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HomeMy WebLinkAboutC21-136 Schmueser Gordon Meyer Inc dba SGMAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND SCHMUESER GORDON MEYER, INC. dba SGM THIS AGREEMENT (“Agreement”) is effective as of _____________________, by and between SGM, Incorporated, a Corporation (hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, Eagle County through its Project Management Department desires assistance with the preparation of an engineered design, permitting and certain construction services related to the Eagle Valley Trail (the “Project”) to be located in the Dotsero area (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 June 30, 2022 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. DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 4/27/2021 C21-136 2 Eagle County Prof Services Final 5/14 2. County’s Representative. The Eagle County Project Management Department’s designee, Kevin Sharkey, shall be Consultant’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 12 hereof, shall continue in full force and effect through the 30th day of June, 2022. 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 $ 205,837.00. 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. DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 3 Eagle County Prof Services Final 5/14 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). 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 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 $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 DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 4 Eagle County Prof Services Final 5/14 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 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. 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. 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. DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 5 Eagle County Prof Services Final 5/14 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, or 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. 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). Consultant shall supply any plans in an electronic format to County. 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 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. DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 6 Eagle County Prof Services Final 5/14 COUNTY: Eagle County, Colorado Attention: Kevin Sharkey 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3523 E-Mail: kevin.sharkey@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: Schmueser Gordon Meyer, Inc. dba SGM Attention: Dan Cokley, Principal and Project Manager 118 West Sixth Street, Suite 200 Glenwood Springs, CO 81601 Telephone: 970-945-1004 Email: DanC@sgm-inc.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 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. 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. Upon termination of this Agreement, 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. DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 7 Eagle County Prof Services Final 5/14 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. 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. DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 8 Eagle County Prof Services Final 5/14 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: DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 9 Eagle County Prof Services Final 5/14 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 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. ////REMAINDER OF PAGE INTENTIONALLY BLANK//// DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 10 Eagle County Prof Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. EAGLE COUNTY, COLORADO By and through its BOARD OF COUNTY COMMISSIONERS By: _______________________________________ Matt Scherr, Chair Attest: By:_________________________ Regina O’Brien, Clerk to the Board CONSULTANT: By:________________________________ Print Name: Dan Cokley Title: Principal and Project Manager DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 11 Eagle County Prof Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 April 12, 2021 Kevin Sharkey ECO Trails kevin.sharkey@eaglecounty.us RE: Scope and Cost Proposal for ECO Trail Dotsero segment Kevin This proposal will outline the scope and cost to complete the 1.6-mile long Dotsero trail segment, located in the CDOT SH 6 Right-of-Way (ROW). SGM completed a 30% Plan set dated March 2016. The plan set included a bridge spanning the Union Pacific Railroad (UPRR) tracks near the west end of the segment, that bridge is not included in this scope of work in anticipation of CDOT expanding the existing I-70 bridge to include a platform for the future trail. See map below. The previous project development included field survey and mapping, geotechnical investigation, 30% plan development, coordination