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HomeMy WebLinkAbout2020-117-E DEAPR - Redmill Landscaping sprinkler head repairRevised 11/19 1 [Departmental Use Only] TITLE Redmill Landscape FY 2019-20 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 6th day of February, 2020, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Redmill Landscape and Nursery, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Raising sprinkler heads on athletic fields at W10 Soccer facility. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: DB7861A7-7465-4A17-A9DE-51CF3E64EDA0 Revised 11/19 2 quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out and/or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign and/or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. DocuSign Envelope ID: DB7861A7-7465-4A17-A9DE-51CF3E64EDA0 Revised 11/19 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Raising 145 sprinkler heads on athletic fields at W10 Soccer facility to current grade in 2020. 4. Duration of Services a. Term. The term of this Agreement shall be from February 2020 to June 2020. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be February 15, 2020. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Six Thousand Dollars ($6000.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Jonathan Dail) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board DocuSign Envelope ID: DB7861A7-7465-4A17-A9DE-51CF3E64EDA0 Revised 11/19 4 of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’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 County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. DocuSign Envelope ID: DB7861A7-7465-4A17-A9DE-51CF3E64EDA0 Revised 11/19 5 i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider 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 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. DocuSign Envelope ID: DB7861A7-7465-4A17-A9DE-51CF3E64EDA0 Revised 11/19 6 d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County 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 County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County 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 County’s statutory authority, mandate an d/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. 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 the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by DocuSign Envelope ID: DB7861A7-7465-4A17-A9DE-51CF3E64EDA0 Revised 11/19 7 certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Jonathan Dail Redmill Landscape P.O. Box 8181 4517 Red Mill Road Hillsborough, NC 27278 Durham, NC 27704 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: DB7861A7-7465-4A17-A9DE-51CF3E64EDA0 Revised 11/19 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ By: __________________________________ William H. Sparrow, Jr., Contractor Printed Name and Title DocuSign Envelope ID: DB7861A7-7465-4A17-A9DE-51CF3E64EDA0 DocuSign Envelope ID: DB7861A7-7465-4A17-A9DE-51CF3E64EDA0 �e CERTIFICATE OF LIABILITY INSURANCE DA1/TE(17/2020) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Martha Aycock, AAI, CISR NAME: y Jake A Parrott Insurance Agency Inc A/CNNo Ext: (252)523-1041 FAX, (AIC NU: (252)523-0195 2508 N HERRITAGE STREET E-MAIL ADDRESS:mP P arrott@ arrottins.com PO BOX 3547 INSURERS AFFORDING COVERAGE NAIC# KINSTON NC 28502 INSURER A:EMCASCO INSURANCE COMPANY 21407 INSURED INSURER B:EMPLOYERS MUTUAL CASUALTY CO 21415 REDMILL LANDSCAPE & NURSERY, INC. INSURERC:UNION INSURANCE CO OF PROVIDENCE 21423 4517 RED MILL RD INSURER D: INSURER E: DURHAM NC 27704-9455 INSURER F: COVERAGES CERTIFICATE NUMBER:2019-2020 MASTER 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN SD WVD POLICY NUMBER MM/DDIYYYY MM/DDIYYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 � OCCUR DAMAGE TO RENTED A CLAIMS-MADE PREMISES Ea occurrence $ 300,000 $250 PD DED PER CLAIM X Y 2D93305 12/1/2019 12/1/2020 MED EXP(Any one person) $ 5,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY � PEA ❑ LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident A X ANYAUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED X Y 2E93305 12/1/2019 12/1/2020 BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIREDAUTOS AUTOS Per accident Medical payments $ 2,000 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 B EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED RETENTION $ 2J93305 12/1/2019 12/1/2020 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ 1,000,000 C (Mandatory OFFICER/MEMBER EXCLUDED? Y 2H93305 12/1/2019 12/1/2020 ( ry ) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 A