HomeMy WebLinkAboutC14-454 Knupp, LLC AgreementAGREEMENT FOR ROAD SALT MATERIALS BETWEEN EAGLE COUNTY, COLORADO AND KNUPP, LLC 0Uv vkl THIS AGREEMENT ("Agreement" )' is effective as of the day of , 2014 by and between Knupp LLC, a Colorado Limited Liability Company (hereinafter "Vendor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, County desires to purchase road salt material (hereinafter "Road Salt Material" or "Materials") for its various County Roads from Vendor and WHEREAS, Vendor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Materials as set forth below in Paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Vendor and County in connection with the procurement of Road Salt Material. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Vendor and County agree as follows: 1. Materials. Vendor agrees to procure and deliver the Road Salt Material described in Exhibit A which is attached hereto and incorporated herein by reference. The Materials shall be delivered to the Maintenance Service Center ("MSC") located at 3289 Cooley Mesa Road in Gypsum, CO 81637. The Road Salt Material shall be provided in accordance with the provisions and conditions of this Agreement. a. Vendor agrees to furnish the Road Salt Material no later than December 31, 2014 and in accordance with the schedule established in Exhibit A. If no date is specified in Exhibit A, then Vendor agrees to furnish the Road Salt Material in a timely and expeditious manner. By signing below, Vendor represents that it has the expertise and personnel necessary to properly and timely provide the Road Salt Material. 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. County shall have the right to inspect all Road Salt Material. Inspection and acceptance shall not be unreasonably delayed or refused. In the event County does not accept the Road Salt Material for any reason in its sole discretion, then Vendor shall upon County's request and at no charge to County: i. take the Road Salt Material back; ii. exchange the Road Salt Material 2. Counts Representative. The Road and Bridge Department's designee shall be Vendor's contact with respect to this Agreement. C (4 -q(�L 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of Paragraph 10 hereof, shall continue in full force and effect through the 31St day of December, 2014. 4. Extension or Modification. Any amendments or modifications shall be in writing signed by both parties. No additional Road Salt Material shall be provided by Vendor unless and until Vendor has obtained written authorization and acknowledgement by County for such additional Road Salt Material in accordance with County's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Road Salt Material, and no claim that County has been unjustly enriched by any Road Salt Material, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional Road Salt Material is not timely executed and issued in strict accordance with this Agreement, Vendor's rights with respect to such additional Road Salt Material shall be deemed waived and such failure shall result in non-payment for such additional Road Salt Material. 5. Compensation. County shall compensate Vendor for the Materials in a sum computed and payable as set forth in Exhibit A. The compensation under this Agreement shall not exceed Twenty Four Thousand Nine Hundred Ninety Nine Dollars and Ninety Nine Cents ($24,999.99). a. Payment will be made for Road Salt Material satisfactorily delivered and accepted by County within thirty (30) days of receipt of a proper and accurate invoice from Vendor. All invoices shall include detail regarding the Road Salt Material and such other detail as County may request. b. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Vendor was improper because the Road Salt Material for which payment was made were not provided as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Vendor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. C. County will not withhold any taxes from monies paid to the Vendor hereunder and Vendor 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. d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Vendor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Insurance. Vendor agrees to provide and maintain at Vendor'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.. 2 Eagle County Materials and Equipment Agreement 5/14 ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iii. 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. iv. Vendor is not entitled to workers' compensation benefits except as provided by the Vendor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Vendor or some other entity. The Vendor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 7. Indemnification. The Vendor 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 Vendor or any of its subcontractors hereunder; and Vendor 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 Vendor. This paragraph shall survive expiration or termination hereof. 