and concept submittal to UPRR for the bridge crossing for the purposes of developing Very little coordination was done with CDOT, the 30% plans were not submitted for their review. The environmental scope at that time was focused on the Eagle to Horn Ranch segment, therefore I believe full environmental investigation is needed for this segment. In order to secure approval to construct the trail within the SH 6 ROW, including crossing at the I-70 underpass at the east Dotsero interchange, a CDOT Special Use Permit will be required. The CDOT SUP process will require completion of the CDOT Form 128 Categorical Exclusion to obtain clearance for the corridor. In our experience, for a trail, that specifically includes the following aspects. · Online permit completion and request to obtain Permit number for internal CDOT tracking · Schedule CDOT Design Scoping Review (DSR) meeting with Region 3 Trail Liaison · Coordination to determine scope of DSR submittal for CDOT initial review · DSR meeting to fully understand CDOT department requirements for this specific project o Right-of-Way – Airspace Lease Agreement, similar to Eagle to Horn Ranch o Staff Bridge – Structure selection report for retaining walls, design calculation and wall design www .s gm-in c .co m GLENWOOD SPRINGS 118 West Sixth St, Suite 200 | Glenwood Springs, CO 81601 | 970.945.1004 Exhibit A DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 o Staff Geotech – Review of Geotechnical Investigation potentially a Global Stability Analysis (not included in this scope) o Utilities – Review of utility impacts and S.U.E. compliance o Environmental  The Form 128 will need FHWA signature.  6 (f) review (by CDOT / FHWA)  Wetland Inventory  Cultural Inventory  Biological Inventory  Visual Impact  Tree/shrub removal may need to be mitigated (SB40) o Traffic – Safety and Traffic Control during construction o Hydraulics – Maintain highway drainage systems o Maintenance – Maintenance agreement, design to facilitate CDOT maintenance as-is o Materials – Surfacing requirements o Funding review with previous trail segments to ensure 6 (f) compliance · CDOT 90% review meeting · CDOT 100% PSE Ad review, clearance and permitting completion. Based on recent CDOT SUP process and review, we anticipate the following issues that may need to be addressed during the final design process. · Where trail is back of existing guardrail, a provision for 3 ft of separation from back of guardrail post to edge of asphalt trail. Provide setback to account for deflection distance at the time of a vehicle collision. Will add cost in terms of embankment and potentially retaining wall in some areas. It appears we have designed at 2-2.5 ft. · Separation of trail where adjacent to highway will be reviewed. It appears the trail will meet the recent standard of 5 ft separation from edge of travel lane. The proposal and cost estimate are planned to include a Preliminary Design phase that will include a review of 30% plans and coordination with CDOT will define the scope for “completion” of a 30% plan set for submittal to CDOT prior to the DSR meeting. Following the DSR meeting, it is anticipated we will perform Subsurface Utility Engineering (SUE) and Environmental tasks, since those were not completed during the previous 30% design. A Structure Selection Report and design calculation for retaining walls submittal to CDOT Staff Bridge review is also anticipated. The utility locates were completed over 5 years ago and along with the SUE compliance necessary for all projects, but with more specific requirements within CDOT ROW, add significant costs to the project. Those cost are better described in an attached email from our SUE coordinator. The Environmental scope is also described in an attached email. Following completion or at least clarity of impacts that may evolve from those tasks, we will begin final design of the trail corridor. Continued coordination with CDOT on completion of the Form 128 signoff by CDOT units will be critical to the schedule. An interim plan submittal (90%) may be required to facilitate sign-off prior to 100% completion. We are anticipating that there will be an additional review meeting at either 90% or 100% with CDOT. We have also included Bid Phase services in the proposal. Construction services are not included but can be provided upon request. We have the ability to provide services ranging from Record Engineer oversight, to construction administration (RFI’s, Pay App review…) to full-service construction management with on-site field engineers on a daily basis. We understand ECO Trails would like to put the project out to Ad in the 2022 February / March timeframe. In order to meet that schedule, we propose the following milestone dates. DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 · April 27th – Notice to Proceed · April 29th – Kick‐off meeting · May 12th – CDOT DSR Meeting · July 9th – Complete SUE, Environmental tasks · Sept 3rd – 90% plan submittal to County for review (Inc. any outstanding SUP / Form 128 items) · Sept 17th – 90% plan submittal to CDOT · Nov 10th – CDOT 90% review meeting · Dec 8th – 100% PSE submittal to County and CDOT for review · Jan 26th – 100% PSE comments addressed, ready for Ad · Mar 2nd – County / CDOT concurrence for Ad Regarding the cost proposal, in order to understand the previous work and cost as compared to this scope of work and cost, see the following summary based on our billing records. Understanding that according to those records the Geotech and Environmental work posted to the project are not included below. I do not think any environmental work occurred on the Dotsero segment. Please confirm. 