Press Alt + R to read the document text or Alt + P to download or print.

No preview available

The URL can be used to link to this page

Home My WebLink AboutC18-317 Strategic FenceAGREEMENT FOR PROCUREMENT AND INSTALLATION SERVICES BETWEEN EAGLE COUNTY, COLORADO AND STRATEGIC FENCE AND WALL COMPANY THIS AGREEMENT (“Agreement”) is effective as of _______________, by and between Strategic Fence and Wall Company, a Colorado corporation (hereinafter “Contractor”) Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, County desires to install a solar powered electronic gate (the “Project”) at the entrance to the Homestead L Open Space property in Edwards, 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 County in connection with the procurement of equipment, materials and services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to 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 December 1, 2018 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. County shall have the right to inspect all Equipment. Inspection and acceptance shall not be unreasonably delayed or refused. In the event County does not accept the Equipment for any reason in its sole discretion, then Contractor shall upon County’s request and at no charge to County: i. take the Equipment back; ii. exchange the Equipment; or DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 10/29/2018 2 Eagle County Procurment and Installation Final 5/14 iii. repair the Equipment. 2. County’s Representative. The Eagle County Open Space Department’s designee shall be Contractor’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through December 1, 2018. 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 County for such additional services in accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the Equipment and performance of the Services in a sum computed and payable as set forth in Exhibit A. The Equipment and performance of the Services under this Agreement shall not exceed $5,420. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for 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 County may request. b. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the 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 County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. c. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees 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 Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without County’s prior written consent, which may be DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 3 Eagle County Procurment and Installation Final 5/14 withheld in County’s sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor’s certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. 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. 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. DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 4 Eagle County Procurment and Installation Final 5/14 8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents (including electronic files) and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. Further, Contractor shall execute any bill of sale or other documents required by County to transfer title of the Equipment to County. 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. COUNTY: Eagle County, Colorado Attention: Diane Mauriello 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8698 E-Mail: Diane.Mauriello@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: Strategic Fence and Wall Company PO Box 9376 Breckenridge, CO 80424 DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 5 Eagle County Procurment and Installation Final 5/14 Telephone: 970-547-9292 Facsimile: 970-547-9039 E-mail: info@strategicfence.com 11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations. 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 County 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 County 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. DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 6 Eagle County Procurment and Installation Final 5/14 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 County, 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 County. If any manufacturer or supplier of any Equipment furnishes a 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 County either by incorporation into the Property or upon receipt by Contractor of payment from County (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 County 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 County, and without interruption to County: 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 County 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 County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. 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 County. Any attempt to assign this Agreement without such consent shall be void. DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 7 Eagle County Procurment and Installation Final 5/14 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. s. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. 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 Government Contracts. As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries not legally within 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 comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Contractor will participate in the E-verify Program or other Department of Labor and Employment program (“Department Program”) in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Contractor shall not: 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 public contract for services. b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: https://www.uscis.gov/e-verify c. Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 8 Eagle County Procurment and Installation Final 5/14 d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an 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 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. e. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 9 Eagle County Procurment and Installation Final 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: ______________________________ Jeff Shroll, County Manager CONTRACTOR: STRATEGIC FENCE AND WALL COMPANY By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 president Cindy Fairfield 10 Eagle County Procurment and Installation Final 5/14 EXHIBIT A SCOPE OF SERVICES AND EQUIPMENT, SCHEDULE, FEES Contractor shall supply materials and equipment identified on the attached proposal which is incorporated herein as Page 2 of this Exhibit A. Contractor shall install the gate in the location of the existing gate at the entry to the Homestead L Open Space in Edwards, Colorado. Contractor shall provide the existing gate to Eagle County Open Space Department. Contractor shall notify Eagle County Open Space personnel at least two (2) business days before starting work. DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 11 Eagle County Procurment and Installation Final 5/14 EXHIBIT B INSURANCE CERTIFICATES DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 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 have ADDITIONAL INSURED provisions or 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD TREESE1 Terri Reese 08/23/2018 STRAFEN-01 A 3X12210 A 3X12210 B 2291110 A 3X12210 1,000,000 1,000,000 1,000,000 10,000 1,000,000 1,000,000 2,000,000 1,000,000 2,000,000 5,000 100,000 1,000,000 1,000,000 X X X X X X X X X X License # 0757776 08/24/2018 04/01/2019 08/24/2018 04/01/2019 04/01/2018 04/01/2019 08/24/2018 04/01/2019 RFP Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers are Additional Insureds under the general liability and automobile liability policies of insurance. HUB International Insurance Services (COL) 1125 17th Street, Suite 900 Denver, CO 80202 (719) 884-0704 Eagle County PO Box 850 3289 Cooley Mesa Rd. Eagle, CO 81637 Strategic Fence & Wall Co. PO Box 9376 Breckenridge, CO 80424 EMC Property & Casualty Pinnacol Assurance Company 25186 41190 X X terri.reese@hubinternational.com Y X X X DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTO ELITE EXTENSION CA7450(11-14) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 1 of 4 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. TEMPORARY SUBSTITUTE AUTO PHYSICAL DAMAGE Section I – Covered Autos Paragraph C. Certain Trailers, Mobile Equipment, and Temporary Substitute Autos is amended by adding the following: If Physical Damage Coverage is provided by this coverage form for an "auto" you own, the Physical Damage Coverages provided for that owned "auto" are extended to any "auto" you do not own while used with the permission of its owner as a temporary substitute for the covered "auto" you own that is out of service because of breakdown, repair, servicing, "loss" or destruction. The coverage provided is the same as the coverage provided for the vehicle being replaced. B. BLANKET ADDITIONAL INSURED Section II – Liability Coverage, A.1. Who Is An Insured is amended by adding the following: 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. C. EMPLOYEES AS INSUREDS The following is added to the Section II – Liability Coverage, Paragraph A.1. Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. EMPLOYEE HIRED AUTOS 1. Changes In Covered Autos Liability Coverage The following is added to the Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions Paragraph 5.b. of the Other Insurance Condition in the Business Auto Coverage Form is replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: a. Any covered "auto" you lease, hire, rent or borrow; and b. Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". E. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Section II – Liability Coverage, A.1. Who Is An Insured is amended by adding the following: 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. DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 CA7450(11-14) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 2 of 4 F. SUBSIDIARIES AS INSUREDS Section II – Liability Coverage, A.1. Who Is An Insured is amended by adding the following: 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. G. SUPPLEMENTARY PAYMENTS Section II – Liability Coverage, A.2.a. Coverage Extensions, Supplementary Payments (2) and (4) are replaced by the following: (2) Up to $5,000 for 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 $500 a day because of time off from work. H. FELLOW EMPLOYEE COVERAGE In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by workers compensation exclusivity rule, or similar protection. The following provision is added: Subparagraph 5. of Paragraph B. Exclusions in Section II Liability Coverage does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. I. 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. J LOCKSMITH SERVICES Section III – Physical Damage Coverage, A.4. Coverage Extensions is amended by adding the following: We will pay up to $250 per occurrence for necessary locksmith services for keys locked inside a covered private passenger "auto". The deductible is waived for these services. K. TRANSPORTATION EXPENSES Section III – Physical Damage Coverage, A.4. Coverage Extensions Subparagraph a. Transportation Expenses is replaced by the following: (1) We will pay up to $75 per day to a maximum of $2,500 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”. L. AUDIO, VISUAL, AND DATA ELECTRONIC EQUIPMENT COVERAGE ADDED LIMITS Audio, Visual, And Data Electronic Equipment Coverage Added Limits of $5,000 Per “Loss” are in addition to the sublimit in Paragraph C.1.b. of the Limits Of Insurance provision under Section III – Physical Damage Coverage. M. 