PESTICIDE OR HERBICIDE 2D93305 12/1/2019 12/1/2020 Included under GLcoverage APPLICATOR COVERAGE Form Number CGO157 (7/98) DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER IS INCLUDED ADDITIONAL INSURED WITH RESPECT TO GENERAL LIABILITY, ON A PRIMARY & NON-CONTRIBUTORY BASIS, INCLUDING ONGOING & COMPLETED OPERATIONS, VIA WRITTEN CONTRACT IN FORCE WITH THIS REQUIREMENT INCLUDED. CERTIFICATE HOLDER IS INCLUDED ADDITIONAL INSURED WITH RESPECT TO AUTO LIABILITY, VIA WRITTEN CONTRACT IN FORCE WITH THIS REQUIREMENT INCLUDED. WAIVER OF SUBROGATION APPLIES IN FAVOR OF ADDITIONAL INSURED WITH RESPECT TO GENERAL & AUTO LIABILITY & WORKER'S COMPENSATION, VIA WRITTEN CONTRACT IN FORCE WITH THIS REQUIREMENT INCLUDED. EXCESS LIABILITY IS FORM FOLLOWING. EXCLUDED OFFICERS IN W/C COVERAGE: BILL SPARROW SR, BILL SPARROW JR, & MARGIE SPARROW CERTIFICATE HOLDER CANCELLATION jdail@orangecountync.gov SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ORANGE COUNTY THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 4710 WEST TEN ROAD ACCORDANCE WITH THE POLICY PROVISIONS. EFLAND, NC 27243 AUTHORIZED REPRESENTATIVE fJ Allen Parrott/ASHLEY F ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) DocuSign Envelope ID: DB7861A7-7465-4A17-A9DE-51CF3E64EDA0 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION CONTRACT OR AGREEMENT INCLUDING COMPLETED OPERATIONS - PRIMARY AND NONCONTRIBUTORY This endorsement modifies the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM A. Section II — Who Is An Insured is amended to surveys, field orders, change orders or drawings include as an additional insured: and specifications; or 1. Any person or organization for whom you are b. Supervisory, inspection, architectural or performing operations when you and such engineering activities. person or organization have agreed in writing in This exclusion applies even if the claims against a contract or agreement that such person or any insured allege negligence or other wrongdoing organization be added as an additional insured in the supervision, hiring, employment, training or on your policy; and monitoring of others by the insured, if the 2. Any other person or organization you are "occurrence" which caused the "bodily injury" or required to add as an additional insured under "property damage", or the offense which caused the the contract or agreement described in "personal and advertising injury", involved the Paragraph 1. above. rendering of, or the failure to render, any Such person(s) or organization(s) is an additional professional architectural, engineering or surveying insured only with respect to liability for "bodily services. injury", "property damage" or "personal and C. With respect to the insurance afforded to these advertising injury" caused, in whole or in part, by: additional insureds, the following is added to a. Your acts or omissions; or Section III— Limits Of Insurance: b. The acts or omissions of those acting on The most we will pay on behalf of the additional your behalf; insured is the amount of insurance: in the performance of: 1. Required by the contract or agreement a. your ongoing operations for the additional described in Paragraph A.1.; or insured; or 2. Available under the applicable Limits of b. "Your work" for the additional insured and Insurance shown in the Declarations; included in the "products — completed whichever is less. operations hazard". This endorsement shall not increase the applicable However, the insurance afforded to such additional Limits of Insurance shown in the Declarations. insured described above: D. The following is added to the Other Insurance a. Only applies to the extent permitted by law; Condition and supersedes any provision to the and contrary: b. Will not be broader than that which you are Primary and Noncontributory Insurance required by the contract or agreement to This insurance is primary to and will not seek provide for such additional insured. contribution from any other insurance available to B. With respect to the insurance afforded to these an additional insured under your policy provided additional insureds, the following additional that: exclusion applies: (1) The additional insured is a Named Insured This insurance does not apply to "bodily injury," under such other insurance; and "property damage" and "personal and advertising (2) You have agreed in writing in a contract or injury" arising out of the rendering of, or the failure agreement that this insurance would be primary to render, any professional architectural, and would not seek contribution from any other engineering or surveying services including: insurance available to the additional insured. a. The preparing, approving, or failing to prepare E. All other terms and conditions of this policy remain or approve maps, shop drawings, opinions, reports, unchanged. CG7174.3(10-13) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 1 of 1 DocuSign Envelope ID: DB7861A7-7465-4A17-A9DE-51CF3E64EDA0 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION WHEN REQUIRED IN A WRITTEN CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". CG7555(10-13) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 1 of 1 DocuSign Envelope ID: DB7861A7-7465-4A17-A9DE-51CF3E64EDA0 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTO ESSENTIAL EXTENSION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The BUSINESS AUTO COVERAGE FORM is amended to include the following clarifications and extensions of coverage. With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. BLANKET ADDITIONAL INSURED D. SUPPLEMENTARY PAYMENTS Section II — Covered Autos Liability Coverage, Section II — Covered Autos Liability Coverage, A.1. Who Is An Insured is amended by adding the A.2.a. Coverage Extensions, Supplementary following: Payments (2) and (4) are replaced by the following: Any person or organization who is a party to a (2) Up to $3,000 for cost of bail bonds (including written agreement or contract with you in which you bonds for related traffic law violations) required agree to provide the type of insurance afforded because of an "accident" we cover. We do not under this Business Auto coverage Form. have to furnish these bonds. This provision applies to claims for "bodily injury" or (4) All reasonable expenses incurred by the "property damage" which occur after the execution of "insured" at our request, including actual loss of any written agreement or contract. earnings up to $350 a day because of time off B. NEWLY FORMED OR ACQUIRED from work. ORGANIZATIONS E. TOWING Section II — Covered Autos Liability Coverage, Section III — Physical Damage Coverage, A.2. A.1. Who Is An Insured is amended by adding the Towing is replaced with the following: following: We will pay for towing and labor costs incurred, e. Any organization which you acquire or form after subject to the following: the effective date of this policy in which you a. Up to $100 each time a covered "auto" of the maintain ownership or majority interest. However: private passenger type is disabled; or 1. Coverage under this provision is afforded only b. Up to $500 each time a covered "auto" other up to 180 days after you acquire or form the than the private passenger type is disabled. organization, or to the end of the policy period, whichever is earlier. However, the labor must be performed at the place of disablement. 2. Any organization you acquire or form will not be considered an "insured" if: F. LOCKSMITH SERVICES a. The organization is a partnership or a joint Section III — Physical Damage Coverage, A.4. venture; or Coverage Extensions is amended by adding the b. That organization is covered under other following: similar insurance. We will pay up to $50 per occurrence for necessary 3. Coverage under this provision does not apply locksmith services for keys locked inside a covered to any claim for "bodily injury" or "property private passenger "auto" for which Comprehensive coverage is provided. The deductible is waived for damage" resulting from an "accident" that occurred before you formed or acquired the these services. organization. G. TRANSPORTATION EXPENSES C. SUBSIDIARIES AS INSUREDS Section III — Physical Damage Coverage, A.4. Section II — Covered Autos Liability Coverage, Coverage Extensions Subparagraph a. A.1. Who Is An Insured is amended by adding the Transportation Expenses is replaced by the following: following: Any legally incorporated subsidiary in which you (1) We will pay up to $75 per day to a maximum of own more than 50% of the voting stock on the $1,000 for temporary transportation expense effective date of this policy. However, "insured" incurred by you because of the total theft of a does not include any subsidiary that is an "insured" covered "auto" of the private passenger type. under any other automobile liability policy or was an We will pay only for those covered "autos" for "insured" under such a policy but for termination of which you carry either Comprehensive or that policy or the exhaustion of the policy's limits of Specified Cause Of Loss Coverage. We will liability. pay for temporary transportation expenses CA7270(11-15) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 1 of 3 DocuSign Envelope ID: DB7861A7-7465-4A17-A9DE-51CF3E64EDA0 incurred during the period beginning 48 hours 1. This coverage applies only to a covered "auto"for after the theft and ending, regardless of the which Physical Damage Coverage is provided policy's expiration, when the covered "auto" is on this policy. returned to use or we pay for its "loss". 