HomeMy WebLinkAboutC14-367 Computer Sites, Inc. Agreement AGREEMENT FOR ON-CALL SERVICES BETWEEN EAGLE COUNTY,COLORADO AND COMPUTER SITES,INC. THIS AGREEMENT("Agreement")is effective as of the day of �Ori WIC 2014("Effective Date") by and between Computer Sites,Inc.,a Colorado corporation(hereinafter"Contractor"or"Consultant")and Eagle County,Colorado,a body corporate and politic(hereinafter"County"). RECITALS WHEREAS,Computer Sites,Inc.will provide proactive annual maintenance to the generator and the Powerware universal power supply(UPS)at 500 Broadway,and will provide emergency 7 x 24 pay per incident Technical Support and Dispatch associated problems with the UPS. Computer sites may also be engaged to help with server room related projects pertaining to server rooms,UPS's and/or generators;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 on-call services or work at the rates set forth in Exhibit A and in accordance with a formal proposal for each on-call service to be provided by Contractor and approved by County in writing ("Services"or"Work").Exhibit A is attached hereto and incorporated herein by reference.The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services in accordance with the schedule established in each proposal approved by County. If no completion date is specified,then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below,Contractor 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,any proposal for Services hereunder and the terms and conditions set forth in this Agreement,the terms and conditions set forth in this Agreement shall prevail. 2. County's Representative. The IT Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. The term of this Agreement is for one(1)year from the Effective Date first set forth above which may be extended upon mutual written agreement of the Parties. ■11111111■1117 / _ 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties upon the same terms,conditions and rates set forth herein.Any amendments or modifications shall be in writing signed by both parties.No additional services or work performed by Contractor shall be he basis for additional compensation unless and until Contractor has obtained written authorization and acknow dgement by County for such additional services in accordance with County's internal policies. Accordi gly,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 accordance with the fee schedule set forth in Exhibit A. Prior to commencement of Services at any Property or Properties, Contractor shall first provide County with a written estimate which shall include an estimate of the labor,materials and any additional costs necessary to perform the Services at a particular Property or Properties. Each estimate must be approved by County's Representative prior to commencement of the Services by Contractor and all rates shall be in accordance with the fee schedule set forth in Exhibit A. Total compensation for all Services under this • Agreement shall not exceed twenty thousand dollars($20,000). 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. 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 phayment 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. c. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees tb be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. d. 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 Decem er 31 of any year,without an appropriation therefor by County in accordance with a budget adopted by the Board f County Commissioners in compliance with Article 25,title 30 of the Colorado Revised Statutes,the Local Govern ent 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 per$onnance 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 2 IC1 Eagle County On-Call General Services IT final 5/14 personnel assigned to perform the Services 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. 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. iv. Professional Liability (Errors and Omissions) including Cyber Liability with prior acts coverage for all deliverables,Services and additional services required hereunder,in a form and with insurer or insurers satisfactory to County,with limits of liability of not less than$1,000,000 per claim and$1,000,000 in the aggregate. The insurance shall provide coverage for(i)liability arising from theft,dissemination and/or use of confidential information stored or transmitted in electronic form; (ii) Network Security Liability arising from unauthorized access to,use of or tampering with computer systems including hacker attacks,inability of an authorized third party to gain access to your Software or Services including denial of access or Services unless caused by a mechanical or electrical failure; (iii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, County or a third person's computer,computer system,network or similar computer related property and the data,software and programs thereon. v. Crime Coverage shall include employee dishonesty, forgery or alteration and computer fraud. If Consultant is physically located on County premises, third party fidelity coverage extension shall apply. The policy shall include coverage for all directors,officers and employees of the Consultant.The bond or policy shall include coverage for extended theft and mysterious disappearance. The bond or policy shall not contain a condition requiring an arrest or conversion. Limits shall be a minimum of$1,000,000 per loss. 