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HomeMy WebLinkAboutC24-075 Vail Honeywagon EnterprisesAGREEMENT FOR SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
VAIL HONEYWAGON ENTERPRISES, LLC
THIS AGREEMENT (“Agreement”) is effective as of _______________ by and between Vail
Honeywagon Enterprises, LLC, a Colorado limited liability company (hereinafter “Contractor”), and
Eagle County, Colorado, a body corporate and politic (hereinafter “County”).
RECITALS
WHEREAS, the County issued a request for proposals (" RFP") on June 7, 2022, seeking the services of a
vendor to transport collected material from drop-off collection sites situated throughout greater Eagle
County to the Eagle County Materials Recovery Facility (“MRF”) located at 605 Ute Creek Road
Wolcott, Colorado (the “Property”); and
WHEREAS, Contractor submitted a response to the RFP and was selected by County to provide the
services identified in the RFP; and
WHEREAS, County and Contractor entered into an agreement dated September 27, 2022 for the
provision of the services identified in the RFP (the “Original Agreement); and
WHEREAS, the term of the Original Agreement expired on the 31st day of December, 2023; and
WHEREAS, County and Contractor desire to enter into this Agreement in order for Contractor to
continue to provide the Services identified in the Original Agreement and as defined in paragraph 1 of
this Agreement; 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; 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 or Work. Contractor agrees to diligently provide all services, labor, personnel and
materials necessary to perform and complete the services or work described in Section 1 of this
Agreement and Exhibit A (collectively, the “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.
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a. Contractor agrees to furnish the Services in accordance with the Hauling Frequency
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. Contractor agrees to provide the necessary vehicles and drivers to haul recycle collection
containers to the Eagle County MRF from various drop-off collection sites located throughout greater
Eagle County. The collection sites are identified in Exhibit B (collectively “Sites” and each a “Site”).
d. County owns and will provide roll-off containers at the sites for the collection of
commingled containers (“commingle”), newspaper, and cardboard. The County will provide a total of 14
roll-off containers: four (4) 30 cubic yard containers for Avon, four (4) 40 cubic yard containers for
Edwards, three (3) 40 cubic yard containers for Eagle, and three (3) 40 cubic yard containers for Gypsum
sites for collection of commingle, newspaper, and cardboard. The County will provide swap containers as
needed for the sites.
e. Contractor shall be responsible for providing a cardboard collection container at the site
in Red Cliff. The Red Cliff site requires one (1) container for cardboard. The cardboard container must be
eight (8) cubic yard frontload dumpster with a lid. Containers are required to be in good condition with
operable slotted cardboard lids. Contractor shall be responsible, at its sole expense, for the repair and
maintenance of all cardboard collection containers supplied pursuant to this Agreement. On cardboard
collection days (excluding Saturdays), the drop-site cardboard will need to be collected separate from any
commercial or non-drop site cardboard and delivered to the Eagle County Recycle MRF the next business
morning. Cardboard collection on Saturday will require the delivery of the material to the Eagle County
MRF the next business day. Contractor shall provide the one (1) container at the Red Cliff site. Reloads
will be at no additional expense to the County.
f. Contractor may not place any signage on the County containers unless prior approval is
obtained from the Eagle County Solid Waste & Recycling Department.
g. Contractor is responsible, at its sole expense, for repairs to any damaged roll-off
containers when the damage is caused by Contractor’s or its employee’s negligence.
h. Contractor is required to haul all collected material to the Eagle County MRF. There will
be no tipping fees assessed to the Contractor.
i. Collection site cleanup will be provided by County.
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j. County may provide or request that Contractor provide, additional open-top 30 cubic
yard roll-off containers at the collection sites set forth in Exhibit B during holiday seasons, and
Contractor will be compensated at $237.00 per haul.
k. County will have the option at its discretion to change to eight (8) cubic yard frontload
dumpsters with lids at Avon and Edwards if it deems necessary.
2. County’s Representative. The Solid Waste and Recycling 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 December, 2024.
4. Extension or Modification. This Agreement may be extended for up to two additional one-year
terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed
by both parties. No additional services or work performed by Contractor shall be the basis for additional
compensation unless and until Contractor has obtained written authorization and acknowledgement by
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 in a sum
computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement
shall not exceed $300,000. 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.
a. Payment will be made for Services satisfactorily performed within thirty (30) days of
receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the
hours spent, tasks performed, who performed each task, and such other detail as County may request.
b. 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.
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c. 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.
d. 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).
e. Contractor’s fees for Services, set forth in Exhibit A, shall be subject to a 3% increase for
each term that this Agreement is extended.
6. Subcontractors. 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
subcontractor 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 subcontractor, as approved by
County and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor
by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities
which Contractor, by this Agreement, assumes toward County. County 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.
i. Workers’ Compensation insurance as required by law.
ii. Auto coverage with limits of liability not less than $1,000,000 each accident
combined bodily injury and property damage liability insurance, including coverage for owned, hired, and
non-owned vehicles.
iii. Commercial General Liability coverage to include premises and operations,
personal/advertising injury, products/completed operations, broad form property damage with limits of
liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits.
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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. 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 County 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 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.