8. Documents. Vendor shall execute any bill of sale or other documents required by County to transfer title of the Equipment or Materials to County. Vendor shall provide copies of any instruction or operations manuals and shall further provide copies of any manufacturers warranties associated with the Equipment or Materials. 9. 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. 3 Eagle County Materials and Equipment Agreement 5/14 COUNTY: Eagle County Road and Bridge Attention: Gordon Adams 500 Broadway Post Office Box 250 Eagle, CO 81631 Telephone: 970-328-3542 Facsimile: 970-328-3546 E-mail: Gordon.adams@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-38-8685 Facsimile: 970-328-8699 E -Mail: atty@eaglecounty.us VENDOR: Knupp LLC Post Office Box 168 Rifle, CO 81650 Telephone: 970-274-1045 Facsimile: 970-625-5342 E-mail: karenknupp@msn.com 10. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Vendor. Upon termination of this Agreement, Vendor shall immediately provide County with all documents as defined in paragraph 8 hereof, in such format as County shall direct and shall return all County owned materials and documents in the possession of Vendor, if any. County shall pay Vendor for Equipment satisfactorily inspected and accepted to the date of termination. it. 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. 12. 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. 4 Eagle County Materials and Equipment Agreement 5/14 13. Other Contract Requirements and Vendor Representations. a. Vendor has familiarized itself with the intended purpose and use of the Equipment to be provided hereunder, the intended use of such Equipment by County, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or Equipment. b. Vendor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of this Agreement. C. The fact that the County has accepted or approved the Equipment shall not relieve Vendor of any of its responsibilities. Vendor represents and warrants that it has the expertise and personnel necessary to properly perform the terms of this Agreement. Vendor shall provide appropriate supervision to its employees to ensure the performance in accordance with this Agreement. Vendor will provide the Equipment in a skillful, professional and competent manner and in accordance with the standard of care applicable to vendors supplying similar equipment. d. Vendor warrants merchantability and fitness of the Equipment for its intended use and purpose. e. Vendor hereby represents and warrants that the Equipment will be new and guarantees all Equipment against defects for a period of one (1) year from the date the Equipment is accepted by County, or such longer period as may be provided by the law or as otherwise agreed to by the parties. f. All guarantees and warranties of Equipment furnished to Vendor by any manufacturer or supplier are for the benefit of County. If any manufacturer or supplier of any Equipment furnishes a guarantee or warrantee for a period longer than one (1) year, then Vendor's guarantee or warrantee shall extend for a like period as to such Equipment. g. Vendor warrants that title to all Equipment shall pass to County either by incorporation into the County facility or upon receipt by Vendor of payment from County (whichever occurs first) free and clear of all liens, claims, security interests or encumbrances. Vendor further warrants that Vendor (or any other person performing Work) purchased all Equipment free and clear of all liens, claims, security interests or encumbrances. Notwithstanding the foregoing, Vendor assumes all risk of loss with respect to the Equipment until County has inspected and approved the same. h. Within a reasonable time after receipt of written notice, Vendor shall correct at its own expense, without cost to County, and without interruption to County: i. Any defects in Equipment which existed prior to or during the period of any guarantee or warranty provided in this Agreement; and ii. Any damage to any property caused by such defects or the repairing of such defects. i. Guarantees and warranties shall not be construed to modify or limit any rights or actions County may otherwise have against Vendor in law or in equity. j. Vendor 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. 5 Eagle County Materials and Equipment Agreement 5/14 k. This Agreement constitutes an agreement for performance by Contractor as an independent Contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master -servant, partnership, joint venture or any other relationship between County and Vendor except that of independent Vendor. Vendor shall have no authority to bind County. 1. Vendor represents and warrants that at all times in the performance of the Agreement, Vendor shall comply with any and all applicable laws, codes, rules and regulations. in. 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. n. Vendor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. o. 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. p. 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. q. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. r. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Equipment described in this Agreement. The Vendor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Agreement and Vendor shall not employ any person having such known interests. S. The Vendor, 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. 