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. Contractor's certificates of insurance shall include subcontractors,if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. 3 Eagle County On-Call General Services IT final 5/14 iii. The insurance provisions of this Agreement shall survive expiration or terminat on hereof. iv. The parties hereto understand and agree that the County is relying on,and does not wait or intend to waive by any provision of this Agreement,the monetary limitations or rights,immunities and protections provided by the Colorado Govermnental Immunity Act,as from time to time amended,or otherwise availablO to County,its affiliated entities,successors or assigns,its elected officials,employees,agents and volunteeks. v. Contractor is not entitled to workers'compensation benefits except as provided by the Contractor,nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor 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 per rmance or nonperformance by Contractor or any of its subcontractors hereunder;and Contractor shall reimbur e County for reasonable attorney fees and costs,legal and other expenses incurred by County in connection with in stigating 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(including electronic files)and materials obtained during, purchasCd or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of 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:Jake Klearman 500 Broladway Post Office Box 850 Eagle,CO 81631 Telephone:970-328-3595 Facsimile: 970-328-3599 E-Mail:Itinvoices @eaglecounty.us With a copy to: Eagle County Attorney 4 Eagle County On-Call General Services IT final 5/14 500 Broadway Post Office Box 850 Eagle,Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail:atty @eaglecounty.us CONTRACTOR: Computer Sites,Inc. Randy Zepp 1225 S Huron St. Telephone:303 871-0550 Facsimile:303 871-0515 E-Mail:randy @computersites.net 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 thirty(30)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. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property or Properties,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 will make,or cause to be made,examinations,investigations,and tests as he deems necessary for the performance of the Services. c. To the extent possible,Contractor has correlated the results of such observations,examinations, investigations,tests,reports,and data with the terms and conditions of this Agreement. 5 Eagle County On-Call General Services IT final 5/14 d. To the extent possible,Contractor has given County written notice of all conflicts,errors,or discrepancies. le. 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 as accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall per onn the Services in a skillful,professional and competent manner and in accordance with the standard of care,ski 1 and diligence applicable to contractors performing similar services. Contractor represents and warrants that it h the expertise and personnel necessary to properly perform the Services and shall comply with the highest standard 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. f. 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. g. 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. h. 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. i. 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. j. 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. k. 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 Agreement and all rights and obligations hereunder are reserved solely for the parties,and not to any third party. 1. 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. m. The invalidity,illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. 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 Service;and Contractor shall not employ any person having such known interests. o. 