HomeMy WebLinkAboutC21-169 FYS Services dba Eagle Valley Temps1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND FYS SERVICES INC. d/b/a EAGLE VALLEY TEMPS THIS AGREEMENT (“Agreement”) is effective as of _____________________, by and between FYS Services, Inc. d/b/a Eagle Valley Temps (hereinafter “Contractor” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, Contractor agrees to provide personnel and/or laborers who are employed by Contractor to serve as temporary workers for Eagle County (the “Project”). Contractor’s temporary workers will work at the County building located at 500 Broadway, Eagle, Colorado, and at other locations within the Eagle County Government; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1.Services. Contractor agrees to diligently provide all labor and personnel 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. In the event any of Contractor’s temporary workers are unable to perform adequately or are unable to perform for the entire period of time required by County, Contractor agrees to provide substitute worker(s) of comparable skill and knowledge which worker(s) shall be subject to the terms and conditions of this Agreement. The parties recognize and acknowledge that Contractor will use all reasonable efforts to provide temporary workers pursuant to the terms of this Agreement, subject to availability and weather conditions. The parties recognize and acknowledge that labor shortages and/or poor weather, and/or other conditions may at any time prevent Contractor from supplying the County with workers. a. 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. DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E 6/1/2021 C21-169 2 b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 2. County’s Representative. The Human Resources 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 12 hereof, shall continue in full force and effect through the 31st day of December, 2021. 4. Extension or Modification. This Agreement may be extended for up to three additional one-year terms upon written agreement of the parties. 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 Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services based on the rates set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $100,000.00. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. The County agrees to execute or sign time sheets detailing the work performed by Contractor’s temporary workers at the end of the job or upon cessation of work weekly, whichever occurs first. The parties acknowledge that Contractor is also an employment placement service and the County agrees that in the event the County hires Contractor’s employee, which employee was placed with the County for temporary services by Contractor, within 9 months of the last day of work recorded for the County, the County will remit a finder’s fee to Contractor of 5% - 10% of the employee’s then current annual earnings but not less than $1,500.00 (“Finder’s Fee”). The County and Contractor will agree to the exact amount of the finder’s fee on a case- by-case basis, depending in the nature of the position. 