used in this BAA, shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required by Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. a. Business Associate. "Business Associate" shall generally have the same meaning as the term "business associate" at 45 CFR 160.103. b. Covered Entity. "Covered Entity" shall generally have the same meaning as the term "covered entity" at 45 CFR 160.103. c. HIPAA Rules. "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement rules at 45 CFR Part 160 and Part 164. 2. County and Business Associate hereby agree that Business Associate shall be permitted to use and/or disclose PHI created, received, maintained or transmitted on behalf of County in accordance with this BAA. The permitted uses and disclosures, as may be outlined in a contract or Memorandum of Understanding, must be within the scope of, and necessary to achieve, the obligations and responsibilities of the Business Associate in performing on behalf of, or providing services to, County, or as Required by Law. Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by County except for the specific uses and disclosures set forth herein. 3. Business Associate acknowledges Business Associate is required by law to comply with the HIPAA Security Rule (45 CFR 164.302 through 164.318), the use and disclosure provisions of the HIPAA Privacy Rule and the Health Information Technology for Economic and Clinical Health Act (HITECH). To the extent Business Associate is to carry out one or more of County's obligations under Subpart E of 45 CFR Part 164, Business Associate hereby agrees to comply with the requirements of Subpart E that apply to County in the performance of such obligations. 17 4. Business Associate may use and disclose PHI created or received by Business Associate on behalf of County if necessary for the proper management and administration of Business Associate or to carry out Business Associate's legal responsibilities, provided that: a Any disclosure is required by law; or b. Business Associate obtains reasonable assurances from the person to whom the PHI is disclosed that (i) the PHI will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person; and (ii) the Business Associate will be notified of any instances of which the person is aware in which the confidentiality of the information is breached. 5. Business Associate hereby agrees to maintain the security and privacy of all PHI in a manner consistent with state and federal laws and regulations, including HIPAA, HITECH, 42 CFR Pt. 2 if applicable, and all other applicable laws. 6. Business Associate shall ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information. Business Associate shall not disclose PHI created or received by Business Associate on behalf of County to a person, including any agent or subcontractor of Business Associate but not including a member of Business Associate's own workforce, until such person agrees in writing to be bound by provisions not less restrictive than this BAA and applicable state or federal law. 7. Business Associate shall not disclose PHI to any member of its workforce unless Business Associate has advised such person of Business Associate's privacy and security obligations under this Agreement, including the consequences for violation of such obligations. Business Associate shall take appropriate disciplinary action against any member of its workforce who uses or discloses PHI in violations of this Agreement and applicable law, in addition to meeting its reporting obligations owed to County hereunder. 8. Business Associate represents and warrants that it will use and disclose PHI in accordance with the Privacy Rule's "minimum necessary" standards by taking reasonable steps to limit uses and disclosures to the minimum amount of PHI required in accomplishing the intended purpose and consistent with the County's minimum necessary policies and procedures. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of PHI not permitted by this Agreement or applicable law. 9. Business Associate agrees to maintain a record of its disclosures of PHI, including disclosures not made for the purposes of this Agreement. Such record shall include the date of the disclosure, the name and, if known, the address of the recipient of the PHI, the name of the individual who is the subject of the PHI, a brief description of the PHI disclosed, and the purpose of the disdosure consistent with enabling County to meet its accounting of disclosure obligations under the HIPAA Rules. Business Associate shall make such record available to County within thirty (30) days of a request and shall 18 include disclosures made on or after the date which is six (6) years prior to the request. Business Associate shall not be required to maintain a record of disclosures of PHI made for the following purposes, unless such disclosures become mandatory for accounting of disclosure purposes under HIPAA: a For the purpose of treatment, payment or health care operations (as those terms are defined under HIPAA); b. To an individual who is the subject of the PHI; and c. Pursuant to an Authorization which is valid under HIPAA. 10. Business Associate agrees to report to County any unauthorized use or disclosure of PHI by Business Associate or its workforce or subcontractors within ten (10) days and the remedial/mitigating action taken or proposed to be taken with respect to such use or disclosure and account for such disclosure. 11. In the event of a or Security Incident involving the County's PHI, Business Associate shall provide County a report including patient name, contact information, nature/cause of the breach, PHI breached and the date or period of time during which the breach occurred. Business Associate understands that such a report must be provided to County within ten (10) days from the date of the breach or the date the breach should have been known to have occurred, or as soon as possible upon discovery (not to exceed 10 days from the date of the breach/breach discovery). Business Associate is responsible for any actual and direct costs related to notification of individuals or next of kin (if the individual is deceased) of any successful Security Incident or Breach reported or caused by Business Associate to County. 12. Business Associates agrees to make its internal practices, books, and records relating to the use and disclosure of PHI received from County or created or received by Business Associate on behalf of County, available to the Secretary of the United States Department of Health and Human Services, for purposes of determining the County's and/or Business Associate's compliance with HIPAA. 13. Within ten (10) days of a written request by County, Business Associate shall allow a person who is the subject of PHI, such person's legal representative, or County to have access to and to copy such person's PHI maintained by Business Associate. Business Associate shall provide PHI in the format requested by such person, legal representative, or County unless it is not readily producible in such format, in which case it shall be produced in standard hard copy format. Business Associate shall forward any request for access to PHI by an individual to County promptly upon receipt thereof. 14. Business Associate agrees to amend, pursuant to a request by County, PHI maintained and created or received by Business Associate on behalf of County. Business Associate further agrees to complete such amendment within ten (10) days of a written request by County, and to make such amendment as directed by County. Business Associate shall forward any request for amendment by an individual to County promptly upon receipt thereof. 19 15. County shall notify Business Associate of any changes in, or revocation of, the permission by an individual to use or disclose his or her PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI. 16. In the event Business Associate fails to perform its obligations under this Agreement, County may, at its option: a. Require Business Associate to submit to a plan of compliance, including monitoring by County and reporting by Business Associate, as County, in its sole discretion, determines necessary to maintain compliance with this Agreement and applicable law. Such plan shall be incorporated into this Agreement by amendment hereto; b. Require Business Associate to mitigate any loss occasioned by the unauthorized disclosure or use of PHI; and c. Immediately discontinuing providing PHI to Business Associate with or without written notice to Business Associate. 17. County may immediately terminate this and related agreements if County determines that Business Associate has breached a material term of this Agreement. Alternatively, County may choose to: (i) provide Business Associate with ten (10) days written notice of the existence of an alleged material breach and (ii) afford Business Associate an opportunity to cure said alleged material breach to the satisfaction of County within ten (10) days of receipt of notice. Business Associate's failure to cure shall be grounds for immediate termination of this BAA. County's remedies under this BAA are cumulative and the exercise of any remedy shall not preclude the exercise of any other. 18.After termination or expiration of the Underlying Agreement for any reason, Business Associate with respect to PHI received created or maintained from or on behalf County, shall: (i) retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; (ii) destroy (subject to the Underlying Agreement) the remaining PHI that the Business Associate still maintains in any form; and (iii) not use or disclose the PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions set out in this BAA which applied before termination. If the destruction of the PHI is not feasible, in Business Associate's discretion, Business Associate shall notify County of the reasons destruction is not feasible and Business Associate shall continue to for as long as Business Associate retains the PHI. This section shall survive termination of this BAA.