HomeMy WebLinkAbout2019-046-E AMS - Warren Hay replace Eno Mountain communications tower unitRevised 12/18 1
NORTH CAROLINA CONSTRUCTION SERVICES
AGREEMENT UNDER $50,000
ORANGE COUNTY
THIS CONSTRUCTION AGREEMENT (hereinafter “Agreement”), is made and entered
into this 4th day of February, 2019 by and between Orange County, North Carolina (hereinafter
the "Owner") party of the first part; and Warren - Hay Mechanical Contractors Inc. (hereinafter
the "Contractor"), party of the second part;
W I T N E S S E T H:
For the purpose and subject to the terms and conditions hereinafter set forth, the Owner
hereby contracts for the construction services of the Contractor, and the Contractor agrees to
provide the construction services to the Owner in accordance with the terms of this Agreement.
1. TERM AND MAXIMUM AMOUNT PAYABLE
Beginning and ending dates of contract: February 4, 2019 through March 31, 2019. The
Project Commencement Date shall be February 4, 2019. Dollar Amount Not to Exceed: Five
Thousand Four Hundred Ninety Eight Dollars ($5,498.00)
2. SERVICES
Contractor agrees to provide the following construction services (the “Work”): Provide all
labor and materials to provide and install (1) 3-ton 14 Seer split system to replace the existing
Payne air handler located at the Eno Mountain Communication Tower per proposal titled "ENO
Mountain Tower" Dated: January 25, 2019.
Contractor shall not sub-contract all or any part of the construction services provided for in
this Agreement without prior written approval of the Owner. Contractor shall be responsible for
all errors or omissions, in the performance of the Agreement. Contractor shall correct any and all
errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to
Owner. Contractor is solely responsible for obtaining all permits necessary to complete the
Work in compliance with local, state, and/or federal law. The Contractor is responsible for all
physical damage to owned or rented machinery, tools, equipment, forms, and other items owned,
rented or used by the Contractor and/or Subcontractor(s) in the performance of the Work
including all of Owner’s property in Contractor’s care, custody, or control, and all such property
while it is in transit.
3. PAYMENT
Contractor shall submit an invoice for construction services provided. The invoice shall
contain Contractor's name and federal tax identification number and shall be signed and dated by
an officer of Contractor. It shall detail all construction services provided in payment requests.
The Owner will make payments to Contractor within thirty (30) days after receipt of and
approval of the invoice by the contracting department.
In the event the amount stated on an invoice is disputed by Owner, then Owner may
withhold payment of all or a portion of the amount stated on an invoice until the parties resolve
the dispute. In addition, should Contractor fail to perform its duties under the terms of this
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Agreement, Owner may, without fault or penalty, withhold any payment associated with the
Work to be performed until such time as said work is completed.
4. RELATIONSHIP OF PARTIES
Contractor is an independent contractor of the Owner. Contractor represents that it has or will
secure, at its own expense, all personnel required in performing the construction services under
this Agreement. Such personnel shall not be employees of or have any contractual relationship
with the Owner. All personnel engaged in work under this Agreement shall be fully qualified
and shall be authorized or permitted under state and local law to perform such construction
services. It is further agreed that Contractor will obey all State and Federal statutes, rules and
regulations which are applicable to provisions of the construction services called for herein.
Neither Contractor nor any employee of the Contractor shall be deemed an officer, employee or
agent of the Owner.
5. SUSPENSION AND TERMINATION
This Agreement may be terminated by Contractor upon thirty (30) days' written notice to the
Owner, and the Owner may terminate this Agreement upon thirty (30) days' written notice to
Contractor. Owner may suspend the Work at any time for Owner’s convenience and without
penalty to Owner upon three (3) days’ notice to Contractor. Upon any suspension by Owner
Contractor shall discontinue the Work and shall not resume the Work until notified to proceed by
Owner. The notice required by this section or any other notice shall be delivered via certified
mail, return receipt requested to the parties at the addresses as shown on the signature page to
this Agreement. Such notice is deemed given upon its delivery to, or deposit in a receptacle of,
the United States Post Office.
6. INSURANCE REQUIREMENTS
Contractor shall obtain, at its sole expense, Commercial General Liability Insurance,
Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may
be required by Owner’s Risk Manager as such insurance requirements are described in the
Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage
Requirements (each document is incorporated herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If Owner’s Risk
Manager determines additional insurance coverage is required such additional insurance shall be
designated here N/A (if no additional insurance required mark N/A as being not applicable).
