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Home My WebLink About20251007.tiffCIb`i Z5S March 24, 2025 FACILITIES DEPARTMENT PHONE: (970) 400-2020 FAX: (970) 304-6532 WEBSITE: www.co.weld.co.us 1105 H STREET P.O. BOX 758 GREELEY, COLORADO 80632 To: Board of County Commissioners From: Patrick Oneill Subject: Architectural/Electrical Design Services New A/C Generator Plug for The Weld County Law Administration Building -82500030 As advertised this bid is for design services for Architectural/Electrical Design Services New A/C Generator Plug for Law Administration Building. The low bid is from EVstudio LLC. and meets specifications. Therefore, the Facilities Department recommends award for design of the Architectural/Electrical Design Services for new A/C Generator Plug- 82500030 to EVstudio LLC for $4,000.00. If you have any questions, please contact me at extension 2023. Sincerely, Patrick Oneill Director Con7A-IA9i2Pdsk- CC;OhloneCBQ `Y w-anaw-vid, WI LUIS 2025-1007 8C D62:1 PROFESSIONAL SERVICE AGREEMENT BETWEEN WELD COUNTY AND EVstudio, LLC W, THIS AGREEMENT is made and entered into this I �1 aay of 1 T)VL 2025, by and between the Board of Weld County Commissioners, on behalf of Facilities Department, hereinafter referred to as "County," and EVstudio, LLC, hereinafter referred to as "Contractor". WHEREAS, County desires to retain Contractor to perform services as required by County and set forth in the attached Exhibits; and WHEREAS, Contractor is willing and has the specific ability, qualifications, and time to perform the required services according to the terms of this Agreement; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the services as set forth below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in the attached Exhibits, each of which forms an integral part of this Agreement and are incorporated herein. The parties each acknowledge and agree that this Agreement, including the attached Exhibits, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements (the "Work"). If a conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement shall control, and the remaining order of precedence shall be based upon order of attachment. Exhibit A consists of County's Request for Bid (RFB) or Request for Proposal (RFP) as set forth in Bid Package No. B2500030. Exhibit B consists of Contractor's Response to County's Request. 2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the Work described in the attached Exhibits. Contractor shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Work within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins upon the date of the mutual execution of this Agreement and shall continue through and until Contractor's completion of the responsibilities described in the attached Exhibits. Both of the parties to this 1 Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. This Agreement may be extended upon mutual written agreement of the Parties. 4. Termination; Breach; Cure. County may terminate this Agreement for its own convenience upon thirty (30) days written notice to Contractor. Either Party may immediately terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure such breach. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to County all drawings, drafts, or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Copies of work product that is incomplete at the time of termination shall be marked "DRAFT -INCOMPLETE." If this Agreement is terminated by County, Contractor shall be compensated for, and such compensation shall be limited to, (1) the sum of the amounts contained in invoices which it has submitted and which have been approved by the County; (2) the reasonable value to County of the services which Contractor provided prior to the date of the termination notice, but which had not yet been approved for payment; and (3) the cost of any work which the County approves in writing which it determines is needed to accomplish an orderly termination of the work. County shall be entitled to the use of all material generated pursuant to this Agreement upon termination. Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by the County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. In the event the County shall require changes in the scope, character, or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties, and this Agreement shall be modified 2 accordingly by Change Order. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated Change Order, unless approved and documented otherwise by the County Representative. Any change in work made without such prior Change Order shall be deemed covered in the compensation and time provisions of this Agreement, unless approved and documented otherwise by the County Representative. 6. Compensation. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor an amount not to exceed $4,000.00 as set forth in the Exhibits. No payment in excess of that set forth in the Exhibits will be made by County unless a Change Order authorizing such additional payment has been specifically approved by Weld County as required pursuant to the Weld County Code. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith retum such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 7. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees or agents of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement Any provisions in this Contract that may appear to give the County the right to direct contractor as to details of doing work or to exercise a measure of control over the work mean that Contractor shall follow the direction of the County as to end results of the work only. The Contractor is obligated to pay all federal and state income tax on any moneys earned or paid pursuant to this contract. 3 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees, and subcontractors. 9. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall become or remain (as applicable), the property of County. In addition, all reports, documents, data, plans, drawings, records, and computer files generated by Contractor in relation to this Agreement and all reports, test results and all other tangible materials obtained and/or produced in connection with the performance of this Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 10. Confidentiality. Confidential information of the Contractor should be transmitted separately from non -confidential information, clearly denoting in red on the relevant document at the top the word, "CONFIDENTIAL." However, Contractor is advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contractor agrees to keep confidential all of County's confidential information. Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this Agreement. 11. Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all Work shall be performed by qualified personnel in a professional manner, consistent 4 with industry standards, and that all services will conform to applicable specifications. For work in which Contractor produces a design to be used for construction purposes, Contractor shall carefully check all unit quantities and quantity calculations and shall submit them for County review. If the County experiences additional costs during project construction which are directly associated with errors and omissions (professional negligence) which, require change orders to the construction contract resulting in costs greater than the construction contract bid unit costs, Contractor shall be financially liable for such increased costs. 12. Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance. Contractor must secure, before the commencement of the Work, the following insurance covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. For all coverages, Contractor's insurer shall waive subrogation rights against County. Contractor shall provide coverage with limits of liability no less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a "following form" basis. Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Colorado and with an "A.M. Best" rating of not less than A -VII. The County in no way warrants that the above -required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. Required Types of Insurance Workers' Compensation and Employer's Liability insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation 5 against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A (Workers' Compensation) Statutory Coverage B (Employers Liability) $ 100,000 $ 100,000 $ 500,000 Commercial General Liability Insurance - Occurrence Form Policy shall include bodily injury, property damage, liability assumed under an Insured Contract. The policy shall be endorsed to include the following additional insured language: "Weld County, its subsidiary, parent, elected officials, trustees, employees, associated and/or affiliated entities, successors, or assigns, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor." Such policy shall include Minimum Limits as follows: General Aggregate $ 1,000,000 Products/Completed Operations Aggregate $ 1,000,000 Each Occurrence Limit $ 1,000,000 Personal/Advertising Injury $ 1,000,000 Automobile Liability Insurance Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles used in the performance of this Contract. Such policy shall maintain Minimum Limits as follows: Bodily Injury/Property Damage (Each Accident) $ 1,000,000 Professional Liability (Errors and Omissions Liability) The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract. Contractor shall maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from professional services. In the event that the professional liability insurance required by this Contract is written on 6 a claims -made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. Minimum Limits: Per Loss Aggregate $ 1,000,000 $ 2,000,000 14. Proof of Insurance. Upon County's request, Contractor shall provide to County, for examination, a policy, endorsement, or other proof of insurance as determined in County's sole discretion. Provided information for examination shall be considered confidential, and as such, shall be deemed not subject to Colorado Open Records Act (CORA) disclosure. All insurers must be licensed or approved to do business within the State of Colorado, and unless otherwise specified, all policies must be written on a per occurrence basis. The Contractor shall provide the County with a Certificate of Insurance evidencing all required coverages, before commencing work or entering the County premises. The Contractor shall furnish the County with certificates of insurance (ACCORD) form or equivalent approved by the County as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Contractor shall name on the Certificate of Insurance "Weld County, its successors or assigns; its elected officials, employees, agents, affiliated entities, and volunteers as Additional Insureds" for work that is being performed by the Contractor. On insurance policies where Weld County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract. Each insurance policy required by this Agreement must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of the project, and for a longer period of time if required by other provisions in this Agreement. Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of contract. All certificates and any required endorsement(s) shall be sent directly to the County Department Representative's Name and Address. The project/contract number and project description shall be noted on the Certificate of Insurance. The County reserves the right to require complete, certified copies of all insurance policies required by this Agreement at any time, and such shall also be deemed confidential. 7 Any modification or variation from the insurance requirements in this Agreement shall be made by the County Attorney's Office, whose decision shall be final. Such action will not require a formal contract amendment but may be made by administrative action. 15. Additional Insurance Related Requirements. The County requires that all policies of insurance be written on a primary basis, non-contributory with any other insurance coverages and/or self-insurance carried by the County. The Contractor shall advise the County in the event any general aggregate or other aggregate limits are reduced below the required per occurrence limit. At their own expense, the Contractor will reinstate the aggregate limits to comply with the minimum requirements and shall furnish the County with a new certificate of insurance showing such coverage is in force. Commercial General Liability Completed Operations coverage must be kept in effect for up to three (3) years after completion of the project. Contractors Professional Liability (Errors and Omissions) policy must be kept in effect for up to three (3) years after completion of the project. Certificates of insurance shall state that on the policies that the County is required to be named as an Additional Insured, the insurance carrier shall provide a minimum of 30 days advance written notice to the County for cancellation, non - renewal, suspension, voided, or material changes to policies required under this Agreement. On all other policies, it is the Contractor's responsibility to give the County 30 days' notice if policies are reduced in coverage or limits, cancelled or non -renewed. However, in those situations where the insurance carrier refuses to provide notice to County, the Contractor shall notify County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days or receipt of insurer's notification to that effect. The Contractor agrees that the insurance requirements specified in this Agreement do not reduce the liability Contractor has assumed in the indemnification/hold harmless section of this Agreement. Failure of the Contractor to fully comply with these requirements during the term of this Agreement may be considered a material breach of contract and may be cause for immediate termination of the Agreement at the option of the County. The County reserves the right to negotiate additional specific insurance requirements at the time of the contract award. 16. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above -described insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein. 8 Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County. 17. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. 18. Certification of Compliance with Insurance Requirements. The Contractor stipulates that it has met the insurance requirements identified herein. The Contractor shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. 19. Mutual Cooperation. The County and Contractor shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss, including the execution and delivery of any proof of loss or other actions required to effect recovery. 20. Indemnity. The Contractor shall indemnify, hold harmless and, not excluding the County's right to participate, defend the County, its officers, officials, agents, and employees, from and against any and all liabilities, claims, actions, damages, losses, and expenses including without limitation reasonable attorneys' fees and costs, (hereinafter referred to collectively as "claims") for bodily injury or personal injury including death, or loss or damage to tangible or intangible property caused, or alleged to be caused in whole or in part by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Workers' Compensation Law or arising out of the failure of such contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the County shall, in all instances, except for claims arising solely from the negligent or willful acts or omissions of the County, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of award of this contract, the Contractor agrees to 9 waive all rights of subrogation against the County, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the County. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. A failure of Contractor to comply with these indemnification provisions shall result in County's right but not the obligation to terminate this Agreement or to pursue any other lawful remedy. 21. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 22. Examination of Records. To the extent required by law, the Contractor agrees that an duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. Contractor agrees to maintain these documents for three years from the date of the last payment received. 23. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes, or Governmental actions. 24. Notices. County may designate, prior to commencement of Work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: a) personal service by a reputable courier service requiring signature for receipt; or b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required and received by the sending party; or 10 Either party may change its notice address(es) by written notice to the other. Notice may be sent to: TO CONTRACTOR: Name: Eric Reitan-EVstudio LLC Position: Director of Electrical Department Address: 5335 W. 48th Ave, Ste 300 Address: Denver 80212 E-mail: eric.reitan@evstudio.com Phone: 303-228-6200 TO COUNTY: Name: Patrick Oneill Position: Director Facilities Address: 1105 H Street Address: Greeley Colorado 80634 E-mail: poneill@weld.gov Phone: 970-400-2023 Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 25. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Contractors or persons to perform services of the same or similar nature. 26. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 27. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 28. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 11 29. Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. 30. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 31. Non -Waiver. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Contract, the monetary limitations or any other immunities, rights, benefits, and protections, provided by the Colorado Governmental Immunity Act §§24-10-101 et seq., as from time to time amended, or otherwise available to the County, its subsidiary, associated and/or affiliated entities, successors, or assigns; or its elected officials, employees, agents, and volunteers. 32. No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 33. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado, or its designee. 34. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 36. No Employment of Unauthorized Aliens - Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an unauthorized alien who will perform work under this Agreement (see 8 U.S.C.A. §1324a and (h)(3)), nor enter into a contract with a subcontractor that employs or contracts with an unauthorized alien to perform work under this Agreement. Upon request, contractor shall deliver to the County a written notarized affirmation that it has examined the legal work status of an employee and shall comply with all other requirements of 12 federal or state law, including employment verification requirements contained within state or federal grants or awards funding public contracts. Contractor agrees to comply with any reasonable request from the Colorado Department of Labor and Employment in the course of any investigation. If Contractor fails to comply with any requirement of this provision, County may terminate this Agreement for breach, and if so terminated, Contractor shall be liable for actual and consequential damages. 37. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 38. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. CONTRACTOR: EVstudio, LLC By: Name: Eric Reitan Title: Director of Electrical Department 03/28/2025 Date of Signature WELD CO TY: ATTEST: Mizstaiv jdui;,1 BOARD OF COUNTY COMMISSIONERS Weld County lerk to the Board WELD COUNTY, COLORADO BY: Deputy Clerk to the Board Alt, .1 141/4114 AA. 14 L uck, Chair 13 APR 1 4, 2025 7 67.5 -100-1 IFB Schedules Exhibit A Weld County Finance Department Purchasing Division 1301 North 17th Avenue Greeley, Colorado 80631 Professional Services — Invitation for Bid (IFB) Cover Sheet Bid Number: Title: Advertisement Date: Pre -Bid Meeting: Pre -Bid Location: Questions Due: Questions Posted: Questions email: Bid Due Date: Bid Delivery: B2500030 Architectural and Electrical Design Services New A/C Generator Plug for the Weld County Law Administration Building February 19, 2025 March 5, 2025, at 9:00 AM 1950 O Street Greeley, Colorado March 12, 2025, by 5:00 PM March 13, 2025, by 5:00 PM bids a�weld.gov March 19, 2025, by 10:00 am, Purchasing's Clock P referred email to bids@weld.gov or option to hand delivery to 1301 N orth 17th Avenue, Greeley, CO 80631 For additional information: bids@weld.gov Documents Included in this Bid Package IFB Attachments Schedule A: Bid Instructions S chedule B: Scope of Work S chedule C: Project Schedule S chedule D: Bid Form Schedule E: Insurance Attachment 1 — Electrical Drawings Generator 1 -Law Administration Building Attachment 2 —Electrical Drawings Generator 2 -Law Administration Building Form Revision 12-2024 Table of Contents Professional Services — Invitation for Bid (IFB) Cover Sheet 1 Documents Included in this Bid Package 1 IFB Schedules 1 Table of Contents 2 Schedule A - Bid Instructions 3 Purpose/Background 3 Bid Advertisement 3 Bid Submission 3 Introductory Information 3 Cooperative Purchasing 4 Schedule B - Scope of Work 6 Project Overview 6 Method of Procurement C Pricing Method s Specific Requirements and Responsibilities 6 Schedule C - Procurement Schedule 9 Schedule D — Bid Response Form 10 Bid Submittal Instructions 10 Fees 10 Attestation 10 Schedule E — Insurance 12 Insurance 12 Insurance Mailing Information 15 Schedule F - Weld County Contract 16 Contractual Obligations 16 Weld County Standard Contract 16 Schedule A - Bid Instructions Purpose/Background The Board of County Commissioners of Weld County, Colorado, by and through its Purchasing Office (collectively referred to herein as, "Weld County"), wishes to purchase the following: Architectural and Electrical Design Services New A/C Generator Plug for the Weld County Law Administration Building A Mandatory pre -bid conference will be held on March 5, 2025, at 9:00 AM at 1950 O Street, Greeley, CO 80631. Bidders must participate and record their presence at the pre -bid conference to be eligible to submit bids. Bids will be received until: March 19, 2025, at 10:00 am (Weld County Purchasing Time Clock). The submitted bids will be read over a Microsoft Teams Conference Call on March 19, 2025, at 10:30 am. To join, call the phone number and enter the Conference ID provided below or you are invited to attend the bid opening in person at the Weld County Purchasing Conference Room, 1301 N. 17th Avenue, Greeley, CO 80631. Microsoft By Phone Teams Meeting Join the meeting now Phone +1 720-439-5261„496595464# ID: 217 383 rg6dW2V4 960 509 United conference States, ID: Denver 496 595 464# Passcode: Bid Advertisement You can find information concerning this request on the BidNet Direct website at https://www.bidnetdirect.com/ Weld County Government is a member of BidNet Direct. BidNet Direct is an on-line notification system which is being utilized by multiple non-profit and governmental entities. Participating entities post their bids, quotes, proposals, addendums, and awards on this one centralized system. Bid Submission 1. PREFERRED: email bids to bidsweld.gov If your bid exceeds 25MB please upload your bid to https://www.bidnetdirect.com. The maximum file size to upload to BidNet Direct is 500 MB. If vendor does not desire email submission, sealed bids will be received at the Office of the Weld County Purchasing in the Weld County Building located at 1301 North 17th Avenue, Greeley, CO 80631 by the bid due date and time. 2. PDF format is required. Emailed bids must include the following statement on the email: "I hereby waive my right to a sealed bid". An email confirmation will be sent when your bid has been received. Please call Purchasing at 970-400-4222 or 4223 with any questions. Introductory Information 1. Bids shall be typewritten or written in ink on forms prepared by the Weld County Purchasing Division. Each bid must give the full business address of bidder and be signed by authorized person. Bids by partnerships must furnish the full names of all partners and must be signed with the partnership name by one of the members of the partnership or by an authorized Solicitation # B2500030 Page 3 representative, followed by the signature and title of the person signing. Bids by corporations must be signed with the legal name of the corporation, followed by the name of the state of the incorporation and by the signature and title of the president, secretary, or other person authorized to bind it in the matter. The name of each person signing shall also be typed or printed below the signature. A bid by a person who affixes to his signature the word "president," "secretary," "agent," or other title without disclosing his principal, may be held to be the bid of the individual signing. When requested by the Weld County Procurement Manager satisfactory evidence of the authority of the officer signing on behalf of a corporation shall be furnished. A power of attorney must accompany the signature of anyone not otherwise authorized to bind the Bidder. All corrections or erasures shall be initialed by the person signing the bid. All bidders shall agree to comply with all of the conditions, requirements, specifications, and/or instructions of this bid as stated or implied herein. All designations and prices shall be fully and clearly set forth. All blank spaces in the bid forms shall be suitably filled in. Bidders are required to use the Proposal Forms which are included in this package and on the basis indicated in the Bid Forms. The Bid Proposal must be filled out completely, in detail, and signed by the Bidder. 