No preview available
HomeMy WebLinkAboutRAP16-007 R&A Enterprises of Carbondale1 RAP Procurement and Installation Final 5/14 AGREEMENT FOR PROCUREMENT AND INSTALLATION SERVICES BETWEEN RIVERVIEW APARTMENTS PRESERVATION, LP AND R&A ENTERPRISES OF CARBONDALE, INC. THIS AGREEMENT (“Agreement”) is effective as of the _____ day of _____________, 20____ by and between R&A Enterprises of Carbondale, Inc. a Colorado corporation (hereinafter “Contractor”) and Riverview Apartments Preservation, LP, a Colorado Limited Partnership (hereinafter “RAP”). RECITALS WHEREAS, RAP desires to hire Contractor to replace six (6) parking lot light fixtures through a retrofit of the current heads through Option 2 of Exhibit A (the “Project”) at the Riverview Apartments in Avon, Colorado (the “Property”); 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 equipment, materials and installation services as set forth below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and RAP in connection with the procurement of equipment, materials and services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and RAP agree as follows: 1. Services or Work. Contractor agrees to procure the materials, equipment and/or products (“Equipment”) necessary for the Project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the procurement and installation services 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. Contractor agrees to furnish the Services no later than January 31, 2017 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, 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 and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. c. RAP shall have the right to inspect all Equipment. Inspection and acceptance shall not be unreasonably delayed or refused. In the event RAP does not accept the Equipment for any reason in its sole discretion, then Contractor shall upon RAP’s request and at no charge to RAP: i. take the Equipment back; ii. exchange the Equipment; or DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32     RAP16-007 2 RAP Procurement and Installation Final 5/14 iii. repair the Equipment. 2. RAP’s Representative. The Maintenance Supervisor, William Wright, 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 through the 31 st day of January 2017. 4. Extension or Modification. Any amendments or modifications 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 RAP for such additional services in accordance with RAP’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 RAP 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 RAP 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. RAP shall compensate Contractor for the Equipment and performance of the Services in a sum computed and payable as set forth in Option 2 of Exhibit A. The Equipment and performance of the Services under this Agreement shall not exceed $3,269 for the replacement of six (6) parking lot lights ($529 per light plus the one-time $95 trip fee). 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 RAP. a. Payment will be made for Equipment and 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 RAP may request. b. If, at any time during the term or after termination or expiration of this Agreement, RAP reasonably determines that any payment made by RAP to Contractor was improper because the Equipment or Services for which payment was made were not provided or performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from RAP, Contractor shall forthwith return such payment(s) to RAP. Upon termination or expiration of this Agreement, unexpended funds advanced by RAP, if any, shall forthwith be returned to RAP. c. RAP 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. 6. Subcontractors. Contractor acknowledges that RAP 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 RAP’s prior written consent, which may be withheld in RAP’s sole discretion. RAP 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 RAP has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by RAP 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 RAP. RAP shall have the right (but not the obligation) to DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 3 RAP Procurement and Installation Final 5/14 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. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include RAP, 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 RAP separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that RAP 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 RAP, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. 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 RAP, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which RAP 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 Contractor or any of its subcontractors hereunder; and Contractor shall reimburse RAP for reasonable attorney fees and costs, legal and other expenses incurred by RAP in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 4 RAP Procurement and Installation Final 5/14 claims by third parties against the RAP to the extent that RAP 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, purchased or prepared in the performance of the Services shall remain the property of RAP and are to be delivered to RAP before final payment is made to Contractor or upon earlier termination of this Agreement. Further, Contractor shall execute any bill of sale or other documents required by RAP to transfer title of the Equipment to RAP. Contractor shall provide copies of any instruction or operations or care manuals and shall further provide copies of any manufacturers warranties associated with the Equipment. 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. RAP: Attention: Daniel Murray 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8779 Facsimile: 970-328-8782 E-mail: Daniel.murray@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-mail: atty@eaglecounty.us CONTRACTOR: R&A Enterprises of Carbondale, Inc. Attn: Gavin Boucher 5317 County Rd 154, Ste. 201 Glenwood Springs, CO 81601 Telephone: 970-945-6500 Facsimile: 970-945-0500 11. Termination. RAP 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 RAP with all documents as defined in DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 5 RAP Procurement and Installation Final 5/14 paragraph 9 hereof, in such format as RAP shall direct and shall return all RAP owned materials and documents. RAP 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 intended purpose and use of the Equipment, nature and extent of the Services to be provided hereunder and the Property, 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. d. To the extent possible, Contractor has given RAP written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for 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 RAP has accepted or approved the Equipment and/or 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. f. Contractor hereby represents and warrants that the Equipment will be new and will perform the Services in a good and workmanlike manner and guarantees all Work against defects in materials or workmanship for a period of one (1) year from the date the Work is accepted by RAP, or such longer period as may be provided by the law or as otherwise agreed to by the parties. g. All guarantees and warranties of Equipment furnished to Contractor or any subcontractor by any manufacturer or supplier are for the benefit of