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 monies 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 its
employees, agents, or any of its subcontractors 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 (including electronic files) and materials obtained
during, purchased or prepared in the performance of the Services shall remain the property of the County
and are to be delivered to County before final payment is made to Contractor or upon earlier termination
of this Agreement.
10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i)
personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii)
when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their
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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.
COUNTY:
Eagle County, Colorado
Attention: Jesse Masten
815 Ute Creek Rd
Post Office Box 473
Wolcott, CO 81655
Telephone: 970-328-3472
E-Mail: jesse.masten@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
Telephone: 970-328-8685
E-Mail: atty@eaglecounty.us
CONTRACTOR:
Vail Honeywagon Enterprises, LLC
Post Office Box 4330
Edwards, CO 81632
Telephone: 970-476-3511
Facsimile: 970-926-3712
E-Mail: requests@vailhoneywagon.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.
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.
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Only the following two forms of electronic signatures shall be permitted to bind the parties to this
Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the
image of the signature of an authorized signer inserted onto PDF format documents. All documents must
be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform
Electronic Transactions Act, C.R.S. 24-71.3-101 to 121.
14. Other Contract Requirements and Contractor Representations.
a. Contractor has familiarized itself with the nature and extent of the Services to be
provided hereunder and the Property, and with all local conditions, federal, state and local laws,
ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services.
b. Contractor will make, or cause to be made, examinations, investigations, and tests as it
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 County written notice of all conflicts, errors,
or discrepancies.
e. Contractor shall be responsible for the completeness and accuracy of the Services and
shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The
fact that 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 it has the expertise and personnel necessary to
properly perform the Services and shall comply with the highest standards of customer service to the
public. Contractor shall provide appropriate supervision to its employees to ensure the Services are
performed in accordance with this Agreement. This paragraph shall survive termination of this
Agreement.
f. Contractor agrees to work in an expeditious manner, within the sound exercise of its
judgment and professional standards, in the performance of this Agreement. Time is of the essence with
respect to this Agreement.
g. This Agreement constitutes an agreement for performance of the Services by Contractor
as an independent contractor and not as an employee of 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.
Contractor shall have no authority to bind County.
h. Contractor represents and warrants that at all times in the performance of the Services,
Contractor shall comply with any and all applicable laws, codes, rules, and regulations.
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i. This Agreement contains the entire agreement between the parties with respect to the
subject matter hereof and supersedes all other agreements or understanding between the parties with
respect thereto.
j. Contractor shall not assign any portion of this Agreement without the prior written
consent of the County. Any attempt to assign this Agreement without such consent shall be void.
k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all
rights and obligations hereunder are reserved solely for the parties, and not to any third party.
l. No failure or delay by either party in the exercise of any right hereunder shall constitute a
waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding
breach.
m. The invalidity, illegality, or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision hereof.
n. The signatories to this Agreement aver to their knowledge no employee of 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.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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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
CONSULTANT
Vail Honeywagon Enterprises, LLC
By: _____________________________________
Print Name: ______________________________
Title: ___________________________________
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sales Executive
Jennifer Collins
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EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES
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DocuSign Envelope ID: 502B61A4-E865-4576-ADBA-16BC0C8720EDDocuSign Envelope ID: 9FCE6347-6E7A-4BC1-80DB-7FB4A3DF0A4C
DocuSign Envelope ID: 502B61A4-E865-4576-ADBA-16BC0C8720EDDocuSign Envelope ID: 9FCE6347-6E7A-4BC1-80DB-7FB4A3DF0A4C
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11
EXHIBIT B
COLLECTION SITES
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Exhibit B
Recycle Site Locations
● Red Cliff – Red Cliff Community Center, 400 Pine Street
● Avon – Town of Avon Public Works, 375 Yoder Ave (just past Home Depot)
● Edwards – 450 Miller Ranch Rd Edwards, CO 81632 (West side of the
Mountain Rec Field House)
● Eagle – 1050 Chambers Avenue at the Town of Eagle Public Works Facility
● Gypsum – Northwest corner of Ridley's Market parking lot
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EXHIBIT C
INSURANCE CERTIFICATE
DocuSign Envelope ID: 9FCE6347-6E7A-4BC1-80DB-7FB4A3DF0A4C
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
1/23/2024
Edgewood Partners Insurance Center
4675 MacArthur Court
Suite 750
Newport Beach CA 92660
Certificate Unit
(949)-474-1550
WCNCerts@epicbrokers.com
ACE American Insurance Company 22667
Vail Honeywagon Enterprises,LLC
3 Waterway Square Place,Suite 110
The Woodlands,TX 77380
2122179595
A X 2,000,000
X 100,000
2,000,000
5,000,000
X
Y HDO G47346356 8/1/2023 8/1/2024
2,000,000
A 5,000,000
X
Y ISA H10757332 8/1/2023 8/1/2024
A X
N
WLR C50723069 (AOS)8/1/2023 8/1/2024
1,500,000
1,500,000
1,500,000
RE:Recycle centers
Eagle County Government,500 Broadway PO Box 850 Eagle,CO 81631.,to the extent required by written contract,is an additional insured with respect to
General Liability and Auto Liability.
Eagle County Solid Waste and Recycling
Attn:Jesse Masten
815 Ute Creek Rd
Wolcott CO 81655
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