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HomeMy WebLinkAboutCONTRACT - LONG BUILDING TECHNOLOGIES, INC. - RFP - 9886 BUILDING AUTOMATION SYSTEM DESIGN AND INSTALLATION ON-CALLOfficial Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type 9886 WOSA – Long Building Technologies, INC. BAS Design & Installation Services Page 1 of 15 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 LONG BUILDING TECHNOLOGIES, INC., a(n) Colorado Corporation, 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 9886 Building Automation System Design and Installation On-Call. 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 one (1) page, 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. No Work Order shall exceed $150,000.00 unless otherwise authorized by the Director of Purchasing. Any Work Order over $100,000.00 shall require Performance and Payment Bonds for 100% of the Work Order. A general scope of services is attached hereto as Exhibit C, consisting of two (2) pages, and incorporated herein by this reference. 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 DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type 9886 WOSA – Long Building Technologies, INC. BAS Design & Installation Services Page 2 of 15 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. 4. Contract Period. This Agreement shall commence January 1, 2024, and shall continue in full force and effect until December 31, 2024, 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 only at the time of renewal. 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 its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within ten (10) days from the onset of such condition. 6. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least ten (10) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Service Provider shall submit a final invoice within ten (10) days of the effective date of termination. Undisputed invoices shall be paid Net 30 days of the date of the invoice. Such payment shall be the Service Provider's sole right and remedy for such termination. 7. Notices. All notices provided under this Agreement shall be effective immediately when emailed or three (3) business days from the date of the notice when mailed to the following addresses: Service Provider: City: Copy to: Long Building Technologies, INC. Attn: Brent Bass 5001 S. Zuni St. Littleton, CO 80120 bbass@long.com City of Fort Collins Attn: Stu Reeve PO Box 580 Fort Collins, CO 80522 sreeve@fcgov.com City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type 9886 WOSA – Long Building Technologies, INC. BAS Design & Installation Services Page 3 of 15 8. 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. The initial City Representative for this agreement is David Pritchett and can be reached at dpritchett@fcgov.com. The Representative is subject to change by the City. 9. 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. 10. Payments. The City agrees to pay and the Service Provider agrees to accept as full payment for all work done and all materials furnished and for all costs and expenses incurred in performance of the work the sums set forth for the hourly labor rate and material costs, with markups, stated within the Compensation Schedule, attached hereto as Exhibit D, consisting of one (1) page, and incorporated herein by this reference. Invoices shall be emailed to invoices@fcgov.com with a copy to the City Representative. The cost of the work completed shall be paid to the Service Provider following the submittal of a correct itemized invoice by the Service Provider. The City is exempt from sales and use tax. The City’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The City pays invoices on Net 30 days from the date of the invoice. 11. Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. 12. 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. 13. Subcontractors. Service Provider may not subcontract any of the Work set forth in the subsequent Work Orders without the prior written consent of the City, which shall not be DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type 9886 WOSA – Long Building Technologies, INC. BAS Design & Installation Services Page 4 of 15 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. 14. 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. 15. 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. 16. 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 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. 17. 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. DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type 9886 WOSA – Long Building Technologies, INC. BAS Design & Installation Services Page 5 of 15 18. 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 themselves 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. 19. Entire Agreement; Binding Effect; Order of Precedence; Authority to Execute. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties regarding this transaction 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 representatives, successors and assigns of said parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. In the event of a conflict between terms of the Agreement and any exhibit or attachment, the terms of the Agreement shall prevail. Each person executing this Agreement affirms that they have the necessary authority to sign on behalf of their respective party and to bind such party to the terms of this Agreement. 20. 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 E, 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, purchasing@fcgov.com or 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. 21. Law/Severability. This Agreement shall be governed in all respect by the laws of the State of Colorado. The Parties further agree that Larimer County District Court is the proper venue for all disputes. If the City subsequently agrees in writing that the matter may be heard in DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type 9886 WOSA – Long Building Technologies, INC. BAS Design & Installation Services Page 6 of 15 federal court, venue will be in Denver District Court. 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. 22. Prohibition Against Unlawful Discrimination. The City of Fort Collins, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or natio nal origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual ori entation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its vendors to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractors at every tier. 23. Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable law. 24. Colorado Open Records Act. The City is subject to Sec. 24-72-201 et seq. of the Colorado Revised Statute (CORA). This Agreement is subject to public disclosure in whole pursuant to CORA. 25. Force Majeure. No Party hereto shall be considered in default in the performance of an obligation hereunder to the extent that performance of such obligation is delayed, hindered, or prevented by force majeure. Force majeure shall be any cause beyond the control of the defaulting Party which could not reasonably have been foreseen and guarded against. Force majeure includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference by civil or military authorities, compliance with regulations or orders of military authorities, and acts of war (declared or undeclared), provided such cause could not have been reasonably foreseen and guarded against by the defaulting DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type 9886 WOSA – Long Building Technologies, INC. BAS Design & Installation Services Page 7 of 15 Party. Force majeure shall not include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or compliance with regulations or orders of civil authorities. To the extent that the performance is actually prevented, the Consultant must provide written notice to the City of such condition within ten (10) days from the onset of such condition. 26. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit F - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. [Signature Page Follows] DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type 9886 WOSA – Long Building Technologies, INC. BAS Design & Installation Services Page 8 of 15 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: ATTEST: APPROVED AS TO FORM: LONG BUILDING TECHNOLOGIES, INC. By: Printed: Title: Date: DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE Cindy Beckwith Contract Administrator 1/25/2024 Assistant City Attorney ll 1/25/2024 Chief Deputy City Clerk Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type 9886 WOSA – Long Building Technologies, INC. BAS Design & Installation Services Page 9 of 15 EXHIBIT A WORK ORDER FORM PURSUANT TO A MASTER AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND LONG BUILDING TECHNOLOGIES, INC. WORK ORDER NUMBER: PROJECT TITLE: ORIGINAL BID/RFP NUMBER & NAME: 9886 Building Automation System Design and Installation On-Call MASTER AGREEMENT EFFECTIVE DATE: January 1, 2024 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. Pricing stated on this Work Order shall be consistent with the pricing in the Master Agreement or subsequent renewals as of the Work Order commencement date and will be held firm through completion of this Work Order. The attached forms consisting of ( ) page(s) 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: Long Building Technologies, INC. By: Date: Name: Title: ACCEPTANCE: Date: Name, City Representative REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type 9886 WOSA – Long Building Technologies, INC. BAS Design & Installation Services Page 10 of 15 EXHIBIT B CHANGE ORDER NO. PROJECT TITLE: SERVICE PROVIDER: Long Building Technologies, INC. 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: Long Building Technologies, INC. By: Date: Name: Title: ACCEPTANCE: Date: Name, City Representative 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: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type 9886 WOSA – Long Building Technologies, INC. BAS Design & Installation Services Page 11 of 15 EXHIBIT C GENERAL SCOPE OF SERVICES A. Scope of Work • Provide BAS consultation and design services as requested. 1. City uses Distech Controls. • Service Provider to provide all requirements as outlined in the following Attachments: 1. Attachment 1 – Building Management System Device & Object Naming Standard 2. Attachment 2 - BMS Technology Implementation Guide 3. Attachment 3 - Section 23 09 23 - DIRECT-DIGITAL CONTROL SYSTEM FOR HVAC of the City of Fort Collins Design Standards • Provide complete installation services for a functional operating system. • Provide owner training for all equipment and systems installed under this contract. • Provide warranty information and documentation for all equipment installed per attachments provided. • Provide as-built drawings and operation and maintenance manuals for all equipment installed. • Contractor to coordinate with City of Fort Collins Project Managers, City of Fort Collins IT team, design team, Architect, CM/GC team, Design-Build teams, mechanical engineers, and MEP contractors, that will be impacted by the new BAS system. • The Service Provider shall pay close attention to fit and finish and paint/hide/minimize conduit runs exposed on the interior and exterior of the facility. Inverter location shall be convenient, but not obtrusive. • Project completion dates shall be coordinated on an as-needed basis with each individual Work Order. • The Service Provider(s) shall furnish all equipment, hardware and materials needed for the BAS installation. • The Service Provider(s) shall pay attention to fit and finish and paint/hide/minimize conduit runs exposed on the interior and exterior of the facility. Inverter location shall be convenient, but not obtrusive. B. Construction Requirements • Provide construction services according to the Agreement and contract documents. Some projects the BAS contractor will contract with the mechanical contractor and some projects directly with the City. The City will make that determination on a project by project basis. • Provide site security and protection during construction. Provide all site safety management and compliance with OSHA standards and criteria. Implement a site safety program that meets City, State and OSHA regulations. DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type 9886 WOSA – Long Building Technologies, INC. BAS Design & Installation Services Page 12 of 15 • Provide for quality control program that meets or exceeds minimum job/contract document and industry standards. Coordinate and perform all quality control testing and inspections with the City’s third-party inspection vendor. All such tests and inspections shall be subject to the City’s written review. • Meet all licensing requirements as set forth by the City of Fort Collins. • Provide services to manage participation in project close out process and needs during the project warranty period. • The construction team used for the RFP interviews will be the same team used on the project by the Service Provider. Any staffing changes to the construction team must be approved by the City. The City reserves the right to terminate the contract in the event the Service Provider makes a staffing change without the City’s prior approval. • At any time, if the City determines that an individual on the construction team is not meeting the City’s performance expectations, the City reserves the right to direct Service Provider personnel changes. • The City of Fort Collins has developed a Building Design and Construction Standards Manual. Design will follow these standards unless exempted by the City. This manual is attached as Attachment 3 and also available on-line and can be viewed at: http://www.fcgov.com/opserv/design-standards.php • Any damage caused to the existing buildings, parking lot, site, & landscaping through access to the construction area will be at the Service Provider’s expense to repair the damaged area to existing conditions before the damage occurred. • Ensure a clean and safe work site at all times. • Required to pull all appropriate State, City, and Fire permits. • Service Provide will be required to coordinate all necessary City of Fort Collins building inspections. • Service Provider will be required to coordinate all special inspections with the City of Fort Collins third party inspector. Contact information will be provided to the Service Provider prior to work beginning. • The City of Fort Collins has released smoking restrictions in certain areas. Smoking on the premises is prohibited. If smoking is necessary, employees can smoke in their personal vehicles. Please go to: fcgov.com/smokefree for more information. C. Minimum Qualifications • Bondable up to $150,000.00 per project. Only projects that are over $100,000.00 require Payment and Performance Bonding. • Niagara Level One Technical Certified Technicians. • City utilizes Distech Controls. Service Provider(s) are required to be able to source and service Distech Controls. DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type 9886 WOSA – Long Building Technologies, INC. BAS Design & Installation Services Page 13 of 15 EXHIBIT D COMPENSATION SCHEDULE The following pricing shall remain fixed for the initial term of this Agreement. Any applicable price adjustments may only be negotiated and agreed to in writing at the time of renewal. All work orders greater than $100,000.00 will have a maximum mark up of 15% DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type 9886 WOSA – Long Building Technologies, INC. BAS Design & Installation Services Page 14 of 15 EXHIBIT E INSURANCE REQUIREMENTS 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. 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. Insurance certificates should show the certificate holder as follows: City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 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 by marking the appropriate box or adding a statement to this effect on the certificate, for any claims arising out of work performed under this Agreement. 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. Workers' Compensation & Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee, or as required by Colorado law. B. General Liability. The Service Provider shall maintain during the life of this Agreement such General Liability 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 General Liability, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. C. Automobile Liability. The Service Provider shall maintain during the life of this Agreement such 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 Automobile Liability, 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: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type 9886 WOSA – Long Building Technologies, INC. BAS Design & Installation Services Page 15 of 15 EXHIBIT F CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers , which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies 8110 E. Union Avenue Suite 700 Denver CO 80237 (303) 414-6000 LONG Building Technologies, Inc. 5001 South Zuni Street Littleton, CO 80120 1020/1022 - 9886 Building Automation System Design The Charter Oak Fire Insurance Company 25615 Indian Harbor Insurance Company 36940 The Travelers Indemnity Company 25658 Travelers Property Casualty Company of America 25674 X X X WA,WY-Stop Gap Incl 1,000,000 300,000 15,000 1,000,000 2,000,000 2,000,000 X X X 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X 10,000 10,000,000 10,000,000 XXXXXXX N X 500,000 500,000 500,000 Professional/Pollution $1,000,000 Per Claim/$2,000,000 Agg B 810-4S021574-23-26-G 8/1/2023 8/1/2024 A DT-CO-9P669324-COF-23 8/1/2023 8/1/2024 D PEC0059558 8/1/2023 8/1/2024 C CUP-3J934357-23-26 8/1/2023 8/1/2024 B UB-9P669324-23-26-G 8/1/2023 8/1/2024 8/1/2024 1409468 Y N Y N N N N 1/25/2024 N N 20238599 20238599 XXXXXXX City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 RE: Project: 9886 Building Automation System Design and Installation On-Call. City of Fort Collins, its officers, agents and employees are included as Additional Insureds as respects General Liability and Automobile Liability if required by written contract. X X See Attachments DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE COMMERCIAL AUTO Policy #810-4S021574-23-26-G THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS F. HIRED AUTO - LIMITED WORLDWIDE COVERAGE - INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE - GLASS H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF USE - INCREASED LIMIT I. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES - INCREASED LIMIT J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A.BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - LIABILITY COVERAGE: Any organization you newly acquire or form during the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. B.BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of Section II - Liability Coverage: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an additional insured 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. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - LI- ABILITY COVERAGE: 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. PAGE 1 OF 4 Miscellaneous Attachment: M519928 Master ID: 1409468, Certificate ID: 20238599 DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE CA T3 53 02 15 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV - BUSINESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Coverage, the following are deemed to be cov ered "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 an "employee's" name, with your permission, while perform ing 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". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - COVERED AUTOS LIABILITY COVERAGE 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. E. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS 1.The following replaces Paragraph A.2.a.(2), of SECTION II - COVERED AUTOS LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. The following replaces Paragraph A.2.a.(4), of SECTION II - COVERED AUTOS LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. F. HIRED AUTO - LIMITED WORLDWIDE COVERAGE - INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV - BUSINESS AUTO CONDITIONS: similar regulation imposed by the United States of America applies to and prohibits the transaction of business with or within such country or jurisdiction, for Covered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their house holds. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "insured" against, and investigate or settle any such claim or "suit" and keep us advised of all pro- ceedings and actions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "insured" pays with our consent, but only up to the limit described in Paragraph C., Limit Of Insurance, of SECTION II - COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investigation of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Paragraph C., Limits Of Insurance, of SECTION II - COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. Miscellaneous Attachment: M519928 Master ID: 1409468, Certificate ID: 20238599 DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE 5. Anywhere in the world, except any country or jurisdiction while any trade sanction, embargo, or PAGE 2 OF 4 (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory insurance in any such country up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory insurance requirements. (d) It is understood that we are not an admitted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Canada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE - GLASS The following is added to Paragraph D., Deductible, of SECTION III - PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF USE - INCREASED LIMIT The following replaces the last sentence of Paragraph A.4.b., Loss Of Use Expenses, of SECTION III - PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES - INCREASED LIMIT The following replaces the first sentence in Paragraph A.4.a., Transportation Expenses, of SECTION III - PHYSICAL DAMAGE COVERAGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Coverage Extensions, of SECTION III - PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for "loss" to wearing apparel and other personal property which are: (1)Owned by an "insured"; and (2)In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclusions, of SECTION III - PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that inflate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a.If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b.The airbags are not covered under any warranty; and c.The airbags were not intentionally inflated. We will pay up to a maximum of $1;000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV - BUSINESS AUTO CONDITIONS: 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: Miscellaneous Attachment: M519928 Master ID: 1409468, Certificate ID: 20238599 DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE (a) You (if you are an individual) PAGE 3 OF 4 (b)A partner (if you are a partnership); (c)A member (if you are a limited liability com- pany); (d)An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e)Any "employee" authorized by you to give no- tice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV - BUSINESS AUTO 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 ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV - BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. PAGE 4 OF 4 CA T3 53 02 15 Miscellaneous Attachment: M519928 Master ID: 1409468, Certificate ID: 20238599 DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE TRAVELERS ONE TOWER SQUARE HARTFORD, CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY Policy #UB-9P669324-23-26-G ENDORSEMENT WC 00 03 13 (00)-01 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 DESIGNATED ORGANIZATION: Any Person or Organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. Miscellaneous Attachment: M519929 Master ID: 1409468, Certificate ID: 20238599 DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE COMMERCIAL GENERAL LIABILITY Policy #DT-CO-9P669324-COF-23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only: a.With respect to liability for "bodily injury" or "property damage" that occurs, or for "personal injury' caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect; and b.If, and only to the extent that, such injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work' to which the written contract or agreement applies. Such person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is subject to the following provisions: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the written contract or agreement, the insurance provided to the additional insured will be limited to such minimum required limits. For the purposes of determining whether this limitation applies, the minimum limits required by the written contract or agreement will be considered to include the minimum limits of any Umbrella or Excess liability coverage required for the additional insured by that written contract or agreement. This provision will not increase the limits of insurance described in Section III — Limits Of Insurance. b. The insurance provided to such additional insured does not apply to: (1) Any "bodily injury", "property damage" or "personal injury" arising out of the providing, or failure to provide, any professional architectural, engineering or surveying services, including: (a)The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and (b)Supervisory, inspection, architectural or engineering activities. (2) Any "bodily injury' or "property damage" caused by "your work" and included in the "products-completed operations hazard" unless the written contract or agreement specifically requires you to provide such coverage for that additional insured during the policy period. c. The additional insured must comply with the following duties: (1) Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: (a)How, when and where the "occurrence" or offense took place; (b)The names and addresses of any injured persons and witnesses; and (c)The nature and location of any injury or damage arising out of the "occurrence" or offense. (2) If a claim is made or "suit" is brought against the additional insured: CG D2 46 04 19 © 2018 The Travelers Indemnity Company. All rights reserved.Page 1 of 2 Attachment Code: D574358 Master ID: 1409468, Certificate ID: 20238599 DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE COMMERCIAL GENERAL LIABILITY (a)Immediately record the specifics of the claim or "suit' and the date received; and (b)Notify us as soon as practicable and see to it that we receive written notice of the claim or "suit' as soon as practicable. (3) Immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit', and otherwise comply with all policy conditions. (4) Tender the defense and indemnity of any claim or "suit' to any provider of other insurance which would cover such additional insured for a loss we cover. However, this condition does not affect whether the insurance provided to such additional insured is primary to other insurance available to such additional insured which covers that person or organization as a named insured as described in Paragraph 4., Other Insurance, of Section IV — Commercial General Liability Conditions. Page 2 of 2 © 2018 The Travelers Indemnity Company. All rights reserved.CG D2 46 04 19 Attachment Code: D574358 Master ID: 1409468, Certificate ID: 20238599 DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE A.Who Is An Insured — Unnamed Subsidiaries B.Blanket Additional Insured —Governmental Entities — Permits Or Authorizations Relating To Operations PROVISIONS A. WHO IS AN INSURED — UNNAMED SUBSIDIARIES The following is added to SECTION II — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership, joint venture or limited liability company, that is not shown as a Named Insured in the Declarations is a Named Insured if: a.You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period; and b.Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: a.Before you maintained an ownership interest of more than 50% i n such subsidiary; or b.After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II — Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: C.Incidental Medical Malpractice D.Blanket Waiver Of Subrogation E.Contractual Liability — Railroads F.Damage To Premises Rented To You a.An organization other than a partnership, joint venture or limited liability company; or b.A trust; as indicated in its name or the documents that govern its structure. B. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO OPERATIONS The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a.Any "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b.Any "bodily injury"or "property damage" included in the "products-completed operations hazard". CG D3 16 02 19 © 2017 The Travelers Indemnity Company. All rights reserved.Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. COMMERCIAL GENERAL LIABILITY DT-CO-9P669324-COF-23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. Attachment Code: D606773 Master ID: 1409468, Certificate ID: 20238599 DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE COMMERCIAL GENERAL LIABILITY C. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence"in the DEFINITIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician or paramedic; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I COVERAGES - COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury' or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of COMMERCIAL GENERAL LIABILITY Insurance, CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. D. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: of a."Bodily injury"or "property damage"that SECTION occurs; or b."Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. E. CONTRACTUAL LIABILITY - RAILROADS 1. The following replaces Paragraph c. of the IV definition of "insured contract"in the - DEFINITIONS Section: c.Any easement or license agreement; pharmaceuticals committed by, or with the knowledge or consent of, the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a.Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b.The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Page 2 of 3 © 2017 The Travelers Indemnity Company. All rights reserved.CG D3 16 02 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Attachment Code: D606773 Master ID: 1409468, Certificate ID: 20238599 DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE COMMERCIAL GENERAL LIABILITY 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. F. DAMAGE TO PREMISES RENTED TO YOU The following replaces the definition of "premises damage" in the DEFINITIONS Section: "Premises damage" means "property damage" to: a.Any premises while rented to you or temporarily occupied by you with permission of the owner; or b.The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. CG D3 16 02 19 © 2017 The Travelers Indemnity Company. All rights reserved.Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Attachment Code: D606773 Master ID: 1409468, Certificate ID: 20238599 DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE COMMERCIAL GENERAL LIABILITY c.Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d.Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and noncontributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1)The "bodily injury or "property damage" for which coverage is sought occurs; and (2)The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a.We will compute all premiums for this Coverage Part in accordance with our rules and rates. b.Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c.The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a.The statements in the Declarations are accurate and complete; b.Those statements are based upon representations you made to us; and c.We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a.Notices that are published include material placed on the Internet or on similar electronic means of communication; and b.Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. The Travelers Indemnity Company. All rights Reserved. Included copyrighted material of insurance services Office, Inc. with its permission. CG T1 00 02 19 Attachment Code: D611201 Master ID: 1409468, Certificate ID: 20238599 DocuSign Envelope ID: 26C16EA2-A470-486D-B286-D2C5DC8B8CEE