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, who performed each task and such other detail as County may request. b. Any out-of-pocket expenses to be incurred by Contractor and reimbursed by County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E 3 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 Contractor. Contractor 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 Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. d. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 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 Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Sub-Contractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any sub-contractor agreements for the performance of any of the Services or additional services without County’s prior written consent, which may be withheld in County’s sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each sub-contractor, as approved by County and to the extent of the Services to be performed by the sub-contractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub-contractor 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 sub-contractors or sub-Contractors. 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. DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E 4 ii. Auto coverage. Contractor shall ensure that all employees or personnel who perform services for the County pursuant to this Agreement maintain auto coverage as required by law, and Contractor shall provide proof of such insurance upon request. 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. b. Other Requirements. i. The commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insured’s. ii. Contractor’s certificates of insurance shall include sub-contractors as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each sub-contractor. All coverage(s) for sub-contractors shall be subject to the same minimum requirements identified above. Contractor and sub-contractors, 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 Contractor and its sub-contractors 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. Contractor’s insurance coverage shall be primary and non-contributory with respect to all other available sources. Contractor’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. Contractor’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Contractor 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 Contractor’s broker, without further notice or authorization by Contractor, to immediately comply with any written request of County for a complete copy of the policy. viii. Contractor shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Contractor, at its own expense, will DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E 5 reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Contractor 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. Contractor is not entitled to workers’ compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its sub-Contractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Contractor in connection with the Services shall become property of County. Contractor 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 Contractor (including any employee or subcontractor in connection with the performance of the Services and additional services under this Agreement). 