HomeMy WebLinkAboutC21-344 SOB + UmbrellaDocuSign Envelope ID: A088175D-074B-4290-AOFE-9DA28EBE465D
AGREEMENT FOR PROCUREMENT
AND INSTALLATION SERVICES BETWEEN
SENIORS ON BROADWAY, LP
AND UMBRELLA ROOFING INC.
THIS AGREEMENT ("Agreement") is effective as of
10/18/2021
by and between Umbrella Roofing,
an incorporated Colorado roofing company (hereinafter "Contractor") and Seniors on Broadway, LP, a Colorado
limited partnership (hereinafter "SOB").
RECITALS
WHEREAS, SOB desires the Contractor remove and replace damaged areas identified in the roof inspection and
listed on the bid in Exhibit A (the "Project") at the Seniors on Broadway Apartment buildings located at 750
Broadway, Eagle, CO 81631 (the "Property"); and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and
experience necessary to provide the equipment, materials and installation services as set forth below in paragraph 1
hereof; and
WHEREAS, this Agreement shall govern the relationship between Contractor and SOB in connection with the
procurement of equipment, materials and services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and SOB agree as
follows:
1. Services or Work. Contractor agrees to procure the materials, equipment and/or products ("Equipment")
necessary for the Project and agrees to diligently provide all services, labor, personnel and materials necessary to
perform and complete the procurement and installation services described in Exhibit A ("Services" or "Work")
which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with
the provisions and conditions of this Agreement.
a. Contractor agrees to furnish the Services no later than October 31, 2021 and in accordance with
the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to
furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing
below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the
Services.
b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit
A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement
shall prevail.
C. SOB shall have the right to inspect all Equipment. Inspection and acceptance shall not be
unreasonably delayed or refused. In the event SOB does not accept the Equipment for any reason in its sole
discretion, then Contractor shall upon SOB's request and at no charge to SOB:
take the Equipment back;
DocuSign Envelope ID: A088175D-074B-4290-AOFE-9DA28EBE465D
ii. exchange the Equipment; or
iii. repair the Equipment.
2. SOB's Representative. The Property Manager, Matt Andrews, the Housing Department's designee shall be
Contractor's contact with respect to this Agreement and performance of the Services.
3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to
the provisions of paragraph 11 hereof, shall continue in full force and effect through the 31st day of October, 2021.
4. Extension or Modification. Any amendments or modifications shall be in writing signed by both parties.
No additional services or work performed by Contractor shall be the basis for additional compensation unless and
until Contractor has obtained written authorization and acknowledgement by SOB for such additional services in
accordance with SOB'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
SOB 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 SOB 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. SOB shall compensate Contractor for the Equipment and performance of the Services in a
sum computed and payable as set forth in Exhibit A. The Equipment and performance of the Services under this
Agreement shall not exceed $4,500.00. 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 SOB.
a. Payment will be made for Equipment and Services satisfactorily performed within thirty (30) days
of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours
spent, tasks performed, who performed each task and such other detail as SOB may request.
b. If, at any time during the term or after termination or expiration of this Agreement, SOB
reasonably determines that any payment made by SOB to Contractor was improper because the Equipment or
Services for which payment was made were not provided or performed as set forth in this Agreement, then upon
written notice of such determination and request for reimbursement from SOB, Contractor shall forthwith return
such payment(s) to SOB. Upon termination or expiration of this Agreement, unexpended funds advanced by SOB,
if any, shall forthwith be returned to SOB.
SOB will not withhold any taxes from monies paid to the Contractor hereunder and Contractor
agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made
pursuant to the terms of this Agreement.
6. Subcontractors. Contractor acknowledges that SOB has entered into this Agreement in reliance upon the
particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for
the performance of any of the Services or additional services without SOB's prior written consent, which may be
withheld in SOB's sole discretion. SOB 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 SOB has an
objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor,
as approved by SOB and to the extent of the Services to be performed by the subcontractor, to be bound to
Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities
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which Contractor, by this Agreement, assumes toward SOB. SOB shall have the right (but not the obligation) to
enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall
cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees
and subcontractors.
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.
Workers' Compensation insurance as required by law.
ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined
bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned
vehicles.
iii. Commercial General Liability coverage to include premises and operations,
personal/advertising injury, products/completed operations, broad form property damage with limits of liability not
less than $1,000,000 per occurrence and $1,000,000 aggregate limits.
b. Other Requirements.
i. The automobile and commercial general liability coverage shall be endorsed to include
SOB, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and
volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached
hereto as Exhibit B.
ii. Contractor's certificates of insurance shall include subcontractors, if any as additional
insureds under its policies or Contractor shall furnish to SOB separate certificates and endorsements for each
subcontractor.
iii. The insurance provisions of this Agreement shall survive expiration or
termination hereof.
iv. The parties hereto understand and agree that SOB 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 SOB, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers.