14. Prohibitions on Government Contracts. As used in this Section 14, 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 Vendor has any employees or subcontractors, Vendor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Vendor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Vendor will participate in the E -verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Vendor shall not: under this Agreement; or Knowingly employ or contract with an undocumented individual to perform Services 6 Eagle County Materials and Equipment Agreement 5/14 ii. Enter into a subcontract that fails to certify to Vendor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Vendor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E -Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E -verify program can be found at: http://www.dhs.gov/xpreyprot/programs/gc 1185221678150 shtm C. Vendor 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 Vendor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Vendor shall be required to: i. Notify the subcontractor and County within three (3) days that Vendor 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 days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Vendor 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. e. Vendor 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 Vendor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Vendor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Vendor violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] 7 Eagle County Materials and Equipment Agreement 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: K�J P%A/-) Rachel Oys, Acting Coun Manager VENDOR: By:� Print Name: 5'fart 9'7%4t>- Title: .7%ppTitle: Qtilnlr 8 Eagle County Materials and Equipment Agreement 5/14 Knupp LLC PO Box 168-Rifle,Co 81650 -970.274.1045 -Stan -970.625.5342 -Fax Eagle County Road & Bridge PO Box 250 Eagle, CO 81631 970.328.3542 ATTN: Gordon Adams kai-enknupt)@nnsn.corn October 30,2014 BID PROPOSAL Potash Salt Haul from Moab to Gypsum $83.00 per Ton for Road Salt $85.00 Per Ton for Medium Dry Salt We appreciate the opportunity to bid on this project with your Company. Thank you, Stan & Karen Knupp Knupp LLC Client#: 151396 KNUPP ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 12/09/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Anita Keller HUB International Ins Svcs Inc --- PHONE FAX Ext 70 254 3306 lac_ N.I: 866 908-6374 2742 Crossroads BlvdA�C4 Lo - - - - ADDRESS_ anita.keller@hubinternational COm- Grand Junction, CO 81506 - --- - - -- -- - 888 245-8011 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Employers Mutual Casualty Co 21415 INSURED INSURER B: Pinnacol Assurance Company 41190 Knupp, LLC -- Box 168 INSURER C -- --- -- --- INSURER D : r- Rifle, CO 81650 - - - ------------- - INSURER E: INSURER F: CA Resident License #0757776 COVERAGES CERTIFICATE NUMBER: RFVISION NIIMRFR- 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 CONTRACTOR 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 LTR TYPE OF INSURANCE ADDL INSR SUM WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP -T LIMITS MM/DD/YYYY) A GENERAL LIABILITY X X 4X6308815 4/01/2014 04/01/2015 _ _ ACH OCCU—RENCE _ $ 1 OOO,OOO X COMMERCIAL GENERAL LIABILITY _ CLAIMS -MADE 51 OCCUR ----R- ----L— DAMAGE TO RENTED PREMISES (Ea occurrence MED EXP (Any one person) ---------__. $100 000 $ 5,000 X PD Ded:500 & ADV INJURY $ 1,000,000_ _ FPERSONAL GENERAL AGGREGATE - $2,00,0_00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY F7 PRO- JECT LOC ------ $ A AUTOMOBILE LIABILITY X X 4X6308815 4/01/2014 04/01/201 Ea acrdenISINGLE LIMIT 1'000,000 X ANY AUTO BODILY INJURY (Per person) $ ALL OWNEDSCHEDULED AUTOS AUTOS "— BODILY INJURY (Per accident) — $ X NON -OWNED HIRED AUTOS X AUTOS --------_.- PRO PERTY DAMAGE Per accident." $ A X -- UMBRELLA LIAB X OCCUR 4X6308815 4/01/2014 04/01/2015 EACH OCCURRENCE --------- --_ $1 000 000 EXCESS LAB CLAIMS -MADE —Lam-__ _.... $1 000 000 AGGREGATE DEDX RETENTION $1U 000 $ B .OFFICER/MEMBER WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE EXCLUDED? ❑ Mandatory in If yes, describe under N/A X 4130894 4/01/201404/01/2015�X1TORV WC STATU- OTH- LIMITS E L. EACH ACCIDENT .L E. DISEASE - EA EMPLOYEE $1000,000-_ -- $1,000,000 E.L. DISEASE - POLICY LIMIT — $1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers are Additional Insureds under the commercial general liability and automobile liability policies of insurance. Eagle County PO Box 250 Eagle, CO 81631-0250 ACORD 25 (2010/05) 1 of 1 #S3222406/M2764102 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE _V © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PV01 we] & 11711 =I;;19] /_1 W_Dj EW THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTO AMENDMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The BUSINESS AUTO COVERAGE FORM is amended to include the following clarifications and extensions of coverage. With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. BLANKET ADDITIONAL INSURED D. COVERAGE EXTENSIONS — SUPPLEMENTARY SECTION II — LIABILITY COVERAGE, A.1. Who Is An Insured is amended by adding the following: d. Any person or organization who is a party to a written agreement or contract with you in which you agree to provide the type of insurance afforded under this Business Auto Coverage Form. This provision applies to claims for "bodily injury" or "property damage" which occur after the execution of any written agreement or contract. B. NEWLY FORMED OR ACQUIRED ORGANIZATIONS SECTION II — LIABILITY COVERAGE, A.1. Who Is An Insured is amended by adding the following: e. Any organization which you acquire or form after the effective date of this policy in which you maintain ownership or majority interest. However: (1) Coverage under this provision is afforded only up to 180 days after you acquire or form the organization, or to the end of the policy period, whichever is earlier. (2) Any organization you acquire or form will not be considered an "insured" if: A. The organization is a partnership or a joint venture; or B. That organization is covered under other similar insurance. (3) Coverage under this provision does not apply to any claim for "bodily injury" or "property damage" resulting from an "accident" that occurred before you formed or acquired the organization. C. SUBSIDIARIES AS INSUREDS SECTION II — LIABILITY COVERAGE, A.I. Who Is An Insured is amended by adding the following: f. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of this policy. However, "insured" does not include any subsidiary that is an "insured" under any other automobile liability policy or was an "insured" under such a policy but for termination of that policy or the exhaustion of the policy's limits of liability. PAYMENTS SECTION II — LIABILITY COVERAGE, A.2.a. Coverage Extensions, Supplementary Payments (2) and (4) are replaced by the following: (2) Up to $3,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $350 a day because of time off from work. E. PHYSICAL DAMAGE—TOWING SECTION III — PHYSICAL DAMAGE COVERAGE, A.2. Towing is replaced with the following: We will pay for towing and labor costs incurred, subject to the following: a. Up to $100 each time a covered "auto' of the private passenger type is disabled, or b. Up to $500 each time a covered "auto" other than the private passenger type is disabled. However, the labor must be performed at the place of disablement. F. LOCKSMITH SERVICES SECTION III — PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions is amended by adding the following: We will pay up to $50.00 per occurrence for necessary locksmith services for keys locked inside a covered private passenger "auto" for which Comprehensive coverage is provided. The deductible is waived for these services. G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES SECTION III — PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions subparagraph a. Transportation Expenses is replaced by the following: CA7270(2-14) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 1 of 3 (1) We will pay up to $75 per day to a maximum of $1 000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Cause of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expirations, when the covered "auto" is returned to use or we pay for its "loss." (2) If the temporary transportation expenses you incur arise from your rental of an "auto" of the private passenger type, the most we will pay is the amount it costs to rent an "auto" of the private passenger type which is of the same like kind and quality as the stolen covered "auto." H. AUDIO, VIDEO, AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III —PHYSICAL DAMAGE COVERAGE, A. 4. Coverage Extensions is amended by adding the following: 1. We will pay with respect to a covered "auto" "loss" to any electronic equipment that receives or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in or upon the covered "auto" at the time of the "loss" or the equipment is removable from a housing unit which is permanently installed in or upon the covered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto". We will pay with respect to a covered "auto" "loss" to any accessories used with the electronic equipment described in Paragraph 1. above. However, this does not include tapes, records or discs. 2. In addition to the following exclusion, the exclusions that apply to PHYSICAL DAMAGE COVERAGE also apply to coverage provided by this extension, except for the exclusion relating to audio, visual and data electronic equipment: We will not pay, under this endorsement, for either any electronic equipment or accessories used with such electronic equipment that is: a. Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system; or b. Both: 1) An integral part of the same unit housing any sound reproducing equipment designed solely for the reproduction of sound if the sound reproducing equipment is permanently installed in the covered "auto", and 2) Permanently installed in the opening of the dash or console normally used by the manufacturer for the installation of a radio. 