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E 6 facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Hollis Dempsey 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8793 E-Mail: Hollis.Dempsey@eaglecounty.com 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: FYS Services, Inc. d/b/a Eagle Valley Temps P.O. Box 1469 Avon, CO 81620 Telephone: 970-748-1000 Facsimile: 970-949-3377 Email: caroline@evtemps.com 11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E 7 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. a. Contractor shall be responsible for the completeness and accuracy of 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 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 its professional personnel are duly licensed to perform the Services required by the County pursuant to this Agreement. This paragraph shall survive termination of this Agreement. b. 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. c. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Neither Contractor nor any of its employees shall have the authority to bind County. No employee of Contractor shall be deemed an agent, servant or employee of the County, and no employee of Contractor is entitled to any County benefits, including, but not limited to, health insurance or Workers Compensation benefits by virtue of this Agreement or any Services provided pursuant to this Agreement. Contractor is responsible for payment of any federal, state FICA and other income taxes for its employees. d. 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. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E 8 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. Contractor shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Contractor shall be subject to financial audit by federal, state or county auditors or their designees. Contractor authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Contractor. Contractor 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 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. l. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 15. Prohibitions on Government Contracts. As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Contractor will participate in the E-verify Program or other Department of Labor and Employment program (“Department Program”) in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E 9 ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: https://www.uscis.gov/e-verify c. Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E 10 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ______________________________ Matt Scherr, Chair Attest: By: _________________________________ Regina O’Brien, Clerk to the Board CONTRACTOR: FYS SERVICES, INC. d/b/a EAGLE VALLEY TEMPS By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E President Caroline Leonardo 11 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES Rates/Services: 1. Clerical: Contractor agrees to provide temporary workers for the purpose of performing the job identified as follows: Clerical/office work. Rates will be quoted on a job to job basis based on Eagle County’s compensation structure. 