RAP. If any manufacturer or supplier of any Equipment furnishes a DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 6 RAP Procurement and Installation Final 5/14 guarantee or warrantee for a period longer than one (1) year, then Contractor’s guarantee or warrantee shall extend for a like period as to such Equipment. h. Contractor warrants that title to all Work and Equipment shall pass to RAP either by incorporation into the Property or upon receipt by Contractor of payment from RAP (whichever occurs first) free and clear of all liens, claims, security interests or encumbrances. Contractor further warrants that Contractor (or any other person performing Work) purchased all Equipment free and clear of all liens, claims, security interests or encumbrances. Notwithstanding the foregoing, Contractor assumes all risk of loss with respect to the Equipment until the Equipment is installed and RAP has inspected and approved the same. i. Within a reasonable time after receipt of written notice, Contractor shall correct at its own expense, without cost to RAP, and without interruption to RAP: i. Any defects in materials or workmanship which existed prior to or during the period of any guarantee or warranty provided in this Agreement; and ii. Any damage to any other Work or property caused by such defects or the repairing of such defects. j. Guarantees and warranties shall not be construed to modify or limit any rights or actions RAP may otherwise have against Contractor in law or in equity. k. 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. l. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of RAP. 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 RAP and Contractor except that of independent contractor. Contractor shall have no authority to bind RAP. m. 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. n. 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. o. Contractor shall not assign any portion of this Agreement without the prior written consent of the RAP. Any attempt to assign this Agreement without such consent shall be void. p. 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. q. 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. r. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 7 RAP Procurement and Installation Final 5/14 s. The signatories to this Agreement aver to their knowledge, no employee of RAP 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. t. 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. 15. Prohibitions on Contracts. a. As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries not legally in the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or subcontractors, Contractor shall not: i. Knowingly employ or contract with an undocumented individual 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 undocumented individual to perform work under the contract for services. b. If Contractor obtains actual knowledge that a subcontractor performing work under the contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and RAP within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to subparagraph (i) of the paragraph 14(b) the subcontractor does not stop employing or contracting with the undocumented individual; 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 undocumented individual. c. If Contractor violates these prohibitions, RAP 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 RAP. d. RAP may notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and RAP terminates the Agreement for such breach. [Rest of page intentionally left blank] DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 8 RAP Procurement and Installation Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. Riverview Apartments Preservation LP By and through Riverview Apartments Preservation LLC, its general partner By and through Eagle County Housing and Development Authority, its sole member By: _______________________ Jill Klosterman, Executive Director CONTRACTOR: R&A ENTERPRISES OF CARBONDALE, INC. By:________________________________ Print Name:_________________________ Title: ______________________________ DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32           9 RAP Procurement and Installation Final 5/14 EXHIBIT A SCOPE OF SERVICES, EQUIPMENT, SCHEDULE, FEES DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 November 22, 2016 TO: William /Eagle Co Proposed work: To fix the parking lot light at river park apartments. Option1: Replace the existing heads with new Rab RWLED3T125 this is price per head. Labor: $95 Material: $1062 Total: $1,157 $95 travel time per trip due to the bucket truck. Option 2: Retro fit the existing Kim fixtures with a global tech GTR5498HOSVGRT3SOLYMGL retro fit kit price per fixture. Labor: $95 Material: $425 Total: $529 $95 travel time per trip due to the bucket truck. Excluded: 1) Drywall repair and painting 2) Any trenching or backfill 3) Any concrete work, coring, or patching. 4) Trash removal to on site container only. 5) Overtime, based on 40 hour per week schedule. 6) Recycling of old fixtures and lamps. We appreciate the opportunity to bid this project and we look forward to providing you with our services. Thank you, Gavin Boucher R&A Enterprises P 970.945.6500 DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32                                                          !        "      #  """ $!%& '()*   +),*       - . / 01 * / +()           # / . . '(,2/ ''(% (,32/ ,4,% (5,2/ ,6'% (442/ ,)(% " */ '+5*    / 7+8   */ '()* .  #/ ),,,9 .  % / 6) .$" 4,  / ',,,,, / ', 37+   / 3' :*                       !"# $   !%&  $%0   -           ";% <47  3,         =   =    ' '    # "    %                   (   )*   ',, ,,,     + ,    #        5,>.?5,> *   *            - %       -                  :% @ ,4) -)               )          %      '= ' '?5= ' '?(=  (= !  ,  ( . !                              2!.  -     /   <  A2  $B    :              2!.  -      +    <          + +  4 <%            - -   DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32    "<3, #<('     /0  0'A,C( +) +   ## """                           D "   EF      G    0  " :   ":66   12 0  "    )C    %;".'+6+' *2 *  )    5,>.   ,  )(  %    GH?)        $!%'()     - 0**   ) - A+) 0   1   / ' B    + 2        (,,9 ..# )   +*  $%0 ..#E.  . #F     % ;      .       EF: %;".43+44(,''    #  .. .  ( '4),% ',,(442 ),?6,B1 ''% : 778 - ))8'(,2 ')68(442 DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32      3) 4   ) 62      "?%;" .6(5'( ( 5)   $!%&'()* +),*    +   67 $*+#'()?', $*+#'()?0 $*+#'()?:. $*+#'()?:.(  $*+#'()?:.#(,'+ .  #  (5  %     D    #   (5          #$!%&      A . .  # <-  ,    $%0          E',F                  -   +) (   $%0 ; I    A% $%0 "0* +  ) * +*   #  .!#   A     0 % % 0 3004 +*   #    )((()('=$D A % "   <C0 %  %. <  E! (,',F   * +*   #  .!#   A     # % % / )     %$ ()5 DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32   *. ) "       G  (4          :    -              .      A  '= ''?5= ''?(=(= !    "    )C    %;" .'