No preview available
HomeMy WebLinkAboutC19-258 Dogtor FosterAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND Dogtor Foster LLC THIS AGREEMENT (“Agreement”) is effective as of ____________________, by and between Elizabeth Keating Foster of Dogtor Foster LLC a limited liability company(hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, veterinary services are needed for Eagle County Animal Shelter (the “Project”) located at 1400 Fairgrounds Road in Eagle, Colorado (the “Property”); and WHEREAS, Consultant 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 Consultant and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: 1. Services. Consultant agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit A (“Services”) 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. Consultant agrees to furnish the Services no later than July 29, 2019 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant 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. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. County acknowledges the Employment Agreement between Consultant and Vetphacs, Inc., entered June 1, 2016, and amended June 1, 2018, and the potential dispute between Consultant and Vetphacs, Inc. related to the Employment Agreement. 2. County’s Representative. The Animal Shelter and Services Department’s designee shall be Consultant’s contact with respect to this Agreement and performance of the Services. DocuSign Envelope ID: 70413782-7E4B-43E0-8B6D-D2FA3C9312C0 7/29/2019 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect the 31st of December, 2019. 4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant 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, Consultant’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 Consultant 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 $18750. Consultant 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 Consultant. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. c. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Consultant shall 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. d. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. e. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). DocuSign Envelope ID: 70413782-7E4B-43E0-8B6D-D2FA3C9312C0 6. Sub-consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub-consultant 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. Consultant shall require each sub-consultant, as approved by County and to the extent of the Services to be performed by the sub-consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub- consultant hired by Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and omissions of its agents, employees and sub-consultants or sub-contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant’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 is not required because Consultant agrees that no automobile will be used in the performance of this contract. 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 $2,000,000 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. i. The commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Consultant’s certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub- consultant. All coverage(s) for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an “A.M. Best” rating of not less than A-VII. DocuSign Envelope ID: 70413782-7E4B-43E0-8B6D-D2FA3C9312C0 iv. Consultant’s insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant’s policy shall contain a waiver of subrogation against Eagle County. v. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Consultant’s broker, without further notice or authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers’ compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Consultant shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, and are based upon any performance or nonperformance by Consultant or any of its sub-consultants hereunder; and Consultant shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. DocuSign Envelope ID: 70413782-7E4B-43E0-8B6D-D2FA3C9312C0 9. Ownership of Documents. All documents prepared by Consultant in connection with the Services shall become property of County. Consultant shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term “documents” shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or subconsultant in connection with the performance of the Services and additional services under 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:Rhiannon Rowe 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3647 E-Mail: rhiannon.rowe@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 CONSULTANT: Elizabeth Keating Foster Dogtor Foster LLC PO Box 997 30 Wolf Creek Drive Gypsum, CO 81637 970 390 1707 ekfoster.dvm@gmail.com 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant’s work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Consultant shall not DocuSign Envelope ID: 70413782-7E4B-43E0-8B6D-D2FA3C9312C0 knowingly cause other consultants or contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. Termination. a. 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 Consultant. b. Consultant may terminate this Agreement, at any time and for any reason, with or without cause, and without penalty therefore with thirty (30) calendar days’ prior written notice to County. c. Upon termination of this Agreement by either party, Consultant 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 Consultant for Services satisfactorily performed to the date of termination. 13. 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. 14. 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. 15. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Consultant 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. c. This Agreement constitutes an agreement for performance of the Services by Consultant 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 Consultant except that of independent contractor. Consultant shall have no authority to bind County. DocuSign Envelope ID: 70413782-7E4B-43E0-8B6D-D2FA3C9312C0 d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes, rules and regulations. e. 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. f. Consultant 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. g. 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. h. 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. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. 