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Home My WebLink AboutC19-250 Top Notch LogworksAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND TOP NOTCH LOGWORKS, INC. THIS AGREEMENT (“Agreement”) is effective as of _______________, by and between Top Notch Logworks, Inc. a Colorado corporation (hereinafter “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, County desires to have benches and bridges stained as set forth herein (the “Project”) at the property known as the Preserve Open Space located in Edwards, Colorado (collectively 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 Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work 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 August 31, 2019 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. 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 August 31, 2019. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 7/23/2019 2 Eagle County General Services Final 5/14 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 performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $1643.76. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, 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 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. DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 3 Eagle County General Services Final 5/14 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. 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 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 4 Eagle County General Services Final 5/14 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. 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: Top Notch Logworks, Inc. Attn: David Sante Post Office Box 362 Eagle, CO 81631 Telephone: 970-524-7323 Facsimile: 970-524-7321 Email: Dave@top-notchlogworks.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. DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 5 Eagle County General Services Final 5/14 12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, 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 the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 6 Eagle County General Services Final 5/14 h. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. i. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. l. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. o. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to 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 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 7 Eagle County General Services Final 5/14 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. 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: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 8 Eagle County General Services 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: TOPNOTCH LOGWORKS, INC. By:________________________________ Print Name: Dave Sante Title: ______________________________ DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 VP/CEO 9 Eagle County General Services Final 5/14 EXHIBIT A SCOPE OF SERVICES AND FEES The following Services shall be performed at the following rates: 1. Stain bridge railing at the Preserve $808.66 2. Stain two benches without backs at the Preserve $346.90 3. Stain two benches with backs at the Preserve $488.20 The fee for Services shall not exceed $1,643.76 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 10 Eagle County General Services Final 5/14 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 07/09/2019 Moody-Valley Insurance Agency 760 Horizon Drive, Suite 302 Grand Junction CO 81506 Tina Post (970) 248-8300 (970) 242-1894 tina.post@moodyins.com Top Notch Logworks, Inc. 4722 Highway 6 Lot 2 Gypsum CO 81637 American Select Insurance Co 19992 Pinnacol Assurance 41190 18/19 Master A Y TRA005495K 11/01/2018 11/01/2019 1,000,000 100,000 10,000 1,000,000 2,000,000 2,000,000 A Y TRA005495K 11/01/2018 11/01/2019 1,000,000 Medical payments 5,000 A 10,000 TRA005495K 11/01/2018 11/01/2019 1,000,000 1,000,000 B 4188956 07/01/2019 07/01/2020 1,000,000 1,000,000 1,000,000 A Leased & Rented Equipment TRA005495K 11/01/2018 11/01/2019 Limit 100,000 Deductible 2,500 Eagle County 500 Broadway PO Box 850 Eagle CO 81631 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 Top Notch Log Works, Inc.Moody-Valley Insurance Agency : Notes CONTRACTUAL LIABILITY APPLIES PER POLICY TERMS AND CONDITIONS General Liability: Blanket Additional Insured status applies only to the extent provided in form CG2010 0413, CG2037 0413, & CG7137 12/17 when required by written contract. Blanket Waiver of Subrogation applies only to the extent provided in form CG7137 12/17 when required by written contract. Designated Project & Location General Aggregate applies only to the extent provided in forms CG2503 05/09 & CG2504A 05/09 when required by written contract. Auto Liability: Blanket Additional Insured status applies only to the extent provided in form CA7077 10/13 when required by written contract. Blanket Waiver of Subrogation applies only to the extent provided in form CA0444 10/13 when required by written contract. Primary & Non-contributory applies only to the extent provided in form CA0449 11/16 when required by written contract. Excess Liability: Excess Liability policy is on a follow form basis for the following underlying insurance coverages: General Liability, Automobile Liability, and Employers Liability. Additional insured status will follow when required by written contract when required by written contract. Worker’s Compensation: 359-B From Attached Includes Blanket Waiver of Subrogation. Status applies when required by written contract. IMPORTANT: The policy forms referenced will be sent via email only. To obtain copies, please send your request with the email address to certrequestgj@moodyins.com ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply un- less modified by the endorsement. A.The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance -Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance avail- able to an "insured"under your policy pro- vided that: 1.Such "insured"is a Named Insured under such other insurance;and 2.You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contrib- ution from any other insurance available to such "insured". B.The following is added to the Other Insurance Condition in the Auto Dealers Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage and General Liability Coverages are primary to and will not seek contribution from any other insurance available to an "in- sured"under your policy provided that: 1.Such "insured"is a Named Insured under such other insurance;and 2.You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contrib- ution from any other insurance available to such "insured". ©Insurance Services Office,Inc.,2016 CA 04 49 11 16 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 POLICY NUMBER:COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Projects: All Projects Information required to complete this Schedule,if not shown above,will be shown in the Declarations. TRA 005495K A.For all sums which the insured becomes le- gally obligated to pay as damages caused by "occurrences"under Section I -Coverage A and for all medical expenses caused by acci- dents under Section I -Coverage C,which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1.A separate Designated Construction Project General Aggregate Limit applies to each designated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2.The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A,except damages because of "bodily injury"or "property damage" included in the "products-completed op- erations hazard",and for medical ex- penses under Coverage C regardless of the number of: a.Insureds; b.Claims made or "suits"brought;or c.Persons or organizations making claims or bringing "suits". 3.Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Des- ignated Construction Project General Aggregate Limit for that designated con- struction project.Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Con- struction Project General Aggregate Limit for any other designated con- struction project shown in the Schedule above. 4.The limits shown in the Declarations for Each Occurrence,Damage To Premises Rented To You and Medical Expense continue to apply.However,instead of being subject to the General Aggregate Limit shown in the Declarations,such limits will be subject to the applicable Designated Construction Project General Aggregate Limit. B.For all sums which the insured becomes le- gally obligated to pay as damages caused by "occurrences"under Section I -Coverage A and for all medical expenses caused by acci- dents under Section I -Coverage C,which cannot be attributed only to ongoing oper- ations at a single designated construction project shown in the Schedule above: 1.Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Ag- gregate Limit or the Products-Completed Operations Aggregate Limit,whichever is applicable;and 2.Such payments shall not reduce any Designated Construction Project General Aggregate Limit. ©Insurance Services Office,Inc.,2008 CG 25 03 05 09 Page 1 of 2 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 C.When coverage for liability arising out of the "products-completed operations hazard"is provided,any payments for damages be- cause of "bodily injury"or "property damage" included in the "products-completed oper- ations hazard"will reduce the Products- completed Operations Aggregate Limit,and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. D.If the applicable designated construction project has been abandoned,delayed,or abandoned and then restarted,or if the au- thorized contracting parties deviate from plans,blueprints,designs,specifications or timetables,the project will still be deemed to be the same construction project. E.The provisions of Section -III Limits of Insur- ance not otherwise modified by this endorse- ment shall continue to apply as stipulated. CG 25 03 05 09 Page 2 of 2 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY CONTRACTORS ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE The coverage provided by this endorsement is summarized below and is intended to provide a general coverage description only.For the details effecting each coverage please refer to the terms and condi- tions in this endorsement. A.Expected or Intended Injury Reasonable force B.Liquor Liability Coverage Extension C.Non-Owned Watercraft Increased to 60 feet D.Non-Owned Aircraft E.Damage To Property -Borrowed Equipment F.Damage To Premises Rented To You G.Personal And Advertising Injury Contractual Personal and Advertising Injury Exclusions H.Supplementary Payments Bail Bonds -$2,500 Loss of Earnings -$1,000 I.Additional Insureds -Automatic Status State or Governmental Agency or Subdivision or Political Subdivision Controling Interest Managers or Lessors of Premises Mortgagee,Assignee or Receiver Owners or Other Interests From Whom Land Has Been Leased Co-Owners of Insured Premises Lessor of Leased Equipment J.Who Is An Insured broadened Joint Ventures /Partnership /Limited Liability Company Health Care Professionals (Incidental Medical Malpractice) Individual Owners of Building are Insured's Newly Formed or Acquired Entities K.Knowledge and Notice of Occurrence L.Other Insurance Condition Amended M.Unintentional Failure To Disclose Hazards N.Waiver of Transfer Of Rights Of Recovery Against Others To Us -Automatic Status O.Liberalization P.Definitions Bodily Injury redefined Insured Contract redefined Expanded Personal and Advertising Injury definition . . .. .. ...... .... ... A.EXPECTED OR INTENDED INJURY Under SECTION 1,COVERAGES,COVERAGE A.BODILY INJURY AND PROPERTY DAMAGE exclusion a.is replaced with the following: a.Expected Or Intended Injury "Bodily Injury"or "property damage" expected or intended from the standpoint of the insured.This ex- clusion does not apply to "bodily in- jury"or "property damage"resulting from the use of reasonable force for the purpose