+6+'         ',J   (  8 . * 2) ,  + * . ** 1   ! $*         9 @# """:6;@ '()*  '@ ),,,9 E. F <@+,,,9 E*F @5,,,9 E; F  '@ 01 ,@ *  0/@ C  '@;    =:&@     '@ '(,(442 =7%&@ 53,2  '@; : =+ @'(, (442#   =+ 7@53,2 #    '@; 0  =@0   DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 10 RAP Procurement and Installation Final 5/14 EXHIBIT B INSURANCE CERTIFICATES DocuSign Envelope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‹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ocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 Includes copyrighted material of Insurance GA 233 CO 05 11 Services Office, Inc., with its permission.Page 1 of 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULL Y. COLORADO CONTRACTORS'COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Endorsement - Table of Contents: Coverage:Begins on Page: 1.Employee Benefit Liability Coverage __________________________________________________________2 2.Unintentional Failure to Disclose Hazards _____________________________________________________8 3.Damage to Premises Rented to You __________________________________________________________8 4.Supplementary Payments ____________________________________________________________________9 5.Medical Payments___________________________________________________________________________10 6.Voluntary Property Damage (Coverage a.) and Care, Custody or Control Liability Coverage (Coverage b.) _____________________________________________________________10 7.180 Day Coverage for Newly Formed or Acquired Organizations_______________________________10 8.Waiver of Subrogation_______________________________________________________________________10 9.Automatic Additional Insured - Specified Relationships: _______________________________________11 •Managers or Lessors of Premises; •Lessor of Leased Equipment; •Vendors; •State or Political Subdivisions - Permits Relating to Premises; •State or Political Subdivisions - Permits; and •Contractors' Operations 10.Broadened Contractual Liability - Work Within 50' of Railroad Property_________________________16 11.Property Damage to Borrowed Equipment____________________________________________________16 12.Employees as Insureds - Specified Health Care Services: ____________________________________16 •Nurses; •Emergency Medical Technicians; and •Paramedics 13.Broadened Notice of Occurrence ____________________________________________________________16 B. Limits of Insurance: The Commercial General Liability Limits of Insurance apply to the insurance provided by this endorsement, except as provided below: 1. Employee Benefit Liability Coverage Each Employee Limit: $ 1,000,000 Aggregate Limit: $ 3,000,000 Deductible: $ 1,000 3. Damage to Premises Rented to You The lesser of: a.The Each Occurrence Limit shown in the Declarations; or b.$500,000 unless otherwise stated $ 4. Supplementary Payments a.Bail bonds: $ 1,000 b.Loss of earnings: $ 350 5. Medical Payments Medical Expense Limit: $ 10,000 DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 Includes copyrighted material of Insurance GA 233 CO 05 11 Services Office, Inc., with its permission.Page 2 of 16 6. Voluntary Property Damage (Coverage a.)and Care, Custody or Control Liability Coverage (Coverage b.) Limits of Insurance (Each Occurrence) Coverage a.$1,000 Coverage b.$5,000 unless otherwise stated $ Deductibles (Each Occurrence) Coverage a.$250 Coverage b.$250 unless otherwise stated $ COVERAGE PREMIUM BASIS (a)Area (b)Payroll (c)Gross Sales (d)Units (e)Other RATE (For Limits in Excess of $5,000) ADVANCE PREMIUM (For Limits in Excess of $5,000) b.Care, Custody or Control $ TOTAL ANNUAL PREMIUM $ 11. Property Damage to Borrowed Equipment Each Occurrence Limit: $ 10,000 Deductible: $ 250 C. Coverages: 1. Employee Benefit Liability Coverage a.The following is added to SECTION I - COVERAGES: Employee Benefit Liability Coverage. (1) Insuring Agreement (a)We will pay those sums that the insured becomes legally obligated to pay as damag- es caused by any act, error or omission of the insured, or of any other person for whose acts the insured is legally liable, to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend against any "suit" seeking damages to which this in- surance does not apply. We may, at our discretion, in- vestigate any report of an act, error or omission and settle any claim or "suit" that may result. But: 1)The amount we will pay for damages is limited as described in SEC- TION III - LIMITS OF INSURANCE; and 2)Our right and duty to defend ends when we have used up the appli- cable limit of insurance in the payment of judgments or settle- ments. No other obligation or liabil- ity to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Pay- ments. (b)This insurance applies to damages only if the act, er- ror or omission, is negligent- ly committed in the "admin- istration" of your "employee benefit program"; and 1)Occurs during the poli- cy period; or 2)Occurred prior to the effective date of this endorsement provided: a)You did not have knowledge of a claim or "suit" on or before the ef- fective date of this endorsement. You will be deemed to have knowledge of a DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 Includes copyrighted material of Insurance GA 233 CO 05 11 Services Office, Inc., with its permission.Page 3 of 16 claim or "suit" when any "author- ized representa- tive"; i)Reports all, or any part, of the act, error or omission to us or any other insurer; ii)Receives a written or ver- bal demand or claim for dam- ages because of the act, error or omission; and b)There is no other applicable insur- ance. (2) Exclusions This insurance does not apply to: (a) Bodily Injury, Property Damage or Personal and Advertising Injury "Bodily injury", "property damage" or "personal and advertising injury". (b) Dishonest, Fraudulent, Criminal or Malicious Act Damages arising out of any intentional, dishonest, fraudulent, criminal or mali- cious act, error or omission, committed by any insured, including the willful or reck- less violation of any statute. (c) Failure to Perform a Con- tract Damages arising out of fail- ure of performance of con- tract by any insurer. (d) Insufficiency of Funds Damages arising out of an insufficiency of funds to meet any obligations under any plan included in the "employee benefit program". (e) Inadequacy of Perfor- mance of Investment / Advice Given With Re- spect to Participation Any claim based upon: 1)Failure of any invest- ment to perform; 2)Errors in providing in- formation on past per- formance of investment vehicles; or 3)Advice given to any person with respect to that person's decision to participate or not to participate in any plan included in the "em- ployee benefit pro- gram". (f) Workers' Compensation and Similar Laws Any claim arising out of your failure to comply with the mandatory provisions of any workers' compensation, un- employment compensation insurance, social security or disability benefits law or any similar law. (g) ERISA Damages for which any in- sured is liable because of li- ability imposed on a fiduci- ary by the Employee Re- tirement Income Security Act of 1974, as now or hereafter amended, or by any similar federal, state or local laws. (h) Available Benefits Any claim for benefits to the extent that such benefits are available, with reasonable effort and cooperation of the insured, from the applicable funds accrued or other col- lectible insurance. (i) Taxes, Fines or Penalties Taxes, fines or penalties, including those imposed under the Internal Revenue Code or any similar state or local law. (j) Employment-Related Practices Any liability arising out of any: (1)Refusal to employ; (2)Termination of em- ployment; DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 Includes copyrighted material of Insurance GA 233 CO 05 11 Services Office, Inc., with