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HomeMy WebLinkAboutTRYG GROUP - CONTRACT - BID - 9296 EPIC HVAC EQUIPMENT INSTALLOfficial Purchasing Document Last updated 10/2017 Tryg Group Services Agreement Page 1 of 8 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and TRYG GROUP, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1.Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of five (5) pages and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2.Completion of Services. Services shall be completed no later than June 30, 2021. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. 3.Contract Period. This Agreement shall commence April 14, 2021, and shall continue in full force and effect until June 30, 2021, unless sooner terminated as herein provided. 4.Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 5.Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: Tryg Group Attn: Steve DeWitt PO Box 804 Golden, CO 80402 City of Fort Collins Attn: Justin Huntley PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 Official Purchasing Document Last updated 10/2017 Tryg Group Services Agreement Page 2 of 8 6. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, One Hundred Thirty Seven Thousand Seven Hundred Forty Dollars ($137,740.00) as per the attached Exhibit "A", consisting of five pages, and incorporated herein by this reference. 7. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 8. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 9. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 10. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 11. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 12. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 Official Purchasing Document Last updated 10/2017 Tryg Group Services Agreement Page 3 of 8 into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 15. Entire Agreement; Binding Effect; Order of Precedence; Authority to Execute. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. In the event of a conflict between terms of the Agreement and Exhibit A, the terms of the Agreement shall prevail. Each person executing this Agreement affirms that they have the necessary authority to sign on behalf of their respective party and to bind such party to the terms of the Agreement. 16. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries t o or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 Official Purchasing Document Last updated 10/2017 Tryg Group Services Agreement Page 4 of 8 under this Agreement of the type and with the limits specified within Exhibit B, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 17. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8- 17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 Official Purchasing Document Last updated 10/2017 Tryg Group Services Agreement Page 5 of 8 the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit C - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 Official Purchasing Document Last updated 10/2017 Tryg Group Services Agreement Page 6 of 8 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: TRYG GROUP By: Printed: Title: Date: DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 Steve DeWitt Account Manager 4/14/2021 Assistant City Attorney ll 4/14/2021 City Clerk www.tryggroup.com ● 720-636-TRYG (8794) PO Box 804 ● Golden, CO 80402 5195 West 58th Ave ● Unit D ● Arvada, CO 80002 Tryg Group Proposal April 6, 2021 Reference: Edora Pool Ice Center – EPIC Cooling Tower replacement Job Site: EPIC Rec Center Address: 1801 Riverside Avenue City, State, Zip: Fort Collins, CO 80525 Customer: City of Fort Collins Contact Name: Jake Rector Phone #: 970.221.6776 Email: jrector@fcgov.com TRYG Group will furnish and install all materials, labor, and equipment as listed in the following scope of work to include any listed drawings, specifications, or addenda. Qualifications: Provide and install the following labor and material required to perform the mechanical and HVAC work within the Iconergy drawings (201046) provided to Tryg Group through Bid Net. The drawings are dated 11/16/2020 and titled “Edora Pool Ice Center cooling tower, chillers, and AHU-2 upgrades.” Tryg Group will perform the work as listed below and depicted on the following Iconergy drawings: M0.0, M1.0, M1.1, M1.2, M2.0, M2.1, M2.2, M6.0, M6.1. Tryg group will exclude controls and building automation in our mechanical proposal but can provide a proposal for the controls piece if desired. Tryg Group understands the necessity of effectively completing this job and completing it in a very timely manner. Tryg Group proposes five (5) days to perform this project from start to finish. Work would begin in the morning on Monday 5/24 and be finished by end of day (EOD) on Friday 5/28, except for finalizing TAB. Tryg group will be using schedule L copper piping and pro press fittings for this job. The following is included: M0.0 •Tryg Group will field verify as well, as verify with building owner representative to ensure final location of equipment being relocated as well as being installed per drawings. •Work with owner and other trades involved to minimize building operations and public spaces within the EPIC center. •Coordination and communication with owner representative throughout the project. M1.0 •BT-1 (buffer tank) will be removed and relocated from its existing location to the chiller plant room as specified