• 19. Upon termination of this BAA for any reason, Business Associate, with respect to PHI received from County, or created, maintained, transmitted, or received by Business Associate on behalf of County, shall: a. Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities. b. Return to County the remaining PHI that the Business Associate still maintains in any form or destroy said PHI. c. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR part 164 with respect to electronic protected health information to prevent use 20 or disclosure of the PHI, other than as provided for in this Section, for as long as Business Associate retains the PHI. d. Not use or disclose the PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions which applied prior to termination. e. Return to County or destroy the PHI retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities. The provisions of this section shall survive the BAA's termination. 20. The parties agree to amend this Agreement in order to maintain compliance with State or Federal law. County shall provide ten (10) days prior written notice to Business Associate of a need to amend the BAA and propose such amendments for Business Associate's consideration. Upon written agreement between the parties, such amendment shall be binding upon the parties. Either party may elect to terminate the BAA and any underlying service agreement(s) if an amendment is not able to be agreed upon within a reasonable timeframe from an amendment's commencement. All duties hereunder to maintain the security and privacy of PHI shall survive such termination. County and Business Associate may otherwise amend this Agreement by mutual written consent. 21.To the fullest extent permitted by law, each party (the "Indemnifying Party") shall indemnify the other party, and its officers, directors, employees and agents (collectively the "Indemnified Parties"), against any and all claims brought by or directly resulting from third parties, including reasonable attorneys' fees (the "Third Party Losses"), to the extent Third Party Losses are proximately caused by a breach of this BAA by the Indemnifying Party, each by the Indemnifying Party or its employees, directors, officers, subcontractors, and agents. The Indemnifying Party shall have the right to control the defense or settlement of such third -party claim, subject to the reasonable participation of, and approval by, the Indemnified Parties of any such settlement or defense strategy. The foregoing indemnification shall not apply to the extent such claims arise out of (i) the Indemnified Party's negligence or willful misconduct, or (ii) the negligence or willful misconduct of any subcontractor or agent other than Business Associate under the Indemnified Party's control. 21 SIGNATURE REQUESTED: Weld/Wonder Years CMA PSA 2026 Final Audit Report 2025-08-03 Created: 2025-07-31 By: Sara Adams (sadams@weld.gov) Status: Signed Transaction ID: CBJCHBCAABAAh38pyvudHO_W01FsXTUW5t1IhwUfoSkF "SIGNATURE REQUESTED: Weld/Wonder Years CMA PSA 20 26" History .5 Document created by Sara Adams (sadams@weld.gov) 2025-07-31 - 9:31:36 PM GMT- IP address: 204.133.39.9 C'► Document emailed to Steve Juntunen (steve@livewonderyears.com) for signature 2025-07-31 - 9:32:11 PM GMT ,t Email viewed by Steve Juntunen (steve@livewonderyears.com) 2025-08-01 - 1:46:51 PM GMT- IP address: 66.102.6.227 t Email viewed by Steve Juntunen (steve@livewonderyears.com) 2025-08-03 - 1:09:52 AM GMT- IP address: 66.102.6.232 tfro Document e -signed by Steve Juntunen (steve@livewonderyears.com) Signature Date: 2025-08-03 - 1:10:28 AM GMT - Time Source: server- IP address: 174.29.184.197 O Agreement completed. 2025-08-03 - 1:10:28 AM GMT Powered by Adobe Acrobat Sign ACORD® CERTIFICATE OF PROPERTY INSURANCE DATE(MM/DD/YYYY) 12/08/2024 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. PRODUCER CONTACT NAME: Hiscox Inc. 5 Concourse Parkway PHONE 844-357-0403 FAX Eatt: (ac, NO: aLo. ADDREss: contact(ohiscox.com Suite 2150 Atlanta GA, 30328 PRODUCER CUSTOMER ID: INSURER(S) AFFORDING COVERAGE NAIL # INSURED /55//HERO. Hiscox Insurance Company Inc. 10200 Wonder Years 3140 19th Street Boulder, CO 80304 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: LOCATION OF PREMISES / DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) 3140 19th Street, Boulder, CO 80304 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 MAYBE 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. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DDIYYYY) COVERED PROPERTY LIMITS A X PROPERTY CAUSES OF LOSS DEDUCTIBLES P100.058.817.5 01/22/2025 01/22/2026 BUILDING X PERSONAL PROPERTY X BUSINESS INCOME X EXTRA EXPENSE RENTAL VALUE BLANKET BUILDING BLANKET PERS PROP BLANKET BLDG & PP $ $ $ 10,000 $ BASIC BUILDING $ BROAD CONTENTS $ 500 $ X SPECIAL $ EARTHQUAKE $ WIND $ FLOOD INLAND MARINE CAUSES OF LOSS NAMED PERILS TYPE OF POLICY $ $ $ POLICY NUMBER CRIME TYPE OF POLICY $ $ -I BOILER d MACHINERY / EQUIPMENTBREAKDOWN $ $ SPECIAL CONDITIONS / OTHER COVERAGES (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. AUTHORIZED REPRESENTATIVE i ACORD 24 (2016103) © 1995-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACCO® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYY`() 12/08/2024 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 HiSCOX Inc. 5 Concourse Parkway Suite 2150 Atlanta GA, 30328 CONTACT NAME: R,10.70. FAX (ANo. Ex. (888) 202-3007 (A/C, No): ADDRESS: Contact OehISCOX.COm INSURER(S) AFFORDING COVERAGE NAIL INSURER A: Hiscox Insurance Company Inc 10200 INSURED Wonder Years 3140 19th Street Boulder, CO 80304 INSURER B : INSURER C : INSURER D : INSURER E : 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. INS: TYPE OF INSURANCE LTR ADDL SUER INSD WVD POLICY NUMBER POLICY EFF fag= POLICY EXP (M IC E/Y Y1� LIMITS X X COMMERCIAL GENERAL LIABILITY CLAIMSMADE OCCUR CGL is on BOP Form P100.058.817.5 01/22/2025 01/22/2026 EACH OCCURRENCE $ 1,000,000 PREM SES Ea occurrence) I 0 MED EXP (Any one person) $ 5,000 pERSONAL&ADVINJURY $ 1,000,000 A GENERAL AGGREGATE $ 2,000,000 GENII X AGGREGATE LIMIT APPLIES PER: POLICY El MT ❑ LOC JEC OTHER: PRODUCTS - COMP/OP AGG $ 2,000,000 AUTOMOBILE --1 A X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED NON -OWNED X AUTOS P100.058.817.5 01/22/2025 01/22/2026 COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ INJURY (per BODILY INJU(Per accident) $ DAMAGE (Per accident) $ CGL HNOA Limit (per OCCURenC@) $ 1,000,000 UMBRELLA LIAR EXCESS LIAR OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y / N ANYPROPRIETOR/PARTNERIEXECUTIVE ❑ OFF aTA EMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A I STATUTE I I RP - E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) 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. AUTHORIZED REPRESENTATIVE i I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD A�C_'ORCJ�' CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 02/10/2025 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 be endorsed. If SUBROGATIONIS 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 NUTMEG INS AGENCY INC/PHS 76210775 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (888) 925-3137 FAX (A/C, No, Eat): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIL# INSURED Wonder Years, LLC 3140 19TH ST BOULDER CO 80304-2723 INSURER A : Hartford Insurance Company of Illinois 38288 INSURER B : INSURER C : INSURER D : INSURER E : 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. INSR LTR TYPE OF INSURANCE ADDL INSR SUER WVD POLICY NUMBER POLICY EFF IMM/DD/YYYY) POLICY EXP IMM/DDIY YYY) LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑ OCCUR EACH OCCURRENCE DAMAGE TO RENTED PREMISES IEa occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE GEM_ AGGREGATE LIMIT APPLIES PER: -1POLICY ❑ PRO- ❑ LOC JECT OTHER: PRODUCTS - COMP/OP AGG AUTOMOBILE LIABILITY ANY AUTO ALL OWNED _ AUTOS HIRED AUTOS SCHEDULED _ AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) _ UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DEDI 'RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY VS OFFICERPROPRIETOR/PARTNER/EXECUTIVE C /MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA 76WEGAK2E8E 01/26/2025 01/26/2026 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $100,000 E.L. DISEASE -EA EMPLOYEE $100,000 E.L. DISEASE - POLICY LIMIT $500,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION Wonder Years LLC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 3140 19TH ST BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED BOULDER CO 80304-2723 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE d' ofC�: > ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD n,A HISCOX SCOX encourage courage Hiscon Insurance Company Inc. Your Insurance Documents Enclosed you will find the policy documents that make up your insurance contract with us. Please read through all of these documents. If you have any questions or need to update any of your information please call us at 844-357-0840 (Mon -Fri, lam-10pm ET). Your insurance documents Declarations Page This contains specific policy information, such as the limits and deductibles you have selected. Policy Wording This details the terms and conditions of your coverage, subject to policy endorsements. Endorsements These documents modify the Policy Wording or Declarations Page. These include relevant terms and conditions as required by your state and are part of your policy. Notices These documents provide information that may affect your coverage such as optional terrorism coverage (if purchased) and other important items required by your state. Application Summary