its permission.Page 4 of 16 (3)Coercion, demotion, evaluation, reassign- ment, discipline, defa- mation, harassment, humiliation, discrimina- tion or other employ- ment-related practices, acts or omissions; or (4)Consequential liability as a result of (1), (2) or (3)above. This exclusion applies whether the insured may be held liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. (3) Supplementary Payments SECTION I - COVERAGES , SUPPLEMENTARY PAY- MENTS - COVERAGES A AND B also apply to this Coverage. b. Who is an Insured As respects Employee Benefit Liabil- ity Coverage,SECTION II - WHO IS AN INSURED is deleted in its entirety and replaced by the following: (1)If you are designated in the Dec- larations as: (a)An individual, you and your spouse are insureds, but only with respect to the con- duct of a business of which you are the sole owner. (b)A partnership or joint ven- ture, you are an insured. Your members, your part- ners, and their spouses are also insureds but only with respect to the conduct of your business. (c)A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are in- sureds, but only with respect to their duties as your man- agers. (d)An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "ex- ecutive officers" and direc- tors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with re- spect to their liability as stockholders. (e)A trust, you are an insured. Your trustees are also in- sureds, but only with respect to their duties as trustees. (2)Each of the following is also an insured: (a)Each of your "employees" who is or was authorized to administer your "employee benefit program". (b)Any persons, organizations or "employees" having proper temporary authoriza- tion to administer your "em- ployee benefit program" if you die, but only until your legal representative is ap- pointed. (c)Your legal representative if you die, but only with re- spect to duties as such. That representative will have all your rights and du- ties under this Coverage Part. (3)Any organization you newly ac- quire or form, other than a part- nership, joint venture or limited liability company, and over which you maintain ownership or ma- jority interest, will qualify as a Named Insured if no other simi- lar insurance applies to that or- ganization. However, coverage under this provision: (a)Is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and (b)Does not apply to any act, error or omission that was committed before you ac- quired or formed the organi- zation. c. Limits of Insurance As respects Employee Benefit Liabil- ity Coverage, SECTION III - LIMITS OF INSURANCE is deleted in its en- tirety and replaced by the following: DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 Includes copyrighted material of Insurance GA 233 CO 05 11 Services Office, Inc., with its permission.Page 5 of 16 (1)The Limits of Insurance shown in Section B. Limits of Insurance , 1. Employee Benefit Liability Coverage and the rules below fix the most we will pay regard- less of the number of: (a)Insureds; (b)Claims made or "suits" brought; (c)Persons or organizations making claims or bringing "suits"; (d)Acts, errors or omissions; or (e)Benefits included in your "employee benefit program". (2)The Aggregate Limit shown in Section B. Limits of Insurance , 1. Employee Benefit Liability Coverage of this endorsement is the most we will pay for all dam- ages because of acts, errors or omissions negligently committed in the "administration" of your "employee benefit program". (3)Subject to the limit described in (2)above, the Each Employee Limit shown in Section B. Limits of Insurance, 1. Employee Benefit Liability Coverage of this endorsement is the most we will pay for all damages sus- tained by any one "employee", including damages sustained by such "employee's" dependents and beneficiaries, as a result of: (a)An act, error or omission; or (b)A series of related acts, er- rors or omissions, regard- less of the amount of time that lapses between such acts, errors or omissions, negligently committed in the "administration" of your "employ- ee benefit program". However, the amount paid under this endorsement shall not ex- ceed, and will be subject to the limits and restrictions that apply to the payment of benefits in any plan included in the "employee benefit program". (4) Deductible Amount (a)Our obligation to pay dam- ages on behalf of the in- sured applies only to the amount of damages in ex- cess of the deductible amount stated in the Decla- rations as applicable to Each Employee. The limits of insurance shall not be re- duced by the amount of this deductible. (b)The deductible amount stat- ed in the Declarations ap- plies to all damages sus- tained by any one "employ- ee", including such "em- ployee's" dependents and beneficiaries, because of all acts, errors or omissions to which this insurance ap- plies. (c)The terms of this insurance, including those with respect to: 1)Our right and duty to defend the insured against any "suits" seeking those damag- es; and 2)Your duties, and the duties of any other in- volved insured, in the event of an act, error or omission, or claim, apply irrespective of the ap- plication of the deductible amount. (d)We may pay any part or all of the deductible amount to effect settlement of any claim or "suit" and, upon no- tification of the action taken, you shall promptly reim- burse us for such part of the deductible amount as we have paid. d. Additional Conditions As respects Employee Benefit Lia- bility Coverage, SECTION IV - COMMERCIAL GENERAL LIABIL- ITY CONDITIONS is amended as fol- lows: (1)Item 2. Duties in the Event of Occurrence,Offense,Claim or Suit is deleted in its entirety and replaced by the following: 2. Duties in the Event of an Act, Error or Omission, or Claim or Suit a.You must see to it that we are notified as soon as practicable of an act, error or omission which DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 Includes copyrighted material of Insurance GA 233 CO 05 11 Services Office, Inc., with its permission.Page 6 of 16 may result in a claim. To the extent possible, notice should include: (1)What the act, error or omission was and when it oc- curred; and (2)The names and addresses of any- one who may suf- fer damages as a result of the act, error or omission. b.If a claim is made or "suit" is brought against any insured, you must: (1)Immediately rec- ord the specifics of the claim or "suit" and the date re- ceived; and (2)Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim or "suit" as soon as practi- cable. c.You and any other in- volved insured must: (1)Immediately send us copies of any demands, notices, summonses or le- gal papers re- ceived in connec- tion with the claim or "suit"; (2)Authorize us to ob- tain records and other information; (3)Cooperate with us in the investigation or settlement of the claim or de- fense against the "suit"; and (4)Assist us, upon our request, in the enforcement of any right against any person or or- ganization which may be liable to the insured be- cause of an act, error or omission to which this in- surance may also apply. d.No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense without our consent. (2)Item 5. Other Insurance is de- leted in its entirety and replaced by the following: 5. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is pri- mary except when c. below applies. If this in- surance is primary, our obligations are not af- fected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the meth- od described in b.be- low. b. Method of Sharing If all of the other insur- ance permits contribu- tion by equal shares, we will follow this meth- od also. Under this ap- proach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other in- surance does not per- mit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of in- surance to the total ap- plicable limits of insur- ance of all insurers. c. No Coverage DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 Includes copyrighted material of Insurance GA 233 CO 05 11 Services Office, Inc., with its permission.Page 7 of 16 This insurance shall not cover any loss for which the insured is en- titled to recovery under any other insurance in force previous to the ef- fective date of this Coverage Part. e. Additional Definitions As respects Employee Benefit Lia- bility Coverage, SECTION V - DEF- INITIONS is amended as follows: (1)The following definitions are added: 1."Administration" means: a.Providing information to "employees", including their dependents and beneficiaries, with re- spect to eligibility for or scope of "employee benefit programs"; b.Interpreting the "em- ployee benefit pro- grams"; c.Handling records in connection with the "employee benefit pro- grams"; or d.Effecting, continuing or terminating any "em- ployee's" participation in any benefit included in the "employee bene- fit program". However, "administration" does not include: a.Handling payroll deduc- tions; or b.The failure to effect or maintain any insurance or adequate limits of coverage of insurance, including but not limited to unemployment in- surance, social security benefits, workers' com- pensation and disability benefits. 2."Cafeteria plans" means plan authorized by applica- ble law to allow "employees" to elect to pay for certain benefits with pre-tax dollars. 3."Employee benefit pro- grams" means a program providing some or all of the following benefits to "em- ployees", whether provided through a "cafeteria plan" or otherwise: a.Group life insurance; group accident or health insurance; den- tal, vision and hearing plans; and flexible spending accounts; provided that no one other than an "employ- ee" may subscribe to such benefits and such benefits are made gen- erally available to those "employees" who satis- fy the plan's eligibility requirements; b.Profit sharing plans, employee savings plans, employee stock ownership plans, pen- sion plans and stock subscription plans, pro- vided that no one other than an "employee" may subscribe to such benefits and such benefits are made gen- erally available to all "employees" who are eligible under the plan for such benefits; c.Unemployment insur- ance, social security benefits, workers' com- pensation and disability benefits; and d.Vacation plans, includ- ing buy and sell pro- grams; leave of ab- sence programs, in- cluding military, mater- nity, family, and civil leave; tuition assistance plans; transportation and health club subsi- dies. (2)The following definitions are de- leted in their entirety and re- placed by the following: 21."Suit" means a civil pro- ceeding in which money damages because of an act, error or omission to which this insurance applies are alleged. "Suit" includes: a.An arbitration proceed- ing in which such dam- ages are claimed and DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 Includes copyrighted material of Insurance GA 233 CO 05 11 Services Office, Inc., with its permission.Page 8 of 16 to which the insured must submit or does submit with our con- sent; b.Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which the in- sured submits with our consent; or c.An appeal of a civil pro- ceeding. 8."Employee" means a person actively employed, formerly employed, on leave of ab- sence or disabled, or re- tired. "Employee" includes a "leased worker". "Employee" does not include a "tempo- rary worker". 2. Unintentional Failure to Disclose Haz- ards SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, 7. Represen- tations is hereby amended by the addi- tion of the following: Based on our dependence upon your rep- resentations as to existing hazards, if un- intentionally you should fail to disclose all such hazards at the inception date of your policy, we will not reject coverage under this Coverage Part based solely on such failure. 3. Damage to Premises Rented to You a.The last Subparagraph of Paragraph 2. SECTION I - COVERAGES , COVERAGE A. - BODILY INJURY AND PROPERTY DAMAGE,2. LIA- BILITY Exclusions is hereby deleted and replaced by the following: Exclusions c. through q.do not apply to damage by fire, explosion, light- ning, smoke or soot to premises while rented to you or temporarily oc- cupied by you with permission of the owner. b.The insurance provided under SEC- TION I - COVERAGES ,COVERAGE A. BODILY INJURY AND PROPER- TY DAMAGE LIABILITY applies to "property damage" arising out of wa- ter damage to premises that are both rented to and occupied by you. (1)As respects Water Damage Le- gal Liability, as provided in Para- graph 3.b.above: The exclusions under SECTION I - COVERAGES ,COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABIL- ITY,2. Exclusions, other than i. War and the Nuclear Energy Liability Exclusion , are deleted and the following are added: This insurance does not apply to: (a)"Property damage": 1)Assumed in any con- tract; or 2)Loss caused by or re- sulting from any of the following: a)Wear and tear; b)Rust, corrosion, fungus, decay, de- terioration, hidden or latent defect or any quality in property that causes it to dam- age or destroy it- self; c)Smog; d)Mechanical break- down including rupture or bursting caused by centrif- ugal force; e)Settling, cracking, shrinking or ex- pansion; or f)Nesting or infesta- tion, or discharge or release of waste products or secre- tions, by insects, birds, rodents or other animals. (b)Loss caused directly or indi- rectly by any of the follow- ing: 1)Earthquake, volcanic eruption, landslide or any other earth move- ment; 2)Water that backs up or overflows from a sewer, drain or sump; 3)Water under the ground surface pressing on, or flowing or seeping through: DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 Includes copyrighted material of Insurance GA 233 CO 05 11 Services Office, Inc., with its permission.Page 9 of 16 a)Foundations, walls, floors or paved surfaces; b)Basements, whether paved or not; or c)Doors, windows or other openings. (c)Loss caused by or resulting from water that leaks or flows from plumbing, heat- ing, air conditioning, or fire protection systems caused by or resulting from freezing, unless: 1)You did your best to maintain heat in the building or structure; or 2)You drained the equip- ment and shut off the water supply if the heat was not maintained. (d)Loss to or damage to: 1)Plumbing, heating, air conditioning, fire pro- tection systems, or oth- er equipment or appli- ances; or 2)The interior of any building or structure, or to personal property in the building or structure caused by or resulting from rain, snow, sleet or ice, whether driven by wind or not. c. Limit of Insurance The Damage to Premises Rented to You Limit as shown in the Declara- tions is amended as follows: (2)Paragraph 6. of SECTION III - LIMITS OF INSURANCE is hereby deleted and replaced by the following: 6.Subject to 5.above, the Damage to Premises Rent- ed to You Limit is the most we will pay under COVER- AGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, for damages because of "property dam- age" to premises while rent- ed to you or temporarily oc- cupied by you with permis- sion of the owner, arising out of any one "occurrence" to which this insurance ap- plies. (3)The amount we will pay is limited as described in Section B. Lim- its of Insurance, 3. Damage to Premises Rented to You of this endorsement. 