HomeMy WebLinkAboutC14-167 Connect One Design AGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND CONNECT ONE DESIGN Izt THIS AGREEMENT("Agreement") is effective as of the ' da of Fu 2014 by and between Connect One Design, a Colorado Limited Liability Company(hereinafter"Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter"County"). RECITALS WHEREAS,the Contactor will provide facilitation services for a joint meeting between the Eagle County Regional Transportation Authority Board and the Eagle County Board of County Commissioners (the"Event"), scheduled to take place on April 23, 2013, in the Eagle County Room at 500 Broadway, Eagle, Colorado (the "Facility"); 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 defined below in paragraph 1 hereof; and WHEREAS,this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services, labor,personnel and materials necessary to perform and complete the services or work described in Exhibit A ("Services"or"Work")which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. Cis(-st,- 2. County's Representative. The Eagle County Regional Transportation Authority Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect until the Services are completed to the satisfaction of the County. 4. Extension or Modification. 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 in accordance with County's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $3,360. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty(30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent,tasks performed, who performed each task and such other detail as County may request. b. Any out-of-pocket expenses to be incurred by Contractor and reimbursed by County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the"not to exceed" contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. Contractor shall provide the County with an estimate 2 of all reimbursable expenses and shall not incur such expenses without the prior written consent of the County. c. 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 Services for which payment was made were not performed 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. d. 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. e. 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 therefor 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). 6. 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 performance of any of the Services or additional services 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 subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by County and to the extent of the Services 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. 3 • 7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than$1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations,personal/advertising injury,products/completed operations,broad form property damage with limits of liability not less than$1,000,000 per occurrence and $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Consultant's certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub-consultant. All coverage(s) for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall 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. iv. Consultant's insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant's policy shall contain a waiver of subrogation against Eagle County. 4 it v. All policies must contain an endorsement affording an unqualified thirty (30)days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Consultant's broker, without further notice or authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. 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 Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers' compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance 5 by Contractor or any of its sub-contractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Contractor in connection with the Services shall become property of County. Contractor shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights)to the same as County shall from time to time request. For purposes of this paragraph,the term "documents" shall mean and include all reports,plans, studies,tape or other electronic recordings, drawings, sketches, estimates, data sheets,maps and work sheets produced, or prepared by or for Contractor(including any employee or subcontractor in connection with the performance of the Services and additional services under this Agreement). 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i)personally delivered, or(ii)when mailed in the United States mail, first class postage prepaid, or(iii)when delivered by FedEx or other comparable courier service, charges prepaid,to the parties at their respective addresses listed below, or(iv)when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date,time and receiving facsimile number for the transmission, or(v)when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five(5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Kelley Collier 3289 Cooley Mesa Road Post Office Box 1070 Gypsum, CO 81637 Telephone: 970-328-3533 Facsimile: 970-328-3539 E-Mail: Kelley.Collier @eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 6 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty @eaglecounty.us CONTRACTOR: Connect One Design Attention: Heather Henry 435 N 8th Street Carbondale, CO 81623 Telephone: 970-279-1030 E-Mail: hh @connectonedesign.com 11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven(7) calendar days' prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue,Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations. 7 1 a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Facility, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. c. Contractor agrees to work in an expeditious manner,within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. d. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master- servant, partnership,joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. e. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. f. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. g. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. h. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this 8 Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. i. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. j. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. k. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect,that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. 1. The Contractor, if a natural person eighteen(18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii)to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. m. Contractor shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Contractor shall be subject to financial audit by federal, state or county auditors or their designees. Contractor authorizes such audits and inspections of records during normal business hours,upon 48 hours' notice to Consultant. Contractor shall fully cooperate during such audit or inspections. 15. Prohibitions on Government Contracts. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. 8-17.5- 101, et. seq., regarding Illegal Aliens-Public Contracts for Services, and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Agreement and that Contractor will participate in the E-verify Program or other Department of Labor and Employment program("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Contractor shall not: 9 i. Knowingly employ or contract with an illegal alien to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: http://www.dhs.gov/xprevprot/programs/gc 1185221678150.shtm c. Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. 10 [REST OF PAGE INTENTIONALLY LEFT BLANK] Zi IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: - Keith P. Ms tag, County Mana: r CONT� CT, BY: 1 / ��� If Air Pri Name: t!ad,e.4, rzi Title: OG018j71 12 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES SCOPE OF SERVICES 1. Event Pre-work. 8 HOURS Contractor will work closely with the County to develop a detailed agenda for the Event, including, but not limited to, outcomes,room set-up, attendee pre- work(if deemed necessary) and hour by hour exercises. Contractor will meet with the County via conference call to review this agenda and walk through each group exercise and revise the detailed agenda as necessary. Finalizing the agenda for this Event will likely take two to three conference calls and two to three agenda revisions. Contractor will also provide a summarized agenda to be distributed to event participants. 2. Set-up,Event Facilitation and Break-down on April 23rd. 8 HOURS Contractor will set- up the room, including all table and chair configurations, required boards and flip charts and group exercise supplies prior to the County's Board meeting so as to incur the least disruption to the meeting. This task then includes a full five hour facilitation of the Event and break-down of our materials. 3. Post Event Documentation. 6 HOURS Contractor will provide a summary document in Word including all information on flip charts and other feedback captured during the Event. Contractor will organize the summary document as it relates to Contractor's initial event outcomes so it may serve as a guide to move forward beyond the Event. Contractor will conduct a brief conference call with the County to summarize Contractor's findings and thoughts. Reimbursable/Out-of-Pocket Expenses In addition to Contractor's fees and services, Contractor will charge for expenses incurred on the County's behalf for the Event, not to exceed$500.00. These typically include costs associated with such items as travel, supplies and reproduction. Contractor shall invoice these expenses at cost. Mileage incurred in connection with the Event is charged at the current IRS rate. Contractor shall provide the County with an estimate of all reimbursable expenses and shall not incur such expenses without the prior written consent of the County. PROJECT FEES 1. Basic services. Contractor will bill its time hourly at$130/hour for two facilitators. Both Pam Britton and Heather Henry will attend all of the pre-work, event and post event meetings. Contractor shall provide the Services described in this Agreement for a lump sum of$2,860 based on the hours and additional reimbursement as described above, to be billed upon completion of the event facilitation and the post event documentation described above. 13 EXHIBIT B INSURANCE CERTIFICATE 14 ACRD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) --` 04/02/2014 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Lighthouse Brokerage, LLC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1029 East 8th Avenue#707 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Denver, Colorado 80218 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: The Hartord Gyles Thornely- Connect One Design INSURER B: The Travelers Insurance Company 55 Mining Stock Parkway INSURER C: Unit 201 INSURER D: Aspen, CO 81611 INSURER E: COVERAGES 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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD POLICY EFFECTIVE POLICY EXPIRATION LTR INSR TYPE OF INSURANCE POLICY NUMBER DATE(MM/DD/YY) DATE(MM/DD/YY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 COMMERCIAL GENERAL LIABILITY PREMISES SET Ea occurence) $ 100,000 A Y CLAIMS MADE 0 OCCUR 65SBAZS1695 10/04/2013 10/04/2014 MED EXP(Any one person) $ 1,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 ;71 POLICY n PROJECT n LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ n RETENTION $ $ WORKERS COMPENSATION AND WC Si Al U- 01 H- EMPLOYERS'LIABILITY TORY LIMITS n ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? If yes,describe under E.L.DISEASE-EA EMPLOYE_$ SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ OTHER g Professional Liabiltiy 105769034 04/09/2014 04/09/2015 $500,000ea/$1,000,000Aggregate DESCRIPTION OF OPERATIONS/LQCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Eagle County, Colorado DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Teig Stanley ACORD 25(2001/08) ©ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25(2001/08)