2. Late or unsigned bids shall not be accepted or considered. It is the responsibility of the bidder to ensure that the bid arrives in the Weld County Purchasing Division on or prior to the time indicated in Section 1, entitled, "Notice to Bidders." Hard copy bids received prior to the time of opening will be kept unopened in a secure place. No responsibility will attach to the Weld County Procurement Manager for the premature opening of a bid not properly addressed and identified. Bids may be withdrawn upon written request to and approval of the Weld County Procurement Manager; said request being received from the withdrawing bidder prior to the time fixed for award. Negligence on the part of a bidder in preparing the bid confers no right for the withdrawal of the bid after it has been awarded. Bidders are expected to examine the conditions, specifications, and all instructions contained herein, failure to do so will be at the bidders' risk. 3. In accordance with Section 14-9(3) of the Weld County Home Rule Charter, Weld County will give preference to resident Weld County bidders in all cases where said bids are competitive in price and quality. It is also understood that Weld County will give preference to suppliers from the State of Colorado, in accordance with C. R.S. § 30-11-110 (when it is accepting bids for the purchase of any books, stationery, records, printing, lithographing or other supplies for any officer of Weld County). Weld County reserves the right to reject any and all bids, to waive any informality in the bids, to award the bid to multiple vendors, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor. 4. In submitting the bid, the bidder agrees that the signed bid submitted, all of the documents of the Invitation for Bid contained herein (including, but not limited to the product specifications and scope of services), the formal acceptance of the bid by Weld County, and signature of the Chair of the Board of County Commissioners, together constitutes a contract, with the contract date being the date of signature by the Chair of the Board of County Commissioners. Cooperative Purchasing Weld County encourages cooperative purchasing in an effort to assist other agencies to reduce their cost of bidding and to make better use of taxpayer dollars through volume purchasing. Vendor(s) may, at their discretion, agree to extend the prices and/or terms of the resulting award to other state or local government agencies, school districts, or political subdivisions in the event Solicitation # B2500030 Page 4 they would have a need for the same product/service Usage by any entity shall not have a negative impact on Weld County in the current term or in any future terms Solicitation # B2500030 Page 5 Schedule B - Scope of Work Project Overview Weld County is seeking bids for a vendor to provide Architectural and Electrical Engineering Services for adding two new A/C generator plugs for the following building/ addresses. Law Administration Building located at 1950 O Street, Greeley, Colorado. Currently this building has two existing backup generators. Method of Procurement Invitation for Bid (IFB): An Invitation for Bid (IFB) is a procurement method often referred to as a sealed bid solicitation. When issued, the bid package is considered complete for bidding purposes. Responsiveness to the solicitation's terms and conditions are required. Incomplete or non -responsive bids will be eliminated from consideration. Low price is the key consideration by Weld County in awarding and IFB contract. Pricing Method Lump Sum Price: The lump sum price is the simplest and easiest price. Based on specifications, the contractor estimates their cost to provide the work, adds a profit margin, then proposes the sum as a price of the project. Lump Sum requires the proposals to include a fixed, not -to -exceed lump sum, which shall include all costs that may be paid to the contractor. The solicitation may include an itemized list of costs, in which case the proposals shall include itemized costs. Specific Requirements and Responsibilities The scope of this project is for design for two new manual transfer switches & two NEMMA approved disconnect for future portable generator use in place of two existing emergency generators at the Weld Count Law Administration Building. The bidding firm is to include design services for a new MTS and disconnect switches for the two existing generators and all other necessary equipment to accommodate the new manual transfer switches. The design consultant will be responsible for designing all scopes of work as outlined below. The below Scope of Work should be considered as the minimum that the consultant shall provide within the bid. 1. Consultant shall provide working construction drawings and engineering documents for the new manual transfer switch and disconnect. These documents will be used to bid the new backup generators in a competitive bid for construction. 2. Consultant will be responsible for reviewing existing electrical equipment and conditions to determine the requirements for new backup systems. 3. New equipment shall be sized and designed to meet the needs of the spaces in which the generator serves. 4. Design services shall include the sizing and infrastructure for new manual transfer switches and a/c generator plugs into the existing building electrical systems for each working backup generator. 5. The design shall also include showing any necessary repairs that will be needed to the building if necessary. 6. This bid will be for all engineering required for a final complete set of "for construction drawings". This includes any necessary documents for review and approval of the Weld County Planning department. Solicitation # B2500030 Page 6 7 Specifications will be provided by the engineer as part_ of the design deliverable 8 Design consultant will be required to review RFIs and submittals and provide responses back on the content submitted 9 Specify any necessary Site Acceptance Testing or Factory Acceptance Testing if required Project Priority Scheduling: This will require a complete finished set of construction documents listed below Plans / Documents' (At a minimum the county requires the following) 1 Single -Line drawings 2 Load Calculations for generator sizing 3 Panel Schedules 4 Plan and Section Views of new equipment locations 5 Conduit routing plans 6 Grounding plans 7 Civil and Architectural drawings as needed 8 Electrical and Controls drawings, including winng schematics for all new systems and connections to existing systems 9 Complete package of vendor drawings from the approval stage through final design 10 Provide complete hardcopies and electronic AutoCAD files of project final drawings to the County 11 All related engineering calculations, QA/QC, and manufactured equipment documentation 12 All other items required by referenced codes, standards, and ordinances Data And Information Review: The Consultant shall be responsible for researching, collecting, and analyzing relevant information needed to effectively execute this scope of work The Consultant shall be responsible for A Local, state, and federal regulations B Weld County will provide copies of existing plans, as -needed, on a per -project basis Computer -Aided Design (CAD)/ AutoCAD copies of plans are typically NOT available Project Summary and Report: Upon completion of construction work, the Consultant shall prepare final as -built drawings of the Project A Provide to Weld County one (1) hardcopy and one (1) set of PDF documents of the completed project documented along with AutoCAD files with final as -built drawings of the Project Solicitation # B2500030 Page 7 B. Conduct a post -meeting debriefing discussion with the County Project Team. Use Of Sub Consultants: The proposer shall indicate in their bid any work intended to be performed by sub - consultants or persons outside of the firm. The proposer shall name the sub -consultants, if known,at the time of bid submittal. Solicitation # B2500030 Page 8 Schedule C - Procurement Schedule Below is the anticipated schedule for procurement of this solicitation: Advertisement Date Pre -Proposal Meeting (Mandatory) Technical Questions Due Technical Questions email Questions Answered via Addendum Proposals Are Due Solicitation Notice of Award (Anticipated) Contract Execution (Anticipated) Notice to Proceed (Anticipated) Completion February 19, 2025 March 5, 2025, at 9:00 AM 1950 O Street Greeley Colorado March 12, 2025, by 5:00 PM bids(a,weld.gov March 13, 2025, by 5:00 PM March 19, 2025, by 10:00 AM Purchasing's Clock April 7, 2025 April 21, 2025 April 22, 2025 June 30, 2025 Solicitation # B2500030 Page 9 Schedule D - Bid Response Form Bid Submittal Instructions The following items must be completed and submitted with your bid on or before the bid opening deadline of 10:00 am on March 19, 2025 1) Schedule D — Bid Response Form 2) Any potential or future Addenda must be completed/acknowledged. 3) All other items as requested in the Bid Specifications and/or Scope of Work. Failure to include any of the above items upon submittal of your bid may result in your bid being incomplete, non -responsive, and your bid being rejected. If there are any exclusions or contingencies submitted with your bid it may be disqualified. Fees Provide fees for this project below: Services Price Architectural Design $ $ Electrical Design Other (Describe) $ Total Lump Sum Cost $ Attestation The undersigned, by his or her signature, hereby acknowledges and represents that: 1. The bid proposed herein meets all the conditions, specifications and special provisions set forth in the Invitation for Bid for Request No. #B2500030. 2. The quotations set forth herein are exclusive of any federal excise taxes and all other state and local taxes. 3. He or she is authorized to bind the below -named bidder for the amount shown on the accompanying bid sheets. 4. Acknowledgement that bidder is required to submit a current IRS Form W9 upon award and prior to contracting. 5. Acknowledgement of Schedule E — Insurance 6. Acknowledgment of Schedule F — Weld County Contract 7. By submitting a responsive bid or proposal, the supplier agrees to be bound by all terms and conditions of the solicitation as established by Weld County. 8. Weld County reserves the right to reject any and all bids, to waive any informality in the bids, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor. Item Entry Solicitation # B2500030 Page 10 Company Name Address Phone Email FEIN/Federal Tax ID # CONTRACTOR By Name Title Date of Signature Solicitation # B2500030 Page 11 Schedule E — Insurance Insurance Required Types of Insurance Workers' Compensation and Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A (Workers' Compensation) Coverage B (Employers Liability) Statutory 100,000 100,000 500,000 Commercial General Liability Insurance - Occurrence Form Policy shall include bodily injury, property damage, liability assumed under an Insured Contract. The policy shall be endorsed to include the following additional insured language: "Weld County, its subsidiary, parent, elected officials, trustees, employees, associated and/or affiliated entities, successors, or assigns, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor." Such policy shall include Minimum Limits as follows: General Aggregate Products/Completed Operations Aggregate Each Occurrence Limit Personal/Advertising Injury S S 1,000,000 1,000,000 1,000,000 1,000,000 Automobile Liability Insurance Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles used in the performance of this Contract. Such policy shall maintain Minimum Limits as follows: Bodily Injury/Property Damage (Each Accident) $ 1,000,000 Professional Liability (Errors and Omissions Liability) The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract. Contractor shall maintain limits for all claims Solicitation # B2500030 Page 12 covenng wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from professional services In the event that the professional' liability insurance required by this Contract is wntten on a claims -made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract, and that either continuous coverage will be maintained, or an extended discovery penod will be exercised for a period of two (2) years beginning at the time work under this Contract is completed Minimum Limits Per Loss Aggregate $ 1,000,000 2,000,000 14 , Proof of Insurance. Upon County's request, Contractor shall provide to County, for examination, a policy, endorsement, or other proof of insurance as determined in County's sole discretion Provided information for examination shall be considered confidential, and as such, shall be deemed not subject to Colorado Open Records Act (CORA) disclosure All insurers must be licensed or approved to do business within the State -of Colorado, and unless otherwise specified, all policies must be wntten on a per occurrence basis The Contractor shall provide the County with a Certificate of Insurance evidencing all required coverages, before commencing work or entering the County premises The Contractor shall furnish the County with certificates of insurance (ACCORD) form or equivalent approved by the County as required by this Contract The certificates for each insurance policy are to be signed by a person authonzed by that insurer to bind coverage on its behalf The Contractor shall name on the Certificate of Insurance "Weld County, its successors or assigns, its elected officials, employees, agents, affiliated entities, and volunteers as Additional Insureds" for work that is being performed by the Contractor On insurance policies where Weld County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract Each insurance policy required by this Agreement must be in "effect at or pnor to commencement of work under this Agreement and remain in effect for the duration rof the project, and for a longer penod of time if required by other provisions in this Agreement Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a matenal breach of contract All certificates and any required endorsement(s) shall be sent, directly to the County Department Representative's Name and Address The project/contract number and project description shall be noted on the Certificate of Insurance' The County reserves the nght to require complete, certified copies of all insurance policies required by this Agreement at any time, and such shall also be deemed confidential i Any modification or variation from the insurance requirements in this Agreement shall be made by the County Attorney's Office, whose decision shall be final, Such action will not require a formal contract amendment but may be made by administrative action 15 Additional Insurance Related Requirements. The County requires that all policies of insurance be written on a pnmary basis, non-contributory with any other insurance coverages Solicitation # B2500030 - Page 13 and/or self-insurance carried by the County. The Contractor shall advise the County in the event any general aggregate or other aggregate limits are reduced below the required per occurrence limit. At their own expense, the Contractor will reinstate the aggregate limits to comply with the minimum requirements and shall furnish the County with a new certificate of insurance showing such coverage is in force. Commercial General Liability Completed Operations coverage must be kept in effect for up to three (3) years after completion of the project. Contractors Professional Liability (Errors and Omissions) policy must be kept in effect for up to three (3) years after completion of the project. Certificates of insurance shall state that on the policies that the County is required to be named as an Additional Insured, the insurance carrier shall provide a minimum of 30 days advance written notice to the County for cancellation, non -renewal, suspension, voided, or material changes to policies required under this Agreement. On all other policies, it is the Contractor's responsibility to give the County 30 days' notice if policies are reduced in coverage or limits, cancelled or non -renewed. However, in those situations where the insurance carrier refuses to provide notice to County, the Contractor shall notify County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days or receipt of insurer's notification to that effect. The Contractor agrees that the insurance requirements specified in this Agreement do not reduce the liability Contractor has assumed in the indemnification/hold harmless section of this Agreement. Failure of the Contractor to fully comply with these requirements during the term of this Agreement may be considered a material breach of contract and may be cause for immediate termination of the Agreement at the option of the County. The County reserves the right to negotiate additional specific insurance requirements at the time of the contract award. 16. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above -described insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein. Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County. 17. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. Solicitation # B2500030 Page 14 Insurance Mailing Information Certificates of Insurance and endorsements shall be provided to the County via electronic correspondence or mail using the information below: Email: Project Manager: Jeremy Duran Email: jduran@weld.gov Telephone: 970-400-2045 Mail: Weld County Facilities Department ATTN: Jeremy Duran PO Box 758 Greeley, CO 80632 Solicitation # B2500030 Page 15 Schedule F - Weld County Contract Contractual Obligations 1 The successful Contractor will be required to sign a contract substantially similar to the Weld County Standard Contract shown in Schedule F of this document. The County reserves the right to add or delete provisions to the form prior to Agreement execution. 2. Issuance of this solicitation does not commit the County to award any agreement or to procure. 3. If a formal contract is required, the Contractor agrees and understands that a Notice of Award does not constitute a contract or create a property interest of any nature until a contract is signed by the Awardee and the Board of County Commissioners and/or their authorized designee. 4. Contractor is responsible for reviewing the Weld County Standard Contract and understanding the terms and conditions contained therein, including, but not limited to, insurance requirements, indemnification, illegal aliens, equal opportunity, non - appropriation, and termination. 5. Contractor's Response to this solicitation is a willingness to enter into the Weld County Standard Contract or Contractor shall identify and include any proposed revisions they have for the Weld County Standard Contract. Any proposed revisions made by the Contractor after the County Notice of Intent to Award the Solicitation may be grounds for rescinding said Notice. The identification of willingness to enter into the standard Agreement is for general purposes at this time but is part of the evaluation process and must be included. There may be negotiations on a project -by -project basis that provide further clarification. Weld County Standard Contract Below is the standard Weld County Contract for Professional Services. PROFESSIONAL SERVICE AGREEMENT BETWEEN WELD COUNTY AND [CONTRACTOR] THIS AGREEMENT is made and entered into this day of , 202_, by and between the Board of Weld County Commissioners, on behalf of [DEPARTMENT], hereinafter referred to as "County," and [CONTRACTOR], hereinafter referred to as "Contractor". WHEREAS, County desires to retain Contractor to perform services as required by County and set forth in the attached Exhibits; and WHEREAS, Contractor is willing and has the specific ability, qualifications, and time to perform the required services according to the terms of this Agreement; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the services as set forth below. Solicitation # B2500030 Page 16 NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in the attached Exhibits, each of which forms an integral part of this Agreement and are incorporated herein. The parties each acknowledge and agree that this Agreement, including the attached Exhibits, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements (the "Work"). If a conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement shall control, and the remaining order of precedence shall be based upon order of attachment. Exhibit A consists of County's Request for Bid (RFB) or Request for Proposal (RFP) as set forth in Bid Package No. B Exhibit B consists of Contractor's Response to County's Request. 2 Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the Work described in the attached Exhibits. Contractor shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Work within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins upon the date of the mutual execution of this Agreement and shall continue through and until Contractor's completion of the responsibilities described in the attached Exhibits. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. This Agreement may be extended upon mutual written agreement of the Parties. 4 Termination; Breach; Cure. County may terminate this Agreement for its own convenience upon thirty (30) days written notice to Contractor. Either Party may immediately terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure such breach. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to County all drawings, drafts, or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Copies of work product that is incomplete at the time of termination shall be marked "DRAFT - INCOMPLETE." If this Agreement is terminated by County, Contractor shall be compensated for, and such compensation shall be limited to, (1) the sum of the amounts contained in invoices which it has submitted and which have been approved by the County; (2) the reasonable value to County of the services which Contractor provided prior to the date of the termination notice, but which had not yet been approved for payment; and (3) the cost of any work which the County approves in writing which it determines is needed to accomplish an orderly termination of the work. County shall be entitled to the use of all material generated pursuant to this Agreement upon termination. Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. Solicitation # B2500030 Page 17 5. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by the County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. In the event the County shall require changes in the scope, character, or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties, and this Agreement shall be modified accordingly by Change Order. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated Change Order, unless approved and documented otherwise by the County Representative. Any change in work made without such prior Change Order shall be deemed covered in the compensation and time provisions of this Agreement, unless approved and documented otherwise by the County Representative. 6 Compensation. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor an amount not to exceed $ as set forth in the Exhibits. No payment in excess of that set forth in the Exhibits will be made by County unless a Change Order authorizing such additional payment has been specifically approved by Weld County as required pursuant to the Weld County Code. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 7 Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees or agents of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement Any provisions in this Contract that may appear to give the County the right to direct contractor as to details of doing work or to exercise a measure of Solicitation # B2500030 Page 18 control over the work mean that Contractor shall follow the direction of the County as to end results of the work only The Contractor is obligated to pay all federal and state income tax on any moneys earned or paid pursuant to this contract - 8 Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's pnor wntten consent, which may be withheld in County's sole discretion County shall have the nght in its reasonable discretion to approve all personnel assigned to the Work dunng the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County County shall have the nght (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired,by Contractor and Contractor shall cooperate in such process The Contractor shall be responsible for the acts and omissions of its agents, employees, and subcontractors 9 Ownership. All work and information obtained by Contractor, under this Agreement or individual work order shall become or remain (as applicable), the property of County In addition, all reports, documents, data, plans, drawings, records, and computer files generated by Contractor in, relation to this Agreement and all reports, test results and all other tangible matenals obtained and/or produced in connection with the performance of this Agreement, -whether or not such materials are in completed form, shall at all times be considered the - property of the County Contractor shall not make use of such material for purposes other than in connection with this Agreement without pnor wntten approval of County 10 Confidentiality Confidential information of the Contractor should be transmitted, separately from non -confidential information, clearly denoting in red on the relevant document at the top the word, "CONFIDENTIAL " However, Contractor is advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (CORA), C R S 24-72-201, et seq , with regard to public records, and cannot guarantee the confidentiality of all documents Contractor agrees to keep confidential all of County's confidential information Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking wntten permission from the County Contractor agrees to advise its employees, agents, and consultants, of the confidential and propnetary nature of this confidential information and of the restrictions imposed by this Agreement 11 Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement Contractor further represents and warrants that all Work shall be performed by qualified personnel in a professional manner, consistent with industry standards, and that all services will conform to applicable specifications For work in which Contractor produces a design to be used for construction purposes, Contractor shall carefully check all unit quantities and quantity calculations and shall submit them for County review If the County experiences additional costs during project construction which are directly associated with errors and omissions (professional negligence) which require change orders to the construction contract resulting in costs greater than the construction contract bid unit costs, Contractor shall be financially liable for such increased costs Solicitation # B2500030 Page 19 12. Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall n ot in any way relieve Contractor of responsibility for the quality and accuracy of the project. In n o event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under this Agreement shall n ot be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance. Contractor must secure, before the commencement of the Work, the following insurance covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. For all coverages, Contractor's insurer shall waive subrogation rights against County. Contractor shall provide coverage with limits of liability no less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a "following form" basis. Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Colorado and with an "A.M. Best" rating of not less than A -VII. The County in no way warrants that the above -required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. Required Types of Insurance Workers' Compensation and Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A (Workers' Compensation) Coverage B (Employers Liability) $ $ Statutory 100,000 100,000 500,000 Commercial General Liability Insurance - Occurrence Form Policy shall include bodily injury, property damage, liability assumed under an Insured Contract. The policy shall be endorsed to include the following additional insured language: "Weld County, its subsidiary, parent, elected officials, trustees, employees, associated and/or affiliated entities, successors, or assigns, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor." Solicitation # B2500030 Page 20 Such policy shall include Minimum Limits as follows General Aggregate $ 1,000,000 Products/Completed Operations Aggregate $ 1,000,000 Each Occurrence Limit $ 1,000,000 Personal/Advertising Injury $ 1,000,000 Automobile Liability Insurance Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles used in the performance of this Contract Such policy shall maintain Minimum Limits as follows Bodily Injury/Property Damage (Each Accident) $ 1,000,000 Professional Liability (Errors and Omissions Liability) The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract Contractor shall maintain limits for all claims covenng wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from professional services In the event that the professional liability insurance required by this Contract is written on a claims -made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract, and that either continuous coverage will be maintained, or an extended discovery penod will be exercised for a penod of two (2) years beginning at the time work under this Contract is completed Minimum Limits Per Loss Aggregate $ 1,000,000 $ 2,000,000 14 Proof of Insurance. Upon County's request, Contractor shall provide to County, for examination, a policy, endorsement, or other proof of insurance as determined in County's sole discretion Provided Information for examination shall be considered confidential, and as such, shall be deemed not subject to Colorado Open Records Act (CORA) disclosure All Insurers must be licensed or approved to do business within the State of Colorado, and unless otherwise specified, all policies must be wntten on a per occurrence basis The Contractor shall provide the County with a Certificate of Insurance evidencing all required coverages, before commencing work or entenng the County premises The Contractor shall furnish the County with certificates of Insurance (ACCORD) form or equivalent approved by the County as required by this Contract The certificates for each insurance policy are to be signed by a person authonzed by that insurer to bind coverage on its behalf The Contractor shall name on the Certificate of Insurance "Weld County, its successors or assigns, its elected officials, employees, agents, affiliated entitles, and volunteers as Additional Insureds" for work that is being performed by the Contractor Solicitation # B2500030 Page 21 On insurance policies where Weld County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract. Each insurance policy required by this Agreement must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of the project, and for a longer period of time if required by other provisions in this Agreement. Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of contract. All certificates and any required endorsement(s) shall be sent directly to the County Department Representative's Name and Address. The project/contract number and project description shall be noted on the Certificate of Insurance. The County reserves the right to require complete, certified copies of all insurance policies required by this Agreement at any time, and such shall also be deemed confidential. Any modification or variation from the insurance requirements in this Agreement shall be made by the County Attorney's Office, whose decision shall be final. Such action will not require a formal contract amendment but may be made by administrative action. 15. Additional Insurance Related Requirements. The County requires that all policies of insurance be written on a primary basis, non-contributory with any other insurance coverages and/or self-insurance carried by the County. The Contractor shall advise the County in the event any general aggregate or other aggregate limits are reduced below the required per occurrence limit. At their own expense, the Contractor will reinstate the aggregate limits to comply with the minimum requirements and shall furnish the County with a new certificate of insurance showing such coverage is in force. Commercial General Liability Completed Operations coverage must be kept in effect for up to three (3) years after completion of the project. Contractors Professional Liability (Errors and Omissions) policy must be kept in effect for up to three (3) years after completion of the project. Certificates of insurance shall state that on the policies that the County is required to be named as an Additional Insured, the insurance carrier shall provide a minimum of 30 days advance written notice to the County for cancellation, non -renewal, suspension, voided, or material changes to policies required under this Agreement. On all other policies, it is the Contractor's responsibility to give the County 30 days' notice if policies are reduced in coverage or limits, cancelled or non -renewed. However, in those situations where the insurance carrier refuses to provide notice to County, the Contractor shall notify County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days or receipt of insurer's notification to that effect. The Contractor agrees that the insurance requirements specified in this Agreement do not reduce the liability Contractor has assumed in the indemnification/hold harmless section of this Agreement. Failure of the Contractor to fully comply with these requirements during the term of this Agreement may be considered a material breach of contract and may be cause for immediate termination of the Agreement at the option of the County. The County reserves the right to Solicitation # B2500030 Page 22 negotiate additional specific insurance requirements at the time of the contract award 16 Subcontractor Insurance Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above-descnbed insurance pnor to their commencement of the Work, or otherwise that they arecoveredby the Contractor's policies to the minimum limits as required herein Contractor agrees to provide proof of insurance for all such subcontractors upon request by the,County 17 No limitation of Liability The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might anse out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors The Contractor shall assess its own nsks and -if it deems appropnate and/or prudent, maintain higher limits and/or broader coverages The Contractor is not relieved of any liabilityor other obligations assumed or pursuant to the Contract by reason of, its failure to obtain or maintain insurance in sufficient amounts, duration, or types The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement 18 Certification of Compliance with Insurance Requirements , The Contractor stipulates that it has met the insurance requirements identified herein The Contractor shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies 19 Mutual Cooperation The County and Contractor shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss, including ' the execution and delivery of any proof of loss or other actions required to effect recovery 20 Indemnity. The Contractor shall indemnify, hold harmless and, not excluding the County's nght to participate, defend the County, its officers, officials, agents, and employees, from and against any and all liabilities, claims, actions, damages, -losses, and expenses including without limitation reasonable attorneys' fees and costs, (hereinafter referred to collectively as "claims") for bodily injury or personal injury including death, or loss or damage to tangible or intangible property caused, or alleged to be caused in whole or in part by the negligent or willful acts -or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors This indemnity includes any claim or amount arising out of or recovered under the Workers' Compensation Law or ansing out of the failure of such contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree It is the specific intention of the parties that the County shall, in all instances, except for claims arising solely from the negligent or willful acts or omissions of the County, be indemnified by Contractor from and against any and all -claims It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable In consideration of award of this contract, the Contractor agrees to waive all rights of subrogation against the County, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the County The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this ,Agreement or its failure to comply with the provisions of the Agreement Solicitation # B2500030 Page 23 A failure of Contractor to comply with these indemnification provisions shall result in County's right but not the obligation to terminate this Agreement or to pursue any other lawful remedy. 21. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 22. Examination of Records. To the extent required by law, the Contractor agrees that an duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. Contractor agrees to maintain these documents for three years from the date of the last payment received. 23. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes, or Governmental actions. 24. Notices. County may designate, prior to commencement of Work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: a) personal service by a reputable courier service requiring signature for receipt; or b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required and received by the sending party; or Either party may change its notice address(es) by written notice to the other. Notice may be sent to: TO CONTRACTOR: Name: Position: Address: Address: E-mail: Phone: TO COUNTY: Name: Position: Address: Address: E-mail: Solicitation # B2500030 Page 24 Phone: 25. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 26. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Contractors or persons to perform services of the same or similar nature. 27. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 28. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 29. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50- 507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 30. Survival of Termination. The obligations of the parties under this Agreement that by their n ature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. 31. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or u nenforceable by a court of competent jurisdiction, this Agreement shall be construed and e nforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 32. Non -Waiver. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Contract, the monetary limitations or any other immunities, rights, benefits, and protections, provided by the Colorado Governmental Immunity Act §§24-10-101 et seq., as from time to time amended, or otherwise available to the County, its subsidiary, associated and/or affiliated entities, successors, or assigns; or its elected officials, employees, agents, and volunteers. 33. No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such e nforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any e ntity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. Solicitation # B2500030 Page 25 34. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado, or its designee. 35. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 36. No Employment of Unauthorized Aliens - Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an unauthorized alien who will perform work under this Agreement (see 8 U.S.C.A. §1324a and (h)(3)), nor enter into a contract with a subcontractor that employs or contracts with an unauthorized alien to perform work under this Agreement. Upon request, contractor shall deliver to the County a written notarized affirmation that it has examined the legal work status of an employee and shall comply with all other requirements of federal or state law, including employment verification requirements contained within state or federal grants or awards funding public contracts. Contractor agrees to comply with any reasonable request from the Colorado Department of Labor and Employment in the course of any investigation. If Contractor fails to comply with any requirement of this provision, County may terminate this Agreement for breach, and if so terminated, Contractor shall be liable for actual and consequential damages. 37. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 38. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra -judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. CONTRACTOR: By: Name: Title: Date of Signature WELD COUNTY: ATTEST: BOARD OF COUNTY COMMISSIONERS Solicitation # B2500030 Page 26 Weld County Clerk to the Board WELD COUNTY, COLORADO BY: Deputy Clerk to the Board Solicitation # B2500030 Page 27 Exhibit B EVStUdi0 ARCHITECTURAL ENGINEERING PROPOSAL RESPONSE Bid Number: B2500030 Title: Architectural and Electrical Design Services New A/C Generator Plug for the Weld County Law Administration Building Location: P repared by: N otes: 1950 O Street Greeley, Colorado Eric Reitan, Director of Electrical Department Refer completed portions within Schedules B & D Bid Submittal Instructions The following items must be completed and submitted with your bid on or before the bid opening deadline of 10:00 am on March 19, 2025 1) Schedule D - Bid Response Form 2) Any potential or future Addenda must be completed/acknowledged. 3} All other items as requested in the Bid Specifications and/or Scope of Work. EVstudio acknowledges the following documents issued with the RFP: Documents Addendum No. 1 File i ADDENDUM #1.docx Original Solicitation File • BID SPECS.docx O BID SPECS - ATTACHMENT 1.pdf O DID SPECS - ATTACHMENT 2.pdf Schedule B - Scope of Work Size Uploaded Date 16 Kb 03/13)202512 12 PM MDT Size Uploaded Date 199 Kb 02/19/2025 01.12 PM MST 3 Mb 02/19/202501 12 PM MST 1 Mb 02/19/2025 01 12 PM MST Project Overview Weld County is seeking bids for a vendor to provide Architectural and Electrical Engineering Services for adding two new A/C generator plugs for the following building/ addresses. Law Administration Building located at 1950 O Street, Greeley, Colorado. Currently this building has two existing backup generators. Method of Procurement Invitation for Bid (IFB): An Invitation for Bid (IFB) is a procurement method often referred to as a sealed bid solicitation. When issued, the bid package is considered complete for bidding purposes. Responsiveness to the solicitation's terms and conditions are required. Incomplete or non -responsive bids will be eliminated from consideration. Low price is the key consideration by Weld County in awarding and IFB contract. Pricing Method Lump Sum Price: The lump sum price is the simplest and easiest price. Based on specifications, the contractor estimates their cost to provide the work, adds a profit margin, then proposes the sum as a price of the project. Lump Sum requires the proposals to include a fixed, not -to -exceed lump sum, which shall include all costs that may be paid to the contractor. The solicitation may include an itemized list of costs, in which case the proposals shall include itemized costs. Specific Requirements and Responsibilities The scope of this project is for design for two new manual transfer switches & two NEMMA approved disconnect for future portable generator use in place of two existing emergency generators at the Weld Count Law Administration Building. The bidding firm is to include design services for a new MTS and disconnect switches for the two existing generators and all other necessary equipment to accommodate the new manual transfer switches. The design consultant will be responsible for designing all scopes of work as outlined below. The below Scope of Work should be considered as the minimum that the consultant shall provide within the bid. 1. Consultant shall provide working construction drawings and engineering documents for the new manual transfer switch and disconnect. These documents will be used to bid the new backup generators in a competitive bid for construction. 2. Consultant will be responsible for reviewing existing electrical equipment and conditions to determine the requirements for new backup systems. 3. New equipment shall be sized and designed to meet the needs of the spaces in which the generator serves. 4. Design services shall include the sizing and infrastructure for new manual transfer switches and a/c generator plugs into the existing building electrical systems for each working backup generator. 5. The design shall also include showing any necessary repairs that will be needed to the building if necessary. 6. This bid will be for all engineering required for a final complete set of "for construction drawings". This includes any necessary documents for review and approval of the Weld County Planning department. 7. Specifications will be provided by the engineer as part of the design deliverable. 8. Design consultant will be required to review RFIs and submittals and provide responses back on the content submitted. 9. Specify any necessary Site Acceptance Testing or Factory Acceptance Testing if required. Solicitation # B2400130 Page 2 Project Priority Scheduling This will require a complete finished set of construction documents listed below Plans / Documents* (At a minimum the county requires the following) 1 Single -Line drawings 2 Load Calculations for generator sizing 3 Panel Schedules 4 Plan and Section Views of new equipment locations 5 Conduit routing plans 6 Grounding plans 7 Civil and Architectural drawings as needed 8 Electncal and Controls drawings, including winng schematics for all new systems and connections to existing systems 9 Complete package of vendor drawings from the approval stage through final design 10 Provide complete hardcopies and electronic AutoCAD files of project final drawings to the County 11 All related engineering calculations, QA/QC, and manufactured equipment documentation 12 All other items required by referenced codes, standards, and ordinances ata And Information Review The Consultant shall be responsible for researching, collecting, and analyzing relevant information needed to effectively execute this scope of work The Consultant shall be responsible for A Local, state, and federal regulations B Weld County will provide copies of existing plans, as -needed, on a per -project basis Computer -Aided Design (CAD)/ AutoCAD copies of plans are typically NOT available Project Summary and Report: Upon completion of construction work, the Consultant shall prepare final as -built drawings of the Project A Provide to Weld County one (1) hardcopy and one (1) set of PDF documents of the completed project documented along with AutoCAD files with final as -built drawings of the Project B Conduct a post -meeting debriefing discussion with the County Project Team Use Of Sub Consultants The proposer shall indicate in their bid any work intended to be performed by sub - Solicitation # B2400130 Page 3 consultants or persons outside of the firm. The proposer shall name the sub -consultants, if known,at the time of bid submittal. [EVstudio - All disciplines will be provided within EVstudio: Architectural and Electrical. Architectural design work and drawings are not expected to be required.) Solicitation # B2400130 Page 4 Schedule D - Bid Form Bid Submittal Instructions The following items must be completed and submitted with your bid on or before the bid opening deadline of 10:00 am on March 19, 2025 1) Schedule D — Bid Response Form 2) Any potential or future Addenda must be completed/acknowledged. 3j All other items as requested in the Bid Specifications and/or Scope of Work. Failure to include any of the above items upon submittal of your bid may result in your bid being incomplete, non -responsive, and your bid being rejected. If there are any exclusions or contingencies submitted with your bid it may be disqualified. Fees Provide fees for this project below: Services Price Architectural Design $0.00 $4,500 Electrical Design Other (Describe) $0.00 Total Lump Sum Cost $4,000 [EVstudio - Any potential or future addenda is acknowledged] [EVstudio - All items included in the bid specifications and part of the scope of work are acknowledged] Solicitation # B2400130 Page 5 Attestation The undersigned, by his or her signature, hereby acknowledges and represents that: 1. The bid proposed herein meets all the conditions, specifications and special provisions set forth in the Invitation for Bid for Request No. #B2500030. 2. The quotations set forth herein are exclusive of any federal excise taxes and all other state and local taxes. 3. He or she is authorized to bind the below -named bidder for the amount shown on the accompanying bid sheets. 4. Acknowledgement that bidder is required to submit a current IRS Form W9 upon award and prior to contracting. 5. Acknowledgement of Schedule E — Insurance 6. Acknowledgment of Schedule F — Weld County Contract 7. By submitting a responsive bid or proposal, the supplier agrees to be bound by all terms and conditions of the solicitation as established by Weld County. 8. Weld County reserves the right to reject any and all bids, to waive any informality in the bids, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor. Item Entry Company Name: EVstudio, LLC. Address: 5335 W. 48th 80212 Ave, Ste 300, Denver, CO Phone 303.228.6200 Email: eric.reitan@evstudio.com 20-4963614 FEIN/Federal Tax ID #: CONTRACTOR: By: Name: Eric Reitan Title: Director of Electrical Department 03/19/2025 Date of Signature Solicitation # B2400130 Page 6 8 ACOR0 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 10/25/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Inszone Insurance Services, LLC 2721 Citrus Road, Suite A Rancho Cordova, CA 95742 INSURED EV Studio, LLC 5335 W. 48th Avenue Denver, CO 80212 EVSTUDI-01 COVERAGES CERTIFICATE NUMBER: 90644888 CONTACT NAME: Certificate Team PHONE 877-308-9663 (A/C, Not Ext): E-MAIL ADDRESS: certs@inszoneins.com (AX A/CC, No): 916-400-2625 INSURER(S) AFFORDING COVERAGE INSURER A : Nutmeg Insurance Company INSURER B : SiriusPoint Specialty Insurance Corp INSURER c : Underwriters at Lloyd's of London INSURER D : Hartford Casualty Insurance Company INSURER E : Sentinel Insurance Company, LTD INSURER F : NAIC # 39608 16820 15642 29424 11000 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 LTR TYPE OF INSURANCE INSD ADDL SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS D X COMMERCIAL GENERAL LIABILITY Y Y 34SBAAC4302 4/1/2024 4/1/2025 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) i $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY X JE X LOC Employment Practices $ Included OTHER: A AUTOMOBILE LIABILITY 34UECAC0099 4/1/2024 4/1/2025 COMBINED (Ea accident) SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO BODILY INJURY (Per accident) $ OWNED AUTOS ONLY SCHEDULED AUTOS PROPERTY DAMAGE (Per accident) $ HIRED AUTOS ONLY NON -OWNED AUTOS ONLY $ D X UMBRELLA LIAB X OCCUR 34SBAAC4302 4/1/2024 4/1/2025 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE $ DED X RETENTION $ in nnn E WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N N IA 34WECAR9JVN 4/1/2024 4/1/2025 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 ANYPROPRIETORPARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 B C Professional Liabil ty Cyber Liability PROVAE-0000088-00 ESM0239994066 6/19/2024 6/19/2024 6/19/2025 6/19/2025 Aggregate/Each Claim Aggregate/Each Claim $3,000,000 $1,000,000 DESCRIPTION OF RE: B2400130 Certificate Holder of Subrogation OPERATIONS HVAC is applies Design included / per LOCATIONS written / VEHICLES as an Additional contract. (ACORD 101, insured on the Additional Remarks General Schedule, Liability may be attached if more space is required) as per written contract. Coverage is Primary and Non -Contributory, and a Waiver CERTIFICATE HOLDER CANCELLATION Weld 1105 P.O. Greeley, Box County, H Street 758 CO its 80632 elected officials, employees, agents, and volunteers. 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 Z. ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy number: 34SBAAC4302 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVE GE FORM READ YOUR POLICY CAREFULLY USINESS LIABILITY COVERAGE FORM A. COVEGES Business Liability Medical Expenses Coverage Extension - Supplementary Payments B. EXCLUSIONS C. WHO IS AN INSURED D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE Beginning on Page 1 1 2 2 3 10 14 E. LIA= ILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 15 15 16 16 16 16 16 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 18 G. LIA- ILITY AND MEDICAL EXPENSES DEFINITIONS 20 Bankruptcy 2 Duties In The Event Of Occurrence, Offense, Claim Or Suit 3 Financial Responsibility Laws 4 Legal Action Against Us 5 Separation Of Insureds 6 Representations 7 Other Insurance 8 Transfer Of Rights Of Recovery Against Others To Us Additional Insureds Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: Form SS 00 08 04 05 (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period: a n d (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a wntten or verbal demand or _ claim for damages because of the "bodily injury" or "property damage", or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur d Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury" Incidental Medical Malpractice (1) "Bodily injury" -arising out of the rendenng of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be - deemed to be caused by an "occurrence", but only if (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services, and (b) You are not engaged in the business or occupation of providing such services (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission -together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence" 2 MEDICAL EXPENSES Insuring Agreement We will pay medical expenses as described below for "bodily injury" caused by an accident (1) On premises you own or rent, (2) On ways next to premises you own or rent, or (3) Because of your operations, provided that (1) The accident takes place in the "coverage terntbry" and during the policy period, (2) The expenses are incurred and reported to us within three years of the date of the accident, and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we ' reasonably require I b We will make these payments regardless of fault These payments will not exceed the applicable limit of insurance We will pay reasonable expenses for (11 First aid administered at the time of an accident, , (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices, and (3) Necessary ambulance, hospital, professional nursing and funeral services 3 COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend (1) All expenses we incur (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations ansing out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies We do not have to furnish these bonds The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance We do not have to furnish these bonds All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work All costs taxed against the insured in the "suit" (6) Prejudgment interest awarded against the insured on that part of the judgment we pay If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance Any amounts paid under (1) through (7) above will not reduce the limits of insurance (3) (4)' �I i (5) Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (3) (5) Obtain records and other information related to the "suit"; and Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided (I) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (u) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of (1) Causing or contributing to the intoxication of any person, (2) The furnishing of alcoholic beverages to a person under the legal dnnking age or under the influence of alcohol, or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages This exclusion applies only if you are in the business of manufactunng, distributing, selling, serving or furnishing alcoholic beverages d Workers' Compensation And Similar Laves Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law Employer's Liability "Bodily injury" to (1) An "employee" of the insured arising out of and in the course of (a) Employment by the insured, or (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above This exclusion applies (1) Whether the insured may be liable as an employer or in any other capacity, and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury This exclusion does not apply to liability assumed by the insured under an "insured contract" f Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured However, this subparagraph does not apply to 0) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests, (u) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured, or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" ansing out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured Use includes operation and "loading or unloading" This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitonng of others by that insui•ed, d the "occurrence" which caused the "bodily injury" or "properly damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned pr operated by or rented or loaned to any insured This exclusion does not apply to (1) A watercraft while ashore on premises you own or rent, (2) A watercraft you do not own that is - (a) Less than 51 feet long, and (b) Not being used to carry persons for a charge, (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured, (4) Liability assumed -under any "insured - contract" for the ownership, maintenance or use of aircraft or watercraft, (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f (2) or f (3) of the definition of "mobile equipment", or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is pnmary, excess, contingent or on any other basis h Mobile Equipment "Bodily injury" or "property damage" arising out of (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured, or (3) i (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity War "Bodily injury", "property damage" or "personal and advertising injury", however caused, ansing, directly or indirectly, out of (1) War, including undeclared or civil war, (2) Warlike action by a military force, including action in hmdenng or defending against an actual or expected attack, by any government, sovereign or other authonty using military personnel or other agents, or Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service This includes but is not limited to (7) Legal, accounting or advertising services, Prepanng, approving, or fading to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications, Supervisory, inspection, architectural or engineering activities, Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction, Any health- or therapeutic service treatment, advice or instruction, Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming, Optical or heanng aid services including the prescnbing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices, Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; Property loaned to you; Personal property in the care, custody or control of the insured; That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. (2) (3) (4) (5) Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use,. withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of , (1) "Your product", (2) "Your work", or (3) "Impaired property", if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it p Personal And Advertrsmg Injury "Personal and advertising injury" (1) Ansing out of oral, wntten or electronic publication of matenal, if done by or at the direction of the insured with knowledge of its falsity, (2) Ansing out of oral, wntten or electronic publication of - matenal whose first publication took place before the beginning of the policy period, Arising out of a cnmmal act committed by or at the direction `of the insured, (4) Arising out of any breach of contract, except an implied contract to _use another's "advertising idea" in your "advertisement", Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement", (6) Arising out of the wrong description of the price of goods, products or services, Arising out of any violation of any intellectual property nghts such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity However, this exclusion does not apply to mfnngement, in your "advertisement", of (a) Copynght, (b) Slogan, unless, the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity, or (3) (5) (7) (c) Title of any literary or artistic work, (8) Arising out of an offense committed by an insured whose business is (a) Advertising, broadcasting, publishing or telecasting, (b) Designing or determining content of web sites for others, or (c) An Internet search, access, content or service provider However, this exclusion does not apply to Paragraphs a, b and c under the definition of "personal and advertising injury" in Section G — Liability And Medical Expenses Definitions For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting, (9) Ansing out of an electronic, chat room or bulletin board the insured hosts, owns, or over which the insured exercises control, (10) Ansing ,out of the unauthonzed use of another's name or product m your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers, (11) Arising out of the violation of a person's nght of pnvacy created by any state or federal act However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act, (12) Arising out of (a) An "advertisement" for others on your web site, (b) Placing a link to a web site of others onyouur web site, (c) Content from a web site of others displayed within a frame or border on your web site Content includes information, code, sounds, text, graphics or images, or (d) Computer code, software or programming used to enable (r) Your web site, or ' (n) The presentation or functionality of an "advertisement" or other content on your web site, Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment -related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E - Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2 Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury" Any Insured To any insured, except "volunteer workers" b Hired Person To a, person hired to do work for or on behalf of any insured or a tenant of any insured c Injury On Normally Occupied Premises 'To a person injured on that part of premises you own or rent that the person normally occupies d Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law Athletics Activities To a person injured while practicing, instructing or participating in any physical eXercises or games, sports or athletic contests f Products -Completed Operations Hazard Included with the "products -completed operations hazard" g Business Liability Exclusions Excluded under Business Liability Coverage C. WHO IS AN INSURED _ 1 If you are designated in the Declarations as An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner b A partnership or joint venture, you are an insured Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business A limited liability company, you are an insured Your members are also insureds, but only with respect to the conduct of your business Your managers are insureds, but only with respect' to their duties as your managers d An organization other than a partnership, joint venture or limited liability company, you are an insured Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors Your stockholders are also insureds, but only with respect to their liability as stockholders e A trust, you are an insured Your trustees are also insureds, but only with respect to their duties as trustees 2 Each of the following is, also an insured Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers Of you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business , However, none of these "employees" or "volunteer workers" are insureds for (1) (?) "Bodily injury" or "personal and advertising injury" (a) To you, to your partners or members Of you are a partnership or joint venture), to your members Of you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business, (b) To the spouse, child, parent, brother or sister of that co - "employee" or that "volunteer worker" as a consequence of , Paragraph (1)(a) above, (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury descnbed in Paragraphs (1)(a) or (b) above, or (d) Ansrng out of his or her providing or failing to provide professional health care services If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services "Property damage" to property (a) Owned, occupied or used by, Page 10 of 24 _ Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50`)/0 of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by , a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the, execution of the contract or agreement, or the issuance of the permit A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F —Optional Additional Insured Coverages a Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" ansing out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard" (1) The insurance afforded to the vendor is subject to the following additional exclusions This insurance does not apply to (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement, (b) Any express warranty unauthorized by you, (c) Any physical or chemical change in the product made intentionally by the vendor, (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container, (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distnbution or sale of the products, (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product, (g) Products which, after distnbution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor, or (h) "Bodily injury" or "property damage" ansing out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf However, this exclusion does not apply to (I) The exceptions contained in Subparagraphs (d) or (f), or (u) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distnbution or sale of the products (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products b Lessors Of Equipment (1) Any person or organization from whom you lease equipment, but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, - maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications, or (b) Supervisory, inspection, architectural or engineering activities The limits of insurance that apply to additional insureds are descnbed in Section D — Limits Of Insurance How this insurance applies when other insurance is available to an additional insured is descnbed in the Other Insurance Condition in Section E — Liability And Medical Expenses General Conditions No person or organization is an insured with respect to the conduct of any, current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of a Insureds, b Claims made or "suits" brought, or c Persons or organizations making claims or bringing "suits" , 2 Aggregate Limits The most we will pay for Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations b Damages because of all other "bodily injury", "property damage" or "personal and advertising , injury", including medical expenses, is the General Aggregate Limit shown in the Declarations This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you "Location" means premises involving, the same or connecting lots, or premises whose connection is interrupted only by a ,street, roadway or right-of-way of a railroad This General, Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, ansing out of fire, lightning or explosion 3 Each Occurrence Limit Subject to 2a or 2 b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses ansing out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations The most we will pay for all medical expenses because of "bodily injury" sustained by any one 'person is the Medical Expenses Limit shown in the Declarations ' 4 Personal And Advertising Injury Limit Subject to 2 b above, the most we will pay for the eurrr of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and „ Advertising