HomeMy WebLinkAboutC14-470 Absolutely, LLC Agreement a
AGREEMENT REGARDING PROVISION OF
PROFESSIONAL SERVICES FOR EAGLE COUNTY
This Agreement Re,d� ding Provision of Professional Services for Eagle County
("Agreement"), dated this !' day of , 2014, is between the County of Eagle, State of
Colorado, a body corporate and politic, by and through its County Manager ("County"), and
Absolutely,LLC a Colorado limited liability company ("Consultant").
RECITALS
WHEREAS, the Mid Valley Trails Committee (herein after referred to as the "Trails
Committee"or the "Committee") is a volunteer Committee established to administer a portion of
the Eagle County half-cent transportation tax that is dedicated to trails for the Roaring Fork
Valley. The Committee is tasked with working on trail planning,trail referrals to public entities,
grant requests and trails development. The Committee desires professional assistance in
coordinating this work; and
WHEREAS, The Consultant has extensive experience in meeting facilitation, project
management and trail building and desires to provide professional service to the Mid Valley
Trails Committee; and
WHEREAS, the Consultant has given the County a proposal for performing the Services
(defined below) and has represented that Absolutely, LLC has the expertise and personnel
necessary to perform the Services in a proper and timely manner; and
WHEREAS,the County desires to enter into an Agreement with the Consultant; and
WHEREAS, the Consultant and the County intend by this Agreement to set forth the
scope of the responsibilities of the Consultant in connection with the services and related terms
and conditions to govern the relationship between the Consultant and the County in connection
with the Services.
AGREEMENT
Therefore, based upon the representations by the Consultant set forth in the foregoing
recitals, for good and valuable consideration and the receipt and sufficiency of which are hereby
acknowledged, including the promises set forth herein,the parties agree to the following:
1. Scope of the Services: The Consultant shall assist the Trails Committee in all
administrative, marketing, communications and trail work oversight needed and as
more particularly described herein (the "Services"). For the year 2014, the
Consultant shall assist the Mid Valley Trails Committee to:
a. Provide administrative support to Mid Valley Trails Committee.
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b. Consistent with Regional Trails Plan, identify and prioritize new trail
opportunities.
c. Manage contracts and oversee the completion of approved trails projects.
d. Complete and facilitate the adoption of the 2014 update to the Mid Valley
Regional Trails Plan.
e. Communicate with the Town of Basalt, Pitkin County, and effected citizens,
organization and agencies on the progress of various trail projects and planning
efforts.
f. Provide periodic reports and updates to Eagle County.
The parties hereto recognize that the scope of Services may change by reason of a
decision of the Trails Committee or the County. When the Consultant believes that
the scope of Services has been changed, the Consultant shall immediately advise the
County of such belief and shall also provide a statement of the maximum additional
charges for such services. The Consultant shall not be entitled to be paid for any
additional services unless and until the County agrees in writing that the scope of
Services has changed and approves the statement of the maximum additional charges.
2. Consultant's Professional Level of Care: The Consultant shall be responsible for the
completeness and accuracy of the Services performed, including all supporting data
and other documents prepared or compiled in performance of the Services, and shall
correct, at its sole expense, all significant errors and omissions therein. The fact that
the County has accepted or approved Consultants Services shall not relieve the
Consultant of any of her responsibilities. The Consultant shall perform the Services
in a skillful, professional and competent manner and in accordance with the highest
standard of care, skill and diligence applicable to consultants with respect to similar
services. The Consultant shall not be responsible for the content or accuracy of any
reports or studies provided by the County or its representatives. This paragraph shall
survive termination of this Agreement.