30% Design effort (2015-16) - $ 32,974 (SGM labor) Final Design effort (2021-22) - $134,237 (SGM labor) SUE task (SGM + Subs) - $ 50,416 (includes additional potholing estimate) Environmental task (SGM) - $ 14,784 Airspace Easement (SGM) - $ 6,400 Total Project Cost - $238,811 30% to 100% CD Total Cost - $205,837 See task and manhour estimate attached. Based upon an estimated $1.5M project, not including the bridge, the “Design effort” is approximately 9% of the construction budget, in the typical range for a CDOT process project. The Total project is approximately 16% of construction. Both SUE and Environmental cost estimates are all inclusive, direction at the DSR meeting may reduce those requirements and costs. We can do our best to steer CDOT that direction for the environmental work, sometimes they may be willing to do some of the work internally if it fits the local agency schedule. For the SUE work, we are being conservative at this time. We appreciate the opportunity to provide this proposal and continue working with you to complete the design of this trail segment. I expect you will have questions and concerns, please do not hesitate give me a call to discuss. Sincerely SGM Inc. Dan Cokley, PE Principal DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 12 Eagle County Prof Services Final 5/14 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 4/7/2021 120580 25674 Schmueser Gordon Meyer, Inc. dba SGM Inc. 118 West 6th Street, Suite 200 Glenwood Springs, CO 81601 41190 A 2,000,000 X X 6809H736866 5/1/2020 5/1/2021 1,000,000 $14M Per Proj Agg Ca 10,000 2,000,000 4,000,000 4,000,000 1,000,000A X X BA7524X873 5/1/2020 5/1/2021 5,000,000A CUP7525X138 5/1/2020 5/1/2021 5,000,000 10,000 B 4182378 5/1/2020 5/1/2021 1,000,000 N 1,000,000 1,000,000 A Prof Liability 107197700 12/31/2020 Per Claim/Aggregate 2,000,000 C Drone Liability SIHL1F765 5/24/2020 5/1/2021 Per Occurrence 1,000,000 Project: Dotsero Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers are named as additional insureds with respect to general liability for ongoing operations as required by written contract, and auto liability as required by written contract. General Liability coverage is primary & non-contributory as required by written contract. Waiver of Subrogation applies on General & Auto Liability as required by written contract. 30 Days' Notice of Cancellation for other than non-payment of premium applies to General Liability as required by written contract. Eagle County ECO Trails Department PO Box 1070 Gypsum, CO 81637 SGMINC0-01 SARAHT Mountain West Insurance - Glenwood 201 Centennial St 4th Floor Glenwood Springs, CO 81601 Katrina Epp, CLCS, CISR, CIC trinae@mtnwst.com Travelers Property Casualty Company of America Pinnacol Assurance USAIG XX 12/31/2021 X X X X X X X X DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 Do not add this form to a policy. It is for informational purposes only.COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ARCHITECTS, ENGINEERS AND SURVEYORS COVERAGE XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.Broadened Named Insured K.Additional Insured – Lessor Of Leased Equipment B.Incidental Medical Malpractice L.Additional Insured – State Or Political Subdivisions – Permits Relating To PremisesC.Reasonable Force – Bodily Injury Or Property Damage M.Additional Insured – State Or Political Subdivisions – Permits Relating To OperationsD.Non-Owned Watercraft – Increased To Up To 75 feet N.Who Is An Insured – Newly Acquired Or Formed OrganizationsE.Aircraft Chartered With Crew O.Knowledge And Notice Of Occurrence Or OffenseF.Damage To Premises Rented To You G.Malicious Prosecution – Exception To Knowing P.Unintentional Omission Violation Of Rights Of Another Exclusion Q.Waiver Of Transfer Of Rights Of Recovery H.Medical Payments – Increased Limit Against Others To Us When Required By Written ContractI.Increased Supplementary Payments R.Amended Insured Contract Definition – RailroadJ.Additional Insured – Owner, Manager Or Lessor EasementOf Premises PROVISIONS Unless you are in the business or occupation of providing professional health care services,A. BROADENED NAMED INSURED "occurrence" also means an act or omission 1.The following is added to SECTION II – WHO committed in providing or failing to provide IS AN INSURED:first aid or "Good Samaritan services" to a Any organization, other than a partnership or person. joint venture, over which you maintain 2.The following is added to the DEFINITIONSownership or majority interest on the effective Section:date of the policy qualifies as a Named "Good Samaritan services" means anyInsured. However, coverage for any such emergency medical services for which noadditional organization will cease as of the compensation is demanded or received.date during the policy period that you no longer maintain ownership of, or majority 3.The following is added to Paragraph 2.a.