2. Labor: Contractor agrees to provide temporary workers for the purpose of performing the jobs identified as follows: General unskilled construction labor, landscape labor, maintenance, snow shoveling, furniture moving or housekeeping or others as need. Skilled labor to be quoted on a job to job basis based on Eagle County’s compensation structure. Contractor will not provide workers to do roof work, to use ladders over 6’ tall, to operate dangerous machinery (i.e., any electric or gasoline powered tools and machinery), or to operate the County’s vehicles or their own vehicles while on the job. Hourly Rate: the rates for all positions will be based on the compensation structure of Eagle County. 3. Rates charged by Contractor are per each person employed by Contractor, and are subject to change based upon availability, fluctuations in Worker’s Compensation premiums, income tax rates, market conditions, demand, and etc. 4. Overtime hours shall accrue in excess of 40 hours in a weekly, Monday through Sunday pay cycle. DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E 12 EXHIBIT B Insurance Certificate DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E 10/01/2020 Moody-Valley Insurance Agency, Inc. 760 Horizon Drive, Suite 302 Grand Junction CO 81506 Sandra Livermore, CLCS (970)248-8300 (970)242-1894 sandra.livermore@moodyins.com FYS Services, Inc., DBA: Eagle Valley Temps PO Box 1469 Avon CO 81620 Zurich American Insurance Co 16535 Nationwide Mutual Insurance Co 23787 American Guarantee & Liability 26247 Pinnacol Assurance 41190 20/21 Master A Y PRA585438108 10/13/2020 10/13/2021 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 B ACP3087941243 10/13/2020 10/13/2021 1,000,000 Medical payments 5,000 C UMB549895008 10/13/2020 10/13/2021 1,000,000 1,000,000 D Y 4009383 04/01/2020 04/01/2021 1,000,000 1,000,000 1,000,000 A Employment Practices Liability PRA585438108 10/13/2020 10/13/2021 Aggregate 2,000,000 Each Claim Limit 1,000,000 Eagle County Government PO Box 850 Eagle CO 81631 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E FYS Services, Inc., DBA: Eagle Valley Temps 00027942 Moody-Valley Insurance Agency, Inc. 25 Certificate of Liability Insurance: Notes Professional Liability - Zurich American Insurance Company, NAIC Code 16535, $1,000,000 Each Claim Limit, $2,000,000 Aggregate Limit. Abusive Acts - Zurich American Insurance Company, NAIC Code 16535, $1,000,000 EAch Abusive Act Limit, $1,000,000 Aggregate Limit $10,000 Special Supplementary Payment Limit, $1,000 Each Abusive Act Retention Limit. Employee Benefits Liability - Zurich American Insurance Company, NAIC Code 16535, $1,000,000 Each Act, Error or Omission Limit, $2,000,000 Aggregate Limit CONTRACTUAL LIABILITY APPLIES PER POLICY TERMS AND CONDITIONS General Liability: CG2026 04/13 & CG2037 0413 Forms Attached Includes: Blanket Additional Insured status applies only to the extent provided in forms