This is a summary of the information that you provided to us as part of your application. Please review this document and let us know if any of the information is incorrect. Reporting a claim Please inform us immediately if you have a claim or loss to report. Please have your policy number available, which can be found on the declarations page, so we can handle your call quickly. Contact us via the methods below or file a claim using our online form at https://www.hiscox.com/manage-your-policy/claims-center. Email: reportaclaim@hiscox.com Phone: 866-424-8508 Mail: Hiscox Claims Center 5 Concourse Parkway Suite 2150 Atlanta, GA 30328 H I SCOX encourage courage° Declarations Page e1�A H I SCOX HISCOX INSURANCE COMPANY INC. (A Stock Company) encourage courage' 104 South Michigan Avenue, Suite 600, Chicago, IL 60603 (914) 273-7400 Professional Liability Errors & Omissions Insurance Declarations This is a "Claims Made and Reported" Policy in which Claim Expenses are included within the Limit of Liability unless otherwise noted. Those words (other than the words in the captions) which are printed in Boldface are defined in the Policy. Declaration Effective Date: Policy No.: Renewal of: 1. Named Insured: 2. Address: Email Address: 3.A. Limit of Liability: 3.B. 4. Deductible: 5. Notice: 6. Policy period: 7. Retroactive Date: 8. Premium: 9. Attachments: January 22, 2025 P100.056.640.5 P100.056.640.4 Wonder Years 3140 19th Street Boulder, CO 80304 steve@livewonderyears.com $2,000,000 Each Claim $2,000,000 Aggregate for all Claims $1,000 Each Claim Phone: Email: Mail: 866-424-8508 reportaclaim@hiscox.com Hiscox 5 Concourse Parkway, Suite 2150 Attn: Direct Claims Atlanta GA, 30328 From: January 22, 2025 To: At 12:01 A.M. (Standard Time) at the address shown above. January 1, 2018 $1,646.00 January 22, 2026 DPL D001 CW (11/19) - Professional Liability Errors & Omissions Insurance Declarations DPL P001 CW (05/13) - Professional Liability Coverage Form DPL E5424 CW (02/15) - Blanket Additional Insured Endorsement DPL E5038 CW (08/15) - Instructional Training Services Endorsement DPL E5103 CO (01/10) - Colorado Amendatory Endorsement DPL E1901 CW (08/21) - Cyber Incidents Exclusion Endorsement DPL E1919 CW (03/23) - War, Civil War, Cyberwarfare, and NCBR Exclusion Endorsement DPL E1918 CW (03/23) - Cannabis Exclusion Endorsement DPL E0003 CW (08/23) - Misappropriation of Funds Exclusion Endorsement DPL D001 CW (11/19) Page 1 HISCOX encourage courage° HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600, Chicago, IL 60603 (914) 273-7400 DPL E0005 CW (12/23) - Anti -Stacking Endorsement (Single Limit) INT N002 CO (03/09) - Important Notice To Colorado Policyholders INT N003 CW (01/19) - Policyholder Notice Electronic Delivery INT N001 CW (01/09) - Economic And Trade Sanctions Policyholder Notice IN WITNESS WHEREOF, the Insurer indicated above has caused this Policy to be signed by its President and Secretary, but this Policy shall not be effective unless also signed by the Insurer's duly authorized representative. President Secretary Authorized Representative Date: January 22, 2025 DPL D001 CW (11/19) Page 2 4. HISCOX encourage courage• Policy Wording HISCOX PROFESSIONAL LIABILITY - US DIRECT ERRORS AND OMISSIONS INSURANCE © Hiscox Inc. All rights reserved. DPL P001 CW (05/13) • (5 HISCOX ABOUT THIS POLICY The Hiscox Professional Liability — US Direct policy is designed to offer coverage for the risks entities face in performing their Professional Services. We urge You to read this Policy carefully so You understand the insurance that You have purchased, and the full extent of Your and Our rights and duties under this Policy. Please note that all words and phrases that appear in bold -type (except headings) have special meaning and are defined in the Definitions section of this Policy. Coverage for all Claims is subject to the entire terms and conditions of the policy. Coverage for Claims Made Against You You have purchased insurance that provides coverage for Claims made against You. We will pay Damages on Your behalf for any Claim that falls within the Insuring Agreement and within all of the terms and conditions outlined in the policy. Covered Claims are for Your Wrongful Acts in providing or failing to provide Professional Services. To determine who is an Insured please refer to the Definitions and Spousal and Domestic Partner section of the policy. Additionally, for coverage to apply, You must comply with all Your obligations as outlined in the Notice of Claims, Notice of Potential Claims, and the rest of the policy. The most We will pay is outlined in the Limits of Liability Section and items We will not pay are outlined in the Exclusions section. You are responsible for payments as outlined in the Deductible section. 2 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 1,A H I SCOX In consideration of the premium charged and in reliance on the statements made and information provided to Us, including but not limited to the statements made and information provided in and with the Application, which is made a part of this Policy, as well as subject to the Limits of Liability, the Deductible and all of the terms, conditions, limitations and exclusions of this Policy, We and You agree as follows: I. INSURING AGREEMENT, DEFENSE AND SETTLEMENT A. INSURING AGREEMENT We shall pay on Your behalf Damages and Claim Expenses in excess of the Deductible resulting from any covered Claim that is first made against You during the Policy Period and reported to Us pursuant to the terms of the Policy for Wrongful Acts committed on or after the Retroactive Date. We shall also pay on Your behalf all Supplemental Payments in connection with any covered Claim that is first made against You during the Policy Period and reported to Us pursuant to the terms of the Policy for Wrongful Acts committed on or after the Retroactive Date. No Deductible shall apply to Supplemental Payments. B. DEFENSE 1. We shall have the right and the duty to defend any covered Claim, even if such Claim is groundless, false or fraudulent. 2. We shall have the right to appoint defense counsel upon being notified of such Claim. 3. Notwithstanding paragraph 2., We shall have no obligation to pay Claim Expenses until You have satisfied the applicable Deductible. 4. Our duty to defend shall terminate upon the exhaustion of the Limit of Liability as set forth in Item 3. of the Declarations. C. SETTLEMENT 1. We shall have the right to solicit and negotiate settlement of any Claim. 2. We shall not, however, enter into a settlement without Your prior consent, which consent shall not be unreasonably withheld. 3. If You shall refuse to consent to any settlement recommended by Us, Our liability for such Claim shall not exceed the amount for which such Claim could have been settled plus Claim Expenses incurred up to the date of such refusal. 3 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. "I, HISCOX II. NOTICE OF CLAIMS AND NOTICE OF POTENTIAL CLAIMS A. NOTICE OF CLAIMS 1. As a condition precedent to any coverage under this Policy, You shall give written notice to Us of any Claim as soon as practicable, but in all events no later than: a. the end of the Policy Period (or any purchased Optional Extended Reporting Period); or b. 60 days after the end of the Policy Period (or any purchased Optional Extended Reporting Period) so long as such Claim is made within the last 60 days of such Policy Period (or any purchased Optional Extended Reporting Period). 2. Such notice shall be sent to Us at the address set forth in Item 5. of the Declarations. 3. Such notice shall include any and all documents related to such Claim, including every demand, notice, summons or other applicable information received by You or by Your representative. B. NOTICE OF POTENTIAL CLAIMS If You first become aware during the Policy Period of any Wrongful Act that might be reasonably likely give rise to a covered Claim, You may give written notice to Us of such potential Claim during the Policy Period. Such notice must include to the fullest extent possible: 1. the identity of the potential claimant; 2. the identity of the person(s) who allegedly committed the Wrongful Act; 3. the date of the alleged Wrongful Act; 4. specific details of the alleged Wrongful Act; and 5. any written notice from the potential claimant describing the Wrongful Act. If such notice is accepted as a "potential Claim," then any actual Claim that is subsequently made shall be deemed to have been first made on the date such "potential Claim" was first reported to Us. Provided, however, You may not report "potential Claims" during any purchased Optional Extended Reporting Period. C. OPTIONAL EXTENDED REPORTING PERIOD 1. If We or the Named Insured cancel or non -renew this Policy (as described by Endorsement hereto), then the Named Insured shall have the right to purchase for an additional premium an Optional Extended Reporting Period. Provided, 4 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. HISCOX however, the right to purchase an Optional Extended Reporting Period shall not apply if: a. this Policy is canceled by Us for nonpayment of premium (as described by Endorsement hereto); or b. the total premium for this Policy has not been fully paid. 2. The Optional Extended Reporting Period will apply only to Claims that: a. are first made against You and reported to Us during such Optional Extended Reporting Period; and b. are for Wrongful Acts committed on or after the Retroactive Date but prior to the effective date of cancellation or non -renewal (as described by Endorsement hereto). 3. The additional premium for such Optional Extended Reporting Period shall not exceed 200% of the annualized expiring premium for an Optional Extended Reporting Period of 3 years. The additional premium for such Optional Extended Reporting Period shall be fully earned at the inception of such Optional Extended Reporting Period. 