on the drawing M2.1 and confirmed on the job walk •AS-1 (air separator) to remain (further details on M2.0). •Demo all adjacent piping for BT-1 and its existing location. M1.1 •BT-1 to be removed and relocated to main mechanical room and reused in the hot water loop. Page M2.1 of the drawings for new location: o Remove all adjacent BT-1 piping and valves. •Remove existing heat exchanger HX-3: o Remove all adjacent HWS/R piping and circulating pump CP-1. •Remove cooling tower CT-1 utilizing Sterling Crane CO. o Remove I-beams that are supporting existing cooling tower. Exhibit A Scope of Services DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 www.tryggroup.com ● 720-636-TRYG (8794) PO Box 804 ● Golden, CO 80402 5195 West 58th Ave ● Unit D ● Arvada, CO 80002 o Clean existing I-beam that will remain and paint with rust inhibiting paint (black). M1.2 • AHU-2 existing and to remain. o Piping will be altered per M2.2 o New Coil drain and p-trap per detail on M6.0 • Remove and re-pipe existing piping as shown on drawing and shown in more detail on page M2.2 and M6.0. • AS-2 and ET-2 to be removed as per the drawing listed above. • CH-1 to be reconnected to main building loop as per the piping diagram on page M6.0 of the Iconergy drawings. • P-6, P-7, P-9, P-10, P-11, P-17 to be reused per the drawings and will have new seal kits installed on them. o Pumps will also have a differential pressure gauge added to each pump. • Relocate the glycol feeder GF-1 and make space for new, owner provided, Grundfos Inline Circulator pump P-1 in this location. o Pour new housekeeping pad as seen on page M2.2. • Connect BT-1 into hot water loop. M2.0 • AS-1 to remain, flush clean AS-1 as required. • Tryg group to provide and Install new Glycol Feeder GF-2 and Expansion Tank ET-2. Exact location will be coordinated in field by owner’s onsite representative. • Install new Grundfos Inline Circulator Pump P-2 (provided by owner) that will be for the solar heat exchanger HX-1. This will be installed in into existing HX supply pipe. o Install balancing valve, P/T ports, check valve, and strainer and clean as required. o Work with the balancer to set flow rate to 40 GPM or as per original HX-1 flow rate. • Existing air handling unit AHU-2 to be serviced and an annual PM performed on the unit. o Additional deficiencies found within unit will be presented and proposed in addition to this proposal and job cost to complete repairs. • Existing CWS/CWR piping to remain. Clean piping as required. Inspect all existing valves and appurtenances and replace damaged or leaking units. • Install new 1” cold water CW autofill for the new closed-circuit loop. • Provide and install new BFP valve, PRV, and submeter. Coordination with owner for installation. • Existing BT-1 relocated after location and coordination with owner. • Modify existing AHU-2 condensate drain per drawing on page M6.0, detail #4. M2.1 • Remove existing cooling tower and replace with a new, larger EVAPCO cooling tower (provided by owner) that will be piped as a closed-circuit tower. o Evapco model ESW4 9-33J12-SP o VFD will be replaced with like for like ABB model (VFD is to be provided by owner) • Connect existing closed-circuit condensing water (process water to 30% glycol solution) piping to new EVAPCO cooling tower CT-1. • Install new EVAPCO per manufacturer’s specifications and instructions. o Connect new cold-water CW to CT-1 as bleed water makeup. 1. Calculated bleed water rate, per drawings, for this CT-1 is 1.09 GPM. • Existing hot water supply and return HWS/HWR piping to be capped. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 www.tryggroup.com ● 720-636-TRYG (8794) PO Box 804 ● Golden, CO 80402 5195 West 58th Ave ● Unit D ● Arvada, CO 80002 • Existing condenser piping to be reused for process water. Inspect and clean existing piping. o Damaged, rusty, or dirty portions of piping beyond reasonable repair, will be replaced, as necessary. *An additional cost may be incurred if more than 10 linear feet of copper/black iron piping are found to need replacement within the stipulations of this project as described within the drawings. M2.2 • Work to rebalance the EAST ice rink to 100 GPM by TAB contractor. • Install new 3-way on/off valve to control flow to AHU-2 or to the main chilled water loop. (Valve to be provided by controls) • Install a second new 3-way valve to enable the option to bypass the main loop. (Valve to be provided by controls) • Install one (1) new expansion tank ET-1. Location to be coordinated with owner. • Re-pipe existing cold-water supply and return CHWS/CHWR loop to separate, existing pumps P-6 and P-7 from the newly installed pump P-3 shown on the drawing piping diagram on page M6.0. • Existing pump P-17 will be reused as the primary chiller CH-1 pump. • Install one (1) new Grundfos Inline Circulator Pump P-1 for the second chiller CH-2 as the primary pump for that chiller. • Relocated buffer tank BT-1 will be reused as a heating loop buffer. Exact location to be verified onsite with owner representative: o Connect new HWS/R piping to existing piping in location listed on this page of the drawing. All tie-ins for this work will be done to the main line with no branch lines included o Make connection to flow through main loop buffer tank. • Install capped flange for future buffer tank/s to be added later. Allows for future tanks to be tied in as a series. M6.0 • Connect new 4” CHWS/R to existing 4” CHWS/R piping as described within drawings. • Install new isolation valves as listed on drawings. • Install new balancing valve as described within drawings. • Disconnect existing 4” building loop from the existing CH-2 and install new 4” piping to close the loop as indicated within drawings. • Reuse existing glycol feeder GF-1. • CH-1 and CH-2 to be reused and the LWT set to: o CH-1: LWT 45 degrees Fahrenheit o CH-2: LWT 35 degrees Fahrenheit • AS-3 to be cleaned and reused. Clean the mesh screen, as necessary. Pipe air vent into the top of the glycol feeder GF-1. • Connect new 4” piping to existing chiller CH-2 as indicated by manufacturer’s installation instructions. • Connect existing 4” chiller CH-1 piping through existing pump P-17 to existing building loop. • Connect chiller CH-2 to main building loop upstream of chiller CH-1 connection. • Reconnect existing cooling coil of DHU-1 to building loop as shown in drawings. • Core existing slab under existing AHU-2 trap 6” below surface to provide space to install new P-trap as described in drawings. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 www.tryggroup.com ● 720-636-TRYG (8794) PO Box 804 ● Golden, CO 80402 5195 West 58th Ave ● Unit D ● Arvada, CO 80002 M6.1 • Install new pump P-2 for solar heat exchanger HX-1 in existing 2” HX supply pipe: o Install balancing valve, P/T ports, check valve, and strainer as required. 1. Balance flow rate to 40 GPM or as per the original HX-1 flow rate. • Install new I-beams as required to support new cooling tower as well as spring isolators. Paint with rust inhibiting paint (black). • Tryg group to provide and install new GF-2 (provided by owner) and fill system to 30% glycol level: o Tryg group price will include (4) 55-gallon drums of glycol. If more glycol is needed, additional cost will be incurred for the additional amount needed to get system to 30% glycol. • Install new expansion tank ET-2 as per drawings. • Install new ¾” CW for CT-1 spray system for bleed water makeup. Terminate at nearest floor drain via air gap: o 3-way diverting valve to be provided by others. • Install CT-1 per manufacturer’s installation instructions. Connect existing CWS/CWR piping to new CT-1. Make existing CWS/CWR piping a closed-circuit system with 30% glycol per Iconergy drawings. Inclusions: • Insulation added for exposed pipe is included. • Parts and materials as listed above. • Miscellaneous parts and materials required to complete the scope of work. • All necessary fees and permits required by state or local codes included. Exclusions: • After hours work – all work is to be done during normal business hours during the week of May 24. • No controls valves will be provided by TRYG. All control valves are to be provided by the controls contractor to be installed by TRYG Group • All controls or Building Automation work unless separate proposal is requested. • All Equipment other than the two new expansion tanks (ET-1 and ET-2) and the new glycol feeder (GF-2) is to be provided by the owner. This includes the new cooling tower, new pumps, and new VFD. • Pre-existing Equipment: All equipment being reused is assumed to be in good working order prior to removal. Repair or replacement of reused equipment is excluded outside of scope listed above • Temporary Cooling of any kind is excluded • Tryg Group will perform the disconnect and reconnect of the unit existing, as is, like for like. In the event of a unit being un-operational upon re-install by Tryg Group, upon request, can diagnose the unit for deficiencies and provide a proposal for repairs/replacement. • Dampers will not be replaced as a part of this proposal. Dampers will be converted to DDC via electronic actuation and is to be caried by the control’s contractor. An alternate cost can be provided for full damper replacement. • Asbestos or asbestos abatement • Any painting and/or drywall repairs DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 www.tryggroup.com ● 720-636-TRYG (8794) PO Box 804 ● Golden, CO 80402 5195 West 58th Ave ● Unit D ● Arvada, CO 80002 •Fire, smoke, and sound caulking •Any code violations requiring repairs not related to Tryg Group scope of work will be an additional charge. •Engineering or engineered drawings •Any work performed in addition to the scope of work set forth above will be performed on a time and materials basis pursuant to TRYG Group then-current rate schedule. Updated: Update to original proposal 1.Tryg Group has received addendum 1, 2, and 3 that was provided through BidNet platform. 2.TRYG Group now Carrying Glycol Feeder 2 3.Tryg Group is carrying the electrical contractor’s scope. 4.Test and balance (TAB) included for the closed loop system that Tryg group has been working on. TAB to be provided by Complete Mechanical Balancing, Inc. The TAB work will be completed as soon as the mechanical work is completed. 5.Sterling Crane has been carried by TRYG Group. 6.We assume on M6.1 that note 9 is supposed to say install new balance valve. We have included two (2) additional balance valves (one 4’’ and one 5’’) depicted that we believe this note is supposed to be referring to. Please let us know if this is not the case and we can deduct. All balance valves are manual, not automated, and will be set during commissioning. 