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HomeMy WebLinkAbout523946 CALE AMERICA INC - CONTRACT - AGREEMENT MISC - CALE AMERICA INC (2)Services Agreement Misc – Cale Gateway Meter Page 1 of 17 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and Cale America Inc., hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide and install the CWT pay station in accordance with the Cale quote attached hereto as Exhibit "A", consisting of one (1) page and incorporated herein by this reference. The Service Provider also agrees to provide Cale WebOffice features in accordance with the Cale quote attached hereto as Exhibit “B”, consisting of one (1) page and incorporated herein by this reference. The Service Provider shall be solely responsible for performance of all duties hereunder. 2. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within ten (10) days following execution of this Agreement. Installation services shall be completed no later than November 1, 2014. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. The time of commencement and services to be performed for the Cale WebOffice shall be as stated in the Software Maintenance Agreement attached as Exhibit “E”. 3. Delay. If either party is prevented in whole or in part from performing its obligations by DocuSign Envelope ID: F558C8D7-FDB0-4D94-9454-4F2B877E991E Services Agreement Misc – Cale Gateway Meter Page 2 of 17 unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: Cale America Inc. Attn: Ken Beattie 13808 Monroes Business Park Tampa FL 33635 City of Fort Collins Attn: Karl Sanders PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, eleven thousand, four hundred forty five dollars and zero cents ($11,445.00) as per the attached Exhibit "A", consisting of one page (1), and incorporated herein by this reference. The City shall pay the Service Provider sixty five dollars ($65) per month for Cale WebOffice as per Exhibit “B”. DocuSign Envelope ID: F558C8D7-FDB0-4D94-9454-4F2B877E991E Services Agreement Misc – Cale Gateway Meter Page 3 of 17 6. Contract Period. This Agreement shall commence upon the date of execution shown on the signature page of this Agreement, and shall continue in full force and effect for one (1) year, 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. 7. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 8. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 9. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. Service Provider may, however, subcontract the […] work or other portions of the Work by providing notice to the City of its intent to do so. 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 DocuSign Envelope ID: F558C8D7-FDB0-4D94-9454-4F2B877E991E Services Agreement Misc – Cale Gateway Meter Page 4 of 17 pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 10. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 11. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 12. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated 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 and materials, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformance in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from installation, 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 DocuSign Envelope ID: F558C8D7-FDB0-4D94-9454-4F2B877E991E Services Agreement Misc – Cale Gateway Meter Page 5 of 17 such defect or nonconformance, 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. d. Company shall also provide City the support and maintenance services set forth in the Software Maintenance Agreement appended hereto as Exhibit “E.” After expiration of the warranty period, Company shall provide support and maintenance for the Software pursuant to the terms of such Maintenance Agreement. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 15. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 16. Indemnity/Insurance. 1. Each Party shall defend and indemnify the other and the other’s officers, directors, employees and agents, and their respective successors and assigns, from, against and in respect of, any liability, loss, cost, damage, expense or payment, including reasonable DocuSign Envelope ID: F558C8D7-FDB0-4D94-9454-4F2B877E991E Services Agreement Misc – Cale Gateway Meter Page 6 of 17 attorneys’ fees and expenses, incurred or suffered by such indemnified person with respect to any and all claims, controversies, legal actions and proceedings brought by or on behalf of any third party arising out of or in any way related to the indemnifying party’s gross negligence, willful misconduct, breach of applicable laws or breach of the Order. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit “C”, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, 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. d. Nothing herein shall be interpreted as a waiver of any protections or limitations afforded Lessee under the Colorado Governmental Immunity Act. 17. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 18. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. DocuSign Envelope ID: F558C8D7-FDB0-4D94-9454-4F2B877E991E Services Agreement Misc – Cale Gateway Meter Page 7 of 17 19. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal DocuSign Envelope ID: F558C8D7-FDB0-4D94-9454-4F2B877E991E Services Agreement Misc – Cale Gateway Meter Page 8 of 17 alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 20. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" (Confidentiality) consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: F558C8D7-FDB0-4D94-9454-4F2B877E991E Services Agreement Misc – Cale Gateway Meter Page 9 of 17 CITY OF FORT COLLINS, COLORADO a municipal corporation By:_______________________________ Gerry Paul Director of Purchasing and Risk Management Date:_____________________________ CALE AMERICA INC. By:_______________________________ __________________________________ PRINT NAME __________________________________ CORPORATE PRESIDENT OR VICE PRESIDENT Date:_____________________________ DocuSign Envelope ID: F558C8D7-FDB0-4D94-9454-4F2B877E991E Secretary Kenneth J. Beattie 8/28/2014 8/28/2014 Services Agreement Misc – Cale Gateway Meter Page 10 of 17 EXHIBIT A DocuSign Envelope ID: F558C8D7-FDB0-4D94-9454-4F2B877E991E Services Agreement Misc – Cale Gateway Meter Page 11 of 17 EXHIBIT B DocuSign Envelope ID: F558C8D7-FDB0-4D94-9454-4F2B877E991E Services Agreement Misc – Cale Gateway Meter Page 12 of 17 EXHIBIT C INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 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: F558C8D7-FDB0-4D94-9454-4F2B877E991E No new insurance needed Services Agreement Misc – Cale Gateway Meter Page 13 of 17 EXHIBIT D 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: F558C8D7-FDB0-4D94-9454-4F2B877E991E Services Agreement Misc – Cale Gateway Meter Page 14 of 17 EXHIBIT E SOFTWARE MAINTENANCE AGREEMENT This Software Maintenance Agreement (“Agreement”) is entered into between the CITY OF FORT COLLINS, COLORADO, a municipal corporation, hereinafter “City” and Cale America Inc., hereinafter “Company”, and shall be effective on the date signed by the City. 1. Scope of Agreement. a. General. Company agrees to provide City standard maintenance, on-site support if required, and training services for the computer programs and user manuals listed below (collectively “Software”). b. Company shall provide updates to the software as required in order that the software reflect current federal and state laws or requirements of the federal or state government or federal or state regulatory agencies. c. User Manuals. When this agreement refers to “User Manuals,” it shall include any user manuals which are designed for the software and any user manuals listed in Exhibit “A” and all manuals provided to users for the software listed above. The user manuals shall be updated with each new release of the software. 2. Term This Agreement shall be effective for one year from the date of installation, and may be renewed upon mutual agreement for up to four additional one year periods unless sooner terminated as provided herein. Such renewals shall be subject to sufficient funds being appropriated annually by the Fort Collins City Council, which appropriations are in the Council’s sole discretion. 3. Standard Maintenance Services Scope of Services. During the term of this Agreement, Company will provide City the following Standard Maintenance Services for the Software: a. Corrections of substantial defects in the Software so that the Software will operate as described in the user manuals listed above. b. Periodic updates of the Software that may incorporate (A) corrections of any substantial defects; (B) fixes of any bugs; and (C) upgrades to user manuals as sets out above. c. Telephone support, including dial-up support, between the hours of 7:00 a.m. to 7:00 p.m. Central Time, Monday through Friday, excluding City of Fort Collins holidays, to assist City in using the Software. d. In the event of emergencies, or systems failures caused by Company’s software upgrades which occur outside of the designated support hours established by Section 3(c), telephone support, including dial-up support, twenty-four (24) hours per day, seven (7) days per week for the term of the Agreement. 4. On-Site Support Company, upon receipt of a written request from City, will provide City On-Site Support at a mutually agreed time. City agrees to pay Company’s costs associated with the provision of on-site support, including charges for (i) Company’s personnel; (ii) charges DocuSign Envelope ID: F558C8D7-FDB0-4D94-9454-4F2B877E991E Services Agreement Misc – Cale Gateway Meter Page 15 of 17 for travel, lodging and miscellaneous expenses (if personnel must travel more than 75 miles) in accordance with City guidelines for travel expenses; and (iii) applicable taxes. 5. Maintenance Fee a. Amount of Fee. City agrees to pay Company a monthly Maintenance Fee, the amount set forth in Exhibit “B”, Pricing Quotation for Standard Maintenance Services provided by Company pursuant to this Agreement. The amount charged for these services shall not increase by more than two (2) percent from one year to the next, in the event of renewal. 6. Payment Terms City agrees to pay Company by thirty (30) days after receipt by City of invoices for agreed upon fees. 7. Obligations Of City a. City Contact. City shall notify Company of City’s designated City Contact. To the maximum extent practicable, City’s communications with Company will be through the City Contact. b. Installation. City agrees to install all corrections of substantial defects, minor bug fixes and updates, including any enhancements, for the Software in accordance with the instructions and in order of receipt from Company. c. Facility and Personnel Access. City agrees to grant Company reasonable access to City’s facilities and personnel concerned with the operation of the Software to enable Company to provide services. d. No Modification of Software. City agrees not to modify, enhance or otherwise alter the Software, unless and only to the extent such modification, enhancement or other alteration is specifically authorized in the user manuals identified in this Agreement or through the consent of Company. e. Error Documentation. Upon detection of any error in the Software, City, as requested by Company, agrees to provide Company a listing of output and any other data, including databases and backup systems that Company reasonably may request in order to reproduce operating conditions similar to those present when the error occurred. 8. Termination City shall have the right to terminate this Agreement at any time upon giving thirty (30) days’ notice to Company. Company shall have the right to terminate this Agreement and all services provided pursuant to this Agreement (i) upon termination of City’s Software License Agreement by either party for any reason; and (ii) if City violates any provision of this Agreement and City fails to cure such violation within fifteen (15) days after receipt of written notice from Company. 9. Indemnification a. Each Party shall defend and indemnify the other and the other’s officers, directors, employees and agents, and their respective successors and assigns, from, against and in respect of, any liability, loss, cost, damage, expense or payment, including reasonable attorneys’ fees and expenses, incurred or suffered by such indemnified person with respect to any and all claims, controversies, legal actions and DocuSign Envelope ID: F558C8D7-FDB0-4D94-9454-4F2B877E991E Services Agreement Misc – Cale Gateway Meter Page 16 of 17 proceedings brought by or on behalf of any third party arising out of or in any way related to the indemnifying party’s gross negligence, willful misconduct, breach of applicable laws or breach of the Order. b. Nothing herein shall be interpreted as a waiver of any protections or limitations afforded Lessee under the Colorado Governmental Immunity Act. 10. Insurance Company agrees to maintain workers’ compensation and employer’s liability insurance at the statutory limits per Exhibit C. 11. Force Majeure Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises due to any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications; provided, however, that lack of funds shall not be deemed to be a reason beyond a party’s reasonable control. The parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement. 12. 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. 13. Remedies In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non- defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 14. General Provisions. a. Complete Agreement. This Agreement, its attachments, the City’s Request for Proposal and the Company’s Response to the Request for Proposal are the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to this Agreement. b. Order of Precedence. In the event of any conflict or inconsistency among documents related to this Agreement, said conflict or inconsistency shall be resolved by giving precedence to the later dated document. Unless otherwise agreed to by both parties, document precedence shall be as follows: (1) the Software License Agreement; (2) the Request for Proposal; (3) the Company’s response to the Request for Proposal. DocuSign Envelope ID: F558C8D7-FDB0-4D94-9454-4F2B877E991E Services Agreement Misc – Cale Gateway Meter Page 17 of 17 c. Amendment. This Agreement may not be modified, altered or amended except by written instrument duly executed by both parties, except that address for notice may be changed as provided in section 13. d. Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. e. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute, court decision or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. f. Survival. All provisions of this agreement that by their nature would reasonably be expected to continue after the termination of this Agreement will survive the termination of this Agreement. g. Governing Law. This Agreement and performance hereunder shall be governed by the laws of the State of Colorado. Venue for any cause of action arising hereunder shall be in Larimer County, Colorado. h. Read and Understood. Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms. DocuSign Envelope ID: F558C8D7-FDB0-4D94-9454-4F2B877E991E CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 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 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). PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ POLICY PRO- LOC $ JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION WCSTATU- OTH- AND EMPLOYERS' LIABILITY TORY LIMITS ER Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD CALEA-1 OP ID: PP 08/28/2014 Phone: 727-784-8554 Sue Goodman Stahl & Associates Insurance 3939 Tampa Road Oldsmar, FL 34677 Michael Pagano, AAI Fax: 727-789-2823 813-818-5350 813-818-5396 sue.goodman@stahlinsurance.com Valley Forge Insurance Company 20508 Cale America, Inc Continental Casualty Company Ken Beattie 13808 Monroe's Business Park Tampa, FL 33635 Transportation Insurance Co American Cas Co of Reading PA 1,000,000 A X X GL5088231308 01/30/2014 01/30/2015 300,000 X 5,000 X Stop Gap-WA GL5088231308 01/30/2014 01/30/2015 1,000,000 2,000,000 2,000,000 X 1,000,000 D X X BUA5090882150 01/30/2014 01/30/2015 X X 4,000,000 B CUP5090882178 01/30/2014 01/30/2015 4,000,000 X 10,000 X W WC5090882164-EXCEPT CALIF 01/30/2014 01/30/2015 1,000,000 C N WC5090882181 - CALIF ONLY 01/30/2014 01/30/2015 1,000,000 1,000,000 A Professional E&O GL5088231308 01/30/2014 01/30/2015 Each Loss 2,000,000 D Installatn Floater ADV5090882195 01/30/2014 01/30/2015 Inst Fltr 25,000 The General City Liability of Fort Collins and Auto are Liability included Policies, as Additional subject Insured to the as terms, respects conditions and exclusions of the policies. FTCOLLI City of Fort Collins Director of Purchasing and Risk Managment PO Box 580 Fort Collins, CO 80552 DocuSign Envelope ID: F558C8D7-FDB0-4D94-9454-4F2B877E991E