2. We will pay for rental reimbursement expenses (2) If the temporary transportation expenses you incurred by you for the rental of an "auto" incur arise from your rental of an "auto" of the because of "loss" to a covered "auto". Payment private passenger type, the most we will pay is applies in addition to the otherwise applicable the amount it costs to rent an "auto" of the amount of each coverage you have on a covered private passenger type which is of the same "auto". No deductibles apply to this coverage. like kind and quality as the stolen covered 3. We will pay only for those expenses incurred "auto". during the policy period beginning 24 hours after H. AUDIO, VISUAL, AND DATA ELECTRONIC the "loss" and ending, regardless of the policy's EQUIPMENT COVERAGE ADDED LIMITS expiration, with the lesser of the following number Audio, Visual, And Data Electronic Equipment of days: Coverage Added Limits of $1,000 Per "Loss" are a. The number of days reasonably required to in addition to the sublimit in Paragraph C.1.b. of the repair or replace the covered "auto". If "loss" Limits Of Insurance Provision under Section III — is caused by theft, this number of days is Physical Damage Coverage. added to the number of days it takes to locate I. HIRED AUTO PHYSICAL DAMAGE the covered "auto"and return it to you; or Section III — Physical Damage Coverage, A.4. b. 30 days. Coverage Extensions is amended by adding the 4. Our payment is limited to the lesser of the following: following amounts: If hired "autos" are covered "autos" for Liability a. Necessary and actual expenses incurred; or Coverage, and if Comprehensive, Specified b. $50 per day, subject to a$1,500 limit. Causes of Loss, or Collision coverage is provided for any "auto" you own, then the Physical Damage 5. This coverage does not apply while there are coverages provided are extended to "autos" you spare or reserve "autos" available to you for your hire, subject to the following limit and deductible: operations. 1. The most we will pay for loss to any hired 6. If "loss" results from the total theft of a covered "auto" is the lesser of Actual Cash Value, "auto" of the private passenger type, we will pay $75,000, or Cost of Repair, minus the under this coverage only that amount of your deductible. rental reimbursement expenses which is not 2. The deductible will be equal to the largest already provided for under the Physical Damage deductible applicable to any owned "auto" for — Transportation Expense coverage extension that coverage. No deductible applies to "loss" included in this endorsement. caused by fire or lightning. 7. Coverage provided by this extension is excess 3. Subject to the above limit and deductible over any other collectible insurance and/or provisions, we will provide coverage equal to endorsement to this policy. the broadest coverage applicable to any L. AIRBAG COVERAGE covered "auto" you own. Section III — Physical Damage Coverage, B.3.a. J. PERSONAL PROPERTY OF OTHERS Exclusions is amended by adding the following: Section III — Physical Damage Coverage, A.4. If you have purchased Comprehensive or Collision Coverage Extensions is amended by adding the Coverage under this policy, the exclusion relating to following: mechanical breakdown does not apply to the We will pay up to$500 for loss to personal property of accidental discharge of an airbag. others in or on your covered "auto". M. LOSS TO TWO OR MORE COVERED AUTOS This coverage applies only in the event of "loss" to FROM ONE ACCIDENT your covered "auto" caused by fire, lightning, Section III — Physical Damage Coverage, D. explosion, theft, mischief or vandalism, the covered Deductible is amended by adding the following: "auto's" collision with another object, or the covered If a Comprehensive, Specified Causes of Loss or 11auto's"overturn. Collision Coverage"loss"from one"accident" involves No deductibles apply to this coverage. two or more covered "autos", only the highest K. RENTAL REIMBURSEMENT deductible applicable to those coverages will be applied to the"accident". Section III — Physical Damage Coverage, A.4. If the application of the highest deductible is less Coverage Extensions is amended by adding the favorable or more restrictive to the insured than the following: separate deductibles as applied in the standard form, the