4. Supplementary Payments Under SECTION I - COVERAGE ,SUP- PLEMENTARY PAYMENTS - COVER- AGES A AND B : a.Paragraph 2.is replaced by the fol- lowing: Up to the limit shown in Section B. Limits of Insurance , 4.a.Bail Bonds of this endorsement for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage ap- plies. We do not have to furnish these bonds. b.Paragraph 4.is replaced by the fol- lowing: All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to the limit shown in Sec- tion B. Limits of Insurance , 4.b. Loss of Earnings of this endorsement per day because of time off from work. 5. Medical Payments The Medical Expense Limit of Any One Person as stated in the Declarations is amended to the limit shown in Section B. Limits of Insurance , 5. Medical Pay- ments of this endorsement. 6. Voluntary Property Damage and Care, Custody or Control Liability Coverage a. Voluntary Property Damage Cov- erage We will pay for "property damage" to property of others arising out of oper- ations incidental to the insured's business when: (1)Damage is caused by the in- sured; or (2)Damage occurs while in the in- sured's possession. With your consent, we will make these payments regardless of fault. DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 Includes copyrighted material of Insurance GA 233 CO 05 11 Services Office, Inc., with its permission.Page 10 of 16 b. Care, Custody or Control Liability Coverage SECTION I - COVERAGES ,COV- ERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY ,2. Exclusions ,j. Damage to Property , Subparagraphs (3), (4)and (5)do not apply to "property damage" to the property of others described therein. With respect to the insurance provided by this section of the endorsement, the fol- lowing additional provisions apply: a.The Limits of Insurance shown in the Declarations are replaced by the lim- its designated in Section B. Limits of Insurance, 6. Voluntary Property Damage and Care ,Custody or Control Liability Coverage of this endorsement with respect to cover- age provided by this endorsement. These limits are inclusive of and not in addition to the limits being re- placed. The Limits of Insurance shown in Section B. Limits of Insur- ance, 6. Voluntary Property Dam- age and Care ,Custody or Control Liability Coverage of this endorse- ment fix the most we will pay in any one "occurrence" regardless of the number of: (1)Insureds; (2)Claims made or "suits" brought; or (3)Persons or organizations making claims or bringing "suits". b. Deductible Clause (1)Our obligation to pay damages on your behalf applies only to the amount of damages for each "occurrence" which are in excess of the deductible amount stated in Section B. Limits of Insur- ance, 6. Voluntary Property Damage and Care ,Custody or Control Liability Coverage of this endorsement. The limits of insurance will not be reduced by the application of such deducti- ble amount. (2)Condition 2. Duties in the Event of Occurrence,Offense,Claim or Suit , applies to each claim or "suit" irrespective of the amount. (3)We may pay any part or all of the deductible amount to effect set- tlement of any claim or "suit" and, upon notification of the ac- tion taken, you shall promptly re- imburse us for such part of the deductible amount as has been paid by us. 7. 180 Day Coverage for Newly Formed or Acquired Organizations SECTION II - WHO IS AN INSURED is amended as follows: Subparagraph a.of Paragraph 4.is here- by deleted and replaced by the following: a.Insurance under this provision is af- forded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; 8. Waiver of Subrogation SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS,9. Transfer of Rights of Recovery Against Others to Us is hereby amended by the addition of the following: We waive any right of recovery we may have because of payments we make for injury or damage arising out of your ongo- ing operations or "your work" done under a written contract requiring such waiver with that person or organization and in- cluded in the "products-completed opera- tions hazard". However, our rights may only be waived prior to the "occurrence" giving rise to the injury or damage for which we make payment under this Cov- erage Part. The insured must do nothing after a loss to impair our rights. At our re- quest, the insured will bring "suit" or trans- fer those rights to us and help us enforce those rights. 9. Automatic Additional Insured - Speci- fied Relationships a.The following is hereby added to SECTION II - WHO IS AN INSURED : (1)Any person or organization de- scribed in Paragraph 9.a.(2)be- low (hereinafter referred to as additional insured) whom you are required to add as an additional insured under this Coverage Part by reason of: (a)A written contract or agree- ment; or (b)An oral agreement or con- tract where a certificate of insurance showing that per- son or organization as an additional insured has been issued, is an insured, provided: DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 Includes copyrighted material of Insurance GA 233 CO 05 11 Services Office, Inc., with its permission.Page 11 of 16 (a)The written or oral contract or agreement is: 1)Currently in effect or becomes effective dur- ing the policy period; and 2)Executed prior to an "occurrence" or offense to which this insurance would apply; and (b)They are not specifically named as an additional in- sured under any other pro- vision of, or endorsement added to, this Coverage Part. (2)Only the following persons or or- ganizations are additional in- sureds under this endorsement, and insurance coverage provid- ed to such additional insureds is limited as provided herein: (a)The manager or lessor of a premises leased to you with whom you have agreed per Paragraph 9.a.(1)above to provide insurance, but only with respect to liability aris- ing out of the ownership, maintenance or use of that part of a premises leased to you, subject to the following additional exclusions: This insurance does not ap- ply to: 1)Any "occurrence" which takes place after you cease to be a tenant in that premises. 2)Structural alterations, new construction or demolition operations performed by or on be- half of such additional insured. (b)Any person or organization from which you lease equipment with whom you have agreed per Paragraph 9.a.(1)above to provide in- surance. Such person(s) or organization(s) are insureds, but only to the extent that the liability for "bodily injury", "property damage" or "per- sonal and advertising injury" is caused by your negli- gence, acts or omissions in the maintenance, operation or use of equipment leased to you by such person(s) or organizations(s). However, this insurance does not ap- ply to any "occurrence" which takes place after the equipment lease expires. (c)Any person or organization (referred to below as ven- dor) with whom you have agreed per Paragraph 9.a.