4. Notice of election and full payment of the additional premium for the Optional Extended Reporting Period must be received within 30 days after the effective date of cancellation or non -renewal (as described by Endorsement hereto). In the event the additional premium is not received within the 30 days, any right to purchase the Optional Extended Reporting Period shall lapse and no further Optional Extended Reporting Period shall be offered. The Limits of Liability applicable during any purchased Optional Extended Reporting Period shall be the remaining available Limits of Liability under this canceled or non -renewed Policy (as described by Endorsement hereto). There shall be no separate or additional Limit of Liability available for any purchased Optional Extended Reporting Period and the purchase of any Optional Extended Reporting Period shall in no way increase the Limit of Liability set forth in Item 3. of the Declarations. III. EXCLUSIONS This Policy does not apply to and We shall have no obligation to pay any Damages, Claim Expenses or Supplemental Payments for any Claim: A. based upon or arising out of any actual or alleged fraud, dishonesty, criminal conduct, or any knowingly wrongful, malicious, or intentional acts or omissions; provided, however, that: 1. We will pay Claim Expenses until there is a final adjudication establishing such conduct, at which time You shall reimburse Us for such Claim Expenses; and 2. this exclusion shall not apply to otherwise covered intentional acts or omissions resulting in a Personal Injury. 5 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. •1t1+ H I SCOX B. based upon or arising out of any actual or alleged gaining of any profit or advantage to which You were not legally entitled. C. based upon or arising out of any actual or alleged wrongful termination, retaliation or discrimination against or harassment of any past, present, future or potential Employee, including but not limited to any violations of federal, state or local statutory or common law. D. based upon or arising out of any actual or alleged Wrongful Act that 1. was committed prior to the Retroactive Date; 2. has been the subject of any notice given under any other policy of which this Policy is a renewal or replacement; or 3. You had knowledge of prior to the Policy Period and had a reasonable basis to believe that such Wrongful Act could give rise to a Claim; provided, however, that if this Policy is a renewal or replacement of a previous policy issued by Us providing materially identical coverage, the Policy Period referred to in this paragraph will be deemed to refer to the inception date of the first such policy issued by Us. E. brought by or on behalf of any federal, state or local government agency or professional or trade licensing organization; provided, however, this exclusion shall not apply to claims brought in their capacity as a client receiving Your Professional Services. F. brought by or on behalf of one Insured against another Insured. G. brought by or on behalf of any person or entity maintaining Effective Control of You. H. based upon or arising out of any actual or alleged violation of the following laws, including any similar provisions of any federal, state or local statutory or common law: 1. the Securities Act of 1933 (as amended); 2. the Securities Exchange Act of 1934 (as amended); 3. any state blue sky or securities laws (as amended); 4. the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. § 1961 et seq. (as amended); 5. the Employee Retirement Income Security Act of 1974 (as amended); including any rules or regulations promulgated thereunder. I. based upon or arising out of any actual or alleged obligation under any Workers' Compensation, Unemployment Compensation, Employers Liability or Disability Benefit Law, including any similar provisions of any federal, state or local statutory or common law. J. based upon or arising out of any actual or alleged liability of others that You assume under any contract or agreement unless such liability would have attached in the absence of such contract or agreement. 6 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 4e. HISCOX K. based upon or arising out of any actual or alleged Bodily Injury or Property Damage. L. based upon or arising out of any actual, alleged or threatened discharge, dispersal, release or escape of Pollutants, including any direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize Pollutants. M. based upon or arising out of any actual or alleged infringement of any copyright, trademark, trade dress, trade name, service mark, service name, title, slogan or patent or theft of trade secret. N. based upon or arising out of any actual or alleged false or deceptive advertising of Your goods or services or misrepresentation in advertising of Your goods or services, including but not limited to any wrongful description of prices of Your goods or services or the quality or performance of Your goods or services. O. based upon or arising out of any actual or alleged breach of contract or breach of any implied or express warranty or guarantee; provided, however, this Exclusion shall not apply to: 1. any obligation you have to perform your Professional Services with reasonable skill or care; or 2. any liability You would have had in absence of such contract, warranty or guarantee. P. based upon or arising out of any actual or alleged violation of any federal, state or local statutes, ordinances or regulations regarding or relating to unsolicited telemarketing, solicitations, emails, faxes or any other communications of any type or nature, including but not limited to any "anti-spam" and "do -not -call" statutes, ordinances, or regulations. Q. based upon or arising out of any actual or alleged failure to procure or maintain adequate insurance or bonds. R. based upon or arising out of any actual or alleged failure to protect any non-public, personally identifiable information in Your care, custody or control. S. based upon or arising out of any actual or alleged actuarial services, medical or nursing services, insurance agent/broker services, legal services or services as an architect or engineer. IV. LIMITS OF LIABILITY, DEDUCTIBLE AND RELATED CLAIMS A. LIMIT OF LIABILITY DPL P001 CW (05/13) 7 © Hiscox Inc. All rights reserved. H I SCOX Regardless of the number of Claims made during the Policy Period (or applicable Extended Reporting Period), the maximum that We shall be liable to pay for all covered Damages, Claim Expenses and Supplemental Payments shall be as follows: 1. The amount set forth in Item 3.A. of the Declarations as "Each Claim" shall be the maximum amount for each covered Claim. 2. The amount set forth in Item 3.B. of the Declarations as "Aggregate for all Claims" is the maximum amount for all Claims combined. 3. Notwithstanding 1. and 2. above, Our liability for Supplemental Payments shall not exceed $250 per day for each insured up to $5,000 per Claim, which amounts shall reduce the amounts described in 1. and 2. above. B. DEDUCTIBLE 1. We shall not be responsible for payment of Damages or Claims Expenses until the Deductible amount has been satisfied. 2. We may at Our discretion advance payment of Damages or Claims Expenses within the Deductible amount on Your behalf, but You shall reimburse Us for any such amounts as soon as We request such reimbursement. 3. No Deductible amount shall apply to Supplemental Payments. C. RELATED CLAIMS For purposes of the applicable Deductible and Limit of Liability, all Claims based upon or arising out of continuous, repeated, related or interrelated Wrongful Acts shall be considered a single Claim first made against You in the Policy Period the first such Claim was made. V. OTHER MATTERS AFFECTING COVERAGE A. ESTATES, HEIRS, LEGAL REPRESENTATIVES, SPOUSES & DOMESTIC PARTNERS This Policy shall apply to Claims brought against: 1. the heirs, executors, administrators, trustees in bankruptcy, assignees and legal representatives of any Insured in the event of such Insured's death or disability; or 2. the legal spouse or legal domestic partner of any Insured; but only: 1. for the Wrongful Acts of such Insured; or 8 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. HISCOX 2. in connection with their ownership interest in property which the claimant seeks as recovery for actual or alleged Wrongful Acts of such Insured. B. INSURED DUTY TO COOPERATE You shall have the duty to cooperate with Us in the defense, investigation and settlement of any Claim, including but not limited to: 1. upon request, submit to examination and interrogation under oath by Our representative; 2. attend hearings, depositions and trials as requested by Us; 3. assist in securing and giving evidence and obtaining the attendance of witnesses; 4. provide written statements to Our representative and meet with such representative for the purpose of investigation and/or defense; and 5. provide all documents We may reasonably require. C. INSURED OBLIGATION NOT TO INCUR EXPENSE OR ADMIT LIABILITY You shall not, except at Your own cost, make any payment, incur any expense, admit any liability, settle any Claim or assume any obligation without Our prior consent. D. ACTION AGAINST THE INSURER No action shall be taken against Us unless: 1. You have complied fully with all the terms and conditions of this Policy; and 2. the amount of Your obligation to pay shall have been finally determined either by judgment against You after actual trial, or by written agreement between You, Us and the claimant. No person or organization shall have any right under this Policy to join Us as a party to any Claim against You nor shall We be impleaded by You or Your legal representatives in any such Claim. E. OTHER INSURANCE This Policy shall be excess insurance over any other valid and collectable insurance available to You, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as a specific excess insurance over the Limit of Liability provided in this Policy. F. SUBROGATION 1. In the event of any payment by Us under this Policy, We shall be subrogated to all of Your rights of recovery to such payment. 