Contractor shall not commence construction work until such insurance is in effect and
certification thereof has been received by the Owner's Risk Manager.
7. INDEMNIFICATION
Contractor agrees, without limitation, to defend, indemnify, save, and protect Owner and
Owner’s lender, if any, harmless from and against any and all claims, liens, liabilities, losses,
damages, causes of action, and expenses (including court costs and reasonable attorney’s fees
related thereto) arising out of, in connection with, or resulting from any negligence, act or failure
to act by the Contractor, the Contractor’s agents, assigns or employees resulting in property
damage or personal injury, including death, or other loss related to the Work. Contractor is
responsible for all errors or omissions caused by its agents, contractors, employees, or assigns in
the performance of this Agreement. It is the intent of this section to require Contractor to
indemnify the Owner to the full extent permitted under North Carolina law.
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8. NON-ASSIGNMENT
Contractor shall not assign all or any part of this Agreement, including rights to payments, to
any other party without the prior written consent of the Owner.
9. NON–APPROPRIATION
Contractor acknowledges that Owner is a governmental entity, and the validity of this
Agreement is based upon the availability of public funding under the authority of its statutory
mandate. In the event that public funds are unavailable and not appropriated for the performance
of Owner’s obligations under this Agreement, then this Agreement shall automatically expire
without penalty to Owner immediately upon written notice to Contractor of the unavailability and
non-appropriation of public funds. It is expressly agreed that Owner shall not activate this non-
appropriation provision for its convenience or to circumvent the requirements of this Agreement,
but only as an emergency fiscal measure during a substantial fiscal crisis.
In the event of a change in the Owner’s statutory authority, mandate and/or mandated
functions, by state and/or federal legislative or regulatory action, which adversely affects
Owner’s authority to continue its obligations under this Agreement, then this Agreement shall
automatically terminate without penalty to Owner upon written notice to Contractor of such
limitation or change in Owner’s legal authority.
10. DISPUTE RESOLUTION
Any dispute with respect to any provision of, or the performance or non-performance of, this
Agreement shall be subject to the Dispute Resolution Rules and Procedures for Orange County
Design, Building Construction, Renovation, and Repair Projects. The policy is incorporated
herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php).
11. ENTIRE AGREEMENT
The parties have read this Agreement and agree to be bound by all of its terms, and further
agree that it, together with specifically referenced documents, constitutes the complete and
exclusive statement of the Agreement between the parties unless and until modified by a written
amendment to this Agreement signed by the parties. Modifications may be evidenced by
telefacsimile signatures. Should any conflict arise in the terms of any documents referenced
herein and this Agreement the terms of this Agreement shall be given priority and shall control
over all other such documents. Should a request for proposals and a proposal be referenced the
terms of the request for proposals shall have priority over the terms of the proposal.
12. COMPLIANCE WITH LAW/GOVERNING LAW
Both parties agree that this Agreement shall be governed by the laws of the State of North
Carolina and any action brought under this Agreement shall be brought in the General Court of
Justice of the State of North Carolina in Orange County. Contractor shall at all times remain in
compliance with all applicable local, state, and federal laws, rules, and regulations including but
not limited to all state and federal non-discrimination laws, policies, rules, and regulations and
the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each
policy is incorporated herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any violation
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of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may
immediately terminate this Agreement without further obligation on the part of the County. This
paragraph is not intended to limit and does not limit the definition of breach to discrimination.
By executing this Agreement Contractor affirms that Contractor and any subcontractors of
Contractor are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina
General Statutes. By executing this Agreement Contractor certifies that Contractor has not been
identified, and has not utilized the services of any agent or subcontractor identified, on the lists
created by the State Treasurer pursuant to G.S. 147-86.58 and G.S. 147-86.81. This Agreement
together with any amendments or modifications may be executed electronically. All electronic
signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and
intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute
Chapter 66.
IN WITNESS WHEREOF Orange County and the Contractor have signed this agreement,
effective as of the day and date first above written.
ORANGE COUNTY CONTRACTOR
By _________________________ By ________________________________
County Manager Warren - Hay Mechanical Contractors, Inc.