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 6 Eagle County On-Call General Services IT final 5/14 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. [REST OF PAGE INTENTIONALLY LEFT BLANK] 7 Eagle County On-Call General Services IT final 5/14 IN WIT ESS 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: %/�7�i_l� ✓ / Keith P. Montag, County Ma :ger CONTRACTOR:COMPUTER SITES,INC. a Colorado co ation By: ./� ___—... .1 Print Name: 6I1✓ 7. -- ,v v.!,.. S i--ru Title: Pr 2 S, 8 Eagle County On-Call General Services IT final 5/14 EXHIBIT A Fee Schedule Item No. Qty Model No. Description Unit Price Extended Price Cummins Preventative 1 1 DGFA Maintenance for 150kw $2,420.00 $2,420.00 150kw generator 1 1 9315-50 Powerware Proactive Service $5,856.00 $5,856.00 Plan s/n: EW103ZBA02 Total $8,276.00 Powerware Proactive Service Plan s/n:EW103ZBA02 Includes: Full Emergency&Corrective Coverage Annual UPS Preventive Maintenance Annual Battery Preventive Maintenance Eight(8)hour Maximum Response time 7 x 24 x 365 Coverage 7 x 24 Technical Support and Dispatch Excludes: Battery Replacement Cummins Preventative Maintenance for 150kw generator Includes: (1)Major PM and(1)Minor PM as recommended by the manufacturer. The minor Pm would be completed by the end of January 2015 and consist of the following: Check engine oil,oil filters,fuel filters and air filters. Inspect all belts and hoses. Inspect and test starter batteries. 9 Eagle County On-Call General Services IT final 5/14 �fhe major PM would be completed by the end of July 2015 and consist of the following: Change engine oil,oil filters, fuel filters and air filters. Inspect all belts and hoses. Inspect and test starter batteries. For labdr not covered under the contracts pricing will be as follows: Labor Category Price per hour Senior Engineer(Electrical, Mechanical) $130 Senior project Engineer (Civil,Stnictural,Environmental) $125 LandscSpe Architect $120 Project Engineer $120 Design Engineer $105 Project Manager $110 Project Superintendent $100 Master Electrician $100 Electrical Labor $95 Service Technician $135 Senior Service Technical $160 Mechanical Labor $95 Construction Assistant $80 CAD Operator $65 Equipment Rigger $80 Contracts Administrator $65 Overtime rates are calculated by multiplying the standard rates shown above by 1.5 (Professional Engineering Services;Electrical,Mechanical,Civil,Structural,Design and Enviromnental,are exempt from overtime rates). 10 Eagle County On-Call General Services IT final 5/14 EXHIBIT B INSURANCE CERTIFICATES 11 Eagle County On-Call General Services IT final 5/14 COMPSIT-01 MERCHANTAI ACORO' DATE(MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 9/3/2014 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 NAME:ACT certificates@willis.com Willis of Colorado,Inc. PHONE g77 945-7378 FAX 888 467-2378 c/o 26 Century Blvd (AI C,No,Ext):(877) (A/C,No): (888) P.O.Box 305191 E-MAIL DDRESS: Nashville,TN 37230-5191 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Continental Insurance Company 35289 INSURED INSURER B:Valley Forge Insurance Company 20508 Computer Sites,Inc. INSURER C:Continental Casualty Company 20443 1225 South Huron INSURER D:Pinnacol Assurance Company 41190 Denver,CO 80223 INSURER E:Hanover Insurance Company 22292 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP W LIMITS LTR INSD VD POLICY NUMBER (MMIDD/YYYY) (MM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X 4024840653 08/01/2014 08/01/2015 DAMAGE PREMISES T(OEa RENTED occurrence) $ 1,500,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADVINJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X j CT X LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) B X ANY AUTO X 4024840636 08/01/2014 08/01/2015 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 C EXCESS LIAB CLAIMS-MADE CUP4030406096 08/01/2014 08/01/2015 AGGREGATE $ 10,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION X AND EMPLOYERS'LIABILITY STATUTE ER YIN D ANY PROPRIETOR/PARTNER/EXECUTIVE 4107093 08/01/2014 08/01/2015 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ E Prof.Liab. LH4 8827134 06 08/01/2014 08/01/2015 Ded:25,000/Limit 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Eagle County,its associated or affiliated entities,its successors and assigns,elected officials,employees,agents and volunteers are included as Additional Insureds as respects to General Liability and Auto Liability. 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. Eagle County,Colorado Attn:Jake Klearman AUTHORIZED REPRESENTATIVE 500 Broadway Post Office Box 850 (Eagle,CO 81631 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD • G-17957-H CNA (Ed.01/13) BLANKET ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS- WIFH PRODUCTS-COMPLETED OPERATIONS COVERAGE— LIMITED LIABILITY It is understCod and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows: SCHEDULE(OPTIONAL) Name of Additional Insured Persons Or Organizations ■ (As required by"written contract'per Paragraph A.below.) Locations of Covered Operations (As per the'written contract,"provided the location is within the"coverage territory'of this Coverage Part.) A. Section II-Who Is An Insured is amended to include as an additional insured: 1. An person or organization whom you are required by 'written contract'to add as an additional insured on this Co erage Part; and 2. The particular person or organization,if any,scheduled above. ., B. The insurance provided to the additional insured is