CG2026 0413 & CG2037 0413 when required by written contract. Blanket Waiver of Subrogation applies only to the extent provided in form CG2404 0509 when required by written contract. Primary and Non-Contributory status only to the extent provided in form UGL1327BCW 0413 when required by written contract. USIL102ACW 1011 Form Attached Includes: Designated Project General Aggregate applies only to the extent provided in form USIL102ACW 1011 when required by written contract. Auto Liability: AC7004 0316 Form Attached Includes: Blanket Additional Insured status applies only to the extent provided in form AC7004 0316 when required by written contract. Blanket Waiver of Subrogation applies only to the extent provided in form AC7004 0316 when required by written contract. Primary and Non-Contributory status only to the extent provided in form AC7004 0316 when required by written contract. Excess Liability: Excess Liability policy is on a follow form basis for the following underlying insurance coverages: General Liability, Automobile Liability, and Employers Liability. Additional insured status will follow when required by written contract including Primary and Non-Contributory status when required by written contract. Worker’s Compensation: 359-B From Attached Includes Blanket Waiver of Subrogation. Status applies when required by written contract. IMPORTANT: The policy forms referenced will be sent via email only. To obtain copies, please send your request with the email address to certrequest@moodyins.com ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E !"#$%&’()*+,-.’’!-/’0102314567 !"##$%!&’()*$+$%’()(&’,&(&-. !*)/0)12)03)41 89$:’,(;"-:,*,(8’%9/(<,:’89,’!"#$%&=’’!#,/:,’-,/;’$8’%/-,>)##&= ’55&-&"+’()&+67%$5)8)"9+$%6:)($66$$6)"%) !"+-%’!-"%6)8)!"#;($-$5)";$%’-&"+6 8?@A’BCDEFABGBCH’GED@I@BA’@CAJFKCLB’MFEN@DBD’JCDBF’H?B’IEOOEP@CQ. %"**,-%$/#’<,(,-/#’#$/+$#$8&’%"R,-/<,’!/-8 !-";)%8:S%"*!#,8,;’"!,-/8$"(:’#$/+$#$8&’%"R,-/<,’!/-8 6!<$57($ )))))))+=>?)"@)’AABCBDE=F)&EGHI?A);?IGDEJGK )))))))))))))))))))))"I)"IL=EBM=CBDEJGKN $CIEFGKH@EC’FBTJ@FBD’HE’LEGMOBHB’H?@A’:L?BDJOBU’@I’CEH’A?EPC’KVENBU’P@OO’VB’A?EPC’@C’H?B’;BLOKFKH@ECA= )))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))) (DO=CBDE)’EA)5?GOIBPCBDE)"@)!D>PF?C?A)"P?I=CBDEG ’Q 6?OCBDE) &&) 8) 9RD) &G) ’E) &EGHI?A)@A’ KGBCDBD’ HE’ @CLOJDB’ KA’ KC’ KDD@H@ECKO’ @CAJFBD’ H?B’ MBFAECWAX’ EF’ EFQKC@YKH@ECWAX’ A?EPC’ @C’ H?B’ :L?BDJOBU’ VJH’ ECOZ’ P@H?’ FBAMBLH’ HE’ O@KV@O@HZ’ IEF’ [VED@OZ’ @C\JFZ[’ EF’ [MFEMBFHZ’ DKGKQB[’ LKJABDU’ @C’ P?EOB’ EF’ @C’ MKFHU’ VZ’ [ZEJF’ PEF][’ KH’ H?B’ OELKH@EC’ DBA@QCKHBD’ KCD’ DBALF@VBD’ @C’ H?B’ :L?BDJOB’ EI’ H?@A’ BCDEFABGBCH’ MBFIEFGBD’ IEF’ H?KH’ KDD@H@ECKO’ @CAJFBD’ KCD’ @CLOJDBD’ @C’ H?B’ [MFEDJLHA5LEGMOBHBD’EMBFKH@ECA’?KYKFD[= 9EPBNBF.’ 4Q 8?B’ @CAJFKCLB’ KIIEFDBD’ HE’ AJL?’ KDD@H@ECKO’ @CAJFBD’ ECOZ’ KMMO@BA’ HE’ H?B’ B^HBCH’ MBFG@HHBD’ VZ’ OKP_’KCD) /Q $I’ LENBFKQB’ MFEN@DBD’ HE’ H?B’ KDD@H@ECKO’ @CAJFBD’ @A’ FBTJ@FBD’ VZ’ K’ LECHFKLH’ EF’ KQFBBGBCHU’ H?B’ @CAJFKCLB’ KIIEFDBD’ HE’ AJL?’ KDD@H@ECKO’ @CAJFBD )P@OO’ CEH’ VB’ VFEKDBF’ H?KC’ H?KH’ P?@L?’ ZEJ’ KFB’ FBTJ@FBD’ VZ’ H?B’ LECHFKLH’ EF’ KQFBBGBCH’ HE’ MFEN@DB’ IEF’ AJL?’ KDD@H@ECKO’@CAJFBD= ,Q ‘@H?’ FBAMBLH’ HE’ H?B’ @CAJFKCLB’ KIIEFDBD’ HE’ H?BAB’ KDD@H@ECKO’ @CAJFBDAU’ H?B’ IEOOEP@CQ’ @A’ KDDBD’ HE’ 6?OCBDE)&&&)8)(B>BCG)"@)&EGHI=EO?S) $I’ LENBFKQB’ MFEN@DBD’ HE’ H?B’ KDD@H@ECKO’ @CAJFBD’ @A’ FBTJ@FBD’ VZ’ K’ LECHFKLH’ EF’ KQFBBGBCHU’ H?B’ GEAH’ PB’ P@OO’ MKZ’ EC’ VB?KOI’ EI’ H?B’ KDD@H@ECKO’ @CAJFBD’ @A’ H?B’ KGEJCH’EI’@CAJFKCLB. 4Q -BTJ@FBD’VZ’H?B’LECHFKLH’EF’KQFBBGBCH_’EF’ /Q /NK@OKVOB’ JCDBF’ H?B’ KMMO@LKVOB’ #@G@HA’ EI’ $CAJFKCLB’A?EPC’@C’H?B’;BLOKFKH@ECA_) P?@L?BNBF’@A’OBAA=’ 8?@A’ BCDEFABGBCH’ A?KOO’ CEH’ @CLFBKAB’ H?B’ KMMO@LKVOB’ #@G@HA’EI’$CAJFKCLB’A?EPC’@C’H?B’;BLOKFKH@ECA= ;JH@BA. aEVA@HBS!FE\BLH’(KGB./CZ’MBFAEC’EF’EFQKC@YKH@EC’P?E’ZEJ’KFB’FBTJ@FBD’HE’KDD’ KA’KC’KDD@H@ECKO’@CAJFBD’EC’H?@A’MEO@LZ’JCDBF’K’LECHFKLH’EF’ KQFBBGBCH’A?KOO’VB’KC’@CAJFBDU’VJH’ECOZ’P@H?’FBAMBLH’HE’ H?KH’MBFAECbA’EF’EFQKC@YKH@ECbA’O@KV@O@HZ’KF@A@CQ’EJH’EI’ZEJF’ EMBFKH@ECA’KA’K’[:HKII@CQ’:BFN@LB[’EF’MFBG@ABA’EPCBD’VZ’ EF’FBCHBD’HE’ZEJ= c’$CAJFKCLB’:BFN@LBA’"II@LBU’$CL=U’d64d ;=L?)4)D@)4!*)/0)12)03)41 DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E !"#$%&’()*+,-.’’’’’’’!"#$%&%’(&)*+,%"**,-%$/#’0,(,-/#’#$/+$#$1& %0’23’43’45’46 7/$8,-’"9’1-/(:9,-’"9’-$0;1:’"9’-,%"8,-&’ /0/$(:1’"1;,-:’1"’): -./0$12345016127$643/8/10$/2095:2;1$<54=/313$92315$7.1$84>>4?/2@A$ BCDDE"BF#G$HEIE"#G$GF#JFGF-K$BCLE"#HE$!#"- !"CMNB-OPBCD!GE-EM$C!E"#-FCIO$GF#JFGF-K$BCLE"#HE$!#"- (<=>’"?’!>@ABC’"@’"@D<CEF<GEBC. ’’ -.1$ 84>>4?/2@$ /0$ :3313$ 74$ !:5:@5:<.$HI’ 1@<CA?>@’ "?’ -EDJGA’ "?’ ->KBL>@M’/D<ECAG’"GJ>@A’1B’)A$48$:>KGEBC’$8’N’%BCOEGEBCA. Q1$ ?:/=1$ :2R$ 5/@.7$ 48$ 51;4=15R$ ?1$ 6:R$ .:=1$ :@:/207$ 7.1$ <15042$ 45$ 45@:2/S:7/42$ 0.4?2$ /2$ 7.1$ O;.139>1$ :T4=1$ T1;:901$ 48$ <:R61270$ ?1$ 6:U1$ 845$ /2V95R$ 45$ 3:6:@1$ :5/0/2@$ 497$ 48$ R495$ 42@4/2@$ 4<15:7/420$ 45$ WR495$ ?45UW$ 3421$ 92315$ :$ ;4275:;7$ ?/7.$ 7.:7$ <15042$ 45$ 45@:2/S:7/42$ :23$ /2;>9313$ /2$ 7.1$ W<5439;70*;46<>1713$ 4<15:7/420$ .:S:53WX$ -./0$ ?:/=15$ :<<>/10$ 42>R$ 74$ 7.1$ <15042$ 45$ 45@:2/S:7/42$ 0.4?2$ /2$ 7.1$ O;.139>1$ :T4=1X$ F28456:7/42$51Y9/513$74$;46<>171$7./0$O;.139>1Z$/8$247$0.4?2$:T4=1Z$?/>>$T1$0.4?2$/2$7.1$M1;>:5:7/420X :%;,P)#, ’’’’’ #2R$<15042$45$45@:2/S:7/42$?.4$R49$:51$51Y9/513$74$:33$TR$?5/7712$;4275:;7$45$?5/7712$:@5116127$?./;.$/0$1[1;9713$ T18451$:$\O7:88/2@$O15=/;10]$\C;;95512;1]$74$?:/=1$R495$5/@.70$48$51;4=15RX ^$F2095:2;1$O15=/;10$C88/;1Z$F2;XZ$_++&$’’%0’23’43’45’46 !<D>’Q’B?’Q DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E 7501 E. Lowry Blvd. Denver, CO 80230-7006 303.361.4000 / 800.873.7242 Pinnacol.com Fys Services Inc. dba Eagle Valley Te PO Box 1469 Avon, CO 81620-1469 Moody-Valley Insurance Agency, Inc. 760 Horizon Drive #302 Grand Junction, CO 81506-1509 (970) 243-3421 7501 E. Lowry Blvd Denver, CO 80230-7006 Page 1 of 1 P CARTERCA - Underwriter 04/01/2020 15:29:22 4009383 55786882 359-B NCCI #: WC000313B Policy #: 4009383 ENDORSEMENT:Blanket Waiver of Subrogation Effective Date:April 1, 2020 Expires on: April 1, 2021 Pinnacol Assurance has issued this endorsement April 1, 2020 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE To any person or organization when agreed to under a written contract or agreement, as defined above and with the insured, which is in effect and executed prior to any loss. DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E !"