200 S. Cameron St. PO Box 818
P.O. Box 8181 Hillsborough, NC
Hillsborough, NC 27278 27278
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ORANGE COUNTY
NORTH CAROLINA
DISPUTE RESOLUTION RULES AND PROCEDURES FOR ORANGE COUNTY DESIGN, BUILDING
CONSTRUCTION, RENOVATION, AND REPAIR PROJECTS
RULE 1. INITIATING MEDIATED SETTLEMENT CONFERENCES
A. Purpose of Mandatory Settlement Conferences. Pursuant to G.S. §143-128(f1) and 143-
135.26(11), these Rules are promulgated to implement a mediated settlement program designed to
focus the parties’ attention on settlement rather than on claim preparation and to provide an
opportunity for orderly settlement negotiations to take place. Nothing herein is intended to limit or
prevent the parties from engaging in settlement procedures voluntarily at any time prior to or during
commencement of the dispute resolution process.
B. Initiating the Dispute Resolution Process
1. Any party to a County public construction contract (referred to herein generally as the
“Contract”) governed by Article 8. Ch. 143 of the General Statutes and identified in G.S. § 143-
128(f1) and who is a party to a dispute arising out of the Contract and the construction process
in which the amount in controversy is at least $15,000 may submit a written request to the
County for mediation of the dispute.
2. Prior to submission of a written request for mediation to the County, the party requesting
mediation should give notice of any and all claims in accordance with their respective contracts,
obtain decisions on the claims as required or allowed by their respective contracts, and attempt
to resolve the dispute according to the terms and conditions in their respective contracts. The
Mediator may adjourn any mediated settlement conference if the Mediator believes, in his or
her sole discretion, that the parties have not satisfied all of the terms and conditions of their
respective contracts and that doing so will enhance the prospects for a negotiated settlement.
C. Condition Precedent to Litigation. Before any party to a Contract may commence a civil action
against the County seeking remedies for breach or non-performance of the Contract by the County, said
party must first initiate the dispute resolution process under these rules and attend and participate in
good faith in the mediated settlement conference.
RULE 2. SELECTION OF MEDIATOR
A. Mediator Listing. A List of Mediators acceptable to the County is maintained by the County Attorney
and that list is incorporated by reference into these Rules.
B. Selection of Mediator. The party requesting mediation shall select a Mediator from the List of
Mediators and shall file, with the County, a Notice of Selection of Mediator within 21 days of the request
for mediation. Such notice shall state the name, address, and phone number of the Mediator selected. If
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the Mediator selected is not available or declines to participate for any reason, the requesting party
shall select another person from the List of Mediators. If the party requesting mediation does not select
and designate a mediator within 21 days of the request for mediation, the County shall have the right in
its absolute discretion to appoint a mediator from its List of Mediators.
C. Disqualification of Mediator. Any party may request replacement of the Mediator for good cause.
Nothing in this provision shall preclude Mediators from disqualifying themselves.
RULE 3. THE MEDIATED SETTLEMENT CONFERENCE
A. Where Conference is to be Held. Unless all parties and the Mediator otherwise agree, the mediated
settlement conference shall be held in county seat of Orange County. The Mediator shall be responsible
for reserving a place, making arrangements for the conference, and giving timely notice of the time and
location of the conference to all attorneys, unrepresented parties and other persons or entities required
to attend.
B. When Conference is to be Held. The mediation shall be completed within 90 days after selection of
the Mediator unless all parties to the mediation agree to a different schedule.
C. Request to Accelerate or Extend Deadline for Completion. Any party or the Mediator may request
the County to accelerate or extend the deadline for completion of the conference. Such request shall
state the reasons the acceleration or extension is sought and shall be served by the moving party upon
the other parties and the Mediator. Objections to the request must be promptly communicated to the
County and to the Mediator.
The County, with the concurrence of the designated Mediator, may grant the request by adjusting the
time for completion of the conference.
D. Recesses. The Mediator may recess the mediation conference at any time and may set times for
reconvening. If the Mediator determines the time and place where the conference is to reconvene
before the conference is recessed, no further notice is required to persons present at the conference.
E. Project Delay. The mediated settlement conference that results from a construction contract dispute
shall not be cause for the delay of the construction project.
RULE 4. DUTIES OF PARTIES AND OTHER PARTICIPANTS IN FORMAL DISPUTE RESOLUTION PROCESS
A. Attendance.
1. All parties to the dispute must designate an official representative to attend the mediation.
2. “Attendance” means physical attendance, not by telephone or other electronic means. Any
attendee representing a party must have authority from that party to bind it to any agreement
reached as a result of the mediation.
3. Attorneys representing parties may attend the mediation, but are not required to do so.
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4. Sureties and insurance company representatives are required to physically attend the
mediation unless the Mediator and all of the other parties to the mediation excuse their
attendance or consent to their attendance by telephone or other electronic means.
5. The parties who attend a duly scheduled mediation conference shall have the right to recover
their share of the Mediator’s compensation from any party or parties who fail to attend the
conference without good cause.
B. Finalizing Agreement. If an agreement is reached in the conference, the terms of the agreement shall
be confirmed in writing and signed by all parties.
C. Payment of Mediation Fee: Mediation Fees charged by the Mediator shall be paid in accordance with
G.S. § 143-128(f1).
D. Failure to Compensate Mediator. Any party’s failure to compensate the Mediators in accordance
with G.S. § 143-128(f1) shall subject that party to a withholding by the County of said amount of money
from the party’s payment or any other moneys owed by that party to the County.
Should the County fail to compensate the Mediator, it shall hereby be subject to a civil cause of action
from the Mediator for the County’s portion of the Mediator’s total fee as required by G.S. § 143-128(f1).
RULE 5. AUTHORITY AND DUTIES OF MEDIATORS
A. Authority of Mediator.
1.Control of Conference. The Mediator shall at all times be in control of the conference and the
procedures to be followed.
2.Private Consultation. The Mediator may communicate privately with any participant or
counsel prior to and during the conference. The fact that private communications have occurred
with a participant shall be disclosed to all other participants at the beginning of the conference.
3.Scheduling the Conference. The Mediator shall make a good faith effort to schedule the
conference at a time that is convenient with the participants, attorneys and Mediator. In the
absence of agreement, the Mediator shall select the date for the conference.
4.Determining good cause for a party’s failure to appear at a scheduled mediation conference.
B.Duties of Mediator.
1.The Mediator shall define and describe the following at the beginning of the conference:
a.The process of mediation.
b.The difference between mediation and other forms of conflict resolution.
c.The costs of the mediated settlement conference.
d.That the mediated settlement conference is not a trial, the Mediator is not a judge,
and the parties retain their legal rights if they do not reach settlement; however, the
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Mediator will advise all parties that failure to appear at mediation without good cause
may result in imposition of sanctions and may be asserted as a bar to lawsuits by
claimants who have failed to exhaust this administrative remedy.
e.The circumstances under which the Mediator may meet and communicate privately
with any of the parties or with any other person.
f.Whether and under what conditions communications with the Mediator will be held in
confidence during the conference.
g.The inadmissibility of conduct and statements as provided by G.S. §7A-38.1(1).
h.The duties and responsibilities of the Mediator and the participants.
i.That any agreement reached will be reached by mutual consent.
2. Disclosure: The Mediator has a duty to be impartial and to advise all participants of any
possible bias, prejudice or partiality.
3. Declaring Impasse: The Mediator may determine at any time during the mediation conference
that an impasse exists and that the conference should end.
4. Reporting Results of Conference. The Mediator shall submit a written report to the County
and the other parties within 10 days of the conference stating whether or not the parties
reached an agreement. The Mediator’s report shall indicate the absence of any party from the
mediated settlement conference without permission or good cause.
5. Scheduling and Holding the Conference. It is the duty of the Mediator to schedule the
conference and conduct it prior to the deadline of completion set by the rules. The Mediator
shall strictly observe deadlines for completion of the conference unless said time limit is
changed by agreement of the parties.
RULE 6. COMPENSATION OF THE MEDIATOR
The parties shall compensate the Mediator for mediation services at the rate proposed by the Mediator
and agreed to by the parties at the time the Mediator is selected.
RULE 7. RULE MAKING
These Rules may be amended by the County at any time. Amendments will not affect mediations where
claims and/or requests for mediation have been filed at the time the amendment takes effect.
RULE 8. DEFINITIONS
A. “County” shall mean Orange County North Carolina.
B. “Project Designer” is that person or firm stipulated as project designer in the Contract Documents for
the project.
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C. “Claim” is a demand or assertion by a party seeking adjustment or interpretation of Contract terms,
payment of money, extension of time or other relief with respect to the terms of the Contract. The term
“Claim” also includes other disputes and matters in question between the parties to a Contract involved
in the County’s building construction renovation and repair projects arising out of or relating to the
Contract or the construction process. Claims must be initiated by a written notice. The responsibility to
substantiate Claims shall rest with the party making the Claim.
