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Arrow Sign Company - Wayfinding Agreement
AGREEMENT FOR SERVICES (For professional contracts over $5,000) City of Gilroy Wayfinding Phase II — 15- RFP -PW -381 This AGREEMENT made this 8 day of July, 2015, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and BUSINESS: Arrow Sign Company, having a principal place of business at 105146 1h Avenue, Oakland, California 94601 ARTICLE 1. TERM OF AGREEMENT b This Agreement will become effective on June 2014 and will continue in effect through March j� 1 2016 unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT BUSINESS STATUS It is the express intention of the parties that BUSINESS 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 BUSINESS or any employee or agent of BUSINESS. Both parties acknowledge that BUSINESS is not an employee for state or federal tax purposes. BUSINESS 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. BUSINESS shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY BUSINESS A. Specific Services BUSINESS agrees to: perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services ") within the time periods described in and Exhibit "C" ( "Milestone Schedule "). B. Method of Performing Services BUSINESS 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 BUSINESS'S services. C. Employment of Assistants BUSINESS may, at the BUSINESS'S own expense, employ such assistants as BUSINESS deems necessary to perform the services required of BUSINESS by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise BUSINESS'S assistants in the performance of those services. BUSINESS assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work BUSINESS shall perform the services required by this Agreement at any place or location and at such times as BUSINESS shall determine is necessary to properly and timely perform BUSINESS'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by BUSINESS, CITY agrees to pay BUSINESS the amounts