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HomeMy WebLinkAbout9242 CONTRACT & WO1Official Purchasing Document Last updated 10/2017 RFP 9242 Benchmarking and On-Demand Help Center Services Page 1 of 13 SERVICES AGREEMENT WORK ORDER TYPE 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 OVERLAY, LLC., 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. Services to be Performed. a. This Agreement shall constitute the basic agreement between the parties for services for Energy Star portfolio manager benchmarking and on-demand help center services. The conditions set forth herein shall apply to all services performed by the Service Provider on behalf of the City and particularly described in Work Orders agreed upon in writing by the parties from time to time. Such Work Orders, a sample of which is attached hereto as Exhibit A, consisting of two (2) pages and incorporated herein by this reference, shall include a description of the services to be performed, the location and time for performance, the amount of payment, any materials to be supplied by the City and any other special circumstances relating to the performance of services. The only services authorized under this Agreement are those which are performed after receipt of such Work Order, except in emergency circumstances where oral work requests may be issued. Oral requests for emergency actions will be confirmed by issuance of a written Work Order within two (2) working days. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. b. The City may, at any time during the term of a particular Work Order and without invalidating such Work Order, make changes to the scope of the particular services. Such changes shall be agreed upon in writing by the parties by Change Order, a sample of which is attached hereto as Exhibit B, consisting of one (1) page and incorporated herein by this reference. 2. Changes in the Work. The City reserves the right to independently bid any services rather than issuing work to the Service Provider pursuant to this Agreement. Nothing within this Agreement shall obligate the City to have any particular service performed by the Service Provider. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified by each written Work Order or oral emergency service request. Oral emergency service requests will be acted upon without waiting for a written Work Order. Time is of the essence. DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 Official Purchasing Document Last updated 10/2017 RFP 9242 Benchmarking and On-Demand Help Center Services Page 2 of 13 4. Contract Period. This Agreement shall commence February 1, 2021 and shall continue in full force and effect until January 21, 2022, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one-year periods not to exceed four (4) additional one-year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 5. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without is 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. 6. Early Termination by City/Notices. 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 mailed 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 address: Service Provider: City: Copy to: Overlay, LLC. Attn: Jonathan Dierking 1635 Blake St. Suite 200 Denver, CO 80202 City of Fort Collins Attn: Kirk Longstein 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 termination date, 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. 7. Contract Sum. This is an open-end indefinite quantity Agreement with no fixed price. The actual amount of work to be performed will be stated on the individual Work Orders. The City makes no guarantee as to the number of Work Orders that may be issued or the actual amount of services which will in fact be requested. 8. Payments. The City agrees to pay, and the Service Provider agrees to accept as full payment for all services performed and all materials furnished and for all costs and expenses incurred in the performance of the services in accordance with the applicable Work Order. The Service Provider shall submit invoices on a monthly basis to invoices@fcgov.com Payment shall be made for all undisputed invoice Net 30 days from the date of the invoice. DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 Official Purchasing Document Last updated 10/2017 RFP 9242 Benchmarking and On-Demand Help Center Services Page 3 of 13 9. City Representative. The City's representative will be shown on the specific Work Order and shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the work requested. All requests concerning this Agreement shall be directed to the City Representative. 10. Independent Contractor. It is agreed that in the performance of any services hereunder, the Service Provider is an independent contractor responsible to the City only as to the results to be obtained in the particular work assignment and to the extent that the work shall be done in accordance with the terms, plans and specifications furnished by the City. 11. 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. 12. 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. 13. 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 under the Agreement or of any cause of action arising out of the performance of this Agreement. 14. 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 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 DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 Official Purchasing Document Last updated 10/2017 RFP 9242 Benchmarking and On-Demand Help Center Services Page 4 of 13 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. 15. 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. 16. 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. 17. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representative, successors and assigns of said parties. 18. 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 to 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 under this Agreement of the type and with the limits specified within Exhibit C, 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. 19. Entire Agreement. 