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HomeMy WebLinkAbout9242 Amendment 3Official Purchasing Document Last updated 3/2018 Page 1 of 10 AMENDMENT #3 AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND TOUCHSTONE IQ LLC This Third Amendment (Amendment #3) is entered into by and between the CITY OF FORT COLLINS (the “City”) and TOUCHSTONE IQ LLC (the “Professional”). WHEREAS, the Professional and the City entered into an Agreement effective February 1, 2021 (the “Agreement”); and WHEREAS, Amendment #1 amends the Agreement to extend the Agreement term for one (1) additional year, January 1, 2022 through December 31, 2022, updates the Scope of Services, and updates the Compensation; and WHEREAS, Amendment #2 amends the Agreement to extend the Agreement term for one (1) additional year, January 1, 2023 through December 31, 2023, updates the Scope of Services, and updates the Compensation; and WHEREAS, Professional and the City desire to amend the Agreement to update the Scope of Services, update the Compensation and extend the Agreement term for one (1) additional year. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises herein contained, the parties agree as follows: 1. The Agreement term will be extended for one (1) additional year, January 1, 2024, through December 31, 2024; 2. Revised Attachment A attached hereto is an expansion of the Scope of Services and; 3. Update Attachment B, Compensation, attached hereto. Except as expressly amended by this Amendment #3, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event of a conflict between the terms of the Agreement and this Amendment #3, this Amendment #3 shall prevail. IN WITNESS WHEREOF, the parties have executed this Third Amendment the day and year shown. CITY OF FORT COLLINS: TOUCHSTONE IQ LLC: BY: BY: NAME: NAME: TITLE: TITLE: DATE: DATE: DocuSign Envelope ID: D63A7B83-08EA-43E1-8B89-344E7D53FFDD CEO 12/12/2023 Jonathan Dierking 12/12/2023 Purchasing Director Gerry Paul Official Purchasing Document Last updated 3/2018 Page 2 of 10 ATTACHMENT A SCOPE OF SERVICES A. Benchmarking Help Center Scope of Work The following details of the Benchmarking and Help Center management scope of work Touchtone IQ will provide for 2024. HELP CENTER ADMINISTRATION Help Center Administration Touchstone IQ 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 24-48 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. Help Center staff will have the option to schedule appointments with building owners who are having challenges complying and require more assistance than can be provided via call or email. Our staff will also coordinate with Fort Collins and all other local Utilities to facilitate energy use data access. Our staff will refer anyone with Fort Collins utility data upload issues who still need troubleshooting support after running through a checklist of possible errors to Fort Collins Utilities. All building owner communications 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 Center 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 letterhead / signature line. Help Center Staff will also conduct email and/or phone outreach to building owners who have non-compliant submissions directly to provide the reason(s) 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 and will forward any requests to the Fort Collins’ project manager that require program manager approval. 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 DocuSign Envelope ID: D63A7B83-08EA-43E1-8B89-344E7D53FFDD Official Purchasing Document Last updated 3/2018 Page 3 of 10 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. Training Touchstone IQ proposes delivering one virtual training prior to the submission deadline. We will look to coordinate, when possible, with representatives from Energy Star, Fort Collins Utilities and Xcel Energy. Touchstone IQ will also maintain the previously developed video series that walks building owners through the process of submitting a benchmarking report, and make necessary edits reflecting any significant changes in the process. 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 contact 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 (2 Annually if applicable)  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 (2 Annually if applicable)  Citations (if applicable) Mailer production and distribution costs to be covered by the City. Phone Outreach Staff will perform one round of calls to all non-compliant building owners for whom we have contact information. Staff will promote ‘How to Benchmark’ training documents or benchmarking services during calls. Touchstone IQ will target achieving a compliance rate of 90% or more. Fort Collins Status Reporting Touchstone IQ will provide periodic updates to Fort Collins staff on the status of building owners who have requested services. Quarterly reports must include the following metrics:  Number of Help Center call and emails received  Number of Help Center calls and emails made o Total and by building ID  Percent first call/email solution vs. multiple call/email solution DocuSign Envelope ID: D63A7B83-08EA-43E1-8B89-344E7D53FFDD Official Purchasing Document Last updated 3/2018 Page 4 of 10  Number of call/emails unable to resolve and escalation to Fort Collins staff  Duration a building is in pending resubmittal status [annually only]  Duration from 1st communication to In Compliance status via Touchstone  Benchmarking map analytics BENCHMARKING AND REPORTING SERVICES Touchstone IQ, when requested, will support individual building owners by providing full building benchmarking and reporting paid services. This will include performing all building benchmarking tasks on behalf of the building owner. Touchstone IQ will contract directly with building owners when providing this service. We will work with the City to identify the point at which help center staff recommend 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 (ESPM)  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 ESPM 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 Share password/account information with building owner. B. Touchstone IQ for governments Software-as-a-Service (SaaS) SOFTWARE SYSTEM DESIGN OVERVIEW Our proposed scope of work includes utilizing our Touchstone IQ for Governments cloud-based Software-as-a-Service (SaaS) solution. This design will allow for automated integration with Portfolio Manager with real-time tracking of building data. The system also facilitates communication tracking with building owners, provides marketing tools, and reporting, among other functionalities. The Touchstone IQ for Governments software includes the following system functionalities.  Tracking all past and current building data including, but not limited to: o Address, sq-ft, building ID, parcel number, GIS coordinates, etc.  Tracking all past and current building contact information including, but not limited to: o Building owner, management company, Portfolio Manager consultant, condo association, designated representative, etc.  Auto-integration with Portfolio Manager reporting o Automatic nightly download of new building report submissions DocuSign Envelope ID: D63A7B83-08EA-43E1-8B89-344E7D53FFDD Official Purchasing Document Last updated 3/2018 Page 5 of 10 o Year-over-year tracking of all Portfolio Manager report data  Auto-integration with online exemption request form  Automatically scan imported benchmark submissions for 40+ errors beyond Portfolio Manager’s checks; o Examples - EUI outside normal range, Abnormal score, none matching sq-ft, unrealistic # of worker, unusual operating hours, no or missing utility data, etc.  Creates customizable errors flags for Help Center staff review o Automated email response to building owners based on submission status or error flags  Online City accessed customizable dashboard to monitor: o Percent approved, in-progress, denied, exempt, error flags, etc.  API integration with City department data, where available (i.e. violation/fines, permitting, finance) o Touchstone IQ will maintain a SFTP file transfer site with the Fort Collins accounting department to track citations, payments and resolutions, as well as to share updated building information from TIQ to the City  Customizable reports for all data with a large set of pre-developed reports  Email and phone communication tracking  Direct email generation for customer Help Center management and marketing/outreach  Record modification tracking by user (i.e. track all changes to a building record)  Automated building owner scorecards Data Tracking Users have the ability to easily track, manage, and report on all data received from building owners through their Portfolio Manager reports. The automated functionality of the nightly downloads directly from Portfolio Manager and instant data quality checking significantly reduces the demand on Help Center staff. Additional data can be directly imported through API’s, online form sites, or uploaded via a csv file format. Users also have the ability to attach pdf files, such as energy audit reports, directly to building owner records. Building owner exemption requests are facilitated through an online exemption form process. Help Center staff are automatically notified of any new exemption requests and have the ability to approve or deny the request via the software. Dashboard and Data Tracking Solution DocuSign Envelope ID: D63A7B83-08EA-43E1-8B89-344E7D53FFDD Official Purchasing Document Last updated 3/2018 Page 6 of 10 Through the Touchstone IQ for Governments dashboard, Help Center staff can track building reporting overall progress metrics, dive into the details of specific buildings and easily track communications with building owners. The dashboard presents a host of different information such as:  Overall compliance rates  Overall average Energy Star Score or by building type  Average EUI  Exemption request averages and types  Daily or monthly Help Center interaction rates Help Center Communication Tracking The Touchstone IQ for Governments solution also includes a robust Help Center communication tracking tool. This tool allows Help Center staff to track phone interactions with building owners as well as directly send, receive, and track emails received from building owners. The solution also includes the ability to setup pre-canned email templates that can be used by Help Center staff to respond to regularly received questions. These templates are saved within the system and can be quickly accessed, personalized as necessary, and then directly emailed from the solution. The system can also send and track compliance notifications that are emailed to building owners. Compliance and/or violation notices that are mailed via the postal service can be generated within the system and attached to each building record. Reporting The Touchstone IQ for Governments system provides robust reporting functionality on all aspects of the collected data. This includes the ability to create custom reports with charts and graphics as well as export specific data metrics in Excel or csv. Pre-developed reports are provided within the base system with the ability to create custom reports to meet the City’s needs. Scorecard Development and Distribution Touchstone IQ for Governments allows staff to design a customized building owner scorecard that can be automatically sent out to the individual building owners after the majority of buildings have reported for that year. DocuSign Envelope ID: D63A7B83-08EA-43E1-8B89-344E7D53FFDD Official Purchasing Document Last updated 3/2018 Page 7 of 10 The scorecard format is based on pre-developed designs that can be customized and branded for the City. The report card creation and data inputs will be automated through the Touchstone Benchmarking™ solution. Scorecards will be distributed through personalized emails, easily executed by the City staff within the software solution. A sample of data that can be presented in the scorecards includes, but is not limited to:  Energy Star Score  EUI  How their building Energy Star Score and EUI compares to peers by o Building type o Size o Neighborhood, etc.  Savings potential (high-level cost and payback information)  Energy efficiency program support materials (rebates, incentive programs, tax credits, etc.) Web Hosted Interactive Map Touchstone will continue to provide a web-based interactive map presenting individual building performance metrics. The interactive map design allows users to view building compliance statistics, Energy Star rating, EUI, as well as compare buildings by size, type, location, and numerous other data points. This data is compiled year-over-year to provide historical comparison ability. The map integrates directly with the Touchstone Benchmarking™ solution and updates automatically as new building reports are submitted. The map provides enhanced visuals, comparison capabilities, and reporting. DocuSign Envelope ID: D63A7B83-08EA-43E1-8B89-344E7D53FFDD Official Purchasing Document Last updated 3/2018 Page 8 of 10 DocuSign Envelope ID: D63A7B83-08EA-43E1-8B89-344E7D53FFDD Official Purchasing Document Last updated 3/2018 Page 9 of 10 ATTACHMENT B COMPENSATION Touchstone IQ proposes the following fixed fee budget for the help center and Touchstone Benchmarking software services for 2022 through 2024. Pricing is based on an estimated 1,448 buildings reporting in 2022 – 2024. This excludes buildings above 50,000 sq-ft that will be required to report to the State of Colorado. Touchstone IQ will invoice the City for the full amount of the Software License in January. Touchstone IQ will invoice the City for the full amount of the Benchmarking Help Center Services on an annual basis. Fee Item 2022 Fee 2023 Fee 2024 Fee 2025 Fee Software License (Touchstone IQ for Governments™ License) (1,448 Buildings) 1 $28,000 $28,000 $28,000 $28,000 Benchmarking Help Center Services (1,448 Buildings) 1 $85,000 $80,750 $76,500 $72,000 TOTAL $113,000 $108,750 $104,500 $100,000 1) Software and benchmarking services based on supporting an estimated 1,448 buildings. An increase of 10% or more buildings (mandatory or voluntary) reported and tracked within the Touchstone IQ for Governments software may require a change in annual fee and will be negotiated at that time. 2) Help Center services are based on a June 1st reporting deadline date, with the understanding that citations are sent subsequent to that date, and court proceedings may follow. Any adjustments made to this date (i.e. extending the deadline or providing a “grace period”) may increase costs and require a scope change in the benchmarking Help Center services fee. This scope change and fee adjustment will be negotiated at that time. Standard court processes resulting from non-compliance are not considered scope changes. RATE SCHEDULE FOR 2024 Touchstone IQ Labor Category Hourly Billing Rate Executive Sponsor $200 Director $175 Associate Director $165 Program Manager $150 Project Manager $120 Energy & Sustainability Consultant II $85 Energy & Sustainability Consultant I $70 Sr Web Developer $175 DocuSign Envelope ID: D63A7B83-08EA-43E1-8B89-344E7D53FFDD Official Purchasing Document Last updated 3/2018 Page 10 of 10 Web Developer $150 PAID FULL-SERVICE BENCHMARKING 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. DocuSign Envelope ID: D63A7B83-08EA-43E1-8B89-344E7D53FFDD 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 12/12/2023 AssuredPartners Design Professionals Insurance Services 19689 7th Ave NE,Ste 183,PMB #369 Poulsbo WA 98370 Tierra Trail 360-626-2011 360-626-2011 tierra.trail@assuredpartners.com License#:6003745 RLI INSURANCE COMPANY 13056 OVERLAY-01 North American Capacity Insurance Company 25038TouchstoneIQLLC 2000 S.Colorado Blvd.,Annex Suite 460 Denver CO 80222 529665677 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X Y Y PSB0005622 8/1/2023 8/1/2024 2,000,000 A 1,000,000 X X X Y Y PSA0002076 8/1/2023 8/1/2024 A X 4,000,000 X Y PSE0004850 8/1/2023Y 8/1/2024 4,000,000 A XYPSW00032368/1/2023 8/1/2024 1,000,000 1,000,000 1,000,000 A B Professional Liab;Claims Made Cyber Liability;Claims-Made RDP0051711 C4LSP149808CYBER2023 8/1/2023 8/1/2023 8/1/2024 8/1/2024 Per Claim $1,000,000 Per Claim $2,000,000 Aggr $1,000,000 Aggr $2,000,000 The certificate holder is an additional insured per the attached. Excess Liability policy is a follow-form underlying General Liability/Auto Liability/Employers Liability. 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: D63A7B83-08EA-43E1-8B89-344E7D53FFDD 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: D63A7B83-08EA-43E1-8B89-344E7D53FFDD 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: D63A7B83-08EA-43E1-8B89-344E7D53FFDD 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: D63A7B83-08EA-43E1-8B89-344E7D53FFDD 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: D63A7B83-08EA-43E1-8B89-344E7D53FFDD 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: D63A7B83-08EA-43E1-8B89-344E7D53FFDD 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 Touchstone IQ LLC DocuSign Envelope ID: D63A7B83-08EA-43E1-8B89-344E7D53FFDD ¤¤ 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 Touchstone IQ LLC DocuSign Envelope ID: D63A7B83-08EA-43E1-8B89-344E7D53FFDD