standard deductibles will apply. CA7270(11-15) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 2 of 3 DocuSign Envelope ID: DB7861A7-7465-4A17-A9DE-51CF3E64EDA0 This provision only applies if you carry P. UNINTENTIONAL FAILURE TO DISCLOSE Comprehensive, Collision or Specified Causes of EXPOSURES Loss Coverage for those vehicles, and does not extend coverage to any covered "autos"for which you Section IV — Business Auto Conditions, B.2. do not carry such coverage. Concealment, Misrepresentation, Or Fraud is N. WAIVER OF DEDUCTIBLE — GLASS REPAIR OR amended by adding the following: REPLACEMENT If you unintentionally fail to disclose any exposures Section III — Physical Damage Coverage, D. existing at the inception date of this policy, we will not Deductible is amended by adding the following: deny coverage under this Coverage Part solely because of such failure to disclose. However, this If a Comprehensive Coverage deductible is shown in provision does not affect our right to collect additional the Declarations it does not apply to the cost of premium or exercise our right of cancellation or non- repairing or replacing damaged glass. renewal. O. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, Q. MENTAL ANGUISH SUIT,OR LOSS Section V — Definitions, C. is replaced by the Section IV — Business Auto Conditions, A.2. following: Duties In The Event Of Accident, Claim, Suit Or "Bodily injury" means bodily injury, sickness or Loss is amended by adding the following: disease sustained by a person, including mental d. Your obligation to notify us promptly of an anguish or death resulting from bodily injury, sickness "accident", claim, "suit' or "loss" is satisfied if you or disease. send us the required notice as soon as R. LIBERALIZATION practicable after your Insurance Administrator or anyone else designated by you to be responsible Paragraph B.3. Liberalization is amended for this for insurance matters is notified, or in any manner endorsement as follows: made aware, of an "accident', claim, "suit' or If we revise this endorsement to provide greater "loss". coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. CA7270(11-15) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 3 of 3 DocuSign Envelope ID: DB7861A7-7465-4A17-A9DE-51CF3E64EDA0 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION WHEN REQUIRED IN A WRITTEN CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The TRANSFER OF RIGHTS OF RECOVERY A. The following definitions are added to the AGAINST OTHERS TO US Condition Section is Definition Section of this endorsement only: added to and replaced by the following: 1. "Auto Dealers Operations" means the We waive any right of recovery we may have against ownership, maintenance or use of locations any person or organization against whom you have for an "auto" dealership and that portion of the agreed to waive such right of recovery in a written roads or other accesses that adjoin these agreement or written contract because of payments locations. "Auto dealers operations" includes we make for injury or damage arising out of your all operations necessary or incidental to an ongoing operations or "work you performed" under a "auto" dealership. written contract or written agreement with that person 2. "Work you performed" includes: or organization and included in the "Auto Dealers a. Work that someone performed on your Operations". behalf; and b. The providing of or failure to provide warnings or instructions. CA7392(11-15) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 1 of 1 DocuSign Envelope ID: DB7861A7-7465-4A17-A9DE-51CF3E64EDA0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT-AGGREGATE LIMITS OF INSURANCE (PER PROJECT) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The General Aggregate Limit under LIMITS OF INSURANCE (Section III) applies separately to each of your projects away from premises owned by or rented to you. Includes copyrighted material of Insurance Services Office, Inc.with its permission. Form CG7429 (Ed. 11-98) Copyright, Insurance Services Office, Inc., 1984 DocuSign Envelope ID: DB786lA7-7465-4A17-A9DE-51CF3E64EDA0 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable For an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule /004S This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is Issued subsequent to preparation of the policy.) Endorsement Effective Policy No.21-193305 Enders ent No. remium Insured: Redmill Landscape&Nursery,Inc. / �, Countersigned by (I Insurance Company-.Union Insurance Co of Providence /"4s WC 00 03 13 (Ed.4-84) 0 1983 National Council on Compensation Insurance.