of protecting persons or property. CG 7137 12 17 Page 1 of 7 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 B.LIQUOR LIABILITY COVERAGE EXTENSION SECTION 1,COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Item 2.Exclusions c.Liquor Li- ability is deleted. C.NON-OWNED WATERCRAFT Under SECTION 1,COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Item 2.Exclusions g.2(a)is re- placed with the following: (a)Less than 60 feet long;and D.NON-OWNED AIRCRAFT Under SECTION 1,COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Item 2.Exclusions g.Aircraft, Auto or Watercraft,the following is added: (6)An aircraft you do not own pro- vided that: (a)The pilot in command holds a currently effective certif- icate issued by the duly constituted authority of the United States of America or Canada,designating that person as a commercial or airline transport pilot; (b)It is rented with a trained, paid crew;and (c)It does not transport per- sons or cargo for a charge. E.DAMAGE TO PROPERTY -BORROWED EQUIPMENT Under SECTION 1,COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Item 2.Exclusions j.is deleted and replaced by the following: j.Damage To Property: (1)Property you own,rent or oc- cupy; (2)Premises you sell,give away or abandon,if the "property dam- age"arises out of any part of those premises; (3)Property loaned to you; (4)Personal property in the care, custody or control of the in- sured; (5)That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing op- erations,if the "property dam- age"arises out of those operations;or (6)That particular part of any real property that must be restored, replaced,or repaired because "your work"was incorrectly performed on it. Paragraphs (1),(3)and (4)of this exclusion do not apply to: (i)"property damage"to tools or equipment loaned to you if the tools or equipment are not being used to per- form operations at the time of loss;or (ii)"property damage" (other than damage by fire)to premises rented to you or temporarily occupied to you with the permission of the owner or to the con- tents of premises rented to you for a pe- riod of seven (7)or fewer consecutive days.A separate limit of insurance applies to Damage To Premises Rented To You as de- scribed in Section III - Limits Of Insurance. Paragraph (2)of this exclusion does not apply if the premises are "your work"and were not occupied,rented or held for rental by you beyond one year from the date "your work" was completed. Paragraph (2)of this exclusion does not apply if the premises are "your work"and were never occupied,rented or held for rental by you. Paragraphs (3),(4),(5)and (6)of this exclu- sion do not apply to liability assumed under a sidetrack agreement. Paragraph (6)of this exclusion does not apply to "property damage"included in the "products-completed operations hazard." F.DAMAGE TO PREMISES RENTED TO YOU Under SECTION I -COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Item 2.Exclusions,the last para- graph of Item 2.Exclusions is replaced with the following: Exclusion c.through n.do not apply to dam- age by fire or explosion to premises while rented to you or temporarily occupied by you with permission of the owner.A separate limit of insurance applies to this coverage as described in Section III -LIMITS OF INSUR- ANCE. CG 7137 12 17 Page 2 of 7 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 G.PERSONAL AND ADVERTISING INJURY Under SECTION 1,COVERAGES,COVERAGE B PERSONAL AND ADVERTISING INJURY LI- ABILITY,Item 2.Exclusions e.Contractual Liability is deleted. Under SECTION I -COVERAGES,COVERAGE B PERSONAL AND ADVERTISING INJURY LI- ABILITY,the following are added to Item 2. Exclusions: q.Discrimination Relating To Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale,rental, lease or sub-lease or prospective sale,rental,lease or sub-lease of any room,dwelling or premises by or at the direction of any insured. r.Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. H.SUPPLEMENTARY PAYMENTS Under SECTION I -SUPPLEMENTARY PAY- MENTS COVERAGES A AND B,item 1.b.is replaced with the following: b.Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the "Bodily Injury"Liability Coverage applies.We do not have to furnish these bonds. Under SECTION I -SUPPLEMENTARY PAY- MENTS COVERAGES A AND B,item 1.d.is replaced with the following: d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit",including actual loss of earnings up to $1,000 a day because of time off from work. I.ADDITIONAL INSUREDS -AUTOMATIC STA- TUS SECTION II -WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs a.through g.below whom you are required to add as an addi- tional insured on this policy under a written contract or written agreement.However the written contract or written agreement must be: 1.Currently in effect or becoming effective during the term of the policy;and 2.Executed prior to the "bodily injury", "property damage"or "personal injury and advertising injury",but Only the following persons or organizations are additional insureds under this endorse- ment and coverage provided to such addi- tional insureds is limited as provided herein: a.State or Governmental Agency or Subdivision or Political Subdivisions A state or governmental agency or subdivision or political subdivision subject to the following provisions: (1)This insurance applies only with respect to the following hazards for which the state or govern- mental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own,rent or control and to which this insurance applies; (a)The existence,repair main- tenance,erection,con- struction,or removal of advertising signs,awnings canopies,cellar entrances, coal holes,driveways, manholes,marquees,hoist away openings,sidewalk vaults,street banners,or decorations and similar ex- posures;or (b)The construction,erection, or removal of elevators. (2)This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or poli- tical subdivision has issued a permit or authorization. This insurance does not apply to "bodily injury","property dam- age"or "personal and advertis- ing injury"arising out of operations performed for the federal government,state or municipality. b.Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership,maintenance or use of that specific part of the premises leased to you and subject to the following additional exclu- sions: This insurance does not apply to: (1)Any "occurrence"which takes place after you cease to be a tenant in that premises;or CG 7137 12 17 Page 3 of 7 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 (2)Structural alterations,new con- struction or demolition oper- ations performed by or on behalf of such additional in- sured. c.Mortgagee,Assignee or Receiver A mortgagee,assignee or receiver but only with respect to their liability as mortgagee,assignee or receiver and arising out of the ownership, maintenance,or use of a premises by you. This insurance does not apply to structural alterations,new con- struction or demolition operations performed by or for such additional insured. d.Owners Or Other Interests From Whom Land Has Been Leased An owner or other interest from who land has been leased by you but only with respect to liability arising out of the ownership,maintenance or use of that specific part of the land leased to you and subject to the fol- lowing additional exclusions: This insurance does not apply to: (1)Any "occurrence"which takes place after you cease to lease that land;or (2)Structural alterations,new con- struction or demolition oper- ations performed by or on behalf of such additional in- sured. e.Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this in- surance but only with respect to the co-owners liability as co-owner of such premises. f.Lessor of Equipment Any person or organization from whom you lease equipment.Such person or organization are insureds only with respect to their liability arising out of the maintenance,op- eration or use by you of equipment leased to you by such person or or- ganization. A person's or organization's status as an insured under this endorse- ment ends when their written con- tract or written agreement with you for such leased equipment ends. With respect to the insurance af- forded these additional insureds,the following exclusions apply: This insurance does not apply: (1)To any "occurrence"which takes place after the equipment lease expires;or (2)To "bodily injury","property damage",or "personal and ad- vertising injury"arising out of the sole negligence of such ad- ditional insured. Any insurance provided to an addi- tional insured designated under par- agraphs a.through f.above does not apply to "bodily injury"or "property damage"included within the "pro- ducts-completed operations hazard". As respects the coverage provided under this provision,Paragraph 4.b.(1)of Section IV - Commercial General Liability Conditions is deleted and replaced with the following: 4.Other Insurance b.Excess Insurance (1)This insurance is excess over: Any other insurance naming the additional insured as an insured whether primary,excess,con- tingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and non-contributing.Where re- quired by written contractor written agreement,we will con- sider any other insurance main- tained by the additional insured for injury or damage covered by this endorsement to be excess and non-contributing with this insurance. J.WHO IS AN INSURED BROADENED Under SECTION II -WHO IS AN INSURED the following is added to item 1: f.Joint Ventures /Partnership /Lim- ited Liability Company Coverage You are an insured when you had an Interest in a joint venture,partner- ship or limited liability company which is terminated or ended prior to or during this policy period but only to the extent of your interest in such joint venture,partnership or limited liability company.This cov- erage does not apply: (1)Prior to the termination date of any joint venture,limited liability company or partnership;or CG 7137 12 17 Page 4 of 7 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 (2)If there is other valid and collectible insurance purchased specifically to insure the joint venture,legal liability company or partnership. Under SECTION II -WHO IS AN INSURED, 2.a.(1)(d)is deleted and replaced with the fol- lowing: (d)Arising out of his or her providing or failing to pro- vide professional health care services. This does not apply to nurses,emergency medical technicians or paramedics employed by you to provide health care services,but only if you are not in the business or occupation of providing such professional services. Under SECTION II -WHO IS AN INSURED the following is added: 4.For COVERAGE A and COVERAGE B only,the owner of any building leased to you,but only if the building owner is a shareholder in your corporation or a partner in your partnership insured by this policy,and only with respect to li- ability arising out of the ownership, maintenance or use of that part of the premises leased to you.However,this insurance does not apply: a.To any "occurrence"or offense which takes place after you cease to be a tenant in the premises;or b.To structural alterations,new con- struction or demolition operations performed by or on behalf of the building owner. Under SECTION II -WHO IS AN INSURED,3.a. is deleted and replaced with the following: a.Coverage under this provision is af- forded only until the end of the policy period or the next anniversary of this policy's effective date after you ac- quire or form the organization whichever is earlier. Under SECTION II -WHO IS AN INSURED the last paragraph in this section is deleted and replaced with the following: Except as provided in 3.above,no per- son or organization is an insured with respect to the conduct of any current or past joint venture,limited liability com- pany or partnership that is not shown as a named insured in the Declarations. K.KNOWLEDGE AND NOTICE OF OCCURRENCE Under SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS,2.Duties in the Event of Occurrence,Offense,Claim Or Suit, the