7.No Scope is included for P-10 other than a seal kit. Please advise if additional scope is necessary. Payment Terms: Monthly Progress Billings and Final Invoice Due (net 30) Price: This scope of work above will be completed in a workmanlike manner according to the standard code of practices for the guaranteed price of $137,740.00 Respectfully Accepted by Tryg Group Steve DeWitt ____________________________________ Account Manager Company Name Steve@tryggroup.com DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 Official Purchasing Document Last updated 10/2017 Services Agreement Page 7 of 8 EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 Official Purchasing Document Last updated 10/2017 Services Agreement Page 8 of 8 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perf orm, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 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 4/13/2021 CCIG 155 Inverness Drive West Englewood CO 80112 Ginny Shaw 720-330-7903 720-330-7903 Denese.Brooks@thinkccig.com License#:45339 Continental Western Group 10804 TRYGGRO-01 Pinnacol Assurance 41190TrygGroup,LLC PO Box 804 Golden CO 80402 Berkley Assurance Company 39462 1777785135 A X 1,000,000 X 300,000 10,000 1,000,000 2,000,000 X X X CPA3258858 3/8/2021 3/8/2022 2,000,000 A 1,000,000 X X X CPA3258858 3/8/2021 3/8/2022 A X X 5,000,000CPA32588583/8/2021 3/8/2022 5,000,000 X 0 B X42291523/8/2021 3/1/2022 1,000,000 1,000,000 1,000,000 C Professional Liability PCXB50149800321 3/8/2021 3/8/2022 Limit Retention: 2,000,000 5,000 As required by written contract,City of Fort Collins is included as additional insured with respects to General Liability and Automobile Liability. City of Fort Collins PO Box 580 Fort Collins CO 80522 DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 70 182ofCOMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGEPART 2013Liberty Mutual Insurance CG 88 10 04 13 Page 1 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY - ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant’s Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 3 ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Policy Number BKS60851775 DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 71 182of608517750005872902013Liberty Mutual Insurance CG 88 10 04 13 Page 2 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1.It is not owned by any insured; 2.It is hired, chartered or loaned with a trained paid crew; 3.The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4.It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2)of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2)A watercraft you do not own that is: (a)Less than 52 feet long; and (b)Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY - ELEVATORS 1.Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity,Subparagraphs (3), (4)and (6)of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2.The following is added to Section IV - Commercial General Liability Conditions,Condition 4. Other Insurance,Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant’s Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1.Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability: a.The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3)and (4)of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i)Premises rented to you for a period of 7 or fewer consecutive days; or (ii)Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3)and (4)of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 72 182of2013Liberty Mutual Insurance CG 88 10 04 13 Page 3 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. b.The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c.through n.do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. 2.Paragraph 6.under Section III - Limits Of Insurance is replaced by the following: 6.Subject to Paragraph 5.above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a.Any one premise: (1)While rented to you; or (2)While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b.Contents that you rent or lease as part of a premises rental or lease agreement. 3.As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant’s Property Damage) -Paragraph 9.a.of Definitions is replaced with the following: 9.a.A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments,Subparagraph (b)of Paragraph a.is replaced by the following: (b)The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1.Under Supplementary Payments - Coverages A and B, Paragraph 1.b.is replaced by the following: b.Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2.Paragraph 1.d.is replaced by the following: d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1.Paragraph 2.under Section II - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a.Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 73 182of608517750005872902013Liberty Mutual Insurance CG 88 10 04 13 Page 4 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. b.Premises or facilities rented by you or used by you; or c.The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d.Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1)This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2)This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3)Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a)The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b)The construction, erection, or removal of elevators; or (c)The ownership, maintenance, or use of any elevators covered by this insurance. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a.above, a person’s or organization’s status as an additional insured under this endorsement ends when: (1)All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b.above, a person’s or organization’s status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c.above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b.of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 74 182of2013Liberty Mutual Insurance CG 88 10 04 13 Page 5 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 2.With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: a."Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b."Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c."Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1)The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2)Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d."Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e.Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3.With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the contract or agreement; or b.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a.The following is added to Paragraph a. Primary Insurance: If an additional insured’s policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured’s policy for damages we cover. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 75 182of608517750005872902013Liberty Mutual Insurance CG 88 10 04 13 Page 6 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. b.The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1.The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a.Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b.Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c.Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d.We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2.The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS / MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1)of Section II - Who Is An Insured is replaced with the following: (1)"Bodily injury" or "personal and advertising injury": (a)To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b)To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a)above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a)or (b)above; or (d)Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a)and (b)above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee’s" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 76 182of2013Liberty Mutual Insurance CG 88 10 04 13 Page 7 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J.is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3.of Section II - Who Is An Insured is replaced by the following: 3.Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b.Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c.Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d.Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions,the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions,the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1.of Section II - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V - Definitions,Definition 3.is replaced by the following: 3."Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 77 182of608517750005872902013Liberty Mutual Insurance CG 88 10 04 13 Page 8 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. P. EXTENDED PROPERTY DAMAGE Exclusion a.of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions,the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided: 1.You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2.The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 Policy Number BKS60851775 DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 AC 85 01 06 18 © 2017 Liberty Mutual Insurance Page 1 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER: COMMERCIAL AUTO AC 85 01 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGE INDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 13 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 4 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 21 AMENDED FELLOW EMPLOYEE EXCLUSION 6 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 15 BODILY INJURY REDEFINED 25 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 3 EXTRA EXPENSE – BROADENED COVERAGE 11 GLASS REPAIR – WAIVER OF DEDUCTIBLE 17 HIRED AUTO COVERAGE TERRITORY 23 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 7 LOAN / LEASE GAP (Coverage Not Available In New York) 16 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 2 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 18 PERSONAL EFFECTS COVERAGE 12 PHYSICAL DAMAGE – ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 9 PHYSICAL DAMAGE DEDUCTIBLE – VEHICLE TRACKING SYSTEM 14 PRIMARY AND NON–CONTRIBUTORY – WRITTEN CONTRACT OR WRITTEN AGREEMENT 24 RENTAL REIMBURSEMENT 10 SUPPLEMENTARY PAYMENTS 5 TOWING AND LABOR 8 TRAILERS – INCREASED LOAD CAPACITY 1 TWO OR MORE DEDUCTIBLES 19 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 20 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 22 SECTION I – COVERED AUTOS is amended as follows: 1. TRAILERS – INCREASED LOAD CAPACITY The following replaces Paragraph C.1. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I – COVERED AUTOS: BAS2160851775 DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 Page 2 of 9 © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. SECTION II – LIABILITY COVERAGE is amended as follows: 2. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II – LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an "insured" under any other automobile policy except a policy written specifically to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 3. EMPLOYEES AS INSUREDS SECTION II – LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee’s" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 4. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II – LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 AC 85 01 06 18 © 2017 Liberty Mutual Insurance Page 3 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 24, this policy is excess over any other collectible insurance. 5. SUPPLEMENTARY PAYMENTS SECTION II – LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. 6. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II – LIABILITY, Exclusion B.5. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of "loss". This coverage is excess over any other collectible insurance. SECTION III – PHYSICAL DAMAGE COVERAGE is amended as follows: 7. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III – PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or b. Your "employee" hires or rents under a written contract or agreement in that "employee’s" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 Page 4 of 9 © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee’s" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 8. TOWING AND LABOR SECTION III – PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks", we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 – 20,000 pounds. However, the labor must be performed at the place of disablement. 9. PHYSICAL DAMAGE – ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III – PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500. 10. RENTAL REIMBURSEMENT SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lesser vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 AC 85 01 06 18 © 2017 Liberty Mutual Insurance Page 5 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. f. No deductible applies to this coverage. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 12.B. 11. EXTRA EXPENSE – BROADENED COVERAGE Under SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 12. PERSONAL EFFECTS COVERAGE A. SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V – DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 13. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III – PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer’s warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. 14. PHYSICAL DAMAGE DEDUCTIBLE – VEHICLE TRACKING SYSTEM SECTION III – PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. 15. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III – PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclusions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is: DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 Page 6 of 9 © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 16. LOAN / LEASE GAP COVERAGE (Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III – PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss"; b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a "Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto"; g. Security deposits not refunded by a lessor; h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; i. Any amount representing taxes; j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss". DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 AC 85 01 06 18 © 2017 Liberty Mutual Insurance Page 7 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. C. SECTION V – DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 17. GLASS REPAIR – WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III – PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 18. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III – PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 19. TWO OR MORE DEDUCTIBLES Under SECTION III – PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 Page 8 of 9 © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. SECTION IV – BUSINESS AUTO CONDITIONS is amended as follows: 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV– BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 21. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS SECTION IV – BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a) How, when and where the "accident" or "loss" took place; (b) The "insured's" name and address; and (c) The names and addresses of any injured persons and witnesses. 22. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV – BUSINESS AUTO CONDITIONS, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. 23. HIRED AUTO COVERAGE TERRITORY SECTION IV – BUSINESS AUTO CONDITIONS, Paragraph B.7. Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured’s" responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 AC 85 01 06 18 © 2017 Liberty Mutual Insurance Page 9 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 24. PRIMARY AND NON–CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT The following is added to SECTION IV – BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V – DEFINITIONS is amended as follows: 25. BODILY INJURY REDEFINED Under SECTION V – DEFINITIONS, Definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2 DocuSign Envelope ID: B74A1C46-0BF1-496F-9AAE-228EC091A8E2