Injury Limit shown in the Declarations 5 Damage To Premises Rented To You Limit The 'Damage, To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these 6 How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of The limits of insurance specified in a wntten contract, wntten agreement or permit issued by a state or political subdivision, or b The Limits of Insurance shown in the Declarations Such amount -shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and descnbed in this Section Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance (3) If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: You or any additional insured that is an individual; Any partner, if you or an additional insured is a partnership; Any manager, if you or an additional insured is a limited liability company; Any "executive officer" or insurance manager, if you or an additional insured is a corporation; Any trustee, if you or an additional insured is a trust; or Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f applies separately to you and any additional insured 3 Financial Responsibility Laws a When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law b With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motonsts, undennsured motonsts, no-fault or other coverage required by any motor vehicle law We will provide the required limits for those coverages 4 'Legal Action Against Us No person or, organization has a right under this Coverage Form a To loin us as a party or otherwise bnng us into a "suit" asking for damages from an insured, or b To sue us on this Coverage Form unless all of its terms have been fully complied with A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured, but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative 5 Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies a As if each Named Insured were the only Named Insured, and b Separately to each insured against whom a claim is made or "suit" is brought 6 Representations a When You Accept This Policy By accepting this policy, you agree (1) The statements in the Declarations are accurate and complete, (2) Those statements are based upon representations you made to us, and (3) We have issued this policy in reliance upon your representations b Unintentional Failure To Disclose Hazards If unintentionally you should fail'to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure 7 Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as fol lows a Primary Insurance This insurance is pnmary except when b below applies If other insurance is also primary, we will share with all that other insurance by the method described in c below b Excess Insurance This insurance is excess over any of the other insurance, whether pnmary, excess, contingent or on any other basis (1) (2) i (3) (4) I i (5) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work", Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporanly occupied by you with permission of the owner, Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner, Aircraft, Auto Or Watercraft If the loss anses out of the maintenance or use of aircraft, "autos" or watercraft'to the extent not subject to Exclusion g of Section A. — Coverages Property Damage To Borrowed Equipment Or Use Of Elevators If the loss anses out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k of Section A — Coverages Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (7) (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply When any of these Optional Additional Insured Coverages apply, Paragraph 6 (Additional Insureds When Required by Wntten Contract, Written Agreement or Permit) of Section C , Who Is An Insured, does not apply to the person or organization shown in the Declarations These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below 1 Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C Is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or In part, by your acts or omissions or the acts or omissions of those acting on your behalf a In the performance of your ongoing operations, or b In connection with your premises owned by or rented to you 2 Additional Insured - Managers Or Lessors Of Premises WHO IS AN INSURED under Section C Is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization, but only with respect to liability ansing out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations b With respect to the insurance afforded to these additional insureds, the following additional exclusions apply This insurance does not apply to (1) Any "occurrence" which takes place after you cease to be a tenant in that premises, or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization 3 Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C Is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you 4 Additional Insured - Lessor Of Leased Equipment WHO IS AN INSURED under Section C Is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s) b With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment ' 5 Additional Insured, - Owners Or Other Interests From Whom Land Has Been Leased WHO IS AN INSURED under Section C Is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability ansing out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations b With respect to the insurance afforded to these additional insureds, the following additional exclusions apply This insurance does not apply to (1) Any "occurrence" that takes place , after you cease to lease that land, or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization 6 Additional Insured - State Or Political Subdivision — Permits a WHO IS AN INSURED under Section C Is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product -completed operations" hazard. 7. Additional Insured — Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (g) (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured — Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization 9 Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization WHO IS AN INSURED under Section C is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf (1) In the performance of your ongoing operations for the additional insured(s), or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for -"bodily injury" or "property damage" included within the "products -completed operations hazard" b With respect to the insurance afforded to `these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" ansing out of the rendenng of, or the failure to render, any professional architectural, engineering or surveying services, including (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications, or (2) Supervisory, inspection, architectural or engineering activities 10 Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C is amended to include as 'an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the, premises shown in the Declarations The limits of insurance that apply to additional insureds are described in ,Section D — Limits Of Insurance How this insurance applies when other insurance is available to an additional insured is descnbed in the Other Insurance Condition in Section E — Liability And Medical , Expenses General Conditions G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through a (1) Radio, (2) Television, (3) Billboard, (4) Megazine, (5) Newspaper, b The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services, or c Any other publication that is given widespread public distnbution However, "advertisement" does not include a The design, printed matenal, information or images contained in, on or upon the packaging or labeling of any goods or products, or b An interactive conversation between or among persons through a computer network 2 "Advertising idea" means any idea for an "advertisement" 3 "Asbestos hazard" means an exposure or threet of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form 4 "Auto" means a land motor vehicle, trailer or semi -trader designed for travel on public roads, including any attached machinery or equipment But "auto" does not include "mobile equipment" 5 "Bodily injury" means physical a Injury, b Sickness, or c Disease sustained by a person and, if arising out of the above, mental anguish or death at any time 6 "Coverage territory" means , Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or (3) b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. — Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage ansing out of (a) Prepanng, approving or fading to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications, or (b) Giving directions or instructions, or fading to give them, if that is the pnmary cause of the injury or damage, or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendenng or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities 13 "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business "Leased worker" does not include a "temporary worker" 14 "Loading or unloading" means the handling of property a After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto", b While it is in or on an aircraft, watercraft or "auto", or While it is being moved from an aircraft, watercraft or "auto" to the place where it IS finally delivered, but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto" 15 "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads, b Vehicles maintained for use solely on or next to premises you own or rent, c Vehicles that travel on crawler treads, d Vehicles, whether self-propelled or not, on which are permanently mounted (1) Power cranes,, shovels, loaders, diggers or dnlls, or (2) Road construction or resurfacing equipment such as graders, scrapers ' or rollers, Vehicles not descnbed in a , b , c , or d above that are not self-propelled and are maintained pnmanly to provide mobility to permanently attached equipment of the following types (1) Air compressors, pumps and generators, including spraying, , welding, budding cleaning, , geophysical exploration, lighting and well servicing equipment, or (2) Cherry pickers and similar devices used to raise or lower workers, f - Vehicles not descnbed in a , b , c , or d above maintained pnmanly for purposes other than the transportation of persons or Cargo However, self-propelled vehicles with the , following types rof permanently' attached equipment are not "mobile equipment" but will be considered "autos" (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed pnmanly for (a) Snow removal, (b) Road maintenance, but not construction or resurfacing, or , (c) Street cleaning, Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers, and Air compressors, pumps and generators, including spraying, welding, budding cleaning, geophysical exploration, lighting and well servicing equipment 16 "Occurrence" means 'an accident, including continuous or repeated exposure to substantially the same general harmful conditions 17 "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses a False arrest, detention or imprisonment, b Malicious prosecution, (2) (3) Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. g• Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b Donates his or her work, c Acts at the direction of and within the scope of duties determined by you, and d Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you 24 "Your product" a Means (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by (a) You, (b) Others trading under your name, or (c) A person or organization whose business or assets you have acquired, and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products b Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product", and (2) The providing of or failure to provide warnings or instructions c Does not include vending machines or other property rented to or located for the use of others but not sold 25 "Your work" Means (1) Work or operations performed by you or on your behalf, and (2) Matenals, parts or equipment ' furnished in connection with such work ' or operations b Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use ' of "your work", and (2) The providing of or failure to provide warnings or instructions Page 24 of 24 Form SS 00 08 04 05 Contract Form Entity Information Entity Name* EV STUDIO Contract Name* Entity ID* 000049196 Q New Entity? Contract ID Parent Contract ID DESIGN SERVICES FOR AC BACKUP GENERATOR PLUGS 9258 AT LAW A D M I N Contract Status CTB REVIEW Contract Lead* CNAIBAUER Contract Lead Email cnaibauergweld.gov Requires Board Approval YES Department Project # Contract Description* PROVIDE DESIGN SERVICES FOR THE NEW PORTABLE BACKUP GENERATOR PLUGS AT LAW ADMIN. Contract Description 2 Contract Type* CONTRACT Amount* $4,000.00 Renewable* NO Automatic Renewal Grant IGA Department BUILDINGS AND GROUNDS Department Email CM- BuildingGroundsgweld.go v Department Head Email CM-BuildingGrounds- DeptHeadgweld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV Requested BOCC Agenda Date* 04/07 2025 Due Date 04'03/2025 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Purchasing Approver Approval Process Department Head PATRICK O'NEILL DH Approved Date 04/07/2025 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 04/14/2025 Review Date* 08/01/2025 Committed Delivery Date Contact Type Contact Email Renewal Date Expiration Date* 08/01/2025 Contact Phone 1 Contact Phone 2 Purchasing Approved Date Finance Approver CHERYL PATTELLI Finance Approved Date 04/07/2025 Tyler Ref # AG 041425 Originator CNAIBAUER Legal Counsel BYRON HOWELL Legal Counsel Approved Date 04/07/2025 Hello