V. Contractor is not entitled to workers' compensation benefits except as
provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage
is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax
on any moneys paid pursuant to this Agreement.
8. Indemnification. The Contractor shall indemnify and hold harmless SOB, and any of its officers, agents
and employees against any losses, claims, damages or liabilities for which SOB may become subject to insofar as
any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon
any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall
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reimburse SOB for reasonable attorney fees and costs, legal and other expenses incurred by SOB 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 SOB to the extent that SOB 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 (including electronic files) and materials obtained during,
purchased or prepared in the performance of the Services shall remain the property of SOB and are to be delivered
to SOB before final payment is made to Contractor or upon earlier termination of this Agreement. Further,
Contractor shall execute any bill of sale or other documents required by SOB to transfer title of the Equipment to
SOB. Contractor shall provide copies of any instruction or operations or care manuals and shall further provide
copies of any manufacturers warranties associated with the Equipment.
10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally
delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx
or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv)
when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing
the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with
confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days
prior written notice of such change to the other party.
SOB:
Attention: Kim Williams
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8773
Facsimile: 970-328-8787
E-mail: Kim.Williams@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
Telephone: 970-328-8685
Facsimile: 970-328-8699
E-mail: atty@eaglecounty.us
CONTRACTOR:
Umbrella Roofing
Attn: Josh Yandle
PO Box 6064
Eagle, CO 81631
Telephone: 970-704-9130
E-Mail:josh@umhrella-roofing.com
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11. Termination. SOB 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 SOB with all documents as defined in
paragraph 9 hereof, in such format as SOB shall direct and shall return all SOB owned materials and documents.
SOB 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.
13. Execution by Counterparts: Electronic Signatures. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same
instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following
two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or
facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized
signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of
electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121.
14. Other Contract Requirements and Contractor Representations.
a. Contractor has familiarized itself with the intended purpose and use of the Equipment, nature and
extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and
local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services.
b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems
necessary for the performance of the Services.
C. To the extent possible, Contractor has correlated the results of such observations, examinations,
investigations, tests, reports, and data with the terms and conditions of this Agreement.
d. To the extent possible, Contractor has given SOB written notice of all conflicts, errors, or
discrepancies.
e. Contractor shall be responsible for completeness and accuracy of the Services and shall correct, at
its sole expense, all significant errors and omissions in performance of the Services. The fact that SOB has accepted
or approved the Equipment and/or Services shall not relieve Contractor of any of its responsibilities. Contractor
shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of
care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants
that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest
standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to
ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of
this Agreement.
f. Contractor hereby represents and warrants that the Equipment will be new and will perform the
Services in a good and workmanlike manner and guarantees all Work against defects in materials or workmanship
for a period of one (1) year from the date the Work is accepted by SOB, or such longer period as may be provided by
the law or as otherwise agreed to by the parties.
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g. All guarantees and warranties of Equipment furnished to Contractor or any subcontractor by any
manufacturer or supplier are for the benefit of SOB. If any manufacturer or supplier of any Equipment furnishes a
guarantee or warrantee for a period longer than one (1) year, then Contractor's guarantee or warrantee shall extend
for a like period as to such Equipment.
h. Contractor warrants that title to all Work and Equipment shall pass to SOB either by incorporation
into the Property or upon receipt by Contractor of payment from SOB (whichever occurs first) free and clear of all
liens, claims, security interests or encumbrances. Contractor further warrants that Contractor (or any other person
performing Work) purchased all Equipment free and clear of all liens, claims, security interests or encumbrances.
Notwithstanding the foregoing, Contractor assumes all risk of loss with respect to the Equipment until the
Equipment is installed and SOB has inspected and approved the same.
i. Within a reasonable time after receipt of written notice, Contractor shall correct at its own
expense, without cost to SOB, and without interruption to SOB:
Any defects in materials or workmanship which existed prior to or during the period of
any guarantee or warranty provided in this Agreement; and
such defects.
ii. Any damage to any other Work or property caused by such defects or the repairing of
Guarantees and warranties shall not be construed to modify or limit any rights or actions SOB may
otherwise have against Contractor in law or in equity.
k. 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.
1. This Agreement constitutes an agreement for performance of the Services by Contractor as an
independent contractor and not as an employee of SOB. 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 SOB and Contractor except that of independent contractor. Contractor shall have no authority to bind SOB.
in. 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.
n. 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.
o. Contractor shall not assign any portion of this Agreement without the prior written consent of the
SOB. Any attempt to assign this Agreement without such consent shall be void.
P. 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.
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q. 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.
r. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision hereof.
S. The signatories to this Agreement aver to their knowledge, no employee of SOB 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.
t. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms
under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this
Agreement.