2. You shall do everything that may be necessary to secure and preserve such subrogation rights, including but not limited to the execution of any documents necessary to allow Us to bring suit in Your name. 9 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. ^,A H I SCOX 3. You shall do nothing to prejudice such subrogation rights without first obtaining Our written consent. 4. Any recovery shall first be paid to Us up to the amount of any Damages, Claim Expenses or Supplemental Payments that We have paid. Any remaining amounts shall be paid to You. 5. Notwithstanding the above, no subrogation shall be had against any Insured. G. ALTERATION AND ASSIGNMENT No change in, modification of or assignment of interest under this Policy shall be effective unless made by written endorsement to this Policy signed by Our authorized representative. H. REPRESENTATIONS As a condition precedent of Our obligations under this Policy, You represent that: 1. the statements and representations made by You in the Application are true and are the basis of the Policy and are to be considered as incorporated into and constituting a part of this Policy; 2. the statements and representations made by You in the Application shall be deemed material to the acceptance of the risk assumed by Us under the Policy; 3. this Policy is issued in reliance upon the truth of the statements and representations made by You in the Application; and 4. in the event the Application contains misrepresentations which materially affect the acceptance of the risk assumed by Us under this Policy, this Policy shall be void ab initio. I. BANKRUPTCY OR INSOLVENCY Your bankruptcy or insolvency shall not relieve Us of any of Our obligations under this Policy. J. TERRITORY This Policy shall apply to Wrongful Acts committed anywhere in the world, provided that any action, arbitration, or other proceeding for, in relation to, or arising from the Claim is brought within the United States, its territories or possessions, or Canada. K. FALSE OR FRAUDULENT CLAIMS If any Insured shall commit fraud in proffering any Claim or regarding the amount or otherwise, this Insurance shall become void as to such Insured from the date such fraudulent claim is proffered. L. NAMED INSURED RESPONSIBILITIES 10 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. HISCOX VI. DEFINITIONS It shall be the responsibility of the Named Insured to act on behalf of all other Insureds with respect to the following: 1. giving and receiving notice of cancellation and/or non -renewal (as described by Endorsement hereto); 2. payment of premium 3. receipt of return premiums; 4. acceptance of changes to this Policy; and 5. payment of Deductibles. M. EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit Your books and records as they related to this Policy at any time during the Policy Period (or any purchased Optional Extended Reporting Period) or up to three years after the end of the Policy Period (or any purchased Optional Extended Reporting Period). N. TITLES Titles of sections of and endorsements to this Policy are inserted solely for convenience of reference and shall not be deemed to limit, expand or otherwise affect the provisions to which they relate. A. Application means the signed application for the Policy, whether submitted on-line, over the phone or on paper, including any attachments and other materials or statements submitted in conjunction therewith. If this Policy is a renewal or replacement of a previous policy or policies issued by Us, Application shall also include all signed applications and other materials that were submitted therewith and attached thereto. B. Bodily Injury means physical injury to or sickness, disease or death of a person, or mental injury, mental anguish, emotional distress, pain or suffering, or shock sustained by a person. C. Claim means any written demand for Damages or for non -monetary relief. D. Claim Expenses means the following that are incurred by Us or by You with Our prior written consent: 1. all reasonable and necessary fees, costs and expenses (including the fees of attorneys and experts) incurred in the investigation, defense and appeal of a Claim; and 2. premiums on appeal bonds, attachment bonds or similar bond. Provided, however, We shall have no obligation to apply for or furnish any such bonds. Claim Expenses shall not mean and We shall not be obligated to pay: 1. salaries, wages or expenses other than Supplemental Payments; or 11 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. •l,A H I SCOX 2. the defense of any criminal investigation, criminal grand jury proceeding, or criminal action. E. Damages means a monetary judgment or monetary award that You are legally obligated to pay (including pre- or post -judgment interest) or a monetary settlement negotiated by Us with Your consent. Damages shall not mean and We shall not be obligated to pay: 1. fines, penalties, taxes, sanctions levied against You; 2. any punitive or exemplary damages or that portion of any multiplied damages award which exceeds the damage award so multiplied, provided, however, that, if such damages are otherwise insurable under applicable law and regulation, We will pay an award of punitive or exemplary damages in excess of the Deductible and up to a maximum sum of $250,000. This limit shall be a part of and not in addition to the Limit of Liability set forth in Items 3. of the Declarations; 3. the return, reduction or restitution of Your fees, commissions, profits, or charges for goods provided or services rendered, including any over -charges or cost over -runs; 4. liquidated damages; or 5. Your cost of complying with injunctive relief. F. Effective Control means: 1. ownership of more than 50% of the issued and outstanding voting securities; or 2. having the right pursuant to written contract, by-laws, charter, operating agreement or similar documents to elect, appoint or designate a majority of the board of directors, management committee members of a partnership or the members of the management board of a limited liability company (or equivalent management structure). G. Employee means any past, present or future: 1. employee (including any part-time, seasonal or temporary employee or any volunteer); 2. partner, director, officer, member or board member (or equivalent position); 3. independent contractor; or 4. leased worker; of an Organization, but only in their performance of Professional Services on behalf of or at the direction of such Organization. H. Insured means You or Your. I. Named Insured means the individual, corporation, partnership, limited liability company, limited partnership, or other entity set forth in Item 1 of the Declarations. J. Optional Extended Reporting Period means any applicable Optional Extended Reporting Period contemplated by the OPTIONAL EXTENDED REPORTING PERIOD Clause. 12 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. "I, H I SCOX K. Organization means the Named Insured and any Subsidiary. L. Personal Injury means injury, other than Bodily Injury, arising out of one of more of the following offenses: 1. false arrest, detention or imprisonment; 2. malicious prosecution; 3. wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of premises; 4. slander, libel, defamation or disparagement of goods, products or services; or 5. oral or written publication of material in connection with Your advertising that violates a person's right of privacy. M. Policy Period means the period of time set forth in Item 6. of the Declarations. N. Pollutants means any solid, liquid, gaseous, biological, radiological or thermal irritant or contaminant, including smoke, vapor, dust, fibers, mold, spores, fungi, germs, soot, fumes, acids, alkalis, chemicals and Waste. "Waste" includes, but is not limited to, materials to be recycled, reconditioned or reclaimed and nuclear materials. O. Professional Services means only those services specified in Endorsement to this Policy as performed by or on behalf of an Organization for others for a fee or other compensation. P. Property Damage means physical loss of or physical damage to or destruction of any tangible property, including the loss of use thereof. For purposes of this definition, "tangible property" shall not include electronic data. Q. Retroactive Date means the date set forth in Item 7. of the Declarations. R. Subsidiary means: 1. any entity of which the Named Insured has Effective Control ("Controlled Entity") on or before the Policy Period, either directly or indirectly through one or more Controlled Entities; 2. any entity of which the Named Insured forms or acquires Effective Control during the Policy Period, either directly or indirectly through one or more Controlled Entities, but only for the first 90 days after such formation or acquisition (or until the end of the Policy Period, whichever is earlier). Provided, however, with respect to a Subsidiary described in paragraph 2. of this definition, We shall only cover Claims alleging Wrongful Acts committed while the Named Insured had Effective Control of such Subsidiary, either directly or indirectly through one or more Controlled Entities. An entity ceases to be a Subsidiary once the Named Insured no longer has Effective Control of such entity, either directly or indirectly through one or more Controlled Entities, and this Policy will not respond to Claims made against such entity thereafter. 