3. Contract Term and Termination:
a. The term of this Agreement shall commence upon execution of the Agreement
and shall continue until December 31, 2014, at which time the Agreement shall
automatically terminate. The term of this Agreement may be renewed for
additional one-year periods upon written agreement of the parties.
b. The County may terminate this Agreement, in whole or in part, at any time for its
convenience upon providing written notice to the Consultant specifying the date
upon which termination becomes effective. This Agreement may be terminated
by the Consultant in the event of a material default of any of the terms and
conditions of the Agreement by the County, provided the Consultant has first
provided the County with written notice of the default and allowed the County to
cure said default within ten (10) days following receipt of the notice. Upon
termination, the County shall be liable only for Services satisfactorily completed
prior to the date of termination. At its sole option, the County may require that
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the Consultant complete particular portions of the Services on a time and
reimbursable expenses basis consistent with paragraph four (4) hereof. Upon
termination the Consultant shall deliver to County all data and other documents
entirely or partially completed, together with all materials supplied to the
Consultant by the County. Payment will be due within thirty (30) days after the
Consultant has delivered the last of the materials and documents, together with
any records that may be required to determine the amount due to Consultant.
c. This Agreement shall in no way commit the Eagle County Board of County
Commissioners to future support or future spending for the Mid Valley Trails
Committee Program.
4. Compensation and Payment: The Consultant shall bill the County on a monthly basis
and shall provide monthly accounting for time spent, updates on progress of work,
and other supporting information as the County may so request. Payment shall be
made in accordance with the following:
a. Time shall be billed on a per hour basis at a rate of $80 per hour for Services
rendered.
b. Payment shall be due within 30 days of receipt of billing.
c. The total fees and expenses for Services rendered for 2014 shall not exceed
$15,000.00.
d. The Consultant shall maintain comprehensive, complete and accurate records and
accounts of her performance relating to this Agreement for a period of three (3)
years following final payment hereunder, which period shall be extended at the
County's reasonable request. The County shall have the right within such period
to inspect such books, records and documents upon demand, with reasonable
notice and at a reasonable time, for the purpose of determining, in accordance
with acceptable accounting and auditing standards, compliance with the
requirement of this Agreement and the law.
e. Consultant will not be reimbursed for any out-of-pocket expenses unless
specifically approved in writing by the County. 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.
f. 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
Consultant 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, Consultant shall
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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.
g. County will not withhold any taxes from monies paid to the Consultant hereunder
and Consultant 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.
h. 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 Consultant 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).
5. Independent Contractor: It is expressly acknowledged and understood by the parties
hereto that nothing contained in this Agreement shall result in, or be construed as
establishing an employment relationship. The Consultant shall be, and shall perform
as, an independent contractor. No agent, subcontractor, employee, or servant of the
Consultant shall be, or shall be deemed to be, the employee agent or servant of the
County. The Consultant shall be solely and entirely responsible for her acts and for
the acts of the Consultant's agents, employees, servants and subcontractors during the
performance of this Agreement.
6. Personnel: The Consultant understands and hereby acknowledges that the County is
relying primarily upon the expertise and professional abilities of Consultant and its
employee of agent, Temple Glassier. This Agreement is conditioned upon the
continuing direct involvement of the Consultant in the Services performed. The
Consultant may not subcontract or delegate any part of the Services or substitute
subcontractors without the County's prior written consent, which consent the County
may withhold in its sole discretion. In the event the Consultant is unable to remain
involved in the Services, the Consultant shall immediately notify the County and the
County shall have the option to terminate this Agreement.
7. Ownership of Documents: All documents including electronic files which are
obtained during or prepared in the performance of the Services shall remain the
property of the County and are to be delivered to the County before final payment is
made to the Consultant or upon earlier termination of this Agreement.
8. No Assignment: The parties to this Agreement recognize that the services to be
provided pursuant to this Agreement are professional in nature and that in entering
into this Agreement the County is relying upon the professional services and
reputation of the Consultant. Therefore, the Consultant may not assign its interest in
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the Agreement including the assignment of any rights or delegation of any obligations
provided therein without the prior written consent of the County, which consent the
County may withhold in its sole discretion. Except as so provided, this Agreement
shall be binding on and inure to the benefit of the parties hereto and their respective
successors and assigns, and shall not be deemed to be for the benefit of or enforceable
by any third party. Unless specifically stated to the contrary in any written consent to
an assignment, no assignment will release or discharge the assignor from any duty or
responsibility under the Agreement.