D. “Good Cause” generally includes any circumstance beyond the control of a party, which prevents that
party from meeting obligations. When good cause is asserted as an excuse for a party’s failure to appear
at a mediation conference or to otherwise comply with the requirements of these Rules, the Mediator,
in his or her sole discretion, will determine whether good cause exists to excuse the party’s failure to
appear or otherwise comply with these rules.
RULE 9. TIME LIMITS
A. Any time limit provided for by these Rules may be waived or extended at the sole discretion of the
County, if no Mediator has been selected, and at the discretion of the County with concurrence of the
Mediator if a Mediator has been selected.
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WARREN - HAY
Mechanical Contractors Inc.
Heating and Air Conditioning
P.O. Box 818 • Hillsborough, NC 27278
919-732-4362
January 25, 2019
Orange County Public Works
Re: Eno Mountain Tower
PROPOSAL
We hereby submit specifications and estimates for:As noted:
x Provide & install (1) 3-ton 14 Seer split system to replace existing Payne air handler
M#PF1M2A036000 matched to outdoor M#PA10JA036000. System is 208/1 being fed
from 50 amp and 30 amp breaker. Reconnecting to existing power wiring, breakers,
control wiring, controls, and refrigerant piping.
x Secure permits, required inspections start-up and 1 year general warranty.
We propose hereby to furnish material and labor: $5,498.00
Payment to be made upon completion.
Acceptance: _________________________Date: _______________________________
Exclusions / Clarifications:
x After hour, overtime labor
x Expedited shipment
Respectfully submitted by: Ron LaPann Commercial Division ron.lapann@warren-hay.com Quote valid for 20 days.
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DATE(MMIDDIYYYY)
,acoRlfl® CERTIFICATE OF LIABILITY INSURANCE
1 12/28/2018
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 CONTACT Crystal Ireland
Business Insurers of Carolinas PHONE (919)968-4611 {919)988-8991
AIC No.
o Ext: AIO No
800 Eastowne Drive,Suite 208 L-MAILs5: cireland@business-insurers.com
ADDRr
PO Box 2536 INSURER(SI AFFORDING COVERAGE NAIC#
Chapel Hill NC 27515-2536 INSURER A: Acadia Insurance Company 31325
INSURED INSURER B: Bridgeffeid Casualty 10335
Warren-Hay Mechanical Contractors Inc INSURER C:
Sheet Metal Duct Suppliers LLC INSURER D:
PO Box 818 INSURER E:
Hillsborough NC 27278 INSURER F:
COVERAGES CERTIFICATE NUMBER: CLIS122824327 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.
iL7R TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDDrYYYYJ IMMDDNYYYILIMITS
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000.000
CLAIMS-MADE OCCUR PREMISES '.occurrence S 100,000
MED EXP(Any one person) $ 10.000
A CPA4429328 12/31/2018 12J3112019 PERSONAL a ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000.000
POLICY JET LOC PRODUCTS-COMPIOPAGG S 2,000,000
OTHER: $
AUTOMOBILE UABILITY MB N N LE LIMIT $ 1,000,000
Ea accident
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A OWNEO SCHEDULED CPA4429328 12/31/2018 12131/2019 BODILY INJURY I Per acddenl] S
AUTOS ONLY AUTOS
x HIRED IX NON-OWNED
PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY Par aaideni
Endorsements $
X UMBRELLA LIAB x OCCUR EACH OCCURRENCE S 3,000,ODD
A EXCESS LIAR CLAIMS-MADE CPA4429328 12/31/2018 12/31/2019 AGGREGATE S 3,000,000
OED I I RETENTION S $
WORKERS COMPENSATION PER OTH-
AND EMPLOYERS'LIABILITY YIN x STATUTE —1 ER
500,000
B ANY PRDPRIETORIPARTNER/EXECOTIVE INIA 0196-40173 12/3112018 12J31l2019 E.L EACH ACCIDENT 5
OFFICERIMEMBER EXCLUDED?
(Mandatory in NH) E L.DfS EASE-EA EMPLOYEE S 540,000
If yes,describe under 500,000
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $
LeasedlRented Equipment LIMIT $50,DDO
A Installation Floater CPA4429328 12/31/2018 12131/2019 LIMIT $500,000
DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES IACORD 101,Additional Remarks Schedule,may be attached If more space is required]
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN
Orange County ACCORDANCE WITH THE POLICY PROVISIONS.
PO Box 8181
AUTHORIZED REPRESENTATIVE
Hillsborough NC 27276
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