following is added: e.The requirement in Condition 2.a. applies only when the "occurrence" or offense is known to: (1)You,if you are an individual; (2)A partner,if you are a partner- ship; (3)An "executive officer"or insur- ance manager,if you are a cor- poration;or (4)A manager,if you are a limited liability company. f.The requirement in Condition 2.b. will not be breached unless the breach occurs after such claim or "suit"is known to: (1)You,if you are an individual; (2)A partner,if you are a partner- ship; (3)An "executive officer"or insur- ance manager,if you are a cor- poration;or (4)A manager,if you are a limited liability company. g.Your rights under this Coverage Part will not be prejudiced if you fail to give us notice of an "occurrence," offense,claim,or "suit"and that failure is solely due to your reason- able belief that the "bodily injury"or "property damage"is not covered under this Coverage Part.However, you shall give written notice of this "occurrence,"offense,claim,or "suit"to us as soon as you are aware this insurance may apply to such "occurrence,"offense,claim or "suit." L.OTHER INSURANCE CONDITION AMENDED When required by written contract with any additional insured owner,lessee,or contrac- tor to provide insurance on a primary and noncontributory basis,Condition 4 of Section IV -Commercial General Liability Conditions is deleted and replaced by the following: 4.Other Insurance If other valid and collectible insurance is available for a loss we cover under Cov- erage A or B of this Coverage Part,our obligations are limited as follows: CG 7137 12 17 Page 5 of 7 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 a.Primary Insurance This insurance is primary and non- contributory except when b.below applies. b.Excess Insurance This insurance is excess over any of the other insurance,whether pri- mary,excess,contingent,or on any other basis: (1)That is Fire,Extended Coverage, Builders Risk,Installation Risk, or similar coverage for your work; (2)That is Fire insurance for prem- ises rented to you or temporar- ily occupied by you with permission of the owner;or (3)If the loss arises out of the maintenance or use of aircraft, "autos,"or watercraft to the ex- tent not subject to Exclusion g. of Section I -Coverage A. (4)If the loss is caused by the sole negligence of any additional in- sured,owner,lessee,or con- tractor. When this insurance is excess,we will have no duty under Coverage A or B to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit."If no other defends,we will undertake to do so,but we will be entitled to the other insured's rights against all those other insur- ers. When this insurance is excess over other insurance,we will pay only our share of the amount of loss,if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance;and (2)The total of all deductibles and self-insured amounts under all that other insurance. We will share the remaining loss,if any with any other insurance that is not described in this Excess Insur- ance provision and was not bought specifically to apply in excess of the limits of Insurance shown in the declarations of this Coverage Part. M.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Under SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS,item 6.Representa- tions,the following is added: d.Your failure to disclose all hazards or prior "occurrences"existing as of the inception date of this policy shall not prejudice the coverage afforded by this policy,provided such failure to disclose all hazards or prior "oc- currences"is not intentional. N.WAIVER OF TRANSFER OF RIGHTS OF RE- COVERY AGAINST OTHERS TO US -AUTO- MATIC STATUS Under SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS,item 8.Transfer Of Rights Of Recovery Against Others To Us is deleted and replaced by the following: We waive any right of recovery we may have against any person or organization with re- spect to which the insured has waived its right of recovery. It is further agreed that work commenced un- der letter of intent or work order,subject to subsequent reduction to writing,with cus- tomers whose customary written contracts would require a waiver of recovery rights against them also falls within this blanket waiver of recovery rights. O.LIBERALIZATION If we adopt a change in our forms or rules which would broaden coverage for contrac- tors under this coverage form without an ad- ditional premium charge,your policy will automatically provide the additional cover- age's as of the date the broadened coverage is effective in your state. P.DEFINITIONS Under SECTION V -DEFINITIONS,item 3.is deleted and replaced with the following: 3."Bodily Injury"means bodily injury,disa- bility,sickness,or disease sustained by a person,including death resulting from any of these at any time."Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". Under SECTION V -DEFINITIONS,item 9.is deleted and replaced with the following: 9."Insured Contract"means: a.A contract for a lease of premises. However,that portion of the contract for a lease of premises that indem- nifies any person or organization for damage by fire to premises while rented to you or temporarily occu- pied by you with permission of the owner is not an "insured contract"; b.A sidetrack agreement; c.Any easement or license agreement; CG 7137 12 17 Page 6 of 7 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 d.An obligation,as required by ordi- nance,to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agree- ment; f.That part of any other contract or agreement pertaining to your busi- ness (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort li- ability of another party to pay for "bodily injury"or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.does not include that part of any contract or agreement: (1)That indemnifies an architect, engineer,or survey or for injury or damage arising out of: (a)Preparing,approving or failing to prepare or ap- prove,maps,shop drawings,opinions,reports, surveys,field orders, change orders