13 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. et, HISCOX S. Supplemental Payments means the reasonable expenses incurred by You, including loss of wages, if You are required by Us to attend arbitration proceedings or trial in the defense of a covered Claim. T. We, Us, Our or Insurer means the insurance company set forth in the Declarations. U. Wrongful Act means any actual or alleged breach of duty, negligent act, error, omission or Personal Injury committed by You in the performance of Your Professional Services. V. You or Your means any: 1. Organization; 2. Employee; 3. joint venture in which an Organization participates pursuant to written agreement, but only for: a. Wrongful Acts committed by such Organization; and b. the percentage of otherwise covered Damages and Claims Expenses in proportion to such Organization's participation in the joint venture. 14 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. A. HISCOX encourage courage• Endorsements HISCOX Policy Number: P100.056.640.5 Named Insured: Wonder Years Endorsement Number: 1 Endorsement Effective: 01/22/2025 E5424.1 Blanket Additional Insured Endorsement (PL) Hiscox Insurance Company Inc. In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1. In Clause VI. DEFINITIONS, paragraph V., "'You' or `Your'," is amended to include the following at the end thereof: You or Your shall also include any Additional Insured but only for the Wrongful Ads of those contemplated in paragraphs 1., 2. or 3. of the definition of "'You' or `Your"': 2. The following definition is added to Clause VI. DEFINITIONS: Al -A. Additional Insured means any person(s) or organization(s) with whom You have agreed in a written contract or agreement to add them as an additional insured to a policy providing the type of coverage afforded by this Policy, provided the contract or agreement: 1. is currently in effect or becomes effective during the Policy Period; and 2. was executed before the Professional Services from which the Claim arises were performed. 3. In Clause III. EXCLUSIONS, paragraph F. is deleted in its entirety and replaced with the following: F. brought by or on behalf of one Insured against another Insured; provided, however, this Exclusion will not apply to any Claim brought by an Additional Insured in any capacity other than that of an Additional Insured. All other terms and conditions remain unchanged. DPL E5424 CW (02/15) Includes copyrighted material of Insurance Services Office, Inc., with its Page 1 of 1 permission. Hiscox Insurance Company Inc. Endorsement 2 e1,A HISCOX encourage courage° NAMED INSURED: Wonder Years Instructional Training Services Endorsement Page 1 of 1 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1. In Clause VI. DEFINITIONS, paragraph O., "Professional Services," is amended to read as follows: O. Professional Services means classroom -based instruction and vocational training services for others for compensation. 2. Clause III. EXCLUSIONS is amended to include the following at the end thereof: This Policy does not apply to and We will have no obligation to pay any Damages, Claim Expenses, or Supplemental Payments for any Claim: TS -A. based upon or arising out of any actual or alleged training or instruction of animals. TS -B. based upon or arising out of any actual or alleged physical fitness, exercise, or other physical activity. TS -C. based upon or arising out of Your performance of or failure to perform Professional Services in connection with the following industries, fields, or activities: 1. architecture or engineering; 2. aviation; 3. behind the wheel driving; 4. cooking or food preparation; 5. construction management; 6. daycare or childcare; 7. physical fitness; 8. law enforcement; 9. medical services; 10. safety; or 11. security guard services. All other terms and conditions remain unchanged. Endorsement effective: January 22, 2025 Policy No.: P100.056.640.5 Endorsement No: 2 By: Kevin Kerridge (Appointed Representative) DPL E5038 CW (08/15) Hiscox Insurance Company Inc. HISCOX encourage courage' Endorsement 3 NAMED INSURED: Wonder Years Colorado Amendatory Endorsement Page 1 of 2 This endorsement modifies insurance provided under the following: PROFESSIONAL LIABILITY - ERRORS AND OMISSIONS INSURANCE In consideration of the premium charged, it is understood and agreed that the Policy is modified as follows: 1. Section V. OTHER MATTERS AFFECTING COVERAGE is amended to include the following at the end thereof: CANCELLATION Notice of Cancellation A. The Named Insured may cancel this Policy by giving Us advance written notice stating when thereafter such cancellation shall be effective. If the Named Insured cancels this Policy, the refund may be less than pro rata. Provided, however, if this Policy shall be cancelled by the Named Insured within 14 days of the inception of the Policy Period without having submitted a Claim, We shall retum in full any premium amount actually paid to Us. In such event, the effective date of cancellation shall be deemed to be the inception date of the Policy Period. B. Cancellation of Policies For Less Than 60 Days If this Policy has been in effect for less than sixty (60) days, We may cancel this Policy by mailing or delivering to the Named Insured written notice of cancellation at least: (a) Ten (10) days before the effective date of cancellation if We cancel for nonpayment of premium; or (b) Thirty (30) days before the effective date of cancellation if We cancel for any other reason. C. Cancellation of Policies In Effect For 60 Days Or More If this Policy has been in effect for sixty (60) days or more, or is a renewal of a Policy We issued, We may also cancel this Policy by mailing to the Named Insured by registered, certified or other first class mail, at the address shown in the Declarations, written notice, including the actual reason for cancellation, stating when not less than forty-five (45) days thereafter (or ten (10) days thereafter when cancellation is due to non-payment of premium), the cancellation shall be effective. We may only cancel for one or more of the following reasons: (a) Non-payment of premium; (b) A false statement knowingly made by the Insured on the application for insurance; or (c) A substantial change in the exposure or risk other than indicated in the application and underwritten as of the effective date of the Policy unless the Insured has notified Us of the change and We accept such change; D. The mailing of such notice shall be sufficient proof of notice and this Policy shall terminate at the date and hour specified in such notice. If We cancel this Policy, any return premium shall be calculated pro rata. Payment or tender of any unearned premium by Us shall not be a condition precedent to the effectiveness of the cancellation, but such payment shall be made as soon as practicable. Nonrenewal Hiscox Insurance Company Inc. H ISCOX encourage courage* Endorsement 3 NAMED INSURED: Wonder Years Colorado Amendatory Endorsement Page 2 of 2 If We elect not to renew this Policy, We will mail by first-class mail to the Named Insured written notice of nonrenewal not less than forty-five (45) days before the end of the Policy Period. We will mail or deliver the notice of nonrenewal to the Named Insured at the last mailing address known to Us. If the notice of nonrenewal is mailed, proof of mailing will be sufficient proof of notice. Conditional Renewal If We elect to renew this Policy with an increase in premium or decrease in coverage benefits, We will mail or deliver to the Named Insured written notice of Our intent, including the actual reason, not less than forty-five (45) days before the end of the Policy Period. Any decrease in coverage during the Policy term must be based on one or more of the following reasons: (a) Non-payment of premium; (b) A false statement knowingly made by the Insured on the application for insurance; or (c) A substantial change in the exposure or risk other than that indicated in the application and underwritten as of the effective date of the Policy unless the Insured has notified Us of the change and We accept such change. We will mail or deliver the conditional notice of renewal to the Named Insured at the last mailing address known to Us. If the notice of nonrenewal is mailed, proof of mailing will be sufficient proof of notice. 2. The Policy is amended by adding the following Clause at the end thereof: Policy Conflicts To the extent any term or condition contained in the Policy or any Endorsement attached thereto conflicts with any term or condition contained in this or any other State Amendatory Endorsement attached to the Policy, such terms and conditions most favorable to the Insured shall apply. All other terms and conditions remain unchanged. Endorsement effective: January 22, 2025 Policy No.: P100.056.640.5 Endorsement No: 3 By: Kevin Kerridge (Appointed Representative) DPL E5103 CO (01/10) Hiscox Insurance Company Inc. Endorsement 4 NAMED INSURED: Wonder Years I,A HISCOX encourage courage* Cyber Incidents Exclusion Endorsement Page 1 of 1 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1. In Clause III. EXCLUSIONS, Exclusion R. is deleted in its entirety and replaced with the following: R. based upon or arising out of any actual or alleged: 1. unauthorized acquisition, access, use, or disclosure of, improper collection or retention of, or failure to protect any non-public personally identifiable information or confidential corporate information that is in Your care, custody, or control; 2. violation of any privacy law or consumer data protection law protecting against the use, collection, or disclosure of any information about a person or any confidential corporate information; 3. total or partial damage to, loss, corruption, deterioration, destruction, or alteration of, or the inability or impaired ability to access or manipulate any electronic data, software, electronic