HomeMy WebLinkAboutGE19-005 Mountain Top VenturesAGREEMENT FOR SERVICES BETWEEN GOLDEN EAGLE ELDERLY HOUSING CORPORATION AND MOUNTAIN TOP VENTURES, INC. d/b/a SHC NURSERY & LANDSCAPE CO. THIS AGREEMENT (“Agreement”) is effective as of _________________________, by and between Mountain Top Ventures, Inc. d/b/a SHC Nursery & Landscape Co., a Colorado corporation (hereinafter “Contractor”) and Golden Eagle Elderly Housing Corporation, a Colorado non-profit corporation (hereinafter “Golden Eagle”). RECITALS WHEREAS, Golden Eagle desires to hire Contractor to provide snow removal services on the driveways, sidewalks, parking curb stops and in between vehicles when snow levels are visible (the “Project”) at the Golden Eagle Apartments and the Eagle County Senior Center located at 700 Broadway, Eagle, CO 81631 (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 Golden Eagle in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and Golden Eagle 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 November 15, 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. Golden Eagle’s Representative. The on-site Property Manager, Matthew Andrews, the Housing 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 the 15th day of April, 2020. DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 11/18/2019 2 Golden Eagle General Services Final 5/14 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. 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 Golden Eagle for such additional services in accordance with Golden Eagle’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 Golden Eagle 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 Golden Eagle 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. Golden Eagle 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 $11,898 of which consists of $3,315.00 for plowing and $8,583.00 for shoveling. Of these costs, $3,313 will be paid by Golden Eagle Apartments and billed to Eagle County Facilities Department for reimbursement. 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 Golden Eagle. 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 Golden Eagle may request. b. If, at any time during the term or after termination or expiration of this Agreement, Golden Eagle reasonably determines that any payment made by Golden Eagle 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 Golden Eagle, Contractor shall forthwith return such payment(s) to Golden Eagle. Upon termination or expiration of this Agreement, unexpended funds advanced by Golden Eagle, if any, shall forthwith be returned to Golden Eagle. c. Golden Eagle will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 6. Subcontractors. Contractor acknowledges that Golden Eagle 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 Golden Eagle’s prior written consent, which may be withheld in Golden Eagle’s sole discretion. Golden Eagle 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 Golden Eagle has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by Golden Eagle 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 Golden Eagle. Golden Eagle 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: 15614385-A6F9-47F7-AD57-37317569F432 3 Golden Eagle 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 Golden Eagle, 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 Golden Eagle 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 Golden Eagle 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 Golden Eagle, 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 Golden Eagle, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which Golden Eagle 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 Golden Eagle for reasonable attorney fees and costs, legal and other expenses incurred by Golden Eagle 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 Golden Eagle to the extent that Golden Eagle is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 4 Golden Eagle General Services Final 5/14 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 Golden Eagle and are to be delivered to Golden Eagle 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. GOLDEN EAGLE: Attention: Kim Williams 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8773 Facsimile: 970-328-8787 E-mail: kim.williams@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: Mountain Top Ventures, Inc. d/b/a SHC Nursery &Landscape Co. Attn: Mike Stevens—President 916B Chambers Avenue PO Box 2049 Eagle, CO 81631 Telephone: 970-328-5484, Ext. 2 Facsimile: 970-328-5485 Cellular: 970-904-0198 E-mail: mike.stevens@shclandscape.com 11. Termination. Golden Eagle 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 Golden Eagle with all documents as defined in paragraph 9 hereof, in such format as Golden Eagle shall direct and shall return all Golden Eagle owned materials and documents. Golden Eagle shall pay Contractor for Services satisfactorily performed to the date of termination. DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 5 Golden Eagle 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 Golden Eagle 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 Golden Eagle 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 Golden Eagle. 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 Golden Eagle and Contractor except that of independent contractor. Contractor shall have no authority to bind Golden Eagle. DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 6 Golden Eagle 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 Golden Eagle. 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 Golden Eagle 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 Contracts. a. As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries not legally in the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or subcontractors, Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the contract for services. b. If Contractor obtains actual knowledge that a subcontractor performing work under the contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and Golden Eagle within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to subparagraph (i) of the paragraph 14(b) the subcontractor does not stop employing or DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 7 Golden Eagle General Services Final 5/14 contracting with the undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. c. If Contractor violates these prohibitions, Golden Eagle 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 Golden Eagle. d. Golden Eagle may notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and Golden Eagle terminates the Agreement for such breach. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. GOLDEN EAGLE ELDERLY HOUSING CORPORATION By: _____________________________ Kimberly Bell Williams, Secretary CONTRACTOR: By:________________________________ Print Name:_________________________ Title: ______________________________ DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 Mike Stevens President 8 Golden Eagle General Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 916B Chambers Ave PO Box 2049 Eagle, CO 81631-2049 Office (970) 328-5484 fax (970) 328-5485 pg. 5 Exhibit A – Scope of Work 1. Location(s) specified by Owner for snow clearance: Address(es):Golden Eagle Senior Housing, 700 Broadway, Eagle (a) Check all that apply: Snow Plow X Shovel X Other (describe) (b) A plow service shall begin with snow fall of any precipitation on service areas. (c) Compensation. Owner/Agent shall pay SHC for plowing services $2,664.00. Owner/Agent shall pay SHC for shoveling services $5,921.00. Contracts will be billed in 4 equal installments beginning November 15, 2019 and ending February 15, 2020 2. Any alteration or deviation from the specifications in this Scope of Work will be executed only upon written authorization of the Owner or the Owner’s authorized agent and shall become an extra fee mutually agreed upon between Owner and SHC in advance of such extra work. 3. When SHC is called to clear snow due to: a. Drifting b. County and/or town plows pushing snow into your service area c. Any time other than a snow fall The Owner will be charged a minimal extra charge to clear the service area. Generally this will be on a time and material basis (please see rate sheet). 4. SHC can provide services for marking curbs, sidewalks, lawn, landscaping, sprinkler and trees, shrubs and fences and any other owner designated items in owner designated snow dump areas. Initials of Owner DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 916B Chambers Ave PO Box 2049 Eagle, CO 81631-2049 Office (970) 328-5484 fax (970) 328-5485 pg. 5 1. Location(s) specified by Owner for snow clearance: Address(es):Eagle County - Senior Center, 700 Broadway, Eagle (a) Check all that apply: Snow Plow X Shovel X Other (describe) (b) A plow/shovel service shall begin with snow fall of any frozen precipitation on service areas. (c) Term. The term of this Agreement shall commence on the 15th day of November, 2019 and, unless terminated earlier pursuant to the terms of this Agreement, shall continue until April 15th, 2020. (d) Compensation. Owner/Agent shall pay SHC for plowing services $651.00. Owner/Agent shall pay SHC for shoveling services $2,662.20. Contracts will be billed in 4 equal installments beginning November 15, 2019 and ending February 15, 2020 2. Any alteration or deviation from the specifications in this Scope of Work will be executed only upon written authorization of the Owner or the Owner’s authorized agent and shall become an extra fee mutually agreed upon between Owner and SHC in advance of such extra work. 3. When SHC is called to clear snow due to: a. Drifting b. County and/or town plows pushing snow into your service area c. Any time other than a snow fall The Owner will be charged a minimal extra charge to clear the service area. Generally this will be on a time and material basis (please see rate sheet). 