Loading...
Vortex - 2014 AgreementAGREEMENT FOR SERVICES (For contracts of $5,000 or less) This AGREEMENT made this 31 st day of January, 2014, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: VORTEX INDUSTRIES, INC., having a principal place of business at 3311 Edward Avenue, Santa Clara, CA 95054. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on February 7, 2014 and will continue in effect through June 30, 2016 unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE. PERFORMED BY CONTRACTOR Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit "A" within the time periods described therein. Method of Performing Services CONTRACTOR shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONTRACTOR'S services. -1- 4852- 7028 -32840 MDOLINGER104706083 Employment of Assistants CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required su of CO con wined R Article Agreement, subject to the prohibition against assignment 5 below. CITY may not control, direct, or supervise ll and sole Rresponsibility for the performance of those services. CONTRACTO R assumes fu e income payment of all compensation and expenses these assistants insurancle t and e and federal applicable tax,. unemployment insurance, Social Security, disability withholding. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR'S services. ARTICLE 4. COMPENSATION In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR as provided for in Exhibit "B ", "Payment Schedule ". Invoices CONTRACTOR shall submit invoices for all services rendered. Payment Payment shall be due within thirty (30) days after receipt of invoice des of ing he woe, da performed during the preceding period. If CITY objects to all or an s from receipt of the CITY shall notify CONTRACTOR of the objection within thirty (30) y invoice, give reasons for the objection, and pay that portion of the invoice not n dis duce. it shall s not constitute a default or breach of this Agreement for CITY not to pay any which it has objected until the objection has been resolved by mutual agreement of the parties. Expenses CONTRACTOR shall be responsible for all costs and expenses incident to the used of performance of services for CITY, including but not s all taxess required ortimposed provided by CONTRACTOR, all fees, fines, licenses, bonds or against CONTRACTOR and all other of CONTRACTOR'S RACTOR ad perfperforming services for not be responsible for any expenses incurred by CON n CITY. -2- 4852 - 7028- 3284vl MDOLINGER \04706083 ARTICLE 5. OBLIGATIONS OF CONTRACTOR Tools and Instrumentalities CONTRACTOR shall supply all tools d and instrumentalities its noprequired to services under this Agreement at its sole cost an p ense purchase or rent any tools, equipment or services from CITY. Licenses CONTRACTOR shall possess a State of California Contractor's license in the appropriate category for performing services under this Agreement. CONTRACTOR shall obtain a City of Gilroy Business License. Workers' Compensation CONTRACTOR agrees to provides workers' compensation insurance for CONTRACTOR'S employees and agents and agrees representatives, taent and employees from acceptable to CITY and indemnify CITY, its office and against any and all claims, suits, damages, itatOOn attorneys' fees, arising out of any injury, liabilities and expenses, including without disability, or death of any of CONTRACTOR' S employees. Indemnification of Liability, Duty to Defend As to other liability, to the fullest extent permitted by law, CONTRACTOR shall defend, through counsel approved by CITY (which approval shall not be s andasemployees y withheld), aain indemnify and hold harmless CITY, its officers, representatives, agents , any and all suits, damages, costs, fees, claims, demands, fees, arising o resulting directlyloblindire and expenses, including without limitation attorneys' or from any act or omission of CONTRACTOR or CONTRACTOR'S assistants, sis ors, mployee any agents, including all claims relating to the injury or death of any person property Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term ofthis Agreement: automobiles, Commercial Liability ii milit Insurance, including coverage for owned and non-owned combined single limit coverage of $1,0.00,000 per occurrence for all damages due to bodily on, and damage to property, including the loss of injury, sickness or disease, or death to any pers use thereof with a minimum coverage of $ e00hi0 Agreement, CONTRACTOR shall furnish condition precedent to CITY'S obligations and s on evidence of such coverage (naming CITY, its cored to in immediately above) dand reqitional dthirty the Commercial Liability insurance policy refe (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. -3- 4852 - 7028- 3284v1 MDOLINGER \04706083 Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may itch CITY signed y subcont i acted by CONRACTOR without the prior written consent of CITY, w sole and absolute discretion. State and Federal Taxes As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: *CITY will not withhold (Social Security) from CTO �, insurance contributions on *CITY will not make CONTRACTOR'S behalf; *CITY will not withhold state or federal income tax from payment to CONTRACTOR; *CITY will not make disability insurance contributions �nsurance on behalf of CONTRACTOR. *CITY will not obtain workers' compensation ARTICLE 6. OBLIGATIONS OF CITY Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR'S duties under this Agreement. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement. events: ARTICLE 7. TERMINATION OF AGREEMENT Termination on Occurrence of Stated Events This Agreement shall terminate automatically on the occurrence of any of the following I . Bankruptcy or insolvency of either party; 2. Sale of the business of either party; 3. Death of either party. Co 4852 - 7028 -32840 MDOLINGER \04706083 Termination by City for Default of CONTRACTOR Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. Not performing any of its services professionally and/or timely. 2. CONTRACTOR'S breach of any of its representations warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work satisfactorily completed through the date of the termination notice., as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit `B" which have been fully, competently and timely rendered by CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR'S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONTRACTOR for the performance of that task pursuant to this Agreement. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONTRACTOR, at the CONTRACTOR'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONTRACTOR to CITY. Transition After Termination Upon termination, CONTRACTOR shall immediately stop work, unless. cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done toward completion of its services, and shall act in such a manner as to facilitate any new CONTRACTOR'S assumption of duties. ARTICLE 8. GENERAL PROVISIONS Notices -5- 4852 - 7028- 3284v1 MDOLINGER104706083 Any notice to be given hereunder by either party to the other e may abd with effected eitre P r b t personal delivery in writing or by mail, registered or certified, postage P P requested. Mailed notices shall be addressed to a the party at the address address peat ng below I suce party's signature below, but each party may change with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. Entire Agreement of the Parties This Agreement supersedes any and all prior agreements, either oral or written, between the parties hereto with respect to the rendering en the services arties with CONTRACTOR too the rendering of contains all the covenants and agreements Each to this Agreement acknowledges that no such services in any manner whatsoever. Each party gr representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained effective only Agreement t isn n shall `'`'lriting signed by both Any modification of this Agreement will b parties. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Americans With Disabilities Act of 1990 Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all applicable provisions of the Americans With Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. k under Contractor shall subjectirt s the compliance of all subcontractors performing prohibition against assignment and subcontracting contained in Article 5 above. The CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the all suits, CITY OF GILROY, its officers, employees, agents and representatives itiom and ag sand fees, claims, demands, damages, costs, causes of action, losses, including without limitation attorneys' fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. Compliance With Laws The CONTRACTOR shall keep itself informed of all State and National laws and all ged or municipal ordinances and regulations of the CITY work or which n nyaway affect theg onduct employed in the work, or the materials used in Eel 4852. 