or drawings and specifications;or (b)Giving directions or in- structions,or failing to give them,if that is the primary cause of the injury or dam- age;or (2)Under which the insured if an architect,engineer or surveyor, assumes liability for an injury or damage arising out of the in- sureds rendering or failure to render professional services in- cluding those listed in (1)above and supervisory,inspection,ar- chitectural or engineering,ac- tivities. Under SECTION V -DEFINITIONS,item 14.the following is added to the definition of "Personal and advertising injury": h.Discrimination or humiliation that results in injury to the feelings or reputation of a natural person,but only if such dis- crimination or humiliation is: (1)Not done intentionally by or at the direction of: (a)The insured;or (b)Any "executive officer",director, stockholder,partner,member or manager (if you are a limited liability company)of the insured; (2)Not directly or indirectly related to the employment,prospective em- ployment,past employment or ter- mination of employment of any person or persons by any insured. CG 7137 12 17 Page 7 of 7 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS,LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location(s)Of Covered Operations All persons or organizations when you have All Locations agreed in writing in a contract or agreement that such persons or organizations be added as an additional insured. Information required to complete this Schedule,if not shown above,will be shown in the Declarations. POLICY NUMBER:TRA 005495K A.Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s)shown in the Schedule,but only with respect to liability for "bodily injury", "property damage"or "personal and adver- tising injury"caused,in whole or in part,by: 1.Your acts or omissions;or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing oper- ations for the additional insured(s)at the location(s)designated above. However: 1.The insurance afforded to such additional insured only applies to the extent per- mitted by law;and 2.If coverage provided to the additional in- sured is required by a contract or agree- ment,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds,the following addi- tional exclusions apply: This insurance does not apply to "bodily in- jury"or "property damage"occurring after: 1.All work,including materials,parts or equipment furnished in connection with such work,on the project (other than service,maintenance or repairs)to be performed by or on behalf of the addi- tional insured(s)at the location of the covered operations has been completed; or 2.That portion of "your work"out of which the injury or damage arises has been put to its intended use by any person or or- ganization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C.With respect to the insurance afforded to these additional insureds,the following is added to Section III -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the ap- plicable Limits of Insurance shown in the Declarations. ©Insurance Services Office,Inc.,2012 CG 20 10 04 13 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 POLICY NUMBER:COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS,LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location(s)And Description Of Covered Operations All persons or organizations when you have All Locations agreed in writing in a contract or agreement that such persons or organizations be added as an additional insured. Information required to complete this Schedule,if not shown above,will be shown in the Declarations. TRA 005495K A.Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s)shown in the Schedule,but only with respect to liability for "bodily injury" or "property damage"caused,in whole or in part,by "your work"at the location desig- nated and described in the schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent per- mitted by law;and 2.If coverage provided to the additional in- sured is required by a contract or agree- ment,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds,the following is added to Section III -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the ap- plicable Limits of Insurance shown in the Declarations. ©Insurance Services Office,Inc.,2012 CG 20 37 04 13 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 POLICY NUMBER:COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. DESIGNATED LOCATION(S)GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Location(s): All rented,owned and occupied locations other than construction projects. Information required to complete this Schedule,if not shown above,will be shown in the Declarations. TRA 005495K A.For all sums which the insured becomes le- gally obligated to pay as damages caused by "occurrences"under Section I -Coverage A and for all medical expenses caused by acci- dents under Section I -Coverage C,which can be attributed only to operations at a sin- gle designated "location"shown in the Schedule above: 1.A separate Designated Location General Aggregate Limit applies to each desig- nated "location",and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2.The Designated Location General Aggre- gate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily in- jury"or "property damage"included in the "products-completed operations haz- ard",and for medical expenses under Coverage C regardless of the number of: a.Insureds; b.Claims made or "suits"brought;or c.Persons or organizations making claims or bringing "suits". 3.Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Des- ignated Location General Aggregate Limit for that designated "location".Such payments shall not reduce the General Aggregate Limit shown in the Declara- tions nor shall they reduce any other Designated Location General Aggregate Limit for any other designated "location" shown in the Schedule above. 