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. DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 Official Purchasing Document Last updated 10/2017 RFP 9242 Benchmarking and On-Demand Help Center Services Page 5 of 13 20. Law/Severability. This Agreement shall be governed in all respect by the laws of the State of Colorado. 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. 21. 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 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. DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 Official Purchasing Document Last updated 10/2017 RFP 9242 Benchmarking and On-Demand Help Center Services Page 6 of 13 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 Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit D - Confidentiality consisting of three (3) pages, attached hereto and incorporated herein by this reference. THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: ATTEST: APPROVED AS TO FORM: OVERLAY, LLC. By: Jonathan Dierking, CEO Date: DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 2/2/2021 Assistant City Attorney ll 2/2/2021 City Clerk Official Purchasing Document Last updated 10/2017 RFP 9242 Benchmarking and On-Demand Help Center Services Page 7 of 13 EXHIBIT A WORK ORDER FORM PURSUANT TO A MASTER AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND OVERLAY, LLC. WORK ORDER NUMBER: PROJECT TITLE: ORIGINAL BID/RFP NUMBER & NAME: 9242 Energy Star Portfolio Management- Benchmarking and On-Demand Help Center Services MASTER AGREEMENT EFFECTIVE DATE: February 1, 2021 CITY REPRESENTATIVE: Kirk Longstein WORK ORDER COMMENCEMENT DATE: WORK ORDER COMPLETION DATE: MAXIMUM FEE: (time and reimbursable direct costs): PROJECT DESCRIPTION/SCOPE OF SERVICES: Service Provider agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Master Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Master Agreement and this Work Order (including the attached forms) the Master Agreement shall control. The attached forms consisting of ( ) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given after all parties have signed this document. SERVICE PROVIDER: OVERLAY, LLC. By: Date: Jonathan Dierking, CEO DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 Official Purchasing Document Last updated 10/2017 RFP 9242 Benchmarking and On-Demand Help Center Services Page 8 of 13 CITY’S ACCEPTANCE & EXECUTION: This Work Order and the attached Contract Documents are hereby accepted and incorporated herein by this reference. ACCEPTANCE: Date: Kirk Longstein, Project Manager REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 Official Purchasing Document Last updated 10/2017 RFP 9242 Benchmarking and On-Demand Help Center Services Page 9 of 13 EXHIBIT B CHANGE ORDER NO. PROJECT TITLE: SERVICE PROVIDER: Company Name WORK ORDER NUMBER: PO NUMBER: DESCRIPTION: 1. Reason for Change: Why is the change required? 2. Description of Change: Provide details of the changes to the Work 3. Change in Work Order Price: 4. Change in Work Order Time: ORIGINAL WORK ORDER PRICE $ .00 TOTAL APPROVED CHANGE ORDER .00 TOTAL PENDING CHANGE ORDER .00 TOTAL THIS CHANGE ORDER .00 TOTAL % OF THIS CHANGE ORDER % TOTAL C.O.% OF ORIGINAL WORK ORDER % ADJUSTED WORK ORDER COST $ .00 SERVICE PROVIDER: Company Name By: Date: Name: Title: ACCEPTANCE: Date: Name, Project Manager REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Name, Title ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 Official Purchasing Document Last updated 10/2017 RFP 9242 Benchmarking and On-Demand Help Center Services Page 10 of 13 EXHIBIT C 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: 455B6E77-B9F7-4FB2-8161-709EF19907C6 Official Purchasing Document Last updated 10/2017 RFP 9242 Benchmarking and On-Demand Help Center Services Page 11 of 13 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by Professional under this Agreement, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this Agreement, the party who owns the confidential information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s confidential information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this Agreement refers to information which is not public and/or is proprietary and includes by way of example, but without limitation, City customer information, utility data, service billing records, customer equipment information, location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, and ideas. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, Professional shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the City, including but not limited to account, address, billing, consumption, contact and other customer data. In the case of disclosure in non- documentary form of non-customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information disclosed to the other party prior to the execution of this Agreement and related to the services for which Professional has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this Agreement with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this Agreement and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The City and Professional shall cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this section, which shall survive this Agreement as an on-going obligation of the Parties. Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, other than in the performance of obligations under this Agreement. DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 Official Purchasing Document Last updated 10/2017 RFP 9242 Benchmarking and On-Demand Help Center Services Page 12 of 13 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party (1) was generally known to the public through no wrongful act of the Receiving Party; (2) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (3) has been approved for release by a written authorization by the other party hereto; or (4) has been disclosed pursuant to a requirement of a governmental agency or by operation of law. 5. Required Disclosure. If the Receiving Party is required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with prompt notice of such request, so the Disclosing Party may seek an appropriate protective order or waive the Receiving Party’s compliance with this Agreement. The Receiving Party shall furnish a copy of this Agreement with any disclosure. 