#$%&’()*+,-.’’!-/’0102314567 !"##$%!&’()*$+$%’()(&’,&(&-. !*)/0)/1)02)34 -5&6)$+7"%6$#$+-)!5’+*$6)-5$)8"(&!.9))8($’6$)%$’7)&-)!’%$:;((.9 ’77&-&"+’()&+6;%$7)<)7$6&*+’-$7) 8$%6"+)"%)"%*’+&=’-&"+ 89:;’<=>?@;<A<=B’A?>:C:<;’:=;D@E=F<’G@?H:><>’D=><@’B9<’C?II?J:=K. %"**,-%$/#’L,(,-/#’#$/+$#$8&’%"M,-/L,’!/-8 6!5$7;($ +>?@)"A)’BBCDCEF>G)&FHIJ@B)8@JHEFKHL)"J)"JM>FCN>DCEFKHL $=C?@AEB:?=’@<ND:@<>’B?’F?AGI<B<’B9:;’OF9<>DI<P’:C’=?B’;9?J=’EQ?H<P’J:II’Q<’;9?J=’:=’B9<’R<FIE@EB:?=;S /=T’G<@;?=’?@’?@KE=:UEB:?=’J9?’T?D’E@<’@<ND:@<>’B?’E>>’E;’E=’E>>:B:?=EI’:=;D@<>’?=’B9:;’G?I:FT’D=><@’E’F?=B@EFB’?@’ EK@<<A<=B’;9EII’Q<’E=’:=;D@<>P’QDB’?=IT’J:B9’@<;G<FB’B?’B9EB’G<@;?=V;’?@’?@KE=:UEB:?=V;’I:EQ:I:BT’E@:;:=K’?DB’?C’T?D@’?G<@EB:?=;’ E;’E’WOBECC:=K’O<@H:F<W’?@’G@<A:;<;’?J=<>’QT’?@’@<=B<>’B?’T?DS ’9 6@ODCEF) &&) <) PQE) &H) ’F) &FHIJ@B):;’ EA<=><>’ B?’ :=FID><’ E;’ E=’ E>>:B:?=EI’ :=;D@<>’ B9<’ G<@;?=X;Y’ ?@’ ?@KE=:UEB:?=X;Y’ ;9?J=’ :=’ B9<’ OF9<>DI<P’ QDB’ ?=IT’ J:B9’ @<;G<FB’ B?’ I:EQ:I:BT’ C?@’ WQ?>:IT’ :=ZD@TWP’ WG@?G<@BT’ >EAEK<W’ ?@’ WG<@;?=EI’ E=>’ E>H<@B:;:=K’ :=ZD@TW’ FED;<>P’ :=’ J9?I<’ ?@’ :=’ GE@BP’ QT’ T?D@’ EFB;’ ?@’ ?A:;;:?=;’ ?@’ B9<’ EFB;’ ?@’ ?A:;;:?=;’ ?C’ B9?;<’ EFB:=K’?=’T?D@’Q<9EIC. 39 $=’ B9<’ G<@C?@AE=F<’ ?C’ T?D@’ ?=K?:=K’ ?G<@EB:?=;[’?@ ) /9 $=’ F?==<FB:?=’ J:B9’ T?D@’ G@<A:;<;’ ?J=<>’ QT’ ?@’@<=B<>’B?’T?DS) \?J<H<@.’ 39 89<’ :=;D@E=F<’ ECC?@><>’ B?’ ;DF9’ E>>:B:?=EI’ :=;D@<>’ ?=IT’ EGGI:<;’ B?’ B9<’ <]B<=B’ G<@A:BB<>’ QT’IEJ[’E=> /9 $C’ F?H<@EK<’ G@?H:><>’ B?’ B9<’ E>>:B:?=EI’ :=;D@<>’ :;’ @<ND:@<>’ QT’ E’ F?=B@EFB’ ?@’ EK@<<A<=BP’ B9<’ :=;D@E=F<’ ECC?@><>’ B?’ ;DF9’ E>>:B:?=EI’ :=;D@<>)J:II’ =?B’ Q<’ Q@?E><@’ B9E=’ B9EB’ J9:F9’ T?D’ E@<’ @<ND:@<>’ QT’ B9<’ F?=B@EFB’ ?@’EK@<<A<=B’B?’G@?H:><’C?@’;DF9’E>>:B:?=EI’ ,9 ^:B9’ @<;G<FB’ B?’ B9<’ :=;D@E=F<’ ECC?@><>’ B?’ B9<;<’ E>>:B:?=EI’ :=;D@<>;P’ B9<’ C?II?J:=K’ :;’ E>><>’ B?’ 6@ODCEF)&&&)<)(C?CDH)"A)&FHIJ>FO@R) $C’ F?H<@EK<’ G@?H:><>’ B?’ B9<’ E>>:B:?=EI’ :=;D@<>’ :;’ @<ND:@<>’ QT’ E’ F?=B@EFB’ ?@’ EK@<<A<=BP’ B9<’ A?;B’ J<’ J:II’ GET’ ?=’ Q<9EIC’ ?C’ B9<’ E>>:B:?=EI’ :=;D@<>’ :;’ B9<’ EA?D=B’?C’:=;D@E=F<. 39 -<ND:@<>’QT’B9<’F?=B@EFB’?@’EK@<<A<=B[’?@’ /9 /HE:IEQI<’ D=><@’ B9<’ EGGI:FEQI<’ #:A:B;’ ?C’ $=;D@E=F<’;9?J=’:=’B9<’R<FIE@EB:?=;[) J9:F9<H<@’:;’I<;;S’ 89:;’ <=>?@;<A<=B’ ;9EII’ =?B’ :=F@<E;<’ B9<’ EGGI:FEQI<’ #:A:B;’?C’$=;D@E=F<’;9?J=’:=’B9<’R<FIE@EB:?=;S _’$=;D@E=F<’O<@H:F<;’"CC:F<P’$=FSP’‘64‘ ) 8>M@)3)EA)3!*)/0)/1)02)34 DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E !"#$%&’()*%+(,$&-.$(/.$("&0&1%2.+%3&-(/& 45(065("%27*"5%3 !"#$%&%’(&)*+, )+-)(-.+)/ )+-)(-.+.+ )+-)(-.+)/ /(/0.+++ !12345$617 8997$:;<=$19$!127 8>?7$:;<=$19$!127 8997$:;<=$19$8@A7 !B1AC4=B$617 #AAD27$!B=E "=<CB@$!B=E7 !"#$%&’()*$&+&’!%,"-’.&$%!"&%/)0#,12%%/0&-$&%*&-(%#!%,-*&340012 ’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’-)(‘ K@42CA=J$41?5B3MU<=A$E;<=B3;2$19$K@JCB;@4=$H=BI34=J$T9934=S$K@47$W3<U$3<J$?=BE3JJ31@7 DocuSign Envelope ID: E9FEB010-C6CB-4B21-BBB8-BEF48A2CE72E