(1) ofinterest in, such organization.SECTION II – WHO IS AN INSURED: B. INCIDENTAL MEDICAL MALPRACTICE Unless you are in the business or occupation 1.The following is added to the definition of of providing professional health care services, "occurrence" in the DEFINITIONS Section:Paragraphs (1)(a),(b),(c)and (d)above CG D3 79 01 16 ú 2016 The Travelers Indemnity Company. All rights reserved.Page 1 of 6 DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 Do not add this form to a policy. It is for informational purposes only.COMMERCIAL GENERAL LIABILITY does not apply to any "bodily injury" arising insured. This exclusion does not apply to out of any providing or failing to provide first "bodily injury" or "property damage" resulting aid or "Good Samaritan services" by any of from the use of reasonable force to protect your "employees", other than an employed any person or property. doctor. Any such "employees" providing or D. NON-OWNED WATERCRAFT – INCREASED failing to provide first aid or "Good Samaritan TO UP TO 75 FEET services" during their work hours for you will 1. The following replaces Paragraph (2) ofbe deemed to be acting within the scope of Exclusion g., Aircraft, Auto Or Watercraft,their employment by you or performing duties in Paragraph 2. of SECTION I –related to the conduct of your business.COVERAGES – COVERAGE A BODILY4. The following exclusion is added to INJURY AND PROPERTY DAMAGEParagraph 2., Exclusions, of SECTION I –LIABILITY:COVERAGES – COVERAGE A BODILY (2) A watercraft you do not own that is:INJURY AND PROPERTY DAMAGE LIABILITY in COVERAGES: (a) Less than 75 feet long; and Sale of Pharmaceuticals (b) Not being used to carry any person or property for a charge;"Bodily injury" or "property damage" arising out of the willful violation of a penal statute or 2. The following is added to Paragraph 2. of ordinance relating to the sale of SECTION II – WHO IS AN INSURED: pharmaceuticals committed by, or with the Any person or organization that, with your knowledge or consent of, the insured.express or implied consent, either uses or is 5. The following is added to Paragraph 5. of responsible for the use of a watercraft that SECTION III – LIMITS OF INSURANCE: you do not own that is: For the purposes of determining the (a) Less than 75 feet long; and applicable Each Occurrence Limit, all related (b) Not being used to carry any person oracts or omissions committed in the providing property for a charge;or failing to provide first aid or "Good 3. The following is added to Paragraph 4.b.,Samaritan services" to any one person will be Excess Insurance, of SECTION IV –considered one "occurrence".COMMERCIAL GENERAL LIABILITY6. The following is added to Paragraph 4.b.,CONDITIONS:Excess Insurance, of SECTION IV – This insurance is excess over any valid andCOMMERCIAL GENERAL LIABILITY collectible other insurance, whether primary,CONDITIONS: excess, contingent or on any other basis, thatThis insurance is excess over any valid and is available to the insured for "bodily injury"collectible other insurance, whether primary,that arises out of the use of a watercraft thatexcess, contingent or on any other basis, that you do not own that is:is available to any of your "employees" for "bodily injury" that arises out of providing or (a) Less than 75 feet long; and failing to provide first aid or "Good Samaritan (b) Not being used to carry any person orservices" to any person to the extent not property for a charge.subject to Paragraph 2.a.(1) of Section II – E. AIRCRAFT CHARTERED WITH CREWWho Is An Insured. 