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 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. We will pay up to $1,000, in addition to the limit above, for loss of use of a hired auto to a leasing or rental concern for a monetary loss sustained, provided it results from an "accident" for which you are legally liable. DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 CA7450(11-14) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 3 of 4 N. AUTO LOAN OR LEASE COVERAGE Section III – Physical Damage Coverage Paragraph A.4. Coverage Extensions is amended by the addition of the following: In the event of a total "loss" to a covered "auto" which is covered under this policy for Comprehensive, Specified Cause of Loss, or Collision coverage, we will pay any unpaid amount due, including up to a maximum of $500 for early termination fees or penalties, on the lease or loan for a covered "auto", less: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. Coverage does not apply to any unpaid amount due on a loan for which the covered "auto" is not the sole collateral. O. 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 propert y 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. No deductibles apply to this coverage. P. PERSONAL EFFECTS COVERAGE Section III – Physical Damage Coverage, A.4. Coverage Extensions is amended by adding the following: We will pay up to $500 for "loss" to your personal effects not otherwise covered in the policy or, if you are an individual, the personal effects of a family member, that is in the covered auto at the time of the "loss". For the purposes of this extension personal effects means tangible property that is worn or carried by an insured including portable audio, visual, or electronic devices. Personal effects does not include tools, jewelry, guns, money and securities, or musical instruments Q. EXTRA EXPENSE FOR STOLEN AUTO Section III – Physical Damage Coverage, A.4. Coverage Extensions is amended by adding the following: We will pay up to $1,000 for the expense incurred returning a stolen covered "auto" to you because of the total theft of such covered "auto". Coverage applies only to those covered "autos" for which you carry Comprehensive or Specified Causes Of Loss Coverage. R. 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. $75 per day, subject to a $2,250 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. DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 CA7450(11-14) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 4 of 4 S. 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. T. NEW VEHICLE REPLACEMENT COST The following is added to Paragraph C. Limit Of Insurance of Section III – Physical Damage Coverage In the event of a total “loss” to your new covered auto of the private passenger type or vehicle having a gross vehicle weight of 20,000 pounds or less, to which this coverage applies, we will pay at your option: a. The verifiable new vehicle purchase price you paid for your damaged vehicle, not including any insurance or warranties. b. The purchase price, as negotiated by us, of a new vehicle of the same make, model, and equipment, or most similar model available, not including any furnishings, parts, or equipment not installed by the manufacturer or their dealership. c. The market value of your damaged vehicle, not including any furnishings, parts, or equipment not installed by the manufacturer or their dealership. We will not pay for initiation or set up costs associated with a loans or leases. For the purposes of this coverage extension a new covered auto is defined as an "auto" of which you are the original owner that has not been previously titled which you purchased less than 180 days prior to the date of loss. U. 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”. If the application of the highest deductible is less favorable or more restrictive to the insured than the separate deductibles as applied in the standard form, the standard deductibles will apply. 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. V. 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. W. 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: 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”. X. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY Subparagraph 5. of Paragraph A. Loss Conditions of Section IV Business Auto Conditions is deleted in its entirety and replaced with the following. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. However, we waive any right of recovery we may have against any person, or organization with whom you have a written contract, agreement or permit executed prior to the "loss" that requires a waiver of recovery for payments made for damages arising out of your operations done under contract with such person or organization. Y. 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 Form 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. Z. 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. AA. 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. DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 7501 E. Lowry Blvd. Denver, CO 80230-7006 303.361.4000 / 800.873.7242 Pinnacol.com Strategic Fence & Wall Co P O Box 9376 Breckenridge, CO 80424 Hub International/BW 1125 17th St. Ste 900 Denver, CO 80202 (970) 223-0924 7501 E. Lowry Blvd Denver, CO 80230-7006 Page 1 of 1 P VIGILI - Underwriter 03/29/2018 12:30:54 2291110 51260396 359-B NCCI #: WC000313B Policy #: 2291110 ENDORSEMENT: Blanket Waiver of Subrogation Effective Date:March 29, 2018 Expires on: April 1, 2019 Pinnacol Assurance has issued this endorsement March 29, 2018 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. DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3 DocuSign Envelope ID: 0F2A227E-FF51-4B42-9DEA-C3DE90EA47B3