4. SHC can provide services for marking curbs, sidewalks, lawn, landscaping, sprinkler and trees, shrubs and fences and any other owner designated items in owner designated snow dump areas. Initials of Owner DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 916B Chambers Ave PO Box 2049 Eagle, CO 81631-2049 Office (970) 328-5484 fax (970) 328-5485 pg. 6 Addendum – 3 year Rate Compensation – Year 1 - 2019/2020  Owner/Agent shall pay SHC for plowing services $651.00  Owner/Agent shall pay SHC for shoveling services $2,662.20 Compensation – Year 2 – 2020/2021  Owner/Agent shall pay SHC for plowing services $677.30  Owner/Agent shall pay SHC for shoveling services $2,715.44 Compensation – Year 3 – 2021/2022  Owner/Agent shall pay SHC for plowing services $690.85  Owner/Agent shall pay SHC for shoveling services $2,769.75 DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 9 Golden Eagle General Services Final 5/14 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 A Y Y 9191517 03/01/2019 03/01/2020 A Y Y 9191517 03/01/2019 03/01/2020 A N N 9191519 03/01/2019 03/01/2020 A Y 9191520 03/01/2019 03/01/2020 $1,000,000 $100,000 $5,000 $1,000,000 $2,000,000 $2,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 FEDERATED MUTUAL INSURANCE COMPANY HOME OFFICE: P.O. BOX 328 OWATONNA, MN 55060 172-715-5 MOUNTAIN TOP VENTURES, INC. PO BOX 2049 EAGLE, CO 81631-2049 CLIENT CONTACT CENTER 888-333-4949 507-446-4664 CLIENTCONTACTCENTER@FEDINS.COM FEDERATED MUTUAL INSURANCE COMPANY 13935 04/12/2019 172-715-5 GOLDEN EAGLE ELDERLY HOUSING CORPORATION PO BOX 850 EAGLE, CO 81631-0850 11 1 CERTIFICATE OF LIABILITY INSURANCE SEE ATTACHED PAGE AUTOMOBILE LIABILITY WORKERS COMPENSATION AND EMPLOYERS' LIABILITY (Mandatory in NH) Y / N CONTACTNAME: PHONE(A/C, No, Ext): FAX(A/C, No): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: DATE (MM/DD/YYYY) UMBRELLA LIAB EXCESS LIAB CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER: 11 REVISION NUMBER: 1 X X X X THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). X X X AUTHORIZED REPRESENTATIVE INSRLTR TYPE OF INSURANCE ADDL INSR SUBRWVD POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS OTHER: LOCPRO-JECTPOLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under DESCRIPTION OF OPERATIONS below N / A EACH OCCURRENCE DAMAGE TO RENTEDPREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG COMBINED SINGLE LIMIT(Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE(Per accident) EACH OCCURRENCE AGGREGATE PER STATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L DISEASE - POLICY LIMIT PRODUCER INSURED ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY NON-OWNED AUTOS ONLY SCHEDULED AUTOS DED RETENTION OCCUR CLAIMS-MADE DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) 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. vwxyz DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 1 1 172-715-5 FEDERATED MUTUAL INSURANCE COMPANY SEE CERTIFICATE # 11.1 SEE CERTIFICATE # 11.1 MOUNTAIN TOP VENTURES, INC. PO BOX 2049 EAGLE, CO 81631-2049 SEE CERTIFICATE # 11.1 25 CERTIFICATE OF LIABILITY INSURANCE POLICY COVERAGE AS OF 04/11/2019 IF REQUIRED BY WRITTEN AGREEMENT, GOLDEN EAGLE, ITS ASSOCIATED OR AFFILIATED ENTITIES, ITS SUCCESSORS & ASSIGNS, ELECTED OFFICIALS, EMPLOYEES, AGENTS & VOLUNTEERS ARE NAMED ADDITIONAL INSURED AS RESPECTS GENERAL LIABILITY AND AUTOMOBILE LIABILITY. A WAIVER OF SUBROGATION APPLIES IN FAVOR OF THE ADDITIONAL INSURED AS RESPECTS GENERAL LIABILITY, AUTOMOBILE LIABILITY AND WORKERS COMPENSATION POLICIES. ADDITIONAL REMARKS SCHEDULE ADDITIONAL REMARKS ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD Page of © 2008 ACORD CORPORATION. All rights reserved. AGENCY CUSTOMER ID: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: LOC #: NAIC CODE AGENCY POLICY NUMBER CARRIER NAMED INSURED EFFECTIVE DATE: DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CA-F-127 (03-03) Policy Number: Transaction Effective Date:9191517 03-01-2019 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. A.WHO IS AN INSURED for "bodily injury" and "property damage" liability is amended to include: Any person or organization other than a joint venture,for which you have agreed by written contract to procure bodily injury or property damage "auto"liability insurance arising out of operation of a covered "auto" with your permission.However, this additional insurance does not apply to: (1)The owner or anyone else from whom you hire or borrow a covered "auto".This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own. (2)Your "employee"if the covered "auto"is owned by that "employee"or a member of his or her household. (3)Someone using a covered "auto"while he or she is working in a business of selling,servicing, repairing, parking or storing "autos" unless that business is yours. (4)Anyone other than your "employees",partners (if you are a partnership),members (if you are a limited liability company),or a lessee or borrower or any of their "employees",while moving property to or from a covered "auto". (5)A partner (if you are a partnership),or a member (if you are a limited liability company)for a covered "auto" owned by him or her or a member of his or her household. B.The coverage extended to any additional insured by this endorsement is limited to,and subject to all terms, conditions, and exclusions of the Coverage Part to which this endorsement is attached. In addition,coverage shall not exceed the terms and conditions that are required by the terms of the written agreement to add any insured, or to procure insurance. C.The limits of insurance applicable to such insurance shall be the lesser of the limits required by the agreement between the parties, or the limits provided by this policy. D.Additional exclusions.The insurance afforded to any person or organization as an insured under this endorsement does not apply: 1.To "loss" which occurs prior to the date of your contract with such person or organization; 2.To "loss"arising out of the sole negligence of any person or organization that would not be an insured except for this endorsement. 3.To "loss"for any leased or rented "auto"when the lessor or his or her agent takes possession of the leased or rented "auto" or the policy period ends, whichever occurs first. ADDITIONAL INSURED BY CONTRACT ENDORSEMENT DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CA-F-128 (03-03) Policy Number: Transaction Effective Date:9191517 03-01-2019 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. In the event of any payment for a loss under this Business Auto Coverage Part arising out of your ongoing operations,we agree to waive our rights under the TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US condition against any person or organization,its subsidiaries,directors,agents or employees,for which you have agreed by written contract,prior to the occurrence of any loss,to waive such rights,except when the payment results from the sole negligence of that person or organization,its subsidiaries,directors,agents or employees. BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 Page 1 of 2 CG 20 33 04 13 COMMERCIAL GENERAL LIABILITY CG 20 33 04 13 A.Section II -Who Is An Insured 1. 2. 1. 2. B. 1. a. b. © Insurance Services Office, Inc., 2012 Policy Number: Transaction Effective Date: 9191517 03-01-2019 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury","property damage"or "personal and advertising injury" caused, in whole or in part, by: Your acts or omissions; or The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. However,the insurance afforded to such additional insured: Only applies to the extent permitted by law; and Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: "Bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of,or the failure to render, any professional architectural,engineering or surveying services, including: The preparing,approving,or failing to prepare or approve, maps, shop drawings, opinions,reports,surveys,field orders, change orders or drawings and specifications; or Supervisory,inspection,architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage",or the offense which caused the "personal and advertising injury",involved the rendering of or the failure to render any professional architectural, engineering or surveying services. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 Page 2 of 2 CG 20 33 04 13 2. a. b. C. Section III - Limits Of Insurance: 1. 2. © Insurance Services Office, Inc., 2012 Policy Number: Transaction Effective Date: 9191517 03-01-2019 "Bodily injury"or "property damage" occurring after: 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 additional insured(s)at the location of the covered operations has been completed; or That portion of "your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to the insurance afforded to these additional insureds,the following is added to The most we will pay on behalf of the additional insured is the amount of insurance: Required by the contract or agreement you have entered into with the additional insured; or Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 FEDERATED INSURANCE COMPANIES THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 8.Transfer Of Rights Of Recovery Against Others To Us Section IV - Conditions: Includes copyrighted material of Insurance Services Office, Inc. with its permission. CG-F-81 (04-13)Policy Number: Transaction Effective Date: 9191517 03-01-2019 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to Paragraph of We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work"done under a contract with that person or organization and included in the "products-completed operations hazard",except when the payments result from the sole negligence of that person or organization.We waive this right only when you are required to do so by written contract or agreement with that person or organization,executed by you prior to the occurrence of any loss. BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432 WC 00 03 13 (04-84) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Copyright 1983 National Council on Compensation Insurance. Issue Date: 04-11-2019 This endorsement, effective on at 12:01 A.M. standard time, forms a part of 03-01-2019 Policy No.9191520 Issued to MOUNTAIN TOP VENTURES, INC. Issued by FEDERATED MUTUAL INSURANCE COMPANY Endorsement No. 3 Authorized Representative 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 - WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT DocuSign Envelope ID: 15614385-A6F9-47F7-AD57-37317569F432