15. Prohibitions on Contracts.
a. As used in this Section 15, the term undocumented individual will refer to those individuals from
foreign countries not legally in the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any
employees or subcontractors, Contractor shall not:
Knowingly employ or contract with an undocumented individual to perform Services
under this Agreement; or
ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not
knowingly employ or contract with an undocumented individual to perform work under the contract for services.
b. If Contractor obtains actual knowledge that a subcontractor performing work under the contract
for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to:
i. Notify the subcontractor and SOB within three (3) days that Contractor has actual
knowledge that the subcontractor is employing or contracting with an undocumented individual; and
ii. Terminate the subcontract with the subcontractor if within three (3) days of receiving the
notice required pursuant to subparagraph (i) of the paragraph 14(b) the subcontractor does not stop employing or
contracting with the undocumented individual; except that Contractor shall not terminate the contract with the
subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor
has not knowingly employed or contracted with an undocumented individual.
C. If Contractor violates these prohibitions, SOB 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 SOB.
d. SOB may notify the Colorado Secretary of State if Contractor violates this provision of this
Agreement and SOB terminates the Agreement for such breach.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
Seniors on Broadway LP
By Seniors on Broadway LLC, its general partner
By Golden Eagle Elderly Housing Corporation, its sole
member
DocuSigned by:
By:
Kimberly Be i VJk2$1QJffCtaiy
CONTRACTOR
By:I-DocuSigned by:
OW6 bay6w
3C2923B32FF045E...
Print Name: Deric Barton
Title: Managing Member
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EXHIBIT A
SCOPE OF SERVICES, EQUIPMENT, SCHEDULE, FEES
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UMBRELLA
R O O F I N G
DocuSign Envelope ID: A088175D-074B-4290-AOFE-9DA28EBE465D
EXHIBIT B
INSURANCE CERTIFICATES
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/
AC"R " CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDD/YYYY)
09/29/2021
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).
PRODUCER
CONTACT Tammy Yourzek
NAME:
Martin Insurance Group
�CONN0 Ext : (970) 963-6161 A/xc, No : (970) 963-4331
E-MAIL tmmy@martininsurancegrp.com
ADDRESS:
995 Cowen Dr Unit 202
INSURER(S) AFFORDING COVERAGE
NAIC #
INSURERA: Gemini Insurance Company
Carbondale CO 81623
INSURED
INSURER B : Selective Insurance Company of the Southeast
39926
INSURER C : Pinnacol Assurance
41190
Acme Roofing, LLC DBA Umbrella Roofing
INSURER D :
850 Castle Dr
INSURER E :
INSURER F :
Eagle CO 81631
COVERAGES CERTIFICATE NUMBER: CL2131227235 REVISION NUMBER:
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.
INSR
LTR
TYPE OF INSURANCEADDLSUBR
INSD
WVD
POLICY NUMBER
POLICY EFF
MM/DD/YYYY
POLICY EXP
MM/DD/YYYY
LIMITS
X
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE
$ 1,000,000
CLAIMS -MADE �X OCCUR
DAMAGE TO
PREM SES Ea oRENTED
cE ante
$ 100,000
MED EXP (Any one person)
$ EXCL
PERSONAL &ADV INJURY
$ 1,000,000
A
VOGPOO2662
01/04/2021
01/04/2022
LAGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE
$2,000,000
POLICY PRO ❑ LOC
JECT:
MOTHER
PRODUCTS-COMP/OP AGG
$ 2,000,000
Employee Benefits
$
AUTOMOBILE
LIABILITY
COMBINED SINGLE LIMIT
Ea accident
$ 1,000,000
X
BODILY INJURY (Per person)
$
ANYAUTO
B
OWNED SCHEDULED
AUTOS ONLY AUTOS
S 2324798
01/04/2021
01/04/2022
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
Per accident
$
HIRED NON -OWNED
AUTOS ONLY AUTOS ONLY
Uninsured motorist
$
UMBRELLA LIAB
OCCUR
EACH OCCURRENCE
$
AGGREGATE
$
EXCESS LAB
CLAIMS -MADE
DED I I RETENTION $
r
$
C
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y/ N
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBEREXCLUDED?
(Mandatory in NH)
NIA
4229142
03/20/2021
04/01/2022
xi SPERTATUTE ER
E.L. EACH ACCIDENT
1,000,000
$
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE - POLICY LIMIT
1,000,000
$
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
This certificate of insurance does not evidence coverage for any subcontractors. If subcontractors are used on this project, a separate certificate of
insurance will be issued.
Seniors on Broadway, LP, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers are additional
insured for ongoing and completed operations, with primary & noncontributory and waiver of subrogation under the general liability policy, additional insured
with primary & noncontributory and waiver of subrogation under the business automobile liability policy and waiver of
subrogation under the workers compensation & employer's liability policy when required by a written agreement between the insured and the certificate
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Seniors on Broadway, LP
ACCORDANCE WITH THE POLICY PROVISIONS.
750 Broadway St.
AUTHORIZED REPRESENTATIVE
PO Box 850
Eagle CO 81631
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD