Loading...
HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 9178422Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 1 of 20 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", as agent, on behalf of the POUDRE FIRE AUTHORITY (PFA), and DOCUFREE 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. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of six (6) page(s) and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence upon execution by all parties and shall continue in full force and effect until December 31, 2018, unless sooner terminated as herein provided 3. 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 and PFA 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 and/or PFA 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: Docufree Corporation Attn: Amber Driver 1175 Northmeadow Parkway, Suite 140 Roswell, GA 30076 Poudre Fire Authority Attn: Doug Lee 102 Remington Street Fort Collins, CO 80524 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City and/or PFA, 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 DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 2 of 20 Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City and/or PFA shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, Twenty-Six Thousand One Hundred Five Dollars ($26,105) as per the attached Exhibit A, consisting of six (6) page(s), and incorporated herein by this reference. 6. City Representative. The City and/or PFA 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 and/or PFA Representative. 7. 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 or the Poudre Fire Authority. The City and/or PFA 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. 8. 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 and/or PFA, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City and/or PFA), 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 and/or PFA, nor will it obligate the City and/or PFA 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 and/or PFA to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City and PFA enter 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 and/or PFA. 10. 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 and/or PFA under this Agreement or cause of action arising out of performance of this Agreement. 11. 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 DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 3 of 20 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 and/or PFA. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City and/or PFA -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 and/or PFA 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 and/or PFA. 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. 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. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City and/or PFA, their 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 DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 4 of 20 shall provide and maintain insurance coverage naming the City and PFA as additional insureds under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 16. 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. 17. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8- 17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 5 of 20 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. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit B – Additional Terms & Conditions, consisting of five (5) pages, and Exhibit D - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 6 of 20 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: POUDRE FIRE AUTHORITY By: _________________________________ Tom DeMint, Fire Chief Date: ______________________________ ATTEST: APPROVED AS TO FORM: DOCUFREE CORPORATION By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D 12/21/2017 VP Finance Amber Diver 12/22/2017 Assistant City Attorney 12/22/2017 City Clerk Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 7 of 20 EXHIBIT A SCOPE OF SERVICES & COMPENSATION DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 8 of 20 DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 9 of 20 DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 10 of 20 DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 11 of 20 DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 12 of 20 DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 13 of 20 EXHIBIT B ADDITIONAL TERMS & CONDITIONS This Agreement incorporates the following terms and conditions, attached hereto and incorporated herein. In the event of a conflict between the Agreement and Exhibit B, the terms of the Agreement shall take precedence. DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 14 of 20 Master Services Agreement Client Name: Client Number: Effective Date: This MASTER SERVICES AGREEMENT (“Agreement”) is entered into as of the Effective Date by and between Docufree Corporation, a Georgia corporation with a notice address of 1175 Northmeadow Parkway, Suite 140, Roswell, GA 30076 ("Docufree") and the Client specified above ("Client"). 1. DEFINITIONS. As used in this Agreement and in addition to any other terms defined herein, the following defined terms will have the following meanings: 1.1. “Docufree Platform” means the Internet-based transactional application and database services provided by Docufree that are accessible to Client via a Web browser through the Internet for managing business processes and information. 1.2. “Initial Term” means the initial twelve (12) month term commencing on the later of the Effective Date or the date that Client is first granted access to the Docufree Platform. 2. SERVICES. 2.1. Docufree will provide to Client the following services, to the extent, and only to the extent, set forth on mutually agreed Statements of Service (each, a “Statement of Service” or “SOS”) and/or Statements of Work (each, a “Statement of Work” or “SOW”), according to the terms of this Agreement: (i) access to the Docufree Platform (“Platform Services”); (ii) implementation of the Docufree Platform by integrating Client’s internal information systems with the Docufree Platform (“Implementation Services”); (iii) consulting and software integration services (“Consulting Services”); (iv) Client care and support services (“Support Services”); (v) outsourced business processing services (“BPO Services”); and (vi) scanning and other projects (“Project Services”). The initial Statement of Service is attached as Schedule A (the “Initial SOS”). Each SOS and SOW will include a description of each Service, the fee corresponding to each Service, and indicate whether the fee is recurring or nonrecurring. 2.2. In connection with Docufree performing the Services or otherwise, Docufree may develop modifications to the Docufree Platform and/or new software programs (collectively, the "Developed Software"). Client waives any and all proprietary right or interest in any requested changes, modifications, suggestions, or comments communicated by Client to Docufree and assigns to Docufree any and all rights therein. Docufree reserves all rights in the Developed Software, including, but not limited to, all intellectual property rights therein. Docufree hereby grants to Client a non-exclusive, non-transferable, fully paid up license to use the Developed Software solely for use with the Docufree Platform and subject to the access limitations in Section 3. 3. ACCESS TO THE DOCUFREE PLATFORM. 3.1. Subject to the terms, conditions and limitations set forth in this Agreement, Docufree grants Client a limited, nonexclusive and world-wide license to access and use the Docufree Platform during the term of this Agreement via a Web browser over the Internet for the sole purpose of managing Client's information. 3.2. Client will not remove any proprietary notices of Docufree or third parties found in or on the Docufree Platform. Client shall not, and shall not allow third parties, to attempt to copy, modify, disassemble, or reverse engineer the Docufree Platform. The Docufree Platform in object code and source code form, and all rights in the Docufree Platform, including but not limited to all DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 15 of 20 intellectual property rights therein, are and will remain the exclusive property of Docufree. Client will have no claim of ownership or any intellectual property rights in the Docufree Platform. No rights other than those specifically stated herein are granted to Client, and Client will have no right to permit third-party access to the Docufree Platform. 4. PAYMENTS. 4.1. For the Services provided under this Agreement, Client will pay to Docufree the fees in the amount and manner set forth in the applicable SOS or SOW. All fees and expenses incurred by Docufree in the performance of the Services will be billed to Client in arrears on a monthly basis unless stated otherwise in the applicable SOS or SOW, in which case the terms of the applicable SOS or SOW will control. All fees paid and expenses reimbursed under this Agreement will be in U.S. dollars. 4.2 For those fees payable to Docufree under this Agreement that are not paid by electronic funds transfer, Client will pay Docufree the invoiced amount within thirty (30) days after Client’s receipt of an invoice from Docufree. 4.3. Docufree may assess Client a late fee of 1½% per month (not to exceed the maximum allowed under state law) on all balances not paid when due. Client agrees to pay any and all costs incurred in the collection of charges due and payable, including but not limited to reasonable attorneys' fees, whether or not a suit is instituted. Docufree, at its option, may suspend the Services, in whole or in part, if Docufree does not receive an amount due and owing under this Agreement within thirty (30) days after the due date. 4.4. Client will pay, or reimburse Docufree for, any out-of-pocket expenses, including, without limitation, travel and travel related expenses, incurred by Docufree at the request of or with the prior written approval of Client in connection with the performance of. this Agreement. Reasonable and customary expenses incurred by Docufree, including without limitation expenses incurred for travel, local transportation, lodging and meals, will be billed to Client at Docufree’s actual cost. 5. TAXES. Client will pay all sales, use, transfer, privilege, excise, charges, surcharges or other taxes, and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the transactions contemplated hereby (collectively, the “Taxes”); excluding, however, income taxes on profits which may be levied against Docufree. In addition to the fees specified in the applicable Statement of Service, the amount of any Taxes applicable to the transactions contemplated hereby will be paid by Client, or in lieu thereof, Client will provide Docufree with a tax exemption certificate acceptable to the applicable taxing authorities. 6. USE OF CLIENT'S DATA. Client's information is proprietary to Client and Docufree will not use for itself nor disclose to any third party any information that is identifiable to Client or to employees of Client without the express written consent of Client. Client shall permit Docufree to use data obtained from Client and others to prepare statistical analyses, provided that Docufree will not reveal information identifiable to any person or specific Client. 7. UPTIME COMMITMENT. 7.1. The Docufree Platform will be made available to Client twenty-four hours a day, seven days a week less (i) scheduled platform, hardware or service maintenance; (ii) downtime resulting from the acts or omissions of Client or Client's employees, agents, contractors, or vendors, or anyone gaining access to the Docufree Platform by means of Client's passwords or equipment; (iii) a failure of the Internet and/or the public switched telephone Platform; or (iv) the occurrence of any event that is beyond Docufree’s reasonable control (collectively, “Excusable Downtime”). DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 16 of 20 Docufree guarantees that the Docufree Platform will be available to Client at least 98% of the time during each month, excluding Excusable Downtime ("Uptime Commitment"); provided that Client satisfies the hardware and communication requirements set forth in Docufree Platform documentation. 7.2. If Docufree fails to satisfy the Uptime Commitment during a month, then upon client request Docufree will credit to Client a pro-rated portion of the recurring fees set forth in the Initial SOS in the first month of the next succeeding calendar quarter following the failure. For purposes of this Section 5.2, "pro-rated portion of the recurring fee" means the product obtained by multiplying the applicable recurring fee during the month of the failure by a fraction, the numerator of which will be the number of hours that the Docufree Platform did not satisfy the Uptime Commitment (i.e., the excess of actual downtime over Excusable Downtime in the applicable month), and the denominator of which will be the total number of hours of the Uptime Commitment during the month that such failure occurred. The foregoing refund will be Client’s sole and exclusive remedy for Docufree’s failure to comply with the Uptime Commitment in this Section. 8. WARRANTIES AND INDEMNIFICATION. 8.1. Client represents and warrants (i) that it either owns or has the right to authorize the reproduction of any hardcopy or electronic records provided to Docufree and (ii) the documents, materials or other records provided to Docufree do not infringe any U.S. copyright, trade secrets or other proprietary rights of any third-party. Client agrees to indemnify and hold harmless Docufree from any and all claims by any third-party that the documents, materials or records provided by Client pursuant to this Agreement infringe upon the third-party’s proprietary rights or were otherwise reproduced or processed in an unauthorized manner. Client will indemnify and hold Docufree and its affiliates, officers, directors, employees, agents and representatives harmless from and against all damages, costs, expenses, and liabilities, including without limitation, reasonable attorneys' fees and expenses, from any third party claim of any kind against Docufree arising from Client’s negligence or willful misconduct arising in whole or in part under this Agreement. 8.2. Docufree represents and warrants (i) that it either owns or has the right to grant the access license set forth herein, and (ii) that the Docufree Platform does not infringe any U.S. copyrights, patents, trade secrets, or other proprietary rights (collectively, “IP Rights”) of any third party. Docufree will indemnify and hold Client harmless from and against any damages, costs, expenses and liabilities, including reasonable attorneys’ fees, from any third party claims against Client arising from the breach of the representations and warranties set forth in this Section 8.2. The indemnification obligations are contingent upon Docufree being promptly notified of such claim, having the sole authority to defend or settle such claim, and receiving the reasonable assistance of Client in connection therewith at Docufree’s expense. Notwithstanding the foregoing, Docufree will have no indemnification obligation hereunder with respect to claims based on: (i) use of the Docufree Platform except in accordance with this Agreement and Docufree’s written instructions; (ii) the combination of the Docufree Platform with any other software or hardware; (iii) modifications of the Docufree Platform not made by Docufree; or (iv) Client’s failure to implement changes recommended by Docufree if the infringement would have been avoided in the absence of such combination, modifications or failure to implement recommended changes. If the Docufree Platform is finally determined by a court of competent jurisdiction to constitute an infringement of any IP Rights of a third party and use of the Docufree Platform is enjoined, Docufree will either: (i) procure the right for Client to continue to use the Docufree Platform as contemplated hereunder; or (ii) replace or modify the Docufree Platform with a version thereof that is not infringing. If Docufree determines that none of these alternatives is reasonably available, Client agrees that Docufree may terminate Client’s access to the Docufree Platform within five (5) business days after Docufree’s written request and this Agreement will then terminate. This DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 17 of 20 Section states the entire liability of Docufree with respect to infringement of any third-party IP Rights by the Docufree Platform and Docufree will have no additional liability with respect to any alleged or proven infringement. 8.3. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY INDICATED IN THIS SECTION 8, NEITHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS TO THE OTHER PARTY WITH RESPECT TO THE DOCUFREE PLATFORM OR THE SERVICES PROVIDED HEREUNDER OR OTHERWISE, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. 9. TERM AND TERMINATION. 9.1. The term of this Agreement is for one (1) year from the effective date. 9.2. In the event that either party hereto materially defaults in the performance of any of its duties or obligations under the Agreement and does not substantially cure such default within thirty (30) days after being given written notice specifying the default, then the non-defaulting party may, by giving written notice thereof to the defaulting party, terminate this Agreement as of a date specified in such notice of termination. Termination of this Agreement for cause will terminate all Statements of Service or Statements of Work then in effect. 9.3 Termination of this Agreement by either party pursuant to the provisions of this Section shall terminate each party’s obligations under this Agreement except for the provisions of Sections 1, 4, 5, 6, 8, 9.3, and 10 all of which shall survive termination of this Agreement. 10. LIMITED LIABILITY. 10.1. THE PARTIES AGREE THAT DOCUFREE AND THE CITY, PFA, AND THEIR AFFILIATES' OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, OR REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF SAVINGS, LOSS OF DATA, LOSS OF PROFITS, OR LOSS OF GOODWILL, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS RESULTING FROM THE USE OR INABILITY TO USE THE DOCUFREE PLATFORM OR SERVICES, EVEN IF DOCUFREE HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR COSTS OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. THE LIMITATION SET FORTH IN THIS NEGLIGENCE 10.1 SHALL NOT APPLY TO DAMAGES OR COSTS CAUSED BY THE FRAUD OR WILLFUL MISCONDUCT OF DOCUFREE OR TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 10.2. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF DOCUFREE AND DOCUFREE’S AFFILIATES FOR ANY DAMAGES INCURRED BY CLIENT EVER EXCEED THREE TIMES (3X) THE FEES RECEIVED BY DOCUFREE UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE TIME AT WHICH THE DAMAGES AROSE REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. 10.3. SHIPPING TERMS ARE FOB SHIPPING POINT. DOCUFREE IS NOT RESPONSIBLE FOR DAMAGES INCURRED IN CONNECTION WITH THE PACKAGING, SHIPMENT OR DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 18 of 20 DELIVERY OF DOCUMENTS, FILES OR BOXES FROM CLIENT LOCATION TO DOCUFREE FACILITIES. 11. NOTICES. Any notice, approval, request, authorization, direction or other communication under this Agreement, except for billing and payment communication pursuant to section 4, shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered personally to the party to whom the same is directed; (ii) one business day after deposit with a commercial overnight carrier, with written verification of receipt, or (iii) five business days after the mailing date whether or not actually received, if sent by U.S. certified mail, return receipt requested postage and charges pre-paid or any other means of rapid mail delivery for which the receipt is available, to the address of the party set forth at the end of this document. 12. MISCELLANEOUS. In the event that either party’s performance is delayed, prevented, obstructed or inhibited because of any act of God, fire, casualty, delay or disruption in transportation, flood, war, strike, lockout, epidemic, destruction or shutdown of facilities, shortage or curtailment, riot, insurrection, governmental acts or directives, any full or partial failure of any communications or computer Platform or any cause beyond such party’s reasonable control, the party’s performance will be excused and the time for the performance will be extended for the period of delay or inability to perform resulting from such occurrence. The occurrence of such an event will not constitute grounds for a declaration of default by either party. Neither party shall not assign or otherwise transfer all or any or of its rights, obligations or interest under this Agreement without the written consent of the other party, which shall not be unreasonably withheld, and any attempt to do so shall be void and of no force or effect for any purpose whatsoever and shall constitute a breach of this Agreement. The failure of either party to insist upon the performance of any provision herein or to exercise any right or privilege granted to it hereunder will not be construed as a waiver of such provision or any provisions herein, and the same will continue in full force. The various rights and remedies given to or reserved by either party herein or allowed by law, are cumulative, and no delay or omission to exercise any of its rights will be construed as a waiver of any default or acquiescence, nor will any waiver of any breach or any provision be considered an acceptance of any continuing or subsequent breach of the same provision. The Agreement and the Services will be governed by and interpreted in accordance with the internal laws of the state of Colorado, excluding its conflict of law rules. Any action, suit, or other proceeding shall be brought by either Party against the other Party in a State or Superior court of competent jurisdiction in the metropolitan area of Larimer County, Colorado or the United States District located in Colorado. Both Parties hereby submit to the exclusive jurisdiction of such courts and waive any objection to jurisdiction or venue in any such proceeding. This Agreement, together with the exhibits attached hereto which are hereby incorporated herein, sets forth the entire agreement between the parties relating to the subject matter hereof, and supersedes any and all prior agreements of the parties with respect to the subject matter hereof. No change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by the duly authorized representatives of both parties. This Agreement may be executed in counterparts, each of which shall be deemed an original and all which together shall constitute one and the same document. DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 19 of 20 EXHIBIT C INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Official Purchasing Document Last updated 10/2017 Services Agreement - PFA MISC 2017 Page 20 of 20 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”), as agent, on behalf of the Poudre Fire Authority (the “PFA”) 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 and/or PFA or their 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 and/or PFA may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City and/or PFA, or that relates to the business of the City and/or PFA, or that is used by the City and/or PFA 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 and/or PFA). 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 and/or PFA. 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 and/or PFA. 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 and/or PFA in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City and/or PFA, or the City and/or PFA so requests for any reason, the Service Provider shall promptly return to the City and/or PFA 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 and/or PFA’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City and/or PFA 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: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D 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 INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY 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 $ POLICY PRO- LOC PRODUCTS - COMP/OP AGG $ JECT OTHER: $ 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 PER OTH- AND EMPLOYERS' LIABILITY STATUTE 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 (ACORD 101, Additional Remarks Schedule, may be attached 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 12/22/2017 Brown & Brown Insurance of GA, Inc. 3483 Satellite Blvd. Suite 100 Duluth GA 30096 Krista Adkins kadkins@bbatlanta.com Docufree Corp 1175 Northmeadow Pkwy Roswell GA 30076 Travelers Property Casualty Company of America 25674 The Phoenix Insurance Company 25623 The Travelers Indemnity Company 25658 Federal Insurance Company 20281 CL17101802069 A Y ZLP41M7592217 04/18/2017 04/18/2018 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 Employee Benefits 1,000,000 B Y BA3J90305517 04/18/2017 04/18/2018 1,000,000 Underinsured motorist BI single limit 1,000,000 A 10,000 ZUP71M7688117 04/18/2017 04/18/2018 10,000,000 10,000,000 C UB3J91240817 04/18/2017 04/18/2018 1,000,000 1,000,000 1,000,000 D Crime 68015238 04/18/2017 04/18/2018 Employee Theft $2,000,000 Retention $10,000 City of Fort Collins PO BOX 580 Fort Collins CO 80522 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX C) (Jl ""'-- C) N ""'-- f--' ---J O'l <Xl to 0 0 0 0 u u o ~ o I- o o o o o .. :;: * If) '<t N N N O'l If) r-- :;: '<t N o o U '<t * COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CARE FULL Y. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, cover- age 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. Limitations and exclusions may apply to these coverages. 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. A. Reasonable Force Property Damage - Exception To Expected Or Intended In- jury Exclusion B. Non-Owned Watercraft Less Than 75 (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any per- son or property for a charge. C. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any in- sured; (b) Not owned by any insured; and (c) Not being used to carry any person or property for a charge. D. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the excep- tions in Exclusion j., Damage To Property, in Paragraph 2. of SECTION I - COVERAGES - COVERAGE A BODIL Y INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2., Exclu- sions, of SECTION I - COVERAGES - COVERAGE A BODIL Y INJURY AND PROPERTY DAMAGE LIABILITY: Exclusions c., g. and h., and Para- graphs (1), (3) and (4) of Exclusion j., do not apply to "premises damage". Exclusion f.(1)(a) does not apply to "premises damage" caused by fire unless Exclusion f. of Section I - Coverage A - Bodily Injury And Property Damage Liability is re- placed by another endorsement to this Coverage Part that has Exclu- sion - All Pollution Injury Or Dam- age or Total Pollution Exclusion in its title. A separate limit of insur- ance applies to "premises damage" as described in Paragraph 6. of Sec- tion '" - Limits Of Insurance. 3. The following replaces Paragraph 6. of SECTION '" LIMITS OF INSURANCE: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to anyone premises. The Damage To Premises Rented To You Limit will be: a. The amount shown for the Damage To Premises Rented To You Limit on the Declarations C) (Jl ""'-- (l) C) to N lD 0 ""'-- f--' 0 0 ---J 0 () () ~ 0 0 f- 0 0 0 0 0 .. :;;: * r-- '<t ~ N ~ N N (l) In r-- :;;: ~ '<t N 0 0 () '<t * F. of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. WHO IS AN INSURED - EMPLOYEES AND VOLUNTEER WORKERS - FIRST AID 1. The following is added to the defi- nition of "occurrence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed by any of your "em- ployees" or "volunteer workers", I. BLANKET ADDITIONAL INSURED - OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to li- ability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such prem- ises owner, manager or lessor does not apply to: a. Any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal in- jury" or "advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or b. Structural alterations, new construc- tion or demolition operations per- formed by or on behalf of such premises owner, manager or lessor. J. BLANKET ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respect to liability for "bodily in- jury", "property damage", "personal in- jury" or "advertising injury" caused, in whole or in part, by your acts or omis- sions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily in- jury" or "property damage" caused by an "occurrence" that takes place, or "per- sonal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED - PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Cover- age Part and that you have agreed in a written contract or agreement to in- clude as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily in- jury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed C) (Jl ""'-- C) N ""'-- f--' ---J ()) 00 \ll 0 0 0 0 u u o o ~ I- o o o o o .. :::;: * N N ()) I!l I'- :::;: <t N o o U <t * (5) Demonstration, installation, ser- vicing or repair operations, ex- cept such operations performed at such vendor's premises in connection with the sale of "your products"; or (6) "Your products" which, after dis- tribution or sale by you, have been labeled or relabeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompany- ing or containing such products; or b. Any vendor for which coverage as an additional insured specifically is ized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your part- ners, joint venture members, managers or trustees are indi- viduals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (j) A partner or member of any partnership or joint venture; (ij) A manager of any limited liability company; (iii) A trustee of any trust; or (iv) An executive officer or director of any other or- ganization; that is your partner, joint venture member, manager or trustee; or (b) Any "employee" authorized by such partnership, joint venture, limited liability com- pany, trust or other organiza- tion to give notice of an "occurrence" or offense. (3) Not i ce to us of such "occur- rence" or offense wi II be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation in- surer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraphs e. (1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an en- dorsement that provides limited cover- age for "bodily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a require- ment that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D COMMERCIAL AUTO 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 COV- ERAGE -INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE - GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing 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 un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II - COVERED AUTOS 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 addi- tional insured is an "insuredll for Covered Autos Liability Coverage, but only for damages to which H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF USE -INCREASED LIMIT I. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES -INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS 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 COMMERCIAL AUTO permiSSion, while performing duties related to the conduct of your busi- ness. 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 us- ing 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 LIABIL- ITY 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. 2. The following replaces Paragraph A.2.a.(4), of SECTION II - COVERED AUTOS LIABIL- ITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO - LIMITED WORLDWIDE COV- ERAGE -INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV - BUSINESS AUTO CONDI- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered 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 households. (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 "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- You agree to maintain all required or compulsory insurance in any such coun- try 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 in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. 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., Deducti- ble, 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 Para- graph A.4.b., Loss Of Use Expenses, of SEC- TION 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 anyone "accident". I. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES - INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III - PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III - PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and COMMERCIAL AUTO (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., Exclu- sions, of SECTION III - PHYSICAL DAMAGE COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designaled 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. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non-renewal. Page 4 of4 © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its perm'lssion. DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate 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 war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "Joss", 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 representa- tive prompt notice of the "accident" or "Joss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (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 CONDI- TIONS: 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 !lny "accident" or "loss", provided that the "accidene or "Joss" arises out of operations contemplated by CAT3 53 0215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D tions. (if) Neither you nor any other involved 1rinsured" 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 "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits 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 investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph 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. (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. Page 2 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 0215 Includes copyrighted material of Insurance Services Office, Inc. with its perm'lssion. DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION" - COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee'slt name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.S., Other Insurance, of SECTION IV - BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, 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 "employeelt under a contract in an "employee's" name, with your CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 lndudes copyrighted maleria! of Insurance Services Office, Inc. with ils permission. DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D R. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Representations, of SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or uninten- tional error in, any information provided by you which we rei ied upon in issuing this policy will not prejudice your rights under this insurance. However, this pro- vision 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. S. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Oth- ers 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 organiza- tion, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" caused by an "occurrence" that takes place; or b. "Personal injury" or "advertising in- jury" caused by an offense that is committed; subsequent to the execution of the con- tract or agreement. Page 6 of 6 @ 2012 The Travelers Indemnity Company. All rights reserved. CG 04 17 01 12 . .. ..,,... . DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D scheduled by endorsement. M. WHO IS AN INSURED UNNAMED SUBSIDIARIES The following is added to SECTION " - WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Dec- larations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidi- ary 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 injury" or "advertising injury" caused by an of- fense committed: a. Before you maintained an ownership interest of more than 50% in 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. N. WHO IS AN INSURED - LIABILITY FOR CONDUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last para- graph of SECTION" WHO IS AN INSURED: No person or organization is an insured with respect to the conduct of any cur- rent or past partnership or joint venture that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section " - Who Is An In- sured. O. MEDICAL PAYMENTS - INCREASED LIMITS The following replaces Paragraph 7. of SECTION '" - LIMITS OF INSURANCE: 7. Subject to 5. above, the Medical Ex- pense Limit is the most we will pay under Coverage C for all medical ex- penses because of "bodily injury" sus- tained by anyone person, and wi II be the higher of: (a) $10,000; or (b) The amount shown on the Declara- tions of this Coverage Part for Medical Expense Limit. P. CONTRACTUAL LIABILITY - RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or I icense agree- ment; 2. Paragraph f.(1) of the definition of "in- sured contract" in the DEFINITIONS Sec- tion is deleted. Q. KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit. of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: e. The following provIsions apply to Paragraph a. above, but only for the purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section" - Who Is An Insured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "oc- currence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a part- nership or joint venture), any of your managers who is an individual (if you are a limited liability com- pany), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organiza- tion other than a partnership, joint venture, limited liability company or trust) or any "employee" author- CG 04 17 01 12 @ 2012 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office. Inc. with its permission. DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D and executed that contract or agree- ment; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such opera- tions on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. L. BLANKET ADDITIONAL INSURED BROAD FORM VENDORS The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a ven- dor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to li- ability for "bodily injury" or "property damage" that: a. I s caused by an "occurrence" that takes place after you have signed and exe- cuted that contract or agreement; and b. Arises out of "your products" which are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not author- ized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspec- tion, demonstration, testing, or the substitution of parts under instruc- tions from the manufacturer, and then repackaged in the original con- tainer; (4) Any failure to make such inspec- tions, adjustments, tests or servic- ing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; Page 4 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG 04 17 01 12 DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D other than an employed or volunteer doctor, in providing or failing to provide first aid or "Good Samari- tan services" to a person. 2. The following is added to 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 )(al, (bl, (e) and (d) above do not ap- ply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samari- tan services" during their work hours for you wi II 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 is added to Paragraph 5. of SECTION III LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions commit- ted by any of your "employees" or "volunteer workers" in providing or failing to provide first aid or "Good Samaritan services" to anyone per- son will be deemed to be one "oc- currence". 4. The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. G. WHO IS AN INSURED EMPLOYEES SUPERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION II - WHO IS AN INSURED: Paragraphs (1)(a), (b) and (e) above do not apply to "bodily injury" or "personal in- jury" to a co-"employee" in the course of the co-"employee's" employment by you arising out of work by any of your "em- ployees" who hold a supervisory position. H. WHO IS AN INSURED - NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4. of SECTION II - WHO IS AN INSURED of the Commercial General Liability Coverage Form, and Paragraph 3. of SECTION II - WHO IS AN INSURED of the Global Com- panion Commercial General Liability Cov- erage Form, to the extent such coverage forms are part of your policy: Any organization you newly acquire or form, other than a partnership or joint venture, of which you are the sole owner or in which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insur- ance which provides similar coverage to that organization. However: a. Coverage under this provision is af- forded only: (1) Until the 180th day after you ac- quire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it, and we agree in writing that it will continue to be a Named Insured until the end of the policy period; b. Coverage A does not apply to "bodi Iy injury" or "property damage" that oc- curred before you acquired or formed the organization; and e. Coverage B does not apply to "per- sonal injury" or "advertising injury" arising out of an offense committed before you acquired or formed the or- ganization. CG 04 17 01 12 @ 2012 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part. 4. The following replaces Paragraph a. of the definition of "insured contract" in the DEFINITIONS Section: a. A contract for a lease of premises. However, that portion of the con- tract for a lease of premises that indemnifies any person or organiza- tion for "premises damage" is not an "insured contract"; 5. The following is added to 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 pe- riod of seven or fewer consecutive days. 6. The following replaces Paragraph 4.b.(1 )(b) of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for "premises damage"; or 7. Paragraph 4.b.(1)(c) of SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS is deleted. E. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS COVERAGES A AND B of SECTION I - COVERAGES: b. Up to $2,500 for cost of bail bonds required because of acci- dents or traffic law violations aris- ing out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS COVERAGES A AND B of SECTION I - COVERAGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense Page 2 of 6 @ 2012 The Travelers Indemnity Company. All rights reserved. CG 04 17 01 12 1 __ 1 ...... _- ___ •• _:_ .... _-' __ .. __ :_1 _~ 1 __ •• _____ ,... ____ ~ __ DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. F. G. H. I. Increased Supplementary Payments Who Is An Insured - Employees And Volunteer Workers - First Aid Who Is An Insured - Employees - Su- pervisory Positions Who Is An Insured - Newly Acquired Or Formed Organizations Blanket Additional Insured - Owners, Managers Or Lessors Of Premises PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE - EXCEPTION TO EXPECTED OR INTENDED INJURY EXCLUSION The following replaces Exclusion a., Ex- pected Or Intended Injury, in Paragraph 2., of SECTION I - COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property dam- J. Blanket Additional Insured - Lessors Of Leased Equipment K. Blanket Additional Insured - Persons Or Organizations For Your Ongoing Opera- tions As Required By Written Contract Or Agreement L. Blanket Additional Insured - Broad Form Vendors M. Who Is An Insured - Unnamed Subsidi- aries N. O. P. o. R. S. Who Is An Insured - Liability For Con- duct Of Unnamed Partnerships Or Joint Ventures Medical Payments - Increased limits Contractual Liability - Railroads Knowledge And Notice Of Occurrence Or Offense Unintentional Omission Blanket Waiver Of Subrogation age" expected or intended from the standpoint of the insured. This exclu- sion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. B. NON-OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I - COVERAGES - COVERAGE A BODIL Y INJURY AND PROPERTY DAMAGE LIABILITY: CG 04 17 01 12 @ 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Inl""'hlrl~c::: rnnvrinht,:.rI m::ata;ri:::al nf InC:::lu":::anl"'a ~ar\Ji,...t:llc: (')ffi,...a Inl'" \I\lith itc: norrnic:c:inn DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ PROPERTY DAMAGE $ BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER (MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY) POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $ $ OCCUR CLAIMS-MADE DED RETENTION $ PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $ EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD DOCUF-1 OP ID: MK 08/17/2017 Mimi Kim Brown & Brown Ins. of Georgia 3483 Satellite Blvd, Suite 100 Duluth, GA 30096 Jonathon Post 770-512-5000 770-512-5050 mkim@bbatlanta.com Travelers Prop Cas of America 25674 Docufree Corp Travelers Indemnity Co 25658 1175 Northmeadow Pkwy Roswell, GA 30076 Phoenix Insurance Company 25623 Federal Insurance Company 20281 AX 1,000,000 X ZLP41M7592217 04/18/2017 04/18/2018 300,000 10,000 1,000,000 2,000,000 2,000,000 Emp Ben. 1,000,000 1,000,000 CX BA3J90305517 04/18/2017 04/18/2018 X X 10,000,000 A ZUP71M7688117 04/18/2017 04/18/2018 10,000,000 X 10000 X B UB3J91240817 04/18/2017 04/18/2018 1,000,000 1,000,000 1,000,000 A 3rd Party Liabilit ZPL91M7839617 04/18/2017 04/18/2018 Each/Aggr $15MM/$15MM D Crime 6801-5238 04/18/2017 04/18/2018 Emp. Thef 2MM/$10KRet Workers 639 Washington Compensation Avenue, Location: Newport KY 41071 9300 Shelbyville Rd, Suite 1000, Louisville KY 40222 Docufree Corp 1175 Northmeadow Pkwy Roswell, GA 30076 DocuSign Envelope ID: 4FF1B42A-4F4E-4290-ABCA-309E7A3AC95D