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 Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. l. The Consultant, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 16. Prohibitions on Government Contracts. As used in this Section 16, 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 Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant 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. Consultant shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or DocuSign Envelope ID: 70413782-7E4B-43E0-8B6D-D2FA3C9312C0 ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Consultant 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. Consultant shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Consultant shall be required to: i. Notify the subcontractor and County within three (3) days that Consultant 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 Consultant 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. Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Consultant 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, Consultant shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 70413782-7E4B-43E0-8B6D-D2FA3C9312C0 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 CONSULTANT: By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: 70413782-7E4B-43E0-8B6D-D2FA3C9312C0 Elizabeth Keating Foster DVM EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES Purpose: Eagle County Animal Services (ECAS) provides care and shelter to animals in need while maintaining a safe community and promotes responsible pet ownership through outreach, education and enforcement. ECAS seeks to contract with a veterinarian to provide basic medical exams, vaccinations, and spay/ neuter of animals in ECAS' s care for a sum of $45, 000. The county will cover an additional $500 for veterinary insurance and $ 1, 000 for continuing education. ECAS will provide necessary equipment, supplies and tools for use by Contractor, at its facility located at 1400 Fairgrounds Road in Eagle, Colorado. Sheltered animals include those surrendered by owners, found as strays, seized, returned, and transferred from rescue organizations or other shelters inside and outside of Eagle County. The shelter' s philosophy is to maintain a shelter population at fifty percent of capacity, allowing for the ability of staff to respond and handle any emergencies that may arise. Eagle County recognizes that the landscape of Eagle County' s animal population has changed over time as stray, seized, and returned animals have been on the decline. Transferring animals into our shelter has become an important component of the shelter program, however, it must be balanced to ensure staffing and veterinary needs are not exacerbated. Eagle County is committed to transferring animals when there is capacity, and animals will come either spayed or neutered, requiring health checks primarily. Scope of Services: Responsibility of the veterinary include: 1. Provision of copy of current vet license. 2. Provision of copy of $1, 000,000/$ 3, 000,000 liability and malpractice insurance policy, up to $ 500.00 of which will be covered by Eagle County. 3. Provision of weekly on-site visits to perform surgery and assess animal health and shelter condition on Mondays beginning at 9: 00 A.M. These visits include a variety of actions, such as: a. Sterilization procedures ( spay and neuter); b. Anesthetic dental cleaning, simple and surgical extractions; and c. Health exams for all sheltered animals. 4. In addition to the weekly on-site visits, provision of Trap -Neuter -Return (TNR) surgeries, which will be arranged in advance and animals will be presented for surgery in traps and will be returned to traps for recovery and return to location of origin. 5. Be provided with a weekly written report from shelter staff detailing animal health, medications administered, health or behavior concerns. This will prepare the veterinarian for his or her weekly visit. 6. Provision of phone, email and text support for shelter and field services managers. 7. Provision of CO veterinary license: a. for, and provide oversight for supply ordering; and b. for, and provide oversight and professional recommendations for the discount shelter feeding program. 8. Provision of ongoing training and education to shelter and field services staff as requested during weekly on- site visits. 9. Provision of input to shelter and field services policies, procedures and protocols as requested. 10. Attendance to one Animal Services Advisory Committee meeting per year to update Committee members on veterinary services at the shelter. 11. Attendance at conference which provides instruction pertaining specifically to shelter medicine. Contractor shall share said information with shelter staff upon completion of continuing education credits. $ 1000 continuing education allowance will be provided. DocuSign Envelope ID: 70413782-7E4B-43E0-8B6D-D2FA3C9312C0 EXHIBIT B Insurance Certificate DocuSign Envelope ID: 70413782-7E4B-43E0-8B6D-D2FA3C9312C0 Veterinary Professional Liability Insurance Policy Amended Certificate of Insurance This policy provides occurrence coverage. Please review the policy carefully. ITEM 1: Insured by the stock company below and hereinafter called the Company Zurich American Insurance Company U-VPL-103-A-CW (07/04) ITEM 2:Named Certificate Holder, member number, rating code and address Master Policy Number:Certificate Number: EOL 5241302 -14 VETPRO070053 FOR INFORMATION OR TO FILE A CLAIM PLEASE CALL (800) 228-7548 ITEM 3: Policy Period From:01/01/2019 To:01/01/2020 12:01 am Standard time at the address of the Named Certificate Holder as stated herein Elizabeth Keating Foster, DVM PO Box 997, 30 Wolf Creek Drive Gypsum, CO 81637 ITEM 4: Limits of Liability Member Name Member No.Rating Code Each claim $ 1,000,000 Elizabeth Foster 264810 [IV] Small Animal Exclusive Aggregate $ 3,000,000 ITEM 5:Premium and coverage summary ITEM 6: Forms Attached at Issuance: U-VPL-100-A CW (07/04); U-VPL-103-A CW (07/04); U-GU-1191-A CW (03/15); U-VPL-126-A CO (09/04); U-GU-319-F (01/09); U-GU-1194-A CW (08/15) ITEM 7: Schedule of Plan Numbers and location(s) for Professional Extension Endorsement (Animal Bailee) / Embryo and Semen Storage (if purchased): For additional locations, please see the attached page Primary Professional Liability Veterinary License Defense TOTAL DUE: $248.00 $94.00 $342.00 Location Number/Address Extension Plan Embryo Plan ITEM 8:Veterinary Professional Liability Regulatory Action License Defense Coverage endorsement (if purchased): Limit:$ 25,000 Authorized Signature Neil R. Hughes, President HUB International Midwest Limited This Certificate of Insurance is issued off the Master Policy held by the American Veterinary Medical Association (AVMA) Professional Liability Insurance Trust. By acceptance of this policy the Named Certificate Holder agrees that the statements in the certificate and the application and any attachments hereto are the Named Certificate Holder’s agreements and representations and that this policy embodies all agreements existing between the Named Certificate holder & the Company or any of its representatives relating to this insurance. Notice to the Company: Zurich American Insurance Company P.O. Box 968041 Schaumburg, IL 60196-8041 DocuSign Envelope ID: 70413782-7E4B-43E0-8B6D-D2FA3C9312C0 Endorsement # Colorado Amendatory Endorsement U-VPL-126-A CO (09 / 04) Page 1 of 2 Title of form must not be placed above the logo ↑ Top Margin 3/4" Master Policy No.Certificate No.Eff. Date of Cert.Exp. Date of Cert.Eff. Date of End.Add’l Prem.Return Prem. EOL 5241302 -14 VETPRO070053 01/01/2019 01/01/2020 01/01/2019 $0.00 -$29.00 Named Certificate Holder and Mailing Address: Elizabeth Keating Foster, DVM PO Box 997, 30 Wolf Creek Drive Gypsum, CO 81637 Producer: HUB International Midwest Limited 55 East Jackson Boulevard Chicago, IL 60604-4187 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Veterinary Professional Liability Insurance Policy It is agreed that Section IV – CONDITIONS, Paragraph D is deleted in its entirety and replaced with the following: 1.CANCELLATION a.This policy may be canceled by the Named Certificate Holder by surrender of the policy to the Company or by mailing written notice to the Company stating when such cancellation shall take effect. If canceled by the Named Certificate Holder, the Company shall retain the customary short-rate proportion of the premium. In no event may the requested date of cancellation be greater than ten (10) days prior to the date the request is received by the Company. b.This policy may be canceled by the Company by mailing written notice by certified mail or first class mail to the Named Certificate Holder at the address shown in the Certificate of Insurance. Such cancellation shall be no fewer than forty-five (45) days from the date the notice is mailed unless the policy is canceled because the Named Certificate Holder has failed to pay a premium. In that event, such cancellation shall take effect no fewer than ten (10) days from the date the notice is mailed. The Company may cancel this policy for the following reasons: (1)Nonpayment of premium; (2)A false statement knowingly made on the application for insurance; or (3)A substantial change in the exposure or risk from what was indicated on the application and underwritten as of the effective date of the policy unless the Named Certificate Holder has notified the Company of the change and the Company accepts such change. If the policy is canceled by the Company, the earned premium shall be computed pro-rata. Premium adjustment may be made at the time cancellation is effected or as soon as practicable thereafter but not more than forty-five (45) days after the effective date of cancellation by the Company or after the date of entitlement established by notification of cancellation or as otherwise established. Failure to pay any premium adjustment at, on, or around the time of the effective date of cancellation shall not alter the effectiveness of cancellation. 2.NONRENEWAL a.If the Company elects not to renew this policy, the Company will mail by certified mail or first class mail to the Named Certificate Holder at the address shown in the Certificate of Insurance, and mail to the producer of record, if any, written notice of nonrenewal at least forty-five (45) days prior to the expiration of this policy. b.If notice is mailed, proof of mailing will be sufficient proof of notice. c.If either one of the following occurs, the Company is not required to provide written notice of nonrenewal: (1)the Company or another Company within the same insurance group has offered to issue a renewal policy; or the Named Certificate Holder has obtained replacement coverage or agreed in writing to do so. DocuSign Envelope ID: 70413782-7E4B-43E0-8B6D-D2FA3C9312C0 U-VPL-126-A CO (09 / 04) Page 2 of 2 3.CONDITIONAL RENEWAL a.If the Company elects to renew this policy and the renewal is subject to any of the following: (1)Increase in premium; (2)Reduction in Limit of Liability; or (3)Reduction in coverage; the Company shall mail by certified mail or first class mail written notice of the change(s) to the Named Certificate Holder, at the address shown in the Certificate of Insurance and the producer of record, if any, at least forty-five (45) days before the anniversary or expiration date of the policy. b.If renewal is subject to any condition described in a(1) through a(4) above, and the Company fails to provide notice forty-five (45) days before the anniversary or expiration date of this policy, the following procedures apply: (1)the present policy will remain in effect until the earlier of the following: (a)Forty-five (45) days after the date of mailing or delivery of the notice; or (b)The effective date of replacement coverage obtained by the Named Certificate Holder. (2)If the Named Certificate Holder elects not to renew, any earned premium for the period of extension of the terminated policy will be calculated pro rata at the lower of the following rates: (a)The rates applicable to the terminated policy; or (b)The rates presently in effect. c.If the Named Certificate Holder accepts the renewal, the premium increase, if any, and other changes are effective the day following this policy's anniversary or expiration date. All other terms, conditions and exclusions of this policy remain unchanged. 12/19/2018Signed by: Date Authorized Representative DocuSign Envelope ID: 70413782-7E4B-43E0-8B6D-D2FA3C9312C0 Important Notice to Policyholders U-GU-1194-A CW (08/15) Page 1 of 1 The address for the headquarters of Zurich North America will change after August 1, 2016 due to a relocation of our office in the same city. The new address is: Customer Inquiry Center Zurich North America 1299 Zurich Way Schaumburg, IL 60196 1-800-382-2150 For specific questions regarding your policy, please contact your agent or broker. For other questions, you may contact the Customer Inquiry Center of Zurich North America. Any references to post office boxes previously provided remain unchanged. FORMAT IS A SAMPLE OF A BLANK FORM DocuSign Envelope ID: 70413782-7E4B-43E0-8B6D-D2FA3C9312C0