6. Notwithstanding paragraph 5, Professional shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required or authorized in writing by the City. 7. Red Flags Rules. Professional must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, Professional must take appropriate steps to mitigate identity theft if it occurs with one or more of the City’s covered accounts and must as expeditiously as possible notify the City in writing of significant breeches of security or Red Flags to the City. 8. Data Protection and Data Security. In addition to the requirements of paragraph 7, Professional shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of utility and customer information and shall have written agreements requiring any subcontractor to meet those standards. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit. a) Professional’s information security safeguards shall address the following elements: • Data Storage, Backups and Disposal • Logical Access Control (e.g., Role-Based) • Information Classification and Handling • Secure Data Transfer (SFTP and Data Transfer Specification) • Secure Web Communications • Network and Security Monitoring • Application Development Security DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 Official Purchasing Document Last updated 10/2017 RFP 9242 Benchmarking and On-Demand Help Center Services Page 13 of 13 • Application Security Controls and Procedures (User Authentication, Security Controls, and Security Procedures, Policies and Logging) • Incident Response • Vulnerability Assessments • Hosted Services • Personnel Security b) Subcontractors. Professional may use subcontractors, though such activity shall not release or absolve Professional from the obligation to satisfy all conditions of this Agreement, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Customer Data received, for any subcontractor Professional may use. Accordingly, any release of data, confidential information, or failure to protect information under this Agreement by a subcontractor or affiliated party shall be attributed to Professional and may be considered to be a material breach of this Agreement. 9. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the Professional can ensure security for the Confidential Information so stored. Workstations or laptops to be used in the Work will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 10. The Agreement not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Work and at any time thereafter unless specifically authorized by the City in writing. 11. If Professional breaches this Agreement, in the City’s sole discretion, the City may immediately terminate this Agreement and withdraw Professional’s right to access Confidential Information. 12. Notwithstanding any other provision of this Agreement, all material, i.e., various physical forms of media in which Confidential Information is contained, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon such return of physical records, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer available to the Receiving Party. Written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. 13. Professional acknowledges that the City may, based upon the representations made in this Agreement, disclose security information that is critical to the continued success of the City’s business. Accordingly, Professional agrees that the City does not have an adequate remedy at law for breach of this Agreement and therefore, the City shall be entitled, as a non- exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this Agreement. DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 Official Purchasing Document Last updated 10/2017 RFP 9242 Benchmarking and On-Demand Help Center Services Page 1 of 8 EXHIBIT A WORK ORDER FORM PURSUANT TO A MASTER AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND OVERLAY, LLC WORK ORDER NUMBER: 1 PROJECT TITLE: 2021 Help Center Support Services ORIGINAL BID/RFP NUMBER & NAME: 9242 Energy Star Portfolio Management – Benchmarking and On-Demand Help Center Services MASTER AGREEMENT EFFECTIVE DATE: February 1, 2021 CITY REPRESENTATIVE: Kirk Longstein WORK ORDER COMMENCEMENT DATE: February 1, 2021 WORK ORDER COMPLETION DATE: December 31, 2021 MAXIMUM FEE: (time and reimbursable direct costs): $45,000 PROJECT DESCRIPTION/SCOPE OF SERVICES: See attached Scope of Services Service Provider agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Master Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Master Agreement and this Work Order (including the attached forms) the Master Agreement shall control. The attached forms consisting of six (6) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given after all parties have signed this document. SERVICE PROVIDER: OVERLAY, LLC. By: Date: Jonathan Dierking, CEO DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 2/2/2021 Official Purchasing Document Last updated 10/2017 RFP 9242 Benchmarking and On-Demand Help Center Services Page 2 of 8 CITY’S ACCEPTANCE & EXECUTION: This Work Order and the attached Contract Documents are hereby accepted and incorporated herein by this reference. ACCEPTANCE: Date: Kirk Longstein, Project Manager REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 2/2/2021 2/2/2021 RFP 9242 Benchmarking and On-Demand Help Center Services SCOPE OF SERVICES A. BENCHMARKING HELP CENTER SCOPE OF WORK The following details the Benchmarking and Help Center management scope of work Overlay Consulting will provide for 2021. HELP CENTER ADMINISTRATION Compliance Guidelines and Checklists The Overlay Team will begin this phase by enhancing existing or developing new program informational materials for outreach as well as building owner education. We recommend materials include, but are not limited to: • Program overview fact sheet • Step-by-step