limited as follows: E 1. Th person or organization is an additional insured only with respect to liability for 'bodily injury,' 'property darriage,'or'personal and advertising injury and only to the extent caused by: a. Your negligent acts or omissions, or the negligent acts or omissions of those acting on your behalf, in the N performance of your ongoing operations specified in the'written contract";or 0 b. "Your work"that is specified in the'written contract' but only for"bodily injury'or"property damage' included s in the"products-completed operations hazard,'and only if: (1) The"written contract'requires you to provide the additional insured such coverage; and z (2) This Coverage Part provides such coverage. § 2. WS will not provide the additional insured any broader coverage or any higher limit of insurance than: a. I The maximum permitted by law; b. I Required by the"written contract'; c. Described in B.1.above;or d. Afforded to you under this policy, wh chever is less. 3. No ithstanding anything to the contrary in Condition 4.Other Insurance(Section IV),this insurance is excess of all ther insurance available to the additional Insured whether on a primary,excess, contingent or any other basis. But if required by the"written contract'to be primary and non-contributory,this insurance will be primary and non- . - contributory relative to insurance on which the additional insured is a Named Insured. _ 4. The insurance provided to the additional insured does not apply to"bodily Injury,'°property damage,' or°personal - and advertising injury'arising out of: G-17957-H(01/13) Page 1 of 2 Copyright,CNA M Rights Reserved. G-17957-H (Ed.01/13) a. Acts or omissions of the additional insured, or of anyone, other than you, acting on the additional insured's behalf. b. The rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: (1) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys,field orders,change orders or drawings and specifications;and (2) Supervisory, inspection,architectural or engineering activities;or c. Any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Coverage Part. C. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: 1. The Duties In The Event of Occurrence, Offense, Claim or Suit condition is amended to add the following additional conditions applicable to the additional insured: An additional insured under this endorsement will as soon as practicable: (1) Give us written notice of an "occurrence" or an offense which may result in a claim or "suit" under this insurance,and of any claim or"suit'that does result; (2) Except as provided in Paragraph B.3 of this endorsement, agree to make available any other insurance the additional insured has for a loss we cover under this Coverage Part; (3) Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or"suit';and (4) Tender the defense and indemnity of any claim or 'suit' to any other insurer or self insurer whose policy or program applies to a loss we cover under this Coverage Part. But if the "written contract" requires this insurance to be primary and non-contributory, this provision (4) does not apply to insurance on which the additional insured is a Named Insured. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a claim or"suit." D. Only for the purpose of the insurance provided by this endorsement,SECTION V—DEFINITIONS is amended to add the following definition: 'Written contract'means a written contract or written agreement that requires you to make a person or organization an additional insured on this Coverage Part,provided the contract or agreement: 1. Is currently in effect or becomes effective during the term of this policy; and 2, Was executed prior to: a. The"bodily injury'or'property damage';or b. The offense that caused the'personal and advertising injury" for which the additional insured seeks coverage under this Coverage Part. All other terms and conditions of the Policy remain unchanged. G-17957-H (01/13) Page 2 of 2 Copyright,CNA MI Rights Reserved. SCA 23 500D CNA (Ed. 10111) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXTENDED COVERAGE ENDORSEMENT — BA PLUS This endOrsement modifies insurance provided under the following: • BUSINESS AUTO COVERAGE FORM I. LIABILTY COVERAGE 1. Which are no longer in force;or . A. Who Ms An Insured 2. Whose limits have been exhausted. The following is added to Section II, Paragraph Al.,. B. Bail Bonds and Loss of Earnings Who Is An Insured: Section II, Paragraphs A.2.a.(2) and A.2.a.(4) are 1. 4. Any incorporated entity of which the Named revised as follows: Insured owns a majority of the voting stock on 1. in a.(2), the limit for the cost of bail bonds is the date of inception of this Coverage Form; increased from$2,000 to$5,000,and provided that, b. The insurance afforded by this provision A.1. 2. In a.(4), the limit for the loss of earnings is does not apply to any such entity that is an increased from$250 to$500 a day. "insured' under any other liability 'policy° C. Fellow Employee • providing'auto"coverage. Section II,Paragraph B.5 does not apply. 