1. The following is added to Exclusion g.,C. REASONABLE FORCE – BODILY INJURY OR Aircraft, Auto Or Watercraft, in ParagraphPROPERTY DAMAGE 2. of SECTION I – COVERAGES –The following replaces Exclusion a., Expected Or COVERAGE A BODILY INJURY ANDIntended Injury, in Paragraph 2. of SECTION I –PROPERTY DAMAGE LIABILITY inCOVERAGES – COVERAGE A BODILY COVERAGES:INJURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircrafta. Expected Or Intended Injury Or Damage that is: "Bodily injury" or "property damage" expected (a) Chartered with crew to any insured;or intended from the standpoint of the Page 2 of 6 ú 2016 The Travelers Indemnity Company. All rights reserved. CG D3 79 01 16 DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 Do not add this form to a policy. It is for informational purposes only.COMMERCIAL GENERAL LIABILITY (b)Not owned by any insured; and 2.The following replaces Paragraph 6.of SECTION III – LIMITS OF INSURANCE:(c)Not being used to carry any person or property for a charge.Subject to 5.above, the Damage To Premises Rented To You Limit is the most we2.The following is added to Paragraph 4.b.,will pay under Coverage A for damagesExcess Insurance, of SECTION IV –because of "property damage" to any oneCOMMERCIAL GENERAL LIABILITY premises while rented to you, or temporarilyCONDITIONS:occupied by you with permission of the This insurance is excess over any valid and owner, caused by fire; explosion; lightning; collectible other insurance, whether primary,smoke resulting from such fire, explosion, or excess, contingent or on any other basis, that lightning; or water. The Damage To Premises is available to the insured for use of an Rented To You Limit will apply to all damage aircraft that is:proximately caused by the same (a)Chartered with crew to any insured;"occurrence", whether such damage results from: fire; explosion; lightning; smoke(b)Not owned by any insured; and resulting from such fire, explosion, or(c)Not being used to carry any person or lightning; or water; or any combination of anyproperty for a charge.of these. F. DAMAGE TO PREMISES RENTED TO YOU The Damage To Premises Rented To You 1.The following replaces the last paragraph of Limit will be the higher of: Paragraph 2.,Exclusions, of SECTION I –a.$1,000,000; orCOVERAGES – COVERAGE A BODILY b.The amount shown on the Declarations ofINJURY AND PROPERTY DAMAGE this Coverage Part for Damage ToLIABILITYinCOVERAGES: Premises Rented To You Limit.Exclusions c.through n.do not apply to damage to premises while rented to you, or 3.The following replaces Paragraph a.of the temporarily occupied by you with permission definition of "insured contract" in the of the owner, caused by:DEFINITIONS Section: a.Fire;a.A contract for a lease of premises. However, that portion of the contract for ab.Explosion; lease of premises that indemnifies anyc.Lightning;person or organization for damage to d.Smoke resulting from such fire, explosion,premises while rented to you, or or lightning; or temporarily occupied by you with permission of the owner, caused by:e.Water. (1)Fire;A separate limit of insurance applies to such damage to premises as described in (2)Explosion;Paragraph 6.of Section III – Limits Of (3)Lightning;Insurance. This insurance does not apply to damage to premises while rented to you, or (4)Smoke resulting from such fire, temporarily occupied by you with permission explosion, or lightning; or of the owner, caused by:(5)Water, a.Rupture, bursting, or operation of is not an "insured contract";pressure relief devices; 4.The following replaces Paragraph 4.b.(1)(b)b.Rupture or bursting due to expansion or of SECTION IV – COMMERCIAL GENERALswelling of the contents of any building or LIABILITY CONDITIONS:structure, caused by or resulting from water; or (b)That is insurance for premises rented to you, or temporarily occupied by you withc.Explosion of steam boilers, steam pipes, the permission of the owner;steam engines, or steam turbines. CG D3 79 01 16 ú 2016 The Travelers Indemnity Company. All rights reserved.Page 3 of 6 DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 Do not add this form to a policy. It is for informational purposes only.COMMERCIAL GENERAL LIABILITY G. MALICIOUS PROSECUTION – EXCEPTION TO insured, but only with respect to liability for "bodily KNOWING VIOLATION OF RIGHTS OF injury", "property damage", "personal injury" or ANOTHER EXCLUSION "advertising injury" that: The following is added to Exclusion a., Knowing a.Is "bodily injury" or "property damage" caused Violation Of Rights Of Another, in Paragraph 2.by an "occurrence" that takes place, or of SECTION I – COVERAGES – COVERAGE B "personal injury" caused by an offense that is PERSONAL AND ADVERTISING INJURY committed, after you have signed that LIABILITY:contract; and This exclusion does not apply to "personal injury"b.Arises out of the ownership, maintenance or caused by malicious prosecution.use of that part of any premises leased to you under that written contract.H. MEDICAL PAYMENTS – INCREASED LIMIT The insurance provided to such premises owner,The following replaces Paragraph 7. of SECTION manager or lessor is subject to the followingIII – LIMITS OF INSURANCE: provisions:7.Subject to 5.above, the Medical Expense a.The limits of insurance provided to suchLimit is the most we will pay under Coverage premises owner, manager or lessor will beC. for all medical expenses because of the limits which you agreed to provide in the"bodily injury" sustained by any one person, written contract, or the limits shown on theand will be the higher of: Declarations of this Coverage Part, whichever(a)$10,000; or are less. (b)The amount shown on the Declarations of b.The insurance