databases, computers, or any part of a computer system or network; 4. denial of service or delay, disruption, impairment, failure, or outage of any part of a computer system or network; 5. unauthorized or unlawful access to any electronic data or any part of a computer system or network, including through the transmission of any malicious code, such as a computer virus, worm, logic bomb, malware, spyware, Trojan horse, or other fraudulent or unauthorized computer code; or 6. threat, hoax, or demand relating to subparts 1 through 5 above. All other terms and conditions remain unchanged. Endorsement effective: January 22, 2025 Policy No.: P100.056.640.5 Endorsement No: 4 By: Kevin Kerridge (Appointed Representative) DPL E1901 CW (08/21) Hiscox Insurance Company Inc. HISCOX encourage courage. Endorsement 5 NAMED INSURED: Wonder Years War. Civil War. Cyberwarfare. and NCBR Exclusion Endorsement Page 1 of 2 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1. The following is added to the end of Clause III. EXCLUSIONS: This Policy does not apply to and We will have no obligation to pay any Damages, Claim Expenses, or Supplemental Payments for any Claim: WC -A. based upon or arising out of, directly or indirectly occasioned by, happening through, or in consequence of: 1. war, invasion, acts of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military, or usurped power; 2. confiscation, nationalization, requisition, destruction of, or damage to property by or under the order of any government, public, or local authority; 3. Cyberwarfare, to the extent not otherwise excluded by paragraph 1; or 4. any NCBR Malicious Act. 2. For purposes of this Endorsement, the following definitions apply: Cyberwarfare means any: 1. unauthorized access to, or use, alteration, corruption, damage, manipulation, misappropriation, theft, deletion, or destruction of, any computer hardware or electronic data; 2. creation, transmission, or introduction into a computer system, computer network, or electronic data of a computer virus or harmful code; or 3. restriction or inhibition of access to a computer system, computer network, or electronic data, including through a denial -of -service (DoS) attack, committed by, or on behalf of, a State. In determining by whom any action listed in parts 1. through 3. above is committed, We will consider to whom any governing body (including the governing body's intelligence, law enforcement, or military services) attributes such action, regardless of whether: A. the computer system, computer network, or electronic data is physically located within the jurisdiction of that governing body; or B. there are inconsistent statements within different branches or agencies of that governing body (including intelligence, law enforcement, or military services) as to whom the action is attributable to. However, if: i. a governing body has not attributed any such action to a State, or any person, group, association, or entity acting on the State's behalf; and Hiscox Insurance Company Inc. H ISCOX encourage courage* Endorsement 5 NAMED INSURED: Wonder Years War, Civil War, Cyberwarfare. and NCBR Exclusion Endorsement Page 2 of 2 ii. there is at least one Media Report or a cybersecurity forensic firm report indicating that such action is attributed to a State or any person, group, association, or entity acting on the State's behalf, then We will not pay any Damages, Claim Expenses, or Supplemental Payments resulting from any action listed in parts 1. through 3. above until any governing body attributes such action to a State or any person, group, association, or entity acting on the State's behalf. If a governing body does not attribute such action to a State or any person, group, association, or entity acting on the State's behalf, or declares it is unable to do so, then a Media Report or cybersecurity forensic firm report will be conclusive evidence that the act was committed by, or on behalf of, a State. For purposes of this definition, "Media Report" means an article published by the Associated Press, Reuters, Wall Street Journal, or the British Broadcasting Corporation. For purposes of this definition, "State" means a sovereign state, state -like entity, quasi -state, proto- state, or a state -sponsored actor or group. NCBR means an act or series of acts that harms another person or damages property through the Malicious Act physical release or dispersal of Nuclear, Chemical, Biological, or Radiological Agents or Materials, which is carried out by any person or group of persons, whether acting alone, on behalf of, or in connection with any organization. Nuclear, Chemical, Biological, or Radiological Agents or Materials means: 1. nuclear reaction, nuclear radiation or radioactive particles, whether released or dispersed by nuclear or conventional devices; 2. any chemical compound; or 3. any pathogen, in sufficient concentration to cause harm to people or damage to property. All other terms and conditions remain unchanged. Endorsement effective: January 22, 2025 Policy No.: P100.056.640.5 Endorsement No: 5 By: Kevin Kerridge (Appointed Representative) DPL E1919 CW (03/23) Hiscox Insurance Company Inc. Endorsement 6 NAMED INSURED: Wonder Years "en HISCOX encourage courage* Cannabis Exclusion Endorsement Page 1 of 1 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1. The following is added to the end of Clause III. EXCLUSIONS: This Policy does not apply to and We shall have no obligation to pay any Damages, Claim Expenses, or Supplemental Payments for any Claim: CA -1. based upon or arising out of, directly or indirectly occasioned by, or in consequence of: 1. the design, cultivation, manufacture, storage, transport, processing, packaging, handling, testing, distribution, sale, serving, furnishing, possession, protection, or disposal of Cannabis by anyone; 2. the actual, alleged, threatened, or suspected use, inhalation, ingestion, absorption, or consumption of, contact with, exposure to, existence of, or presence of Cannabis by anyone; or 3. the performance of or failure to perform any services or operations of any kind, including but not limited to any banking, advisory, consulting, legal, compliance, financial, design, or logistical services, in connection with or relating to Cannabis. This exclusion applies even if the Claim against any Insured alleges negligence or other wrongdoing in the supervision, hiring, employment, training, or monitoring of others by that Insured. 2. The following is added to the end of Clause VI. DEFINITIONS: CA -A. Cannabis means any good or product that consists of or contains any amount of Tetrahydrocannabinol (THC) or any other cannabinoid, regardless of whether any such THC or cannabinoid is natural or synthetic. Cannabis includes but is not limited to any of the following containing such THC or cannabinoid: 1. any plant of the genus Cannabis L, or any part thereof, such as seeds, stems, flowers, stalks and roots; or 2. any compound, byproduct, extract, derivative, mixture or combination, such as: a. resin, oil or wax; b. hash or hemp; or c. infused liquid or edible cannabis; whether or not derived from any plant or part of any plant set forth in paragraph 1 above. All other terms and conditions remain unchanged. Endorsement effective: January 22, 2025 Endorsement No: 6 By: Kevin Kerridge (Appointed Representative) Policy No.: P100.056.640.5 DPL E1918 CW (03/23) Hiscox Insurance Company Inc. Endorsement 7 NAMED INSURED: Wonder Years 'I' HISCOX encourage courage* Misappropriation of Funds Exclusion Endorsement Page 1 of 1 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: The following is added to the end of Clause III. EXCLUSIONS: This Policy does not apply to and We will have no obligation to pay any Damages, Claim Expenses, or Supplemental Payments for any Claim: MF-A. based upon or arising out of any actual or alleged theft, misappropriation, commingling, conversion of, or inability or failure to safeguard any funds, monies, assets, or property, regardless of ownership. All other terms and conditions remain unchanged. Endorsement effective: January 22, 2025 Policy No.: P100.056.640.5 Endorsement No: 7 By: Kevin Kerridge (Appointed Representative) DPL E0003 CW (08/23) Hiscox Insurance Company Inc. Endorsement 8 NAMED INSURED: Wonder Years eN,A HISCOX encourage courage* Anti -Stacking Endorsement (Single Limit) Page 1 of 1 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: The following is added to the end of Clause IV. LIMITS OF LIABILITY, DEDUCTIBLE AND RELATED CLAIMS: D. Multiple policies If this Policy provides coverage for any Claim, Wrongful Act, occurrence, or offense which issued by us is also covered by another policy issued by Us or a related company, the maximum We will pay under all such policies is a single Limit of Liability, which will not exceed the highest applicable Limit of Liability available for the Claim, Wrongful Act, occurrence, or offense under any one policy. All other terms and conditions remain unchanged. Endorsement effective: January 22, 2025 Endorsement No: 8 By: Kevin Kerridge (Appointed Representative) Policy No.: P100.056.640.5 DPL E0005 CW (12/23) HISCOX encourage courage' Notices .,A HISCOX Hiscox Insurance Company Inc. IMPORTANT NOTICE TO COLORADO POLICYHOLDERS DISCLOSURE FORM - POLICIES CONTAINING CLAIMS -MADE COVERAGE THIS DISCLOSURE FORM IS NOT YOUR POLICY. IT MERELY DESCRIBES SOME OF THE MAJOR FEATURES OF THE CLAIMS MADE COVERAGE OF YOUR POLICY. READ YOUR POLICY CAREFULLY TO DETERMINE RIGHTS, DUTIES, AND WHAT IS AND IS NOT COVERED. ONLY THE PROVISIONS OF YOUR POLICY DETERMINE THE SCOPE OF YOUR INSURANCE PROTECTION. Your policy is a claims -made policy. It applies only to claims made against you on or after the inception date and before the end of the policy period involving injury or damage that occurs after the policy retroactive