7028- 3284vl MOOLINGER \04706083 of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the fY OF GILROY,obligating agrees erytoontractortor provisions of the Municipal Code of the CITY subcontractor under a contract or subcontract to the employment or ncOontracting public works on the goods or services to refrain from discriminatory P ym employ ee, basis of the race, color, sex, religious reed, il origin or ancestry of any p Y applicant for employment, or any potential subcontractor. Attorneys' Fees If any action at law or in equity, including an action for declaratory rill ,be is eroug dt to enforce or interpret the provisions of this Agreement, the prevailing party reasonable attorneys' fees, which may be set by the same that party maybe ent tied. action brought for that purpose, in addition t o any other relief to Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict and 11 disputes arising hereunder shall be n exclusive jurisdiction and venue with respect to any P state and federal courts located in Santa Clara County, California. -7- 4852 - 7028 -32840 MDOLINGER \04706083 Executed at Gilroy, California, on the date and year first above written. CONTRACTOR: V6,z,eX, 0- 'SO a�. By: D- l��a�,d (Print Name) Address for Notices: 3 31/ A "- s.tN; A (f4-444-,q 9sv�y Social Security or Taxpayer Identification Number: -f -'5'-- 2 -76/305/ Contractor's License Number: Z87 8&,j— Approved as to Form City rney,�,,, 1 , 4852 - 7028- 3284vl MDOLINGER104706083 CITY: ROY By: Thomas . Haglund. City Administrator (Print Name) Address for Notices: 7351 Rosanna Street Gilroy, CA 95020 Attn: City Administrator -8- ATTEST: ity Cl k EXHIBIT "A" I. .SCOPE OF SERVICES A. Provide semi - annual preventive maintenance service per Proposal dated 11/21/2013 to 26 roll -up doors located at the following locations: • City of Gilroy Corporation Yard: 613 Old Gilroy Street (12 doors) • Chestnut Fire Station: 7070 Chestnut Street (6 doors) • Las Animas Fire Station: 8383 Wren Avenue (4 doors) • Sunrise Fire Station: 880 Sunrise Drive (4 doors) B. Preventive Maintenance Service provided shall include: • Tightening of loose fasteners and mountings • Inspection of springs for fatigue and wear • Lubrication of all rollers, hinges, guides, bearings and other applicable hardware • Inspection of shaft assembly, cables, &drums on sectional doors e chain on motor operators • Lubrication of bearings, bushings, and driv • Inspection and adjustments to any safety devices • A detailed written report of our inspection • Free written estimate of recommended repairs C. Provide repairs to roll -up doors as required. Provide price quote for all necessary repairs. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED ence services upon delivery to CONTRACTOR of written CONTRACTOR shall comm Notice to Proceed. B. COMPLETION OF SERVICES of the When CITY determines that CONTRACTOR has satisfactorily completed a loo Final services defined under this Agreement, CITY shall give CONTRAC TOR written Acceptance, and CONTRACTOR shall not incur any lfurtoeinionsihereunder.actOily completed o may request this determination of completion whe , P all of the services under this Agreement, and if so Ire determines IT that 1l make t s dete astnot within two (2) weeks of such request, or if C satisfactorily completed all of such services, CITY shall so inform CONTRACTOR within this two (2) week period. III. SCHEDULE Preventive maintenance service to be provided twice annually as follows: 0 4852 - 7028 -32840 MDOLINGER104706083 • FY 13 -14: December, 2013; May, 2014 • FY 14 -15: November, 2014; May, 2015 • FY 15 -16: November, 2015; May, 2016 IV. Inserted for Numbering Purposes Only V. GENERAL PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR'S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the services furnished by it under this Agreement. The CITY'S review, acceptance or payment for any of the services required under this Agreement shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, law d for all damOges shall be and CITY remain caused abbly to CITY in accordance with applic able CONTRACTOR'S negligent performance of any of the services furnished under this Agreement. C. Inserted for Numbering Purposes Only D. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. E. Insert for Numbering Purposes Only F. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed . or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. G. WAIVER. -10- 4852 - 7028 -32840 MDOLINGER \04706083 CONTRACTOR agrees that waiver by CITY of any one or more of o h conditions ndition of performance under this Agreement shall not be construed as waiver(s) of any performance under this Agreement. H. .AMENDMENTS. the terms of this Agreement shall be valid unless made. in No alterations or changes to writing and signed by both parties hereto. I. CONFLICT OF INTEREST. CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. f, CAPS- The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered nor referred to for resolving questions or interpretation. -11- 4852 - 7028- 3284v1 MDOLINGER104706083 