provided to such premisesthis Coverage Part for Medical Expense owner, manager or lessor does not apply to:Limit. (1)"Bodily injury" or "property damage"I. INCREASED SUPPLEMENTARY PAYMENTS caused by an "occurrence" that takes 1.The following replaces Paragraph 1.b.of place, or "personal injury" caused by an SUPPLEMENTARY PAYMENTS –offense that is committed, after you cease COVERAGES A AND B of SECTION I –to be a tenant in that premises; or COVERAGES:(2)Structural alterations, new construction or b.Up to $2,500 for cost of bail bonds demolition operations performed by or on required because of accidents or traffic behalf of such premises owner, manager law violations arising out of the use of any or lessor.vehicle to which the Bodily Injury Liability c.The insurance provided to such premisesCoverage applies. We do not have to owner, manager or lessor is excess over anyfurnish these bonds. valid and collectible other insurance available2.The following replaces Paragraph 1.d.of to such premises owner, manager or lessor,SUPPLEMENTARY PAYMENTS –unless you have agreed in a written contractCOVERAGES A AND B of SECTION I –for this insurance to apply on a primary orCOVERAGES:contributory basis.d.All reasonable expenses incurred by the K. ADDITIONAL INSURED – LESSOR OF LEASEDinsured at our request to assist us in the EQUIPMENTinvestigation or defense of the claim or "suit", including actual loss of earnings up The following is added to SECTION II – WHO IS to $500 a day because of time off from AN INSURED: work.Any person or organization that is an equipment J. ADDITIONAL INSURED – OWNER, MANAGER lessor and that you have agreed in a written OR LESSOR OF PREMISES contract to name as an additional insured on this Coverage Part is an insured, but only with respectThe following is added to SECTION II – WHO IS to liability for "bodily injury", "property damage",AN INSURED: "personal injury" or "advertising injury" that:Any person or organization that is a premises a.Is "bodily injury" or "property damage" causedowner, manager or lessor and that you have by an "occurrence" that takes place, oragreed in a written contract to name as an "personal injury" caused by an offense that isadditional insured on this Coverage Part is an Page 4 of 6 ú 2016 The Travelers Indemnity Company. All rights reserved.CG D3 79 01 16 DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 Do not add this form to a policy. It is for informational purposes only.COMMERCIAL GENERAL LIABILITY committed, after you have signed that written M. ADDITIONAL INSURED – STATE OR contract; and POLITICAL SUBDIVISIONS – PERMITS RELATING TO OPERATIONSb.Is caused, in whole or in part, by acts or The following is added to Paragraph 2.ofomissions of you or any person or SECTION II – WHO IS AN INSURED:organization performing operations on your behalf, in the maintenance, operation or use Any state or political subdivision that has issued a of equipment leased to you by such permit with respect to operations performed by equipment lessor.you or on your behalf is an insured, but only with respect to "bodily injury", "property damage",The insurance provided to such equipment lessor "personal injury" or "advertising injury" arising outis subject to the following provisions:of operations performed by you or on your behalf a.The limits of insurance provided to such for which that state or political subdivision has equipment lessor will be the limits which you issued such permit. However, no such state or agreed to provide in the written contract, or political subdivision is an insured for: the limits shown on the Declarations of this (1)"Bodily injury", "property damage", "personalCoverage Part, whichever are less; and injury" or "advertising injury" arising out of operations performed for that state or politicalb.The insurance provided to such equipment subdivision; orlessor does not apply: (2)"Bodily injury" or "property damage" included(1)To any "bodily injury" or "property within the "products – completed operationsdamage" caused by an "occurrence" that hazard".takes place, or "personal injury" caused N. WHO IS AN INSURED – NEWLY ACQUIREDby an offense that is committed, after the OR FORMED ORGANIZATIONSequipment lease expires; or The following replaces Paragraph 4.a.of(2)If the equipment is leased with an SECTION II – WHO IS AN INSURED:operator. a.Coverage under this provision is affordedc.The insurance provided to such equipment only:lessor is excess over any valid and collectible (1)Until the 180th day after you acquire orother insurance available to such equipment form the organization or the end of thelessor, unless you have agreed in a written policy period, whichever is earlier, if youcontract for this insurance to apply on a do not report such organization in writingprimary or contributory basis. to us within 180 days after you acquire or L. ADDITIONAL INSURED – STATE OR form it; or POLITICAL SUBDIVISIONS – PERMITS (2)Until the end of the