2. Amy a limited liability company, partnership or ny organization you newly acquire or form, other Such coverage as is afforded by this provision C. is t jpint venture, and over which you maintain excess over any other collectible insurance. • • Majority ownership interest. II. PHYSICAL DAMAGE COVERAGE The insurance afforded by this provision AZ: A. Towing 4. Is effective on the acquisition or formation Section III.Paragraph A.2,is revised to include Light date, and is afforded only until the end of the Trucks up to 10,000 pounds G.V.W. policy period of this Coverage Form, or the next anniversary of its inception date, B. Glass Breakage - Hitting A Bird Or Animal - whichever is earlier. Falling Objects Or Missiles b. Does not apply to: The following is added to Section III,Paragraph k3.: s I r (1) 'Bodily injury" or 'property damage" With respect to any covered "auto,' any deductible a caused by an "accident" that occurred shown in the Declarations will not apply to glass before you acquired or formed the breakage if such glass is repaired, in a manner I I organization;or acceptable to us,rather than replaced. (2) Any such organization that is an 'insured' C. Transportation Expenses 8 under any other liability "policy" providing Section III,Paragraph A.4.a. is revised, with respect 'auto°coverage. to transportation expense incurred by you,to provide: • — 3. Any person or organization that you are obligated a, $60 per day,in lieu of$20;subject to to provide Insurance where required by a written ontract or agreement is an insured, but only with b. $1,800 maximum,in lieu of$600. aspect to legal responsibility for acts or omissions D. Loss of Use Expenses f a person for whom Liability Coverage is fforded under this policy. Section III, Paragraph A.4.b. is revised, with respect 4. n "employee" of yours is an Insured" while to loss of use expenses incurred by you,to provide: perating an 'auto" hired or rented under a a. $1,000 maximum,in lieu of$600. .W.� Oontract or agreement in that "employee's"'name, E. Personal Property -T....-. With your permission, while performing duties related to the conduct of your business. The following is added to Section III,Paragraph A.4. $= 'Polity" as used in this provision A. Who Is An c. We will pay up to $500 for loss to Personal Insured, includes those policies that were in force on Property which is: the inception date of this Coverage Form but: SCA 23. 00D Copyright,CNA Corporation,2000. Page 1 of 3 (Ed.10/ 1) includes copyrighted material of the Insurance services Office used with Its permission, CJV SCA 23 500D (Ed. 10/11) (1) Owned by an"insured";and in that individual "employee's° name, with (2) In or on the covered'auto." your permission, while performing duties related to the conduct of your business. This coverage applies only in the event of a total c. The most we will pay for any one"accident' or theft of your covered"auto." "loss' is the actual cash value, cost of repair, This insurance is excess over any other collectible cost of replacement or $75,000 whichever Is insurance and no deductible applies, less minus a $500 deductible for each covered auto. No deductible applies to 'loss" F. Rental Reimbursement caused by fire or lightning. The following is added to Section III,Paragraph A.4.: d. We will pay for rental reimbursement expenses d. The physical damage coverage as Is provided incurred by you for the rental of an"auto°because by this provision will be limited to the types of of "loss° to a covered 'auto.' Payment applies in physical damage coverage(s) provided on addition to the otherwise applicable amount of your owned"autos." each coverage you have on a covered "auto.° No e. Such physical damage coverage for hired deductibles apply to this coverage. "autos'will: 1. We will pay only for those expenses incurred during the policy period beginning 24 hours (1) consequence loss of an " provided it is which after the loss" and ending, regardless of the consequence of ed accident for whicd the Named Insured is legally liable, and policy's expiration, with the lesser of the as a result of which a monetary loss is following number of days: sustained by the leasing or rental (a) The number of days reasonably required concern. to repair or replace the covered"auto";or, (2) Such coverage as is provided by this (b) 15 days. provision G.e.(1)will be subject to a limit 2. Our payment is limited to the lesser of the of$750 per°accident' following amounts: H. Airbag Coverage (a) Necessary and actual expenses incurred; The following is added to Section Ill,Paragraph B.3. or, The accidental discharge of an airbag shall not be (b) $25 per day subject to a maximum of considered mechanical breakdown, $375. I. Electronic Equipment 3. This coverage does not apply while there are Section III, Paragraphs B.4.c and B.4.d.are deleted spare or reserve autos available to you for and replaced by the following: your operations. 