compliance instructions o Portfolio Manager details o Auto energy data upload integration with Fort Collins Utilities, Xcel Energy (or other local utility) o How to report to the City • Update informational PowerPoint presentations for building owners o Coordination with EnergyStar staff, where possible • Update training PowerPoint for city staff and local energy efficiency consulting companies • Overlay will develop a six-part online YouTube training video series provided to building owners to help walk them through the benchmarking process. This training series will be customized to match Fort Collins specific ordinance requirements and utility auto upload details. Overlay will develop drafts for all of the aforementioned materials, which will be reviewed and approved by county and city staff for comment and approval. Communication Channel Setup The Overlay Team will support the management of the Help Center and track all communication and data. We propose the Fort Collins help center call-in number be directed to Overlay Help Center staff. We will also manage the single master Fort Collins benchmarking help center email account. Emails will be channeled through the benchmarking database tracking tool using the master email address, but personalized communication from individual Help Center staff may be preferred to provide better individual customer service. Training Manual and Process Flow Development Overlay will update process flows for all major activities that will be executed by Help Center staff. This may include, but are not limited to: • Inputting data into the benchmarking data tracking system • When and how to respond to questions • Customer question escalation procedures • Notification delivery procedures (approved, denied, missing data, exempt etc.) DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 RFP 9242 Benchmarking and On-Demand Help Center Services Overlay will also create an internal Help Center staff training manual and PowerPoint to address all aspects of the position including how to utilize the different process flow charts as well as the script language to be used during building owner interactions. Communication Script Development The Overlay Team will utilize and update, as needed, email, direct letter and call scripts for help center staff to utilize when communicating with building owners and managers. Script language and documents will be updated, as needed, for addressing the following building owner touch points. • Regularly received call questions (i.e.) o How do I use Portfolio Manager? o Where do I obtain by utility data? o How do I submit for certification? o Is there a penalty for not submitting? • Script for out-going non-compliance phone calls o Address both missing data or missed deadline • Standardized email responses o Address similar questions as to be developed for phone calls • Define a process for escalating more complex questions to City staff Help Center Administration Overlay will provide ongoing Help Center Administration. The Help Center will be staffed with trained sustainability consultants from 9:00am – 5:00pm, Monday through Friday. The Help Center will be regularly staffed by one sustainability consultant. Additional representatives will be added during peak periods, as needed. All phone calls and emails received through the Help Center will be answered directly or responded to within 24 hours. Communications received at the end of the day on Friday or over the weekend will be responded to on Monday, at the latest. Our Help Center staff will utilize screen sharing technology to easily identify submission issues and correct building owner problems in real-time. Our staff will also coordinate with Fort Collins and all other local Utilities to facilitate auto utility data uploads, where possible. All building owner communication will be tracked through the benchmarking data tracking system for both emails and phone calls. Help Center staff will have access to all past communication notes and emails to better assist building owners. Help Center staff will also be available to create custom reports within the benchmarking data tracking system for Fort Collins staff to utilize on an ongoing basis. Submission Management Help Center Staff will receive, track and manage all building owner compliance submissions. Submission approval, denial, and requests for additional information will be tracked by Help Canter staff within the benchmarking data tracking system. Upon receiving building owner submittals, Help Center stall will respond within 24 hours with the appropriate approval notification or non-compliance email. Emails will be sent directly from the benchmarking data tracking system for tracking purposes and will utilize the City’s letter head / signature line. DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 RFP 9242 Benchmarking and On-Demand Help Center Services Help Center Staff will also call building owners who have non-compliant submissions directly and personally walk them through the reason for non-compliance and the appropriate steps required for approval. Help Center Staff will also respond within 2-days to all building owner exemption requests. Building Owner Data Updates Through the course of providing help center outreach and submission support, staff may receive updated building and/or owner data. Help center staff will continually update the benchmarking data tracking system to reflect this new data. For parcels with multiple qualifying buildings, help center staff will work with the City to assign new Benchmarking ID’s when necessary for compliance tracking purposes. On an annual basis, Help Center staff will work with the city to update the covered building’s list to include any newly constructed buildings as well as capture new contact information for buildings that have changed ownership. Newly constructed buildings will be assigned new benchmarking ID’s. This will include obtaining information from the City Assessor and formatting for upload into the benchmarking data tracking system. Training Overlay will also support both web-based and in-person trainings. Trainings will be both presentation and interactive help sessions to achieve the most effective results. We propose delivering two virtual trainings (due to COVID) per month for the two months prior to submission deadlines. We will look to coordinate, when possible, with representatives from Energy Star, Fort Collins utilities and Xcel Energy. Compliance Outreach Help Center Staff will perform Outreach activities to help educate building owners on compliance requirements. This will include email blasts and direct phone calls. We will support direct mailings through the development of content and building address lists. It is expected that the City will cover all costs associated with printing and direct mailer postage. We recommend the following direct outreach activities. Email Blast Schedule • Initial Compliance Notice (Annually) • Warning Notice of Violation Email (Annually) • Monthly Compliance Reminder (x2) (First Two Months) • Two Weeks Out Compliance Reminder • One Week Out Compliance Reminder • Bi-Weekly Pending Resubmit Reminder (x6) • Bi-Weekly Invalid ID Reminder (x6) • Extension Reminder (if applicable) (x2) • Loss of Exemption Reminder (x2) Physical Mailer Schedule • Initial Compliance Notice • Warning Notice of Violation Mailer Mailer production and distribution costs to be covered by the City. DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 RFP 9242 Benchmarking and On-Demand Help Center Services Phone Outreach • After the compliance deadline, staff will call all non-compliant building owners. o Promote ‘How to Benchmark’ training documents or benchmarking services during calls o If deemed necessary, a 2nd round of non-compliance calls will be made to building owners who have yet to submit 2 months after the submittal deadline. Overlay will target achieving a compliance rate of 90%. B. BENCHMARKING AND REPORTING SERVICES Overlay, when requested, will support individual building owners providing building owner paid for full building benchmarking and reporting services. This will include performing all building benchmarking tasks on behalf of the building owner. Overlay will contract directly with building owners when providing this service. We propose to work with the city to identity at what point do help center staff r ecommend full benchmarking paid services. At a high level our benchmarking consultants will provide the following. Complete Energy Star Portfolio Manager Report • Task 1: Collect General Building Information o Gather overall building specifications including, size, floor area, main use, energy using systems, etc. required for Energy Star Portfolio Manager • Task 2: Energy Star Portfolio Manager account setup / update • Task 3: Collect / coordinate utility bill information and setup auto-upload with Portfolio Manager when available • Task 4: Input all required data into Energy Star Portfolio Manager online account • Task 5: Validate data utilizing the ESPM Data Quality Checker ESPM Report Submittal • Portfolio Manager Report submittal to the City of Fort Collins Portfolio Manager data request. • Correct any issues identified by the Fort Collins data management QA/QC system and resubmit Fort Collins Status Reporting • Provide periodic updates to Fort Collins staff on status of building owners who have requested services. Quarterly reports must include the following metrics: o Number of Help Center call and emails received o Number of Help Center calls and emails made ▪ Total and by building ID o Percent first call/email solution vs. multiple call/email solution o Number of call/emails unable to resolve and escalation to Fort Collins staff o Duration a building is in pending resubmittal status o Duration from 1st communication to In Compliance status via Touchstone DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 RFP 9242 Benchmarking and On-Demand Help Center Services C. SCHEDULE Overlay proposes the follow project implementation schedule for delivery of the 2021 benchmarking help center services. ID Task Name Duration Start Finish 1 Fort Collins Benchmarking Help Center Support Services 2 3 Internal staff training on Fort Collins Program specifics 1 day Mon 2/1/21Mon 2/1/21 4 Guidelines & Reporting Requirements 1 day Mon 2/1/21 Mon 2/1/21 5 Utility Auto upload process 1 day Mon 2/1/21 Mon 2/1/21 6 Building ID lookup / identification process 1 day Mon 2/1/21 Mon 2/1/21 7 8 Update / Develop Additional Building Owner Support Resources 10 days Mon 2/1/21Fri 2/12/21 9 Develop program 1-page Step-by-step sheet 5 days Mon 2/1/21 Fri 2/5/21 10 Develop 6 part How to benchmark video series 10 days Mon 2/1/21 Fri 2/12/21 11 12 Help Center Management 240 days Mon 2/1/21Fri 12/31/21 13 Fort Collins Help Center email forward to Overlay (or direct access)5 days Mon 2/1/21 Fri 2/5/21 14 Setup computer sharing tool for Fort Collins use 5 days Mon 2/1/21 Fri 2/5/21 15 Port Fort Collins Help Center Call line to Overlay 5 days Mon 2/1/21 Fri 2/5/21 16 Overlay Help Center staff manage phone & email communications 235 days Mon 2/8/21 Fri 12/31/21 17 Inbound and outbound phone communication management 235 days Mon 2/8/21 Fri 12/31/21 18 Inbound and outbound email communication management 235 days Mon 2/8/21 Fri 12/31/21 19 Continual tracking of all interactions within Touchstone 235 days Mon 2/8/21 Fri 12/31/21 20 21 Outreach / Communication Management 129 days Mon 1/4/21Thu 7/1/21 22 Compliance Notice Paper Mail 64 days Mon 1/4/21 Thu 4/1/21 23 Create Mailing List and Letter Template 5 days Mon 1/4/21 Fri 1/8/21 24 Mailing List Draft Sent to Fort Collins for Review 1 day Fri 1/8/21 Fri 1/8/21 25 Notice 1 ‐ Draft 1 day Fri 1/8/21 Fri 1/8/21 26 Notice 1 ‐ Review 3 days Fri 1/8/21 Tue 1/12/21 27 Notice 1 ‐ To Printer 1 day Wed 1/13/21Wed 1/13/21 28 Notice 2 ‐ Draft 1 day Wed 2/3/21 Wed 2/3/21 29 Notice 2 ‐ Review 2 days Wed 2/3/21 Thu 2/4/21 30 Notice 2 ‐ Mailing List 1 day Fri 2/5/21 Fri 2/5/21 31 Notice of Viloation - Draft 1 day Mon 2/22/21Mon 2/22/21 32 Notice of Viloation - Review 3 days Mon 2/22/21Wed 2/24/21 33 Notice of Viloation - To Printer 1 day Thu 4/1/21 Thu 4/1/21 34 35 Email outreach schedule and Management 57 days Wed 1/13/21Thu 4/1/21 36 Initial Compliance Notice (Annually)1 day Wed 1/13/21Wed 1/13/21 37 Notice of Need to Comply Warning 1 day Mon 3/1/21 Mon 3/1/21 38 Warning Notice of Violation Email (Annually)1 day Thu 4/1/21 Thu 4/1/21 39 Monthly Compliance Reminder (x2) (First Two Months)34 days Wed 1/13/21Mon 3/1/21 40 Two Weeks Out Compliance Reminder 1 day Mon 2/15/21Mon 2/15/21 41 One Week Out Compliance Reminder 1 day Sun 2/21/21Sun 2/21/21 42 Bi-Weekly Pending Resubmit Reminder (x6)55 days Fri 1/15/21 Thu 4/1/21 43 Bi-Weekly Invalid ID Reminder (x6)55 days Fri 1/15/21 Thu 4/1/21 44 Extension Reminder (if applicable) (x2)55 days Fri 1/15/21 Thu 4/1/21 45 Loss of Exemption Reminder (x2)55 days Fri 1/15/21 Thu 4/1/21 46 47 Training Webinars or In-person 55 days Fri 1/15/21 Thu 4/1/21 48 How to Benchmark 55 days Fri 1/15/21 Thu 4/1/21 49 MyData / Automated Benchmarking 55 days Fri 1/15/21 Thu 4/1/21 50 51 Direct Phone Outreach 23 days Mon 3/1/21Wed 3/31/21 52 Research missing "Not Submitted" contact info 5 days Mon 3/1/21 Fri 3/5/21 53 Targeted phone outreach to "Not Submitted" buildings 11 days Fri 3/5/21 Fri 3/19/21 54 2nd round of targeted phone outreach to "Not Submitted" buildings 9 days Fri 3/19/21 Wed 3/31/21 55 56 Scorecard Outreach 56 days Thu 4/15/21Thu 7/1/21 57 Confirm draft & finalize scorecard design 1 day Thu 4/15/21Thu 4/15/21 58 Initiate scorecard email deliver 1 day Sat 5/1/21 Sat 5/1/21 59 manage help center questions related to scorecards 45 days Sat 5/1/21 Thu 7/1/21 60 one-on-one meetings with building owners to review results (as-needed) 45 days Sat 5/1/21 Thu 7/1/21 W T F S S M T W T F S S M T W T F S S M T W T F S S M T W T F S S M T W T F S S M T W T F S S M T W T F S S M T W T F S S M T W T F Jan 24, '21 Jan 31, '21 Feb 7, '21 Feb 14, '21 Feb 21, '21 Feb 28, '21 Mar 7, '21 Mar 14, '21 Mar 21, '21 Mar 28, '21 DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 RFP 9242 Benchmarking and On-Demand Help Center Services C. COST Overlay proposed the following hourly rates for help center support services with a 2021 implementation year not-to-exceed amount of $45,000. A flat fixed fee of $800 per building will be set for building owners requesting full benchmarking services. These services will be paid directly by building owners. HELP CENTER SUPPORT SERVICES Ad Hoc Help Center Function Staff Title Hourly Rate Produce compliance guides and checklists Program Manager $100.00 Provide technical assistance by phone and email to Building Owners and managers seeking support Sustainability Consultant $60.00 Track all contacts and interactions with Building Owners and managers Sustainability Consultant $60.00 Notify Building Owners and managers of ordinance requirements Sustainability Consultant $60.00 Offer drop-in appointments for Building Owners and managers Sustainability Consultant $60.00 Direct Building Owners and managers to utility programs, incentives, and other resources that can help them improve their performance. Sustainability Consultant $60.00 Provide presentations or trainings on benchmarking and compliance Program Manager $100.00 BENCHMARKING AND REPORTING SERVICES Property Use Types (size & type) > 50,000 SF > 20,000 SF > 10,000 SF > 5,000 SF Office $800.00 $800.00 $800.00 $800.00 Retail $800.00 $800.00 $800.00 $800.00 Multifamily Campus $800.00 $800.00 $800.00 $800.00 Other $800.00 $800.00 $800.00 $800.00 DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 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 8/28/2020 AssuredPartners |Hall &Company 19660 10th Ave NE Poulsbo WA 98370 John Dewing 360-626-2011 360-626-2011 john.dewing@assuredpartners.com RLI INSURANCE COMPANY 13056 OVERLAY-01 Hartford Accident and Indemnity Company 22357OverlayLLC 1635 Blake Street,Ste 200 Denver CO 80202 556634880 A X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X PSB0005622 8/1/2020 8/1/2021 4,000,000 A 1,000,000 X X X PSA0002076 8/1/2020 8/1/2021 A X 5,000,000 X PSE0002471 8/1/2020 8/1/2021 5,000,000 A XPSW00032368/1/2020 8/1/2021 1,000,000 1,000,000 1,000,000 A B Professional Liab;Claims Made Employee Theft -Client Premises RDP0040612 52BDDHY1544 8/1/2020 7/2/2020 8/1/2021 7/2/2021 Per Claim Aggregate Limit of Insurance 2,000,000 2,000,000 1,000,000 The certificate holder is an additional insured per the attached. City of Fort Collins is included as an Additional Insured with respect to General Liability and Auto Liability as required by written contract.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 City of Fort Collins PO Box 580 Fort Collings CO 80522 DocuSign Envelope ID: DB618264-9EAF-4C44-BD68-CCE253DEC739DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 Policy Number: RLI Insurance Company Named Insured: PPA 300 03 13 Page 1 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured B. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair Waiver Of Deductible I. Personal Effects Coverage J. Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage Loss Of Use L. Hired Car Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition Mental Anguish O. Airbag Coverage P. Amended Insured Contract Definition Railroad Easement Q. Coverage Extensions Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage DocuSign Envelope ID: DB618264-9EAF-4C44-BD68-CCE253DEC739DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 PPA 300 03 13 Page 2 of 5 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus-iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any employee of yours is an insured while using a covered auto you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the bodily injury or property damage occurs is an insured for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an insured under the Who Is An Insured provision contained in SECTION II COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the verage if you are required to do so in a contract or agreement that is executed by you before the bodily injury or property damage occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any accident or loss , provided that the accident or loss arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered autos you own: (1) Any covered auto you lease, hire, rent or borrow; and (2) Any covered auto hired or rented by your employee under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. However, any auto that is leased, hired, rented or borrowed with a driver is not a covered auto . F. Fellow Employee Coverage SECTION II COVERED AUTOS LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insurance in-force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION III PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total loss to a covered auto shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered auto , less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the loss ; DocuSign Envelope ID: DB618264-9EAF-4C44-BD68-CCE253DEC739DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 PPA 300 03 13 Page 3 of 5 b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage. c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. H. Glass Repair Waiver Of Deductible SECTION III PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following: No deductible for a covered auto will apply to glass damage if the glass is repaired rather than replaced. I. Personal Effects Coverage The following is added to SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: c.Personal Effects Coverage In the event of a total theft loss of your covered auto we will pay up to $400 for loss to wearing apparel and other personal effects which are: (1) Owned by an insured ; and (2) In or on your covered auto ; No deductible applies to Personal Effects Coverage. J. Hired Auto Physical Damage Coverage The following is added to SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: d. Hired Auto Physical Damage Coverage If hired autos are covered autos for Liability Coverage and this policy also provides Physical Damage Coverage for an owned auto , then the Physical Damage Coverage is extended to autos that you hire, rent or borrow subject to the following: (1) The most we will pay for loss in any one accident to a hired, rented or borrowed auto is the lesser of: (a) $60,000 (b) The actual cash value of the damaged or stolen property as of the time of the loss ; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made in the event of a total loss . (3) If a repair or replacement results in better than like kind or quality, we will not pay for the betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned auto will apply. (5) This Coverage Extension will not apply to: (a) Any auto that is hired, rented or borrowed with a driver; or (b) Any auto that is hired, rented or borrowed from your employee . K. Hired Auto Physical Damage Loss Of Use The following is added to SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: e. We will pay sums which you legally must pay to the lessor of a covered auto which you have leased without a driver for thirty (30) days or less auto , provided: (1) This insurance provides comprehensive, specified causes of loss or collision covered on the covered auto ; (2) The loss of use results from the covered auto being damaged in an accident while you are leasing it. We will pay up to a maximum limit of $1,500 for this covered extension. L. Hired Car Worldwide Coverage The following is added to SECTION II COVERED AUTOS LIABILITY COVERAGE, A.2. Coverage Extensions: f. Hired Car Worldwide Coverage (1) We will pay all sums an insured legally must pay as damages because of bodily injury or property damage to which this insurance applies, caused by an accident which occurs outside of the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada resulting from the maintenance, or use of any covered auto of the private passenger type you lease, hire, rent or borrow without a driver for thirty (30) days or less. (2) With respect to any claim made or suit instituted outside the United States of America, the territories and possessions of the United States of America, Puerto Rico, and Canada: DocuSign Envelope ID: DB618264-9EAF-4C44-BD68-CCE253DEC739DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 PPA 300 03 13 Page 4 of 5 (a) You shall undertake the investigation, settlement and defense of such claims and suits and keep us advised of all proceedings and actions. (b) You will not make any settlement without our consent. (c) We will reimburse you: (i) For the amount of damages be- cause of liability imposed upon you by law on account of bodily injury or property damage to which this insurance applies, and (ii) For all reasonable expenses incurred with our consent in connection with the investigation, settlement or defense of such claims or suits Reimbursement for expenses will be part of the Limit of Insurance for liability coverage shown in the Business Auto Coverage Declarations, and not in addition to such limits. (3) The limit of Insurance for Liability Coverage shown in the Business Auto Coverage Declarations is the most we will reimburse you for the sum of all damages imposed on you, as set forth in paragraph 2.c. above, and all expenses incurred by you arising out of any single accident or loss (4) You must maintain the greater of the follow- ing primary auto liability insurance limits: (a) Compulsory admitted insurance with limits required to be in force to satisfy the legal requirements of the jurisdiction where the accident occurs; or (b) Insurance limits required by law and issued by a government entity or by an insurer licensed or permitted by law to do business in the jurisdiction where the accident occurs; or (c) Auto liability insurance limits of at least $300,000 combined single limit or $100,000 per person/$300,000 per acci- dent Bodily Injury, $100,000 Property Damage. If you fail to comply with the above, this insurance is not invalidated. However, in the event of a loss , we will pay only to the extent that we would have been liable had you so complied. (5) The insurance provided by this coverage extension is excess over any other collec- tible insurance available to you whether on a primary, excess contingent or any other basis. M. Temporary Transportation Expenses SECTION III PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions, subparagraph a. Transportation Expenses is deleted and replaced by the following: a. Transportation Expenses (1) We will pay up to a maximum of $1,500 for temporary transportation expense incurred by you because of Physical Damage to a covered auto . (2) We will pay only for those covered autos for which you carry Comprehensive, Colli-sion or Specified Case of Loss Coverage. (3) We will pay only for those expenses incurred by you during the period of time that begins twenty-four (24) hours after the covered loss and ends at the time when the covered auto can be reasonable repaired or replaced. (4) This coverage does not apply while there are spare or reserve autos available to you for your operations. N. Amended Bodily Injury Definition Mental Anguish The following is added to SECTION V DEFINITIONS, Definition C.: Bodily injury also includes mental anguish, but only when the mental anguish arises from other bodily injury, sickness or disease. O. Airbag Coverage The following is added to SECTION III PHYSICAL DAMAGE COVERAGE B. Exclusions 3.a.: However, this exclusion will not apply to accidental discharge of an airbag due to mechanical or electrical breakdown. P. Amended Insured Contract Definition Railroad Easement SECTION V DEFINITIONS paragraph H. Insured contact is modified as follows: 1. Paragraph H.3. is replaced by the following: 3. Any easement or license agreement. 2. Paragraph H.6.a. is deleted. Q. Coverage Extensions Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound SECTION III PHYSICAL DAMAGE COVERAGE B. Exclusions, exception paragraph a. to exclusion 4.c. and 4.d. is deleted and replaced with the following: DocuSign Envelope ID: DB618264-9EAF-4C44-BD68-CCE253DEC739DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 PPA 300 03 13 Page 5 of 5 a.Equipment and accessories used with such equipment, except for tapes, records, discs or other electronic media device, provided such equipment is permanently installed in the covered auto at the time of the loss or is removable from the housing unit which is permanently installed in the covered auto at the time of the loss , and such equipment is designed to be solely operated by use of the power from the autos electrical system, in or upon the covered autos ; or R. Notice Of And Knowledge Of Occurrence SECTION IV BUSINESS AUTO CONDITIONS, A.2. Duties In The Event Of Accident, Claim Suit Or Loss, subparagraph a. is deleted and replaced with the following: a.In the event of accident , claim, suit or loss , you must give us or our authorized repre- sentative prompt notice of the accident or loss including: (1) How, when and where the accident or loss occurred; (2) The name and address; and (3) To the extent possible, the names and addresses of any injured person and witnesses. Your duty to give us or our authorized representative prompt notice of the accident or loss applies only when the accident or loss is known to: (1) You, if you are an individual; (2) A partner if you are a partnership; or (3)An executive officer or insurance manager, if you are a corporation. S. Unintentional Errors Or Omissions SECTION IV BUSINESS AUTO CONDITIONS, B. General Conditions; 2. Concealment Misrepre- sentation Or Fraud is amended by adding the following: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However this pro- vision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. T. Towing Coverage SECTION III PHYSICAL DAMAGE COVERAGE, A.2. Towing, is deleted and replaced by the following: 2. We will pay up to $750 for towing and labor costs incurred each time a covered auto is disabled due to a covered cause of loss. However: a. All labor must be performed at the place of disablement; and b. If the covered auto is a private passenger type no deductible applies; and c. If the covered auto is not of the private passenger type our obligation to pay will be reduced by a $250 deductible per disablement. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. DocuSign Envelope ID: DB618264-9EAF-4C44-BD68-CCE253DEC739DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 Policy Number:RLI Insurance Company Named Insured: PPB 304 02 12 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack®FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II – LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a.In the performance of your ongoing operations; b.In connection with premises owned by or rented to you; or c.In connection with “your work” and included within the “product-completed operations hazard”. 2.The insurance provided to the additional insured by this endorsement is limited as follows: a.This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b.This insurance does not apply to the rendering of or failure to render any "professional services". c.This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3.The following is added to SECTION III H.2. Other Insurance – COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II – LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a.The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b.The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4.The following is added to SECTION III K. 2. Transfer of Rights of Recovery Against Others to Us – COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II – LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PSB0005622 Overlay LLC DocuSign Envelope ID: DB618264-9EAF-4C44-BD68-CCE253DEC739DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6 ¤¤ 1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy No.Endorsement No. Premium Endorsement Effective Insured Countersigned by___________________________________________ WC 00 03 13 (Ed. 4-84) Any person or organization that you have agreed with in a written contract to provide this agreement. RLI Insurance Company PSW0003236 Overlay LLC DocuSign Envelope ID: DB618264-9EAF-4C44-BD68-CCE253DEC739DocuSign Envelope ID: 455B6E77-B9F7-4FB2-8161-709EF19907C6