policy period, whenRELATING TO PREMISES that date is later than 180 days after you The following is added to Paragraph 2.of acquire or form such organizations, if you SECTION II – WHO IS AN INSURED:report such organization in writing to us within 180 days after you acquire or formAny state or political subdivision that has issued a it.permit in connection with premises owned or O. KNOWLEDGE AND NOTICE OFoccupied by, or rented or loaned to, you, is an OCCURRENCE OR OFFENSEinsured, but only with respect to "bodily injury", "property damage", "personal injury" or The following is added to Paragraph 2., Duties In "advertising injury" arising out of the existence,The Event of Occurrence, Offense, Claim Or ownership, use, maintenance, repair,Suit, of SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS:construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal e.The following provisions apply to Paragraph holes, driveways, manholes, marquees, hoist a.above, but only for the purposes of the away openings, sidewalk vaults, elevators, street insurance provided under this Coverage Part banners or decorations for which that state or to you or any insured listed in Paragraph 1. or political subdivision has issued such permit.2. of Section II – Who Is An Insured: CG D3 79 01 16 ú 2016 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 Do not add this form to a policy. It is for informational purposes only.COMMERCIAL GENERAL LIABILITY health insurer. This applies only if you(1)Notice to us of such "occurrence" or of an subsequently give notice to us of theoffense must be given as soon as "occurrence" or offense as soon aspracticable only after the "occurrence" or practicable after any of the personsoffense is known to you (if you are an described in Paragraphs e. (1)or (2)individual), any of your partners or above discovers that the "occurrence" ormembers who is an individual (if you are offense may result in sums to which thea partnership or joint venture), any of your insurance provided under the Coveragemanagers who is an individual (if you are Part may apply.a limited liability company), any of your P. UNINTENTIONAL OMISSIONtrustees who is an individual (if you are a trust), any of your "executive officers" or The following is added to Paragraph 6., directors (if you are an organization other Representations, of SECTION IV – than a partnership, joint venture, limited COMMERCIAL GENERAL LIABILITY liability company or trust), or any CONDITIONS: "employee" (such as an insurance, loss The unintentional omission of, or unintentionalcontrol or risk manager or administrator)error in, any information provided by you whichauthorized by you to give notice of an we relied upon in issuing this policy will not "occurrence" or offense.prejudice your rights under this insurance. However, this provision does not affect our rightKnowledge by any other "employee" of an to collect additional premium or to exercise our"occurrence" or offense does not imply rights of cancellation or nonrenewal inthat you also have such knowledge. accordance with applicable insurance laws or(2)If you are a partnership, joint venture,regulations.limited liability company or trust, and Q. WAIVER OF TRANSFER OF RIGHTS OFnone of your partners, joint venture RECOVERY AGAINST OTHERS TO US WHENmembers, managers or trustees are REQUIRED BY WRITTEN CONTRACTindividuals, notice to us of such "occurrence" or offense must be given as The following is added to Paragraph 8., Transfer soon as practicable only after the of Rights of Recovery Against Others to Us, of "occurrence" or offense is known by:SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS:(a)Any individual who is: We waive any right of recovery we may have(i)A partner or member of any against any person or organization because ofpartnership or joint venture; payments we make for injury or damage arising(ii)A manager of any limited liability out of premises owned or occupied by or rentedcompany; or loaned to you; ongoing operations performed(iii) A trustee of any trust; or by you or on your behalf, done under a written (iv) An executive officer or director of contract with that person or organization; "your any other organization;work"; or "your products". We waive this right where you have agreed to do so as part of athat is your partner, joint venture written contract signed by you prior to loss.member, manager or trustee; or R. AMENDED INSURED CONTRACT DEFINITION(b)Any "employee" authorized by such partnership, joint venture, limited – RAILROAD EASEMENT liability company, trust or other 1.The following replaces Paragraph c.of theorganization to give notice of an definition of "insured contract" in the"occurrence" or offense.DEFINITIONS Section: (3)Notice to us of such "occurrence" or c.Any easement or license agreement;offense will be deemed to be given as 2.Paragraph f.