4. If "loss" results from the total theft of a c. Physical Damage Coverage" on a covered covered "auto" of the private passenger type, also applies ln we will pay under this coverage only that permanently installed electronic ctronic"c equipment to any including its antennas and other accessories amount of your rental reimbursement expenses which is not already provided for d. A $100 per occurrence deductible applies to under the Physical Damage Coverage the coverage provided by this provision. Extension. J. Diminution In Value G. Hired"Autos" The following Is added to Section Ill,Paragraph B.S. The following is added to Section III.Paragraph A.: Subject to the following, the 'diminution in value" 5. Hired"Autos' exclusion does not apply to: If Physical Damage coverage Is provided under a. Any covered "auto" of the'private passenger this policy, and such coverage does not extend to type you lease, hire, rent or borrow, without a Hired Autos, then Physical Damage coverage is driver for a period of 30 days or less, while extended to: performing duties related to the conduct of a. Any covered "auto" you lease, hire, rent or your business;and borrow without a driver;and b. Any covered 'auto" of the private passenger Ix Any covered "auto" hired or rented by your type hired or rented by your "employee' 'employes"without a driver, under a contract without a driver for a period of 30 days or less, SCA 23 500D Copyright,crrA Corporation,2000. - Page 2 of 3 (Ed. 10/11) Includes eopyrlgMed material of the hisurance Services Office used with its permission. SCA 23 500D CNA (Ed. 10/11) under a contract in that individual Such "executive officers' are "insureds" while 'employee's" name, with your permission, using a covered'auto"described in this provision. while performing duties related to the conduct ly° BUSINESS AUTO CONDITIONS of your business. O Such coverage as is provided by this A. Duties In The Event Of Accident, Claim, Suit Or II provision is limited to a 'diminution in value' Loss loss arising directly out of accidental damage The following is added to Section IV, Paragraph 1 and not as a result of the failure to make A.2.a. repairs; faulty or incomplete maintenance or (4) Your'employees" may know of an 'accident' repairs; or the installation of substandard or 'loss." This will not mean that you have parts. such knowledge, unless such 'accident" or • d. The most we will pay for'loss' to a covered 'loss' is known to you or if you are not an "auto"In any one accident is the lesser of: individual, to any of your executive officers or (1) $5,000;or partners or your insurance manager. (2) 20% of the "auto's" actual cash value The following is added to Section IV, Paragraph • (ACV) A.2.b. . I(1. Driv@ Other Car Coverage—Executive Officers (6) Your 'employees' may know of documents received concerning a claim or°suit.°This will The following is added to Sections II and III: not mean that you have such knowledge, unless receipt of such documents is known to 1. Any 'auto" you don't own, hire or borrow is a you or if you are not an individual, to any of vered "auto" for Liability Coverage while being your executive officers or partners or your used by, and for Physical Damage Coverage ; insurance manager. ' *lie in the care,custody or control of,any of your 'executive officers,"except: B. Concealment,Misrepresentation or Fraud a. An "auto" owned by that'executive officer' or The following is added to Section IV,Paragraph B.2. a member of that person's household;or Your failure to disclose all hazards existing on the date gb.An 'auto" used by that'executive officer'while of inception of this Coverage Form shall not prejudice • working in a business of selling, servicing, you with respect to the coverage afforded provided repairing or parking"autos.' such failure or omission is not intentional. Such Liability and/or Physical Damage Coverage C. Policy Period,Coverage Territory E as is afforded by this provision will be: s Section IV, Paragraphs 7.(5).(a). is revised to g (1) Equal to the greatest of those coverages provide: afforded any covered"auto";and a. 45 days of coverage in lieu of 30 days x( 2) Excess over any other collectible V. DEFINITIONS insurance. 1 Section V. Paragraph C. is deleted and replaced by 1 2. For purposes of this provision, "executive officer the following: means a person holding any of the officer positions created by your charter,constitution, by- 'Bodily injury'means bodily injury,sickness or disease (laws or any other similar governing document, sustained by a person, including mental anguish, and, while a resident of the same household, mental injury or death resulting from any of these includes that person's spouse. iiiirir = SCA 23 500D Copyright,CNA corporation,2000. Page 3 of 3 (Ed. 10/11) Includes copyrighted material or the Insurance Services Office wed with its permission_