3. With respect to coverage under this extension of coverage the following is added to the Limit Of Insurance provision of SECTION III PHYSICAL DAMAGE COVERAGE: The most we will pay for all ''loss" to any electronic equipment that reproduces, receives, or transmits audio, visual, or data signals and any accessories used with this equipment as a result of any one "accident" is the lesser of: 1) The actual cash value of the damaged or stolen property as of the time of the "loss"; or 2) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality subject to a limit of $1,000. A $100 deductible will apply. I. HIRED AUTO PHYSICAL DAMAGE SECTION III — PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss; or Collision coverage is provided for any "auto" you own, then the Physical Damage coverages provided are extended to "autos" you hire, subject to the following limit and deductible: (1) The most we will pay for loss to any hired "auto" is the lesser of Actual Cash Value, $75,000, or Cost of Repair, minus the deductible. (2) The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. (3) Subject to the above limit and deductible provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. (4) The insurance provided under this provision is excess over any other collectible insurance. J. PERSONAL PROPERTY OF OTHERS SECTION III — PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions is amended by adding the following: We will pay up to $500 for loss to personal property of others in or on your covered "auto. This coverage applies only in the event of "loss" to your covered "auto" caused by fire, lightning, explosion, theft, mischief or vandalism, the covered "auto's" collision with another object, or the covered "auto's" overturn. CA7270(2-14) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 2 of 3 No deductibles apply to this coverage. K. RENTAL REIMBURSEMENT SECTION III — PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions is amended by adding the following: 1. This coverage applies only to a covered "auto" for which PHYSICAL DAMAGE COVERAGE is provided on this policy. 2. We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of "loss" to a covered "auto". Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". No deductibles apply to this coverage. 3. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: a. The number of days reasonably required to repair or replace the covered "auto". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you; or b. 30 days. 4. Our payment is limited to the lesser of the following amounts: a. Necessary and actual expenses incurred; or b. $50 per day, subject to a $1,500 limit. 5. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 6. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the Physical Damage — Transportation Expense coverage extension included in this endorsement. 7. Coverage provided by this extension is excess over any other collectible insurance and/or endorsement to this policy AIRBAG COVERAGE SECTION III — PHYSICAL DAMAGE COVERAGE, B.3.a. Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. M. LOSS TO TWO OR MORE COVERED AUTOS FROM ONE ACCIDENT SECTION III — PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following: If a Comprehensive, Specified Causes of Loss or Collision Coverage "loss" from one "accident" involves two or more covered "autos", only the highest deductible applicable to those coverages will be applied to the "accident". This provision only applies if you carry Comprehensive, Collision or Specified Causes of Loss Coverage for those vehicles, and does not extend coverage to any covered "autos" for which you do not carry such coverage. N. WAIVER OF DEDUCTIBLE — GLASS REPAIR OR REPLACEMENT SECTION III — PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following: If a Comprehensive Coverage deductible is shown in the Declarations it does not apply to the cost of repairing or replacing damaged glass. O. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV — BUSINESS AUTO CONDITIONS, A.2. Duties in the Event of Accident, Claim, Suit or Loss is amended by adding the following: d. Your obligation to notify us promptly of an "accident,"_ claim, "suit" or "loss" is satisfied if you send us the required notice as soon as practicable after your Insurance Administrator or anyone else designated by you to be responsible for insurance matters is notified, or in any manner made aware, of an "accident," claim, "suit" or "loss". P. UNINTENTIONAL FAILURE TO DISCLOSE EXPOSURES SECTION IV — BUSINESS AUTO CONDITIONS, B.2. Concealment, Misrepresentation, or Fraud is amended by adding the following: If you unintentionally fail to disclose any exposures existing at the inception date of this policy, we will not deny coverage under this Coverage Part solely because of such failure to disclose. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non- renewal. Q. MENTAL ANGUISH SECTION V — DEFINITIONS, C. is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish or death resulting from bodily injury, sickness or disease. R. LIBERALIZATION If we revise this endorsement to provide greater coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. CA7270(2-14) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 3 of 3 SCHEDULE OF LOSS PAYEES Loss Payee(s) (Name, Address and Zip) IF REQUIRED BY WRITTEN CONTRACT AX 12 24 01 05 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, OWSTLYIN IN 9ZIMS"roffil, k9 Z `- } This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM The TRANSFER OF RIGHTS OF RECOVERY 9. AGAINST OTHERS TO US Condition Section is added to and replaced by the following: We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written agreement or written contract because of payments we make for injury or damage arising out of your ongoing operations or "work you performed" under a written contract or written agreement with that person or organization and included in the "Garage Operations". A. The following definitions are added to the Definition Section of this endorsement only, "Garage operations" means the ownership, maintenance or use of locations for garage business and that portion, of the roads or other accesses that adjoin these locations. "Garage operations" includes the ownership, maintenance or use of the "autos" indicated in Section I of this Coverage Form as covered "autos". "Garage operations" also include ail operations necessary or incidental to a garage business. 2. "Work you performed" includes: a. Work that someone performed on your behalf, and b. The providing of or failure to provide Warnings or instructions. CA7392(12-05) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 1 of 1 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION WHEN REQUIRED IN A WRITTEN CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV — COMMERCIAL GENERAL LIABILITY CONDITIONS) is deleted and replaced by the following: We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". CG7555(11-04) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 1 of 1 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - CONSTRUCTION CONTRACTS - VICARIOUS LIABILITY This endorsement modifies the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. SECTION II — WHO IS AN INSURED is amended to include as an additional insured any person or organization for whom you are performing operations when you have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole, by: 1. Your acts or omissions, or 2. The acts or omissions of those acting on your behalf-, in the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. C B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 1. "Bodily injury," "property damage" or "personal and advertising injury" resulting from any act or omission by, or willful misconduct of the additional insured, whether the sole or a contributing cause of the loss. The coverage afforded to the additional insured is limited solely to the additional insured's "vicarious liability" that is a specific and direct result of your conduct. "Vicarious liability" as used in this endorsement means liability that is imposed on the additional insured solely by virtue of its relationship with you, and not due to any act or omission of the additional insured. 2. "Bodily injury" or "property damage" occurring after: a. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than ser- vice, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed, or b. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcon- tractor engaged in performing operations for a principal as a part of the same project. 3. "Bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render; any profes- sional; architectural, engineering or surveying services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifica- tions; or b. Supervisory, inspection, architectural or engineering activities. The limits of insurance applicable to the additional insured are those specified in the Declarations of this policy or in the written contract or written agreement, whichever is lower. D. Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether that insurance is primary, excess, contingent or on any other basis, unless you and the additional insured have specifically agreed in a written contract or written agreement that this insurance be primary. When coverage is provided on a primary basis we will not seek contribution from any other insurance available to the additional insured if a written contract or written agreement requires that this insurance be noncontributory. E. All other terms and conditions of this policy remain unchanged. CG7482(1-08) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 1 of 1 7501 E Lowry Blvd PINN AICOL Denver, CO 80230-7006 ASSURANCE 303-361-4000 / 300-873-7242 www.pinnacol.com 100010101XINNINOW .... ................ - . . .................. - ........ ...... . .... .... .. . . ... .. .. . . .. NCCI ft: WC000313B Hub International Insurance Service 1125 17th Street Ste. 900 Denver, CO 80202-4364 (888) 795-0300 ENDORSEMENT: Blanket Waiver of Subrogation We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE To any person or organization when agreed to under a written contract or agreement, as defined above and with the insured, which is in effect and executed prior to any loss.