(1)above to provide in- surance, but only with re- spect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the ven- dor's business, subject to the following additional ex- clusions: 1)The insurance afforded the vendor does not apply to: a)"Bodily injury" or "property damage" for which the ven- dor is obligated to pay damages by reason of the as- sumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b)Any express war- ranty unauthorized by you; c)Any physical or chemical change in the product made intentionally by the vendor; d)Repackaging, ex- cept when un- packed solely for the purpose of in- spection, demon- stration, testing, or the substitution of parts under in- structions from the manufacturer, and then repackaged in the original con- tainer; DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 Includes copyrighted material of Insurance GA 233 CO 05 11 Services Office, Inc., with its permission.Page 12 of 16 e)Any failure to make such inspec- tions, adjustments, tests or servicing as the vendor has agreed to make or normally under- takes to make in the usual course of business, in con- nection with the distribution or sale of the products; f)Demonstration, in- stallation, servicing or repair opera- tions, except such operations per- formed at the ven- dor's premises in connection with the sale of the product; g)Products which, after distribution or sale by you, have been labeled or re- labeled or used as a container, part or ingredient of any other thing or sub- stance by or for the vendor; or h)"Bodily injury" or "property damage" arising out of the negligence, acts or omissions of the vendor, its em- ployees or anyone else acting on its behalf. 2)This insurance does not apply to any insured person or organization: a)From whom you have acquired such products, or any ingredient, part or container, entering into, ac- companying or containing such products; or b)When liability in- cluded within the "products- completed opera- tions hazard" has been excluded un- der this Coverage Part with respect to such products. (d)Any state or political subdi- vision with which you have agreed per Paragraph 9.a.(1)above to provide in- surance, subject to the fol- lowing additional provision: This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connec- tion with premises you own, rent or control and to which this insurance applies: 1)The existence, mainte- nance, repair, construc- tion, erection, or re- moval of advertising signs, awnings, cano- pies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar exposures; or 2)The construction, erec- tion, or removal of ele- vators; or 3)The ownership, maintenance, or use of any elevators covered by this insurance. (e)Any state or political subdi- vision with which you have agreed per Paragraph 9.a.(1)above to provide in- surance, subject to the fol- lowing provisions: 1)This insurance applies only with respect to op- erations performed by you or on your behalf for which the state or political subdivision has issued a permit. 2)This insurance does not apply to "bodily injury", "property damage" or "personal and advertis- ing injury" arising out of operations performed for the state or political subdivision. (f)For "your work" performed in Colorado, any person or DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 Includes copyrighted material of Insurance GA 233 CO 05 11 Services Office, Inc., with its permission.Page 13 of 16 organization with which you have agreed per Paragraph 9.a.(1)above to provide in- surance, but only to the ex- tent that the liability is caused by "your work" per- formed for that additional in- sured and only to the extent that such liability is caused by your acts or omissions or the acts or omissions of those acting on your behalf. A person or organization's status as an insured under this provision of this en- dorsement continues for on- ly the period of time required by the written contract or agreement, but in no event beyond the expiration date of this Coverage Part. If there is no written contract or agreement, or if no period of time is required by the written contract or agree- ment, a person or organiza- tion's status as an insured under this endorsement ends when your operations for that insured are com- pleted. (g)For "your work" performed in the "coverage territory" but not in Colorado, any person or organization with which you have agreed per Paragraph 9.a.(1)above to provide insurance, but only with respect to liability aris- ing out of "your work" per- formed for that additional in- sured by you or on your be- half. A person or organiza- tion's status as an insured under this provision of this endorsement continues for only the period of time re- quired by the written con- tract or agreement, but in no event beyond the expiration date of this Coverage Part. If there is no written contract or agreement, or if no period of time is required by the written contract or agree- ment, a person or organiza- tion's status as an insured under this endorsement ends when your operations for that insured are com- pleted. (3)Any insurance provided to an additional insured designated under Paragraph 9.a.(2): (a)Subparagraphs (e), (f)and (g)do not apply to "bodily in- jury" or "property damage" included within the "prod- ucts-completed operations hazard"; (b)Subparagraphs (a), (d), (e) and (g)do not apply to "bod- ily injury", "property dam- age" or "personal and ad- vertising injury" arising out of the sole negligence or willful misconduct of the ad- ditional insured or its "em- ployees"; or (c)Subparagraph (f)and (g) do not apply to "bodily injury", "property damage" or "per- sonal and advertising injury" arising out of: 1)The rendering of, or failure to render, any professional services by you or on your be- half, but only with re- spect to either or both of the following opera- tions: a)Providing engi- neering, architec- tural or surveying services to others; and b)Providing, or hiring independent pro- fessionals to pro- vide, engineering, architectural or surveying services in connection with construction work you perform. 2)Subject to Paragraph 3) below, professional services include: a)Preparing, approv- ing, or failing to prepare or ap- prove, maps, shop drawings, opin- ions, reports, sur- veys, field orders, change orders, or drawings and specifications; and b)Supervisory or in- spection activities performed as part of any related ar- DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 Includes copyrighted material of Insurance GA 233 CO 05 11 Services Office, Inc., with its permission.Page 14 of 16 chitectural or engi- neering activities. 3)Professional services do not include services within construction means, methods, tech- niques, sequences and procedures employed by you in connection with construction work you perform. (d)Subparagraphs (f) and (g) do not apply to "bodily inju- ry" or "property damage" arising out of "your work" for which a consolidated (wrap- up) insurance program has been provided by the prime contractor / project manager or owner of the construction project in which you are in- volved. b.Only with regard to insurance provid- ed to an additional insured designat- ed under Paragraph 9.a.