date. Upon termination of your policy, an "extended reporting period" or "discovery period" may be available for an additional premium. OCCURRENCE VS. CLAIMS -MADE There is no difference in the kinds of events covered by either an "occurrence" policy or a "claims -made" policy. Claims for damages may be assigned to different policy periods, however, depending on which policy you have purchased. In an "occurrence" policy coverage is provided for liability because of damage or events that occur during the policy period, no matter when the claim is made In your "claims -made" policy, coverage is provided only if a claim is made during the policy period or any applicable extended reporting period or discovery period. A claim first made during the policy period could be charged against a claims -made policy even if the injury/wrongful act/loss occurred many years prior to the policy period. If a claims -made policy has a retroactive date, an injury/wrongful act/loss occurring prior to that date is not covered. In general, the nature of claims —made coverage is such that during the first several years of continuing claims -made coverage, claims -made premiums are comparatively lower than occurrence coverage premiums. An insured can expect substantial annual premium increases, independent of overall rate level increases, until the claims -made relationship reaches maturity. PRINCIPAL BENEFITS This policy provides claims -made liability coverage up to the maximum dollar limit specified in the policy. The principal benefits and coverages are explained in detail in your claims -made policy. Please read it carefully and consult your insurance agent or broker or other professional insurance advisor about any questions you might have. INT N002 CO (03/09) Page 1 of 2 H I SCOX Hiscox Insurance Company Inc. IMPORTANT NOTICE TO COLORADO POLICYHOLDERS EXCEPTIONS, REDUCTIONS AND LIMITATIONS Your claims -made policy contains certain exceptions, reductions and limitations. Please read them carefully and consult your insurance agent or broker or other professional insurance advisor about any questions you might have. RENEWALS AND EXTENDED REPORTING PERIODS/DISCOVERY PERIODS Your policy has some unique features relating to renewal, extended reporting periods or discovery periods and coverage of occurrences with long periods of exposure. If there is a retroactive date in your policy, no injury/wrongful act/loss occurring prior to that date will be covered under the policy even if reported during the policy period. It is therefore important for you to be certain that there are no gaps in your insurance coverage. These gaps can occur in several ways. Among the most common are: 1) If you switch from an occurrence policy to a claims -made policy, the retroactive date in your claims -made policy should be no later than the expiration date of the occurrence policy. 2) When replacing a claims -made policy with a claims -made policy, you should consider the following: a. The retroactive date in the replacement policy should extend far enough back in time to cover any events with long periods of liability exposure; and b. If the retroactive date in the replacement policy does not extend far enough back in time to cover events with long periods of liability exposure, you should consider purchasing extended reporting period or discovery period coverage under the old claims -made policy. 3) If you replace this claims -made policy with an occurrence policy, you may not have insurance coverage for a claim arising during the period of claims -made coverage unless you have purchased an extended reporting period or discovery period under the claims -made policy. Extended reporting period or discovery period coverage must be offered to you by law for at least one year after the expiration of the claims -made policy at a premium not to exceed 200% of your last policy premium. CAREFULLY REVIEW YOUR POLICY REGARDING THE AVAILABLE EXTENDED REPORTING OR DISCOVERY PERIOD COVERAGE, INCLUDING THE LENGTH OF COVERAGE, THE PRICE AND THE TIME PERIOD DURING WHICH YOU MUST PURCHASE OR ACCEPT ANY OFFER FOR EXTENDED REPORTING PERIOD OR DISCOVERY PERIOD COVERAGE. INT N002 CO (03/09) Page 2 of 2 HISCOX Policyholder Notice Electronic Delivery If you received your insurance policy by email, it is because you have chosen electronic delivery of your policy documents and important notices, including cancellation and nonrenewal notices where permitted by law. We also will send any renewal policy documents to you by email at the address you have provided. If you are currently receiving paper documents and would like to have ease of retrieval and access and save on storage space, you will need to contact us and update your preferences. Most documents can be sent electronically within minutes. For electronic documents, you will need a computer or mobile device with Internet access and the ability to receive external emails. You also will need software such as Adobe Reader® that allows you to view and save PDF documents, and a printer to create paper copies. At any time you may request a paper copy of your policy, or you may withdraw your consent to receive documents by email. We will then send documents to you by US mail at no added cost. You must notify us if your email or street address changes. To update your email or street address, or to request paper documents, please contact us at 888-202-3007. Page 1 of 1 INT N003 CW (01/19) i,A HISCOX Hiscox Insurance Company Inc. ECONOMIC AND TRADE SANCTIONS POLICYHOLDER NOTICE Hiscox is committed to complying with the U.S. Department of Treasury Office of Foreign Assets Control (OFAC) requirements. OFAC administers and enforces economic sanctions policy based on Presidential declarations of national emergency. OFAC has identified and listed numerous foreign agents, front organizations, terrorists, and narcotics traffickers as Specially Designated Nationals (SDN's) and Blocked Persons. OFAC has also identified Sanctioned Countries. A list of Specially Designated Nationals, Blocked Persons and Sanctioned Countries may be found on the United States Treasury's web site http://www.treas.gov/offices/enforcement/ofac/. Economic sanctions prohibit all United States citizens (including corporations and other entities) and permanent resident aliens from engaging in transactions with Specially Designated Nationals, Blocked Persons and Sanctioned Countries. Hiscox may not accept premium from or issue a policy to insure property of or make a claim payment to a Specially Designated National or Blocked Person. Hiscox may not engage in business transactions with a Sanctioned Country. A Specially Designated National or Blocked Person is any person who is determined as such by the Secretary of Treasury. A Sanctioned Country is any country that is the subject of trade or economic embargoes imposed by the laws or regulations of the United States. In accordance with laws and regulations of the United States concerning economic and trade embargoes, this policy may be rendered void from its inception with respect to any term or condition of this policy that violates any laws or regulations of the United States concerning economic and trade embargoes including, but not limited to the following: (1) Any insured under this Policy, or any person or entity claiming the benefits of such insured, who is or becomes a Specially Designated National or Blocked Person or who is otherwise subject to US economic trade sanctions; (2) Any claim or suit that is brought in a Sanctioned Country or by a Sanctioned Country government, where any action in connection with such claim or suit is prohibited by US economic or trade sanctions; (3) Any claim or suit that is brought by any Specially Designated National or Blocked Person or any person or entity who is otherwise subject to US economic or trade sanctions; (4) Property that is located in a Sanctioned Country or that is owned by, rented to or in the care, custody or control of a Sanctioned Country government, where any activities related to such property are prohibited by US economic or trade sanctions; or (5) Property that is owned by, rented to or in the care, custody or control of a Specially Designated National or Blocked Person, or any person or entity who is otherwise subject to US economic or trade sanctions. Please read your Policy carefully and discuss with your broker/agent or insurance professional. You may also visit the US Treasury's website at http://www.treas.gov/offices/enforcement/ofac/. INT N001 CW 01 09 Page 1 of 1 Contract Form Entity Information Entity Name * WONDER YEARS Entity ID* @00048180 O New Entity? Contract Name* Contract ID WONDER YEARS - CASE MANAGEMENT AGENCY (CMA) 9634 PROFESSIONAL SERVICES AGREEMENT Contract Status CTB REVIEW Contract Lead * SADAMS Contract Lead Email sadams@weld.gov;cobbx xlk@weld.gov Parent Contract ID Requires Board Approval YES Department Project # Contract Description (CONSENT) WONDER YEARS - CASE MANAGEMENT AGENCY (CMA) PROFESSIONAL SERVICES AGREEMENT. TERM: 07/01 /2025 THROUGH 06/30/2026. Contract Description 2 Contract Type" AGREEMENT Amount* $0.00 Renewable * NO Automatic Renewal Grant IGA Department Requested BOCC Agenda Due Date HUMAN SERVICES Date* 08/07/2025 08/11/2025 Department Email CM- HumanServices@weld.gov Department Head Email CM-HumanServices- DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Review Date * 04/30/2026 Committed Delivery Date Renewal Date Expiration Date* 06/30/2026 Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 08/07/2025 Approval Process Department Head JAMIE ULRICH DH Approved Date 08/07/2025 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 08/11/2025 Finance Approver CONSENT Legal Counsel CONSENT Finance Approved Date Legal Counsel Approved Date 08/07/2025 08/07/2025 Tyler Ref # AG 081125 Originator SADAMS Hello