(1)of the definition of "insuredsoon as practicable if it is given in good contract" in the DEFINITIONS Section isfaith as soon as practicable to your workers' compensation, accident, or deleted. Page 6 of 6 ú 2016 The Travelers Indemnity Company. All rights reserved.CG D3 79 01 16 DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 Do not add this form to a policy. It is for informational purposes only.COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMIT A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED I. PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSSF. HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE – GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: C. EMPLOYEE HIRED AUTOAny organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. 1.The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness.B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: 2.The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV – BUSI- NESS AUTO CONDITIONS: b.For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which (1)Any covered "auto" you lease, hire, rent or borrow; and (2)Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA T3 53 02 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 Do not add this form to a policy. It is for informational purposes only.COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. (a)With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada:However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto".(i)You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. D. EMPLOYEES AS INSURED The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: (ii)Neither you nor any other involved "insured" will make any settlement without our consent. Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. (iii)We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". E. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS 1.The following replaces Paragraph A.2.a.(2), of SECTION II – COVERED AUTOS LIABIL- ITY COVERAGE:(iv)We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE. (2)Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2.The following replaces Paragraph A.2.a.(4), of SECTION II – COVERED AUTOS LIABIL- ITY COVERAGE: (v)We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7.,Policy Period, Coverage Territory, of SECTION IV – BUSINESS AUTO CONDI- TIONS: (5)Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (b)This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c)This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. Page 2 of 4 ú 2015 The Travelers Indemnity Company. All rights reserved.CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 Do not add this form to a policy. It is for informational purposes only.COMMERCIAL AUTO (2)In or on your covered "auto".You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3.,Exclu- sions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: (d)It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. a.If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b.The airbags are not covered under any war- ranty; andG. WAIVER OF DEDUCTIBLE – GLASS c.The airbags were not intentionally inflated.The following is added to Paragraph D.,Deducti- ble, of SECTION III – PHYSICAL DAMAGE COVERAGE: We will pay up to a maximum of $1,000 for any one "loss". No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV – BUSINESS AUTO CONDITIONS:H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMIT Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: The following replaces the last sentence of Para- graph A.4.b.,Loss Of Use Expenses, of SEC- TION III – PHYSICAL DAMAGE COVERAGE: (a)You (if you are an individual);However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". (b)A partner (if you are a partnership); (c)A member (if you are a limited liability com- pany);I. PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT (d)An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or The following replaces the first sentence in Para- graph A.4.a.,Transportation Expenses, of SECTION III – PHYSICAL DAMAGE COVER- AGE: (e)Any "employee" authorized by you to give no- tice of the "accident" or "loss". We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5.,Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV – BUSINESS AUTO CONDI- TIONS:J. PERSONAL PROPERTY 5. Transfer Of Rights Of Recovery Against Others To Us The following is added to Paragraph A.4.,Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE:We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1)Owned by an "insured"; and CA T3 53 02 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5 Do not add this form to a policy. It is for informational purposes only.COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non-renewal. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2.,Con- cealment, Misrepresentation, Or Fraud, of SECTION IV – BUSINESS AUTO CONDITIONS: Page 4 of 4 ú 2015 The Travelers Indemnity Company. All rights reserved.CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 7EF4E3CD-E906-4F38-93AA-2B11DB71D6E5