9. Insurance: At all times during the term of this Agreement Consultant shall maintain
the following insurance.
a. Types of Insurance.
i. Workers' Compensation insurance as required by law.
ii. Comprehensive General Liability (including personal injury) with
limits of not less than $500,000 per individual and $1,000,000 per
occurrence.
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.
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.
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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 A. 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.
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10. Indemnification: The Consultant 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 by Consultant or any of its sub-consultants
hereunder; and Consultant 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
Consultant. This paragraph shall survive expiration or termination hereof.
11.Notices: Any notice and all written communications required under this
Agreement shall be given in writing by personal delivery FAX or mail to the other
party at the following addresses:
Consultant: Absolutely, LLC
Attention: Temple Glassier
PO Box 1147
Basalt CO 81621
Fax: 720-367-5093
County: Bryan Treu
Eagle County Attorney
PO Box 850
Eagle CO 81631
Fax: 970-328-8629
Committee: Mid Valley Trails Committee
c/o Don Hannon, Chairman
PO Box 1147
Basalt CO 81621
Notices shall be deemed given on the date of delivery; on the date a FAX is
transmitted and confirmed received or, if transmitted after normal business hours, on
the next business day after transmission, provided that a paper copy is mailed the
same date; or three days after the date of deposit, first class postage prepaid, in an
official depositary of the US Postal Service.
12. Prohibitions on Public Contracts for Services:
If Contractor/Consultant has any employees or subcontractors, Contractor/Consultant
shall comply with C.R.S. § 8-17.5-101, et seq.,regarding Illegal Aliens—Public
Contracts for Services, and this Contract. By execution of this Contract,
Contractor/Consultant certifies that it does not knowingly employ or contract with an
illegal alien who will perform under this Contract and that Contractor/Consultant
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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 work under this
Contract.
a. Contractor/Consultant shall not:
(i) Knowingly employ or contract with an illegal alien to perform
work under this contract for services; or
(ii) Enter into a contract with a subcontractor that fails to certify to the
Contractor/Consultant that the subcontractor shall not knowingly
employ or contract with an illegal alien to perform work under the
public contract for services.
b. Contractor/Consultant has confirmed the employment eligibility of all
employees who are newly hired for employment to perform work under
this Contract 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. The Contractor/Consultant 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 the Contractor/Consultant obtains actual knowledge that a subcontractor
performing work under the public contract for services knowingly
employs or contracts with an illegal alien, the Contractor/Consultant shall
be required to:
(i) Notify the subcontractor and the County within three days that the
Contractor/Consultant 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 the
Contractor/Consultant shall not terminate the contract with the
subcontractor if during such three days the subcontractor provides
information to establish that the subcontractor has not knowingly
employed or contracted with an illegal alien.
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e. The Contractor/Consultant 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 a Contractor/Consultant violates these prohibitions, the County may
terminate the contract for a breach of the contract. If the contract is so
terminated specifically for a breach of this provision of this Contract, the
Contractor/Consultant shall be liable for actual and consequential damages
to the County as required by law.
g. The County will notify the office of the Colorado Secretary of State if
Contractor/Consultant violates this provision of this Contract and the
County terminates the Contract for such breach.
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. Coordination: Consultant acknowledges that the development and processing of
the Services for the Project may require close coordination between various
consultants and contractors. Consultant shall coordinate the Services required
hereunder with the other consultants and contractors that are identified by County
to Consultant from time to time, and Consultant shall immediately notify such
other consultants or contractors, in writing, of any changes or revisions to
Consultant's work product that might affect the work of others providing services
for the Project and concurrently provide County with a copy of such notification.
Consultant shall not knowingly cause other consultants or contractors extra work
without obtaining prior written approval from County. If such prior approval is
not obtained, Consultant shall be subject to any offset for the costs of such extra
work.