(2)Subpara- graphs (f)and (g)above, SECTION III - LIMITS OF INSURANCE is amended to include: The limits applicable to the additional insured are those specified in the written contract or agreement or in the Declarations of this Coverage Part, whichever are less. If no limits are specified in the written contract or agreement, or if there is no written contract or agreement, the limits ap- plicable to the additional insured are those specified in the Declarations of this Coverage Part. The limits of in- surance are inclusive of and not in addition to the limits of insurance shown in the Declarations. c. SECTION IV - COMMERCIAL GEN- ERAL LIABILITY CONDITIONS is hereby amended as follows: (1)Condition 5. Other Insurance is amended to include: (a)Where required by a written contract or agreement, this insurance is primary and / or noncontributory as respects any other insurance policy issued to the additional in- sured, and such other in- surance policy shall be ex- cess and / or noncontrib- uting, whichever applies, with this insurance. (b)Any insurance provided by this endorsement shall be primary to other insurance available to the additional insured except: 1)As otherwise provided in SECTION IV - COMMERCIAL GEN- ERAL LIABILITY CONDITIONS,5. Oth- er Insurance ,b. Ex- cess Insurance; or 2)For any other valid and collectible insurance available to the addi- tional insured as an ad- ditional insured by at- tachment of an en- dorsement to another insurance policy that is written on an excess basis. In such case, the coverage provided un- der this endorsement shall also be excess. (2)Condition 11. Conformance to Specific Written Contract or Agreement is hereby added: 11. Conformance to Specific Written Contract or Agreement a.With respect to addi- tional insureds de- scribed in Paragraph 9.a.(2)(f)above only: If a written contract or agreement between you and the additional insured specifies that coverage for the addi- tional insured: (1)Be provided by the Insurance Ser- vices Office addi- tional insured form number CG 32 27, CG 32 28 or CG 32 29; or (2)Include coverage for completed op- erations; or (3)Include coverage for "your work"; and where the limits or coverage provided to the additional insured is more restrictive than was specifically re- quired in that written contract or agreement, the terms of Para- W here required by a written contract or agreement, this insurance is primary and / or noncontributory as respects any other insurance policy issued to theadditional in- sured, and such other in- surance policy shall be ex- cess and / or noncontrib- uting, whichever applies, with this insurance . DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 Includes copyrighted material of Insurance GA 233 CO 05 11 Services Office, Inc., with its permission.Page 15 of 16 graphs 9.a.(3)(a)or 9.b. above, or any combina- tion thereof, shall be in- terpreted as providing the limits or coverage required by the terms of the written contract or agreement, but only to the extent that such lim- its or coverage is in- cluded within the terms of the Coverage Part to which this endorsement is attached. b.With respect to addi- tional insureds de- scribed in Paragraph 9.a.(2)(g)above only: If a written contract or agreement between you and the additional insured specifies that coverage for the addi- tional insured: a.Be provided by the Insurance Ser- vices Office addi- tional insured form number CG 20 10 or CG 20 37 (where edition specified); or b.Include coverage for completed op- erations; or c.Include coverage for "your work"; and where the limits or coverage provided to the additional insured is more restrictive than was specifically re- quired in that written contract or agreement, the terms of Para- graphs 9.a.(3)(a), 9.a.(3)(b)or 9.b.above, or any combination thereof, shall be inter- preted as providing the limits or coverage re- quired by the terms of the written contract or agreement, but only to the extent that such lim- its or coverage is in- cluded within the terms of the Coverage Part to which this endorsement is attached. If, however, the written contract or agreement specifies the Insurance Services Office additional in- sured form number CG 20 10 but does not specify which edition, or specifies an edition that does not exist, Para- graphs 9.a.(3)(b)and 9.b.of this endorse- ment shall not apply and Paragraph 9.a.(3)(a)of this en- dorsement shall apply. 10. Broadened Contractual Liability - Work Within 50' of Railroad Property It is hereby agreed that Paragraph f.(1)of Definition 12."Insured contract" (SEC- TION V - DEFINITIONS ) is deleted. 11. Property Damage to Borrowed Equip- ment a.The following is hereby added to Ex- clusion j. Damage to Property of Paragraph 2., Exclusions of SEC- TION I - COVERAGES , COVERAGE A. BODILY INJURY AND PROPER- TY DAMAGE LIABILITY: Paragraphs (3)and (4)of this exclu- sion do not apply to tools or equip- ment loaned to you, provided they are not being used to perform operations at the time of loss. b.With respect to the insurance provid- ed by this section of the endorse- ment, the following additional provi- sions apply: (1)The Limits of insurance shown in the Declarations are replaced by the limits designated in Section B. Limits of Insurance , 11.of this endorsement with respect to coverage provided by this en- dorsement. These limits are in- clusive of and not in addition to the limits being replaced. The Limits of Insurance shown in Section B. Limits of Insurance , 11.of this endorsement fix the most we will pay in any one "oc- currence" regardless of the number of: (a)Insureds; (b)Claims made or "suits" brought; or (c)Persons or organizations making claims or bring "suits". DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 Includes copyrighted material of Insurance GA 233 CO 05 11 Services Office, Inc., with its permission.Page 16 of 16 (2) Deductible Clause (a)Our obligation to pay dam- ages on your behalf applies only to the amount of dam- ages for each "occurrence" which are in excess of the Deductible amount stated in Section B. Limits of Insur- ance, 11.of this endorse- ment. The limits of insur- ance will not be reduced by the application of such De- ductible amount. (b)Condition 2. Duties in the Event of Occurrence,Of- fense,Claim or Suit , ap- plies to each claim or "suit" irrespective of the amount. (c)We may pay any part or all of the deductible amount to effect settlement of any claim or "suit" and, upon no- tification of the action taken, you shall promptly reim- burse us for such part of the deductible amount as has been paid by us. 12. Employees as Insureds - Specified Health Care Services It is hereby agreed that Paragraph 2.a.(1)(d)of SECTION II - WHO IS AN INSURED, does not apply to your "em- ployees" who provide professional health care services on your behalf as duly li- censed: a.Nurses; b.Emergency Medical Technicians; or c.Paramedics, in the jurisdiction where an "occurrence" or offense to which this insurance applies takes place. 13. Broadened Notice of Occurrence Paragraph a.of Condition 2. Duties in the Event of Occurrence ,Offense, Claim or Suit (SECTION IV - COMMER- CIAL GENERAL LIABILITY CONDI- TIONS) is hereby deleted and replaced by the following: a.You must see to it that we are notified as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, no- tice should include: (1)How, when and where the "oc- currence" or offense took place; (2)The names and addresses of any injured persons and wit- nesses; and (3)The nature and location of any injury or damage arising out of the "occurrence" or offense. This requirement applies only when the "occurrence" or offense is known to an "authorized representative". DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32 DocuSign Envelope ID: F41C28DB-5EBC-4C45-83FE-BA32DC308A32