4.The limits shown in the Declarations for Each Occurrence,Damage To Premises Rented To You and Medical Expense continue to apply.However,instead of being subject to the General Aggregate Limit shown in the Declarations,such limits will be subject to the applicable Designated Location General Aggregate Limit. B.For all sums which the insured becomes le- gally obligated to pay as damages caused by "occurrences"under Section I -Coverage A and for all medical expenses caused by acci- dents under Section I -Coverage C,which cannot be attributed only to operations at a single designated "location"shown in the Schedule above: 1.Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Ag- gregate Limit or the Products-completed Operations Aggregate Limit,whichever is applicable;and 2.Such payments shall not reduce any Designated Location General Aggregate Limit. ©Insurance Services Office,Inc.,2008 CG 25 04 A 05 09 Page 1 of 2 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 C.When coverage for liability arising out of the "products-completed operations hazard"is provided,any payments for damages be- cause of "bodily injury"or "property damage" included in the "products-completed oper- ations hazard"will reduce the Products- completed Operations Aggregate Limit,and not reduce the General Aggregate Limit nor the Designated Location General Aggregate Limit. D.For the purposes of this endorsement,the Definitions Section is amended by the addi- tion of the following definition: "Location"means premises involving the same or connecting lots,or premises whose connection is interrupted only by a street, roadway,waterway or right-of-way of a rail- road. E.The provisions of Section III Limits of Insur- ance not otherwise modified by this endorse- ment shall continue to apply as stipulated. CG 25 04 A 05 09 Page 2 of 2 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply un- less modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s)Of Person(s)Or Organization(s): Information required to complete this Schedule,if not shown above,will be shown in the Declarations. POLICY NUMBER:TRA 005495K The Transfer Of Rights Of Recovery Against Oth- ers To Us Condition does not apply to the person(s)or organization(s)shown in the Sched- ule,but only to the extent that subrogation is waived prior to the "accident"or the "loss"under a contract with that person or organization. ©Insurance Services Office,Inc.,2011 CA 04 44 10 13 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BUSINESS AUTO ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE The coverage provided by this endorsement is summarized below and is intended to provide a general coverage description only.For the details affecting each coverage,please refer to the terms and condi- tions in this endorsement. A.Who Is An Insured broadened: Additional Insured by Contract,Agreement or Permit Legally Incorporated Subsidiaries Newly Acquired Organizations B.Supplementary Payments Bail Bonds -$5000 Loss of Earnings -$500 C.Fellow Employee Exclusion Amendment D.Coverage Extensions Transportation Expenses Personal Effects (Excess Basis) E.Additional Coverages Expenses paid for returning a stolen covered auto Fire Department Service Charge F.Airbag Coverage -Accidental Discharge G.Glass Repair -Waiver of Deductible H.Knowledge and Notice of an Accident,Claim or Suit I.Unintentional Failure To Disclose Hazards J.Worldwide Coverage K.Definitions Bodily Injury Redefined In addition to the policy amendments contained in A.through K.listed above,the endorsements listed below will automatically be attached to your policy to complete the coverage provided by the Signature Series Business Auto Endorsement: Audio,Visual and Data Electronic Equipment Coverage Added Limits -CA 99 60 Auto Loan/Lease Gap Coverage -CA 20 71 Drive Other Car Coverage -Broadened Coverage For Named Individuals -(Executive Officers/Spouses)-CA 99 10 Employee Hired Autos -CA 20 54 Employees As Insureds -CA 99 33 Hired Auto Physical Damage (Refer to Auto Declarations page) Rental Reimbursement Coverage -CA 99 23 Waiver of Transfer of Rights of Recovery (Waiver of Subrogation)-CA 04 44 ... .. .. .. . ... ..... A.WHO IS AN INSURED BROADENED SECTION II -COVERED AUTOS LIABILITY COVERAGE,item A.Coverage,1.Who Is An Insured is amended to include the following additional paragraphs: d.Any legally incorporated subsidiary of yours in which you own more than 50%of the voting stock on the ef- fective date of this endorsement. However,"insured"does not include any subsidiary that is an "insured" under any other liability policy or would be an "insured"under such a policy but for its termination or the exhaustion of its limit of insurance. CA 70 77 10 13 Page 1 of 3 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 Coverage under this provision is af- forded only for the first 180 days af- ter you acquire or form the organization or until the end of the policy period,whichever comes first. e.Any organization you newly acquire or form,other than a partnership or joint venture,and over which you maintain ownership or a majority in- terest.However,coverage under this provision: (1)Does not apply if the organiza- tion you acquire or form is an "insured"under another auto li- ability policy or would be "in- sured"under such a policy but for its termination or the ex- haustion of its limits of insur- ance; (2)Does not apply to "bodily injury" or "property damage"that oc- curred before you acquired or formed the organization;and (3)Is afforded only for the first 180 days after you acquire or form the organization or until the end of the policy period,whichever comes first. f.Any person or organization with whom you agreed in writing in a contract,agreement or permit,to provide insurance such as is af- forded under this policy. This provision only applies if the written contract or agreement has been executed or permit has been issued,prior to the "bodily injury"or "property damage". B.SUPPLEMENTAL PAYMENTS SECTION II -COVERED AUTOS LIABILITY COVERAGE,item A.Coverage,2.Coverage Extensions,a.Supplementary Payments,sub- paragraphs (2)and (4)are deleted and re- placed with the following: (2)Up to $5,000 for cost of bail bonds (including bonds for re- lated traffic law violations)re- quired because of an "accident" we cover.We do not have to furnish these bonds. (4)All reasonable expenses in- curred by the "insured"at our request,including actual loss of earnings up to $500 per day be- cause of time off from work. C.FELLOW EMPLOYEE EXCLUSION AMEND- MENT SECTION II -COVERED AUTOS LIABILITY COVERAGE,item B.Exclusions,5.Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto"you own or hire. D.COVERAGE EXTENSIONS SECTION III -PHYSICAL DAMAGE COVER- AGE,Item A.Coverage,4.Coverage Exten- sions,a.Transportation Expenses is replaced with the following: a.Transportation Expenses We will pay up to $100 per day to a maximum of $1,800 for transporta- tion expense incurred by you be- cause 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 Causes of Loss Coverage.We will pay for transportation expenses incurred during the period beginning 48 hours after the theft and ending,regardless of the policy's expiration,when the covered "auto"is returned to use or we pay for its "loss". The following is added to Item 4.Cover- age Extensions: c.Personal Effects We will pay up to $500 for the "loss" of your personal effects that are contained in a covered "auto"due to the total theft of the covered "auto." We will pay only for those personal effects that are contained in covered "autos"for which you carry either Comprehensive or Specified Causes Of Loss Coverage. Our payment for "loss"of or damage to personal effects will apply only on an excess basis over other collect- ible insurance. E.ADDITIONAL COVERAGES SECTION III -PHYSICAL DAMAGE COVER- AGE,A.Coverage,is amended to include the following additional coverage items: 5.We will pay the expense of returning a stolen covered "auto"to you. 6.Fire Department Service Charge When a fire department is called to save or protect a covered "auto",its equip- ment,its contents or occupants from a Covered Cause Of Loss,we will pay up to $1,000 for your liability for Fire De- partment Service Charges: CA 70 77 10 13 Page 2 of 3 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 (a)Assumed by contract or agreement prior to loss;or (b)Required by local ordinance. No deductible applies to this additional coverage. F.AIRBAG COVERAGE -ACCIDENTAL DIS- CHARGE SECTION III -PHYSICAL DAMAGE COVER- AGE,Item B.Exclusions,subparagraph 3.a. is deleted and replaced with the following: a.Wear and tear,freezing,mechanical or electrical breakdown. Mechanical breakdown does not ap- ply to the accidental discharge of an airbag. G.GLASS REPAIR -WAIVER OF DEDUCTIBLE SECTION III -PHYSICAL DAMAGE COVER- AGE,item D.Deductible the following para- graph is added: No deductible shall apply to glass dam- age if the glass is repaired rather than replaced. H.KNOWLEDGE AND NOTICE OF AN ACCI- DENT,CLAIM OR SUIT SECTION IV -BUSINESS AUTO CONDITIONS, Item A.Loss Conditions is amended as fol- lows: Subparagraph a.under Item 2.Duties In The Event Of Accident,Claim,Suit Or Loss,is amended to include the following paragraphs: This requirement applies when the "accident,"claim,"suit"or "loss"is first known to: (1)You,if you are an individual; (2)A partner,if you are a partner- ship;or (3)An executive officer or insur- ance manager,if you are a cor- poration. Subparagraph b.(2)under 2.Duties In The Event Of Accident,Claim,Suit Or Loss is amended as follows: (2)Immediately send us copies of any request,demand,order, notice,summons or legal paper received concerning the claim or "suit." Your employees may know of documents received concerning a claim or "suit".This will not mean that you have such know- ledge,unless receipt of such documents is known to you,any of your executive officers or partners or your insurance manager. I.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Under SECTION IV -BUSINESS AUTO CON- DITIONS,B.General Conditions,2. Concealment,Misrepresentation Or Fraud is amended to include the following additional paragraph: If you unintentionally fail to disclose any hazards existing at the inception date of your policy,we will not deny coverage under this Coverage Part because of such failure. J.WORLDWIDE COVERAGE Under SECTION IV -BUSINESS AUTO CON- DITIONS,B.General Conditions,7.Policy Period,Coverage Territory,subparagraph (5) is deleted and replaced with the following: (5)Anywhere in the world,if: (a)A covered "auto"of the private passenger type is leased,hired, rented or borrowed without a driver for a period of 45 days or less;and (b)The "insured's"responsibility to pay damages is determined in a "suit"on the merits,in the United States of America, Puerto Rio or Canada or in a settlement we agree to. (c)If,for such "autos"a "suit"is brought outside the territory de- scribed in 7.(1)through 7.(4) above,we will reimburse the insured for defense expenses incurred with our written con- sent,but we will make no pay- ment,nor will we reimburse the insured for damages. K.DEFINITIONS Under SECTION V -DEFINITIONS,Item C.is replaced by the following: C."Bodily injury"means bodily injury,sick- ness or disease sustained by a person, including mental anguish,mental injury or death resulting from any of these. "Bodily injury"includes mental anguish or other mental injury resulting from "bodily injury". CA 70 77 10 13 Page 3 of 3 DocuSign Envelope ID: D7F5F256-B07F-4345-B7C2-69F0C6C11D82 7501 E. Lowry Blvd. Denver, CO 80230-7006 303.361.4000 / 800.873.7242 Pinnacol.com Top Notch Logworks Inc DBA Top Notch 4722 Hwy 6 Lot 2 Gypsum, CO 81637 Moody-Valley Insurance Agency, Inc. 760 Horizon Drive #302 Grand Junction, CO 81506-1509 (970) 243-3421 7501 E. Lowry Blvd Denver, CO 80230-7006 Page 1 of 1 P ROSARIOJ - Underwriter 06/27/2019 15:19:35 4188956 54157742 359-B NCCI #: WC000313B Policy #: 4188956 ENDORSEMENT:Blanket Waiver of Subrogation Effective Date:June 27, 2019 Expires on: July 1, 2020 Pinnacol Assurance has issued this endorsement June 27, 2019 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: D7F5F256-B07F-4345-B7C2-69F0C6C11D82