15. Miscellaneous:
a. The Consultant shall not discriminate against any employee or applicant
for employment to be employed in the performance of this Agreement on
the basis of race, color, religion, national origin, sex, ancestry, physical
handicap, sexual orientation, age, political affiliation or family
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responsibility. The Consultant shall require all subcontractors to agree to
the provisions of this subparagraph.
b. The making, execution and delivery of this Agreement by the parties
hereto has not been induced by any prior or contemporaneous
representation, statement, warranty, or agreement as to any matter other
than those herein expressed. This Agreement embodies the entire
understanding and agreement of the parties, and there are no further or
other agreements or understandings, written or oral, in effect between
them relating to the subject matter hereof. This Agreement may not be
amended, including by any modification of, deletion from or addition to
the scope of Services, except by a written document of equal formality
executed by both parties hereto.
c. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Colorado, without reference to choice of
law rules. The parties agree that venue in any action to enforce or interpret
this Agreement shall be in the District Court in the 5th Judicial District for
the State of Colorado.
d. This Agreement does not and shall not be deemed to confer upon or grant
to any third party any right enforceable at law or equity arising out of any
term, covenant, or condition herein or the breach thereof.
e. Any waiver by either party of any provision of this Agreement shall not
imply a subsequent waiver of that or any other provision.
f. If any clause or provision of this Agreement shall be held to be invalid in
whole or in part, then the remaining clauses and provisions, or portions
thereof, shall nevertheless be and remain in full force and effect.
g. The Consultant shall perform the Services specified in this Agreement in
accordance with local state and federal law.
h. The Consultant, 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.
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement the day and
year first above written.
COUNTY OF EAGLE, STATE OF COLORADO,
By and Through Its COUNTY MANAGER
r
By: 11, : ■ I 1 .
Coun A..anager
CONSULTANT:
Absolutely,LLC
Or /c.,ILL elf /
y°
Temple G assie,
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A I3 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DEVYYYY)
12/29/2014
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 POUCIES
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 Eileen Martin
Peter Martin Insurance DBA Martin Insurance PHONE EXei. (970)963-6161 I T .Not(970)963-4331
995 Cowen Drive Suite 202 aooRess:eileenl @petermartininsurance.com
INSURER(S)AFFORDING COVERAGE NAIC#
Carbondale CO 81623 INSURER A:Berkshire Hathaway
INSURED INSURER B:
Absolutely LLC INSURER C:
638 County Road 162 INSURERD:
INSURER E:
Carbondale CO 81623 INSURER F:
COVERAGES CERTIFICATE NUMBERCL1421204675 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 -ADOL SUBR POLICY EFF POUCY EXP
LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER IMM/DD/YYYY) IMM/DDIYYYY) UMITS
GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
DAMAGE TO RENTED
X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $
• A CLAIMS-MADE X OCCUR X 02GHM00010802 2/1/2014 2/1/2015 MED EXP(Any one person) $ 5,000
PERSONAL a ADV INJURY $ 1,000,000
GENERAL AGGREGATE _$ 2,000,000_
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG $
-
POLICY 1 !JE(OT_ i LOC -$
AUTOMOBILE LUU3lUTY accident))SINGLE LIMIT $ 1,000,000
A ANY AUTO BODILY INJURY(Per person) $
ALL OWNED X SCHEDULED 02GBM00010802 2/1/2014 2/1/2015 BODILY INJURY Per accident S
AUTOS AUTOS I )
HIRED AUTOS
NON-OWNED PROPERTY DAMAGE
(Per accident)
Underinsured motorist property $
UMBRELLA(JAB OCCUR EACH OCCURRENCE $
EXCESS MB CLAIMS-MADE
jj AGGREGATE ;
DED } I RETENTIONS S
WORKERS COMPENSATION WC STATU- OTH-
AND EMPLOYERS'UABIUTY Y/N I TORY LIMITS _ ER
ANY PROPRIETOR/PARTNERIEXECUTIVE E.L.EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? N/A
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT_$
A Garagekeeper 02GBM00010802 2/1/2014 2/1/2015 $150,000
B In-tow limits 02GB/400010802 2/1/2014 2/1/2015 $100,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 191,Additional Remarks Schedule,If more space Is required)
Certificate holder is listed as additional insured
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Eagle County ACCORDANCE WITH THE POLICY PROVISIONS.
PO Box 850 AUTHORIZED REPRESENTATIVE
500 Braodway
Eagle, CO 81631
Peter Martin/MSP
ACORD 25(2010/05) ®1988-2010 ACORD CORPORATION. All rights reserved.
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