EXHIBIT "B" PAYMENT SCHEDULE Cost of each inspection bi- annually: $724.95 (Total of 26 doors) Annual Cost: $1,449.90 Total Cost for Three Years: $4,349.70 Necessary repairs to roll -up doors shall be quoted on proposal and accepted by City prior to repairs. Payment for repairs shall be made after satisfactory completion of repairs. -1- 4852 - 7028- 3284vl MDOLINGER104706083 ,4coR 7 0 CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDD/YYYY) _5/.15/201.4_ 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 Arthur J. Gallagher & Co. Insurance Brokers of CA, Inc. LIC #0726293 18201 Von Karman, Suite 200 MA' ME: PI+oNE _ AX No E -MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC # Irvine CA 92612 INSURER A:Old Republic Insurance Company $1,000,000 DAMAGE TO NTEU___ PREMISES EaE currence INSURED INSURER B:Great American Insurance Company CA 16691 INSURE RC: $1,000,000 VORTEX INDUSTRIES, INC. VORTEX COLORADO, INC. 3198 -M Airport Loop Costa Mesa, CA 92626 INSURER D: $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X PRO- LOC JFCT PRODUCTS - COMP /OP AGG $2,000,000 INSURER E: $10,000,000 INSURER F : AUTOMOBILE. X LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS X AUTOS COVERAGES CERTIFICATE NUMBER: 911R14nS43 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 TR TYPE OF INSURANCE JADDL INSR SUBR WVD POLICY NUMBER POLICY EFF M D IYYYYI POLICY EXP (MMIDDNYYYI LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FXI OCCUR X GL Deductible: N Y MWZY60223 /1/2013 /1/2014 EACH OCCURRENCE 1 $1,000,000 DAMAGE TO NTEU___ PREMISES EaE currence $100,000 MED EXP (Any one person $5,000 PERSONAL BADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X PRO- LOC JFCT PRODUCTS - COMP /OP AGG $2,000,000 Ultimate Gen. Agg. $10,000,000 A AUTOMOBILE. X LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS X AUTOS MWTB22000 /1/2013 /1/2014 INEDSINULE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ X PROPERTY DAMAGE $ B X UMBRELLA LIAB EXCESS'LIAB X OCCUR CLAIMS -MADE T00033756500 1/2013 /1/2014 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DED X I RETENTION 10,000 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? N❑ (Mandatory in NH) V yes; describe under . DESCRIPTION OF OPERATIONS below NIA WC11842300 /1/2013 /1/2014 X OOC STATU- OTH- E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYE $1,000,000 E.L. DISEASE - POLICY LIMIT 1 $1,000000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) The certificate holden(s) is /are named additional insured /primary non - contributory as respects to the general liability policy, per the attached forms CG20100413, CG20370413 and CG20010413. RE: Work performed by the named insured as required per written contract. City of Gilroy 7351 Rosanna Street Gilroy CA 95020 USA ACORD 25 (2010/05) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988 -2010 The ACORD name and logo are registered marks of ACORD TION. All rights reserved POLICY NUMBER: MWZY60223 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations The City of Gilroy, its officers The locations as specified in the and employees written contracts or agreements Information required to complete this Schedule if not shown above will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after. 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 2010 0413 © Insurance Services Office, Inc., 2012 Page 1 of 2 MWZY 60223 Vortex Industries, Inc. 07/01/2013 - 07/01/2014 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement; the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 © Insurance Services Office, Inc,, 2012 CG 2010 0413 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations The City of Gilroy, its officers and employees The locations as specified in the written contracts or agreements Information required to complete this Schedule if not shown above, will be shown in the Declarations. A. Section If - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard ". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 MWZY 60223 Vortex Industries, Inc. 07/01/2013 - 07/01/2014 Policy No.: MWZY60223 COMMERCIAL GENERAL LIABILITY CG 20 010413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Wo WA This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART The following Is added to the Other insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This Insurance is primary to and will not seek contribution from any other insurance available to an additional Insured under your policy provided that (1) The additional Insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other Insurance available to the additional insured. CG 20 0104 13 0 Insurance Services Offce,'Inc., 2012 Page 1 of 1