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Home My WebLink About20161629.tiff RESOLUTION RE: APPROVE AGREEMENT FOR PROFESSIONAL SERVICES AND AUTHORIZE CHAIR TO SIGN - FIREFLY AUTISM WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Agreement for Professional Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, and Firefly Autism, commencing March 24, 2016, and ending May 31, 2016, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Agreement for Professional Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, and Firefly Autism, be and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 23rd day of May, A.D., 2016, nunc pro tunc March 24, 2016. BOARD OF COUNTY COMMISSIONERS WELD� , COUNTY, COLORADO ,a ATTEST: yc 0 { l;i 144 Mike Freeman, Chair Weld County Clerk to the Board re c / Sean P. Conway, Pro-Tem C—) BY: �12 0. • uty Clerk to the Board C_ Julie A. Cozad APP:s - oA s M: l/ u2 Aj4 .L/A B�"rbaarra Kirkmeyer PTAttorney ��+� /�✓ p/� O'Li�^ +� ) Steve Moreno Date of signature o9 ' IE61 ,if:1•'40, I-V3O CJG/Cm) 7 / ISf OICn 2016-1629 HR0087 MEMORANDUM �� .,..-1, DATE: April 28, 2016 TO: Board of County Commissioners - Pass-Around I A L .,..,V FR: Judy A. Griego, Director, Human Services l .� _ JCL: �. . Ye. i 1 RE: Weld County Department of Human Services' Child Welfare Agreement for Professional Services with Firefly Autism Please review and indicate if you would like a work session prior to placing this item on the Board's agenda. Request Board Approval of the Department's Agreement for Professional Services with Firefl Autism. The major provisions for this Agreement arc as follows: No. ' Term Service/Funding I. Rates I March 24, 2016,through and i Assessment and Board : $650.00/E isode • l p (Assessment), i until May 31, 2016 Certified Behavior Analyst $1 10.00/Hour(BC'BA) i (B('BA) ; l _- I Core i I do not recommend a Work Session. I recommend approval of this Agreement. Approve Request BOCC Agenda Work Session Scan Conway ;Stec Moreno :::,34,4 Barbara Kirkmeyer r Mike Freeman Y Julie Cozad; ` ' L' oZo/6, - / ay Pass-Around Memorandum; April 28, 2016 - Contract ID # 425 fttge 1 __prviros,it I0 e/A5 AGREEMENT FOR PROFESSIONAL SERVICES(Core) THIS AGREEMENT is made by and between the County of Weld, State of Colorado, whose address is 915 10th Street, Greeley, Colorado, 80631 ("County"), by and through the Board of County Commissioners of the County of Weld, on behalf of the Weld County Department of Human Services, and Firefly Autisum whose address is 2690 South Holly Street, Denver, Colorado 80222, ("Contractor"). WHEREAS, County desires to retain Contractor as an independent contractor to perform services as more particularly set forth below; and WHEREAS, Contractor has the time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein,the parties hereto agree as follows: 1. Engagement of Contractor. County hereby retains Contractor, and Contractor hereby accepts engagement by County upon the terms and conditions set forth in this Agreement. 2. Term. The term of this Agreement shall be from March 24, 2016,through and until May 31, 2016. 3. Services to be Performed. Contractor agrees to perform the Services listed or referred to in Exhibit A, attached hereto and incorporated herein. 4. Compensation. a. County agrees to pay Contractor for services performed as set forth on Exhibit A at the rate of$650.00/Episode (Phase I -One-time Assessment), $110.00/Hour (Phase 2 -Board Certified Behavior Analyst-Direct and Indirect Services.). Charges shall be based on the time actually spent performing the services, but shall exclude travel time. b. Mileage may ;may no (circle one)be charged to and from any required job site at a rate of 0.00 cents per mile. Contractor shall not be paid any other expenses unless set forth in this Agreement. 1 2016-1629 c. Payment to Contractor will be made only upon presentation of a proper claim by Contractor, itemizing services performed and mileage expense incurred. d. Payment for services and all related expenses under this Agreement shall not exceed $5,930.00. 5. Additional Work. In the event the County shall require changes in the scope, character,or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement. 6. Independent Contractor. Contractor agrees that Contractor is an independent contractor and that neither Contractor nor Contractor's agents or employees are,or shall be deemed to be, agents or employees of the County for any purpose. Contractor shall have no authorization, express or implied,to bind the County to any agreement, liability, or understanding. The parties agree that Contractor will not become an employee of County, nor is Contractor entitled to any employee benefits from County as a result of the execution of this Agreement. 7. Warranty. Contractor warrants that services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. 8. Reports County Property. All reports,test results and all other tangible materials 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. 9. Acceptance of Product 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 furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the work. Acceptance by the County of, or payment for, any services performed 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. 2 10. Insurance and Indemnification. Contractor shall defend and indemnify County, its officers and agents,from and against loss or liability arising from Contractor's acts, errors or omissions in seeking to perform its obligations under this Agreement. Contractor shall provide necessary workers' compensation insurance at Contractor's own cost and expense. 11. Termination. Either party may terminate this Agreement at any time by providing the other party with a 10 day written notice thereof. Furthermore,this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. In the event of an early termination, Contractor shall be paid for work performed up to the time of notice and County shall be entitled the use of all material generated pursuant to this Agreement. 12. Non-Assignment. Contractor may not assign or transfer this Agreement, any interest therein or claim thereunder, without the prior written approval of County. 13. Access to Records. County shall have access to Contractor's financial records as they relate to this Agreement for purposes of audit. Such records shall be complete and available for audit 90 days after final payment hereunder and shall be retained and available for audit purposes for at least five years after final payment hereunder. 14. Time of Essence. Time is of the essence in each and all of the provisions of this Agreement. 15. 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. 16. Notices. Any notice required to be given under this Agreement shall be in writing and shall be mailed or delivered to the other party at that party's address as stated above. 17. Compliance. This Agreement and the provision of services hereunder shall be subject to the laws of Colorado and be in accordance with the policies, procedures, and practices of County. 18. 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. 3 19. Certification. Contractor certifies that Contractor is not an illegal immigrant,and further, Contractor represents, warrants, and agrees that it has verified that Contractor does not employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant,employs illegal aliens or subcontracts with illegal aliens,County can terminate this Agreement and Contractor may be held liable for damages. 20. Entire Agreement/Modifications. This Agreement contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiation, representation, and understanding 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. 21. Funding Contingency. No portion of this Agreement shall be deemed to create an obligation on the part of County to expend funds not otherwise appropriated or budgeted for. 22. No Conflict. No employee of Contractor nor any member of Contractor's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contractor's operations, or authorizes funding to Contractor. 23. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal,or unenforceable,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. 24. Governmental Immunity. No portion of this Agreement shall be deemed to constitute a waiver of any immunities the parties or their officers or employees may possess. 25. 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. 4 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year written below. C� r� COUNTY: ATTEST: ddrito) v• ` 110C BOARD OF COUNTY COMMISSIONERS Weld C. my Clerk to the oard WELD COUNTY,COLORADO By: MILL Deputy CI k to the ��f�'•■�,1 Mike Freeman,Chair /La MAY 23 MG X$61 tali CONTRACTOR: t � Firefly Autism 2690 South Holly Street Denver, Colorado 80222 (720) 399-9209 By: /en W' n, M.S., B.C.B.A. Date: S 9 EXHIBIT"A" CONTRACTOR: Name: Firefly Autism Address: 2690 South Holly Street, Denver, Colorado 80222 Tax I.D. or Social Security Number: 30-0199263 1. Services to be Provided by Contractor: Phase I -One-time Assessment and Phase 2- Board Certified Behavior Analyst-Direct and Indirect Services. To Name of Client: J.P. (Trails Case ID 1510930) . Location of Services to be provided to the Client: In-office or in-home as appropriate. 2. County agrees to purchase and Contractor agrees to furnish 1 unit of Assessment at the cost of $650.00 per unit of service for a maximum amount of$650.00. County further agrees to purchase and Contractor agrees to furnish 4-6 hours/week of Board Certified Behavior Analyst (BCBA) Direct and Indirect Services at the cost of$110.00 per unit of service for a maximum amount of$5,280.00. Total combined maximum amount under this agreement not to exceed $5,930.00. 3. The parties agree that payment pursuant to this Contract is subject to and contingent upon the continuing availability of funds for the purpose thereof. The payment of such services shall be from: X Core Services as defined in Rule Manual Volume 7 Section 7.303.1 and, if appropriate,the Colorado Department of Human Services approved County Core Services Plan. Child Welfare Administration Other as defined as 4. County agrees: a) To determine child eligibility and as appropriate,to provide information regarding rights to fair hearings. b) To provide Contractor with written prior authorization on a child or family basis for services to be purchased. c) To provide Contract with referral information including name and address of family, social, medical, and educational information as appropriate to the referral. d) To monitor the provision of contracted service. e) To pay Contractor after receipt of billing statements for services rendered satisfactorily and in accordance with this Contract. 5. Contractor agrees: a) Not to assign any provision of this Contract to a subcontractor. b) Not to charge clients any fees related to services provided under this Contract. c) To hold the necessary license(s)which permits the performance of the service to be purchased, and/or to meet applicable Colorado Department of Human Services qualification requirements. 1 d) To comply with the requirements of the Civil Rights Act of 1964 and Section 504, Rehabilitation Act of 1973 concerning discrimination on the basis of race, color, sex, age, religion, political beliefs, national origin, or handicap. e) To provide the service described herein at cost not greater than that charged to other persons in the same community. f) To submit a billing statement in a timely manner, no later than forty-five (45) days after services. Failure to do so may result in nonpayment. g) To safeguard information and confidentiality of the child and the child's family in accordance with rules of the Colorado Department of Human Services and the County Department of Human Services. h) To provide County with reports on the provision of services as follows: Monthly reports will be submitted through the County's online reporting system, FIDOS, by the 7th of the month following the month of service unless otherwise directed or agreed to by the County. Contractor is responsible to set up FIDOS training with the County's Contract and Service Coordinator prior to the due date of the first report. i) To provide access for any duly authorized representative of the County or the Colorado Department of Human Services until the expiration of five (5)years after the final payment under this Contract, involving transactions related to this Contract. j) Indemnify the County and the Colorado Department of Human Services from the action based upon or arising out of damage or injury, including death,to persons or property caused or sustained in connection with the performance of this Contract or by conditions created thereby,as based upon any violation of any statute, regulation, and the defense of any such claims or actions. 6. In addition to the foregoing, the County and Contractor also agree: a) Core Services Program expenditures will not be reimbursed when the expenditures may be reimbursed by some other source. (As set forth in Rule Volume 7, at 7.414, B(12 CCR 2509-5). b) c) 2 �..4, ALTAVIS-01 SANDERSO '4coRo CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 3/30/2016 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 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 CONTACT NAME: CoBiz Insurance,Inc.-CO PHONE FAX 821 17th St. (A/C,No,Ext):(303)988-0446 (A/C,No): (303)988-0804 Denver,CO 80202 Ar or SS:CoBizlnsurance@cobizinsurance.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Philadelphia Indemnity Ins.Co 18058 INSURED INSURER B:Pinnacol Assurance Company 41190 Alta Vista Center for Autism dba Firefly Autism INSURER C:Great American Insurance Company 16691 2695 S.Jersey Street INSURER D: Denver,CO 80222 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDD/YYYY) (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR PHPK1304051 04/23/2015 04/23/2016 DAMAGE TO RENTED PREMISES(Ea occurrence) $ 100,000 MED EXP(Any one person) $ 5,000 PERSONAL 8 ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 X POLICY PRO LOC PRODUCTS-COMP/OP AGG $ 3,000,000 OTHER $ AUTOMOBILE LIABILITY (Ea accident) SINGLE LIMIT $ 1,000,000 A ANY AUTO PHPK1304051 04/23/2015 04/23/2016 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY Per accident) $ AUTOS AUTOS ( X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS (Per accident) $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 A EXCESS LIAB CLAIMS-MADE PHUB492374 04/23/2015 04/23/2016 AGGREGATE $ DED X RETENTION$ 10,000 Aggregate $ 3,000,000 WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y I N STATUTE ER B ANY EXCLUDED?RIETO / ECUTIVE I N/A 4080753 10/01/2015 10/01/2016 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER (Mandatory in NH) - - E L DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT $ 1,000,000 C Management Liability EPP1817473 04/23/2015 04/23/2016 2,000,000 A Cyber Liability/netw PHSD1037836 04/23/2015 04/23/2016 Cyber/Network 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE County of Weld County 1150'O'Street c---#2(-6_,_ 7/ ,,f,_ Greeley,CO 80631 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD PI-GLD-HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies,the terms,conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages,consult the policy contract wording. Coverage Applicable Limit of Insurance Page# Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non-Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments—Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments—Bail Bonds $5,000 5 Supplementary Payment—Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement—Janitorial Services Client Coverage $10,000 limit 6 Additional Insured—Newly Acquired Time Period Amended 6 Additional Insured—Medical Directors and Administrators Included 7 Additional Insured—Managers and Supervisors(with Fellow Included 7 Employee Coverage) Additional Insured—Broadened Named Insured Included 7 Additional Insured—Funding Source Included 7 Additional Insured—Home Care Providers Included 7 Additional Insured—Managers, Landlords, or Lessors of Premises Included 7 Additional Insured—Lessor of Leased Equipment Included 7 Additional Insured—Grantor of Permits Included 8 Additional Insured—Vendor Included 8 Additional Insured—Franchisor Included 9 Additional Insured—When Required by Contract Included 9 Additional Insured—Owners, Lessees,or Contractors Included 9 Additional Insured—State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury—includes Mental Anguish Included 11 Personal and Advertising Injury—includes Abuse of Process, Included 11 Discrimination A. Extended Property Damage SECTION I-COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury"or property damage"expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily injury"or"property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I-COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non-Owned Watercraft SECTION I-COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I-COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire"is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems"where it appears in: a. The last paragraph of SECTION I-COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner.A separate limit of insurance applies to this coverage as described in SECTION III-LIMITS OF INSURANCE. b. SECTION III-LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage"to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V-DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I-COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a"violation(s)"of the Health Insurance Portability and Accountability Act(HIPAA). We have the right and the duty to defend the insured against any"suit,""investigation,"or"civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any"suit" seeking damages, "investigation,"or"civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate"violation(s)" by any insured. b. Criminal Acts Any"violation"which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V-DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of"violations." b. "Investigation" means an examination of an actual or alleged "violation(s)"by HHS. However, "investigation"does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) G. Medical Payments—Limit Increased to$20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III -LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I-COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I-COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I-COVERAGES, SUPPLEMENTARY PAYMENTS -COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to$5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I-COVERAGES, SUPPLEMENTARY PAYMENTS-COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee"in a criminal proceeding occurring in the course of employment. The most we will pay for any"employee"who is alleged to be directly involved in a criminal proceeding is$25,000 regardless of the numbers of"employees,"claims or"suits"brought or persons or organizations making claims or bringing"suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) K. Key and Lock Replacement—Janitorial Services Client Coverage SECTION I-COVERAGES, SUPPLEMENTARY PAYMENTS-COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the"clients" premises due to theft or other loss to keys entrusted to you by your"client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a "client"for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client"means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent"employee"as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee"does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any"manager,"director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager"means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II-WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators—Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors—Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your"employees"are also insureds for"bodily injury"to a co- "employee"while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a)as it applies to managers of a limited liability company. c. Broadened Named Insured—Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source—Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers—At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises—Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any"occurrence"which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment—Automatic Status When Required in Lease Agreement With You—Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) organization is an insured only with respect to liability for"bodily injury,""property damage"or "personal and advertising injury"caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any"occurrence"which takes place after the equipment lease expires. h. Grantors of Permits—Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors—Only with respect to"bodily injury" or"property damage"arising out of"your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs (d) or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor—Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract—Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for"bodily injury," "property damage" or"personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors—Any person or organization, but only with respect to liability for"bodily injury," "property damage"or"personal and advertising injury"caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to"bodily injury"or"property damage"occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed; or (b) That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) m. State or Political Subdivisions—Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury," "property damage"or"personal and advertising injury"arising out of operations performed for the state or municipality; or (b) "Bodily injury"or"property damage" included within the"products-completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the"occurrence"or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or"suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury—Mental Anguish SECTION V-DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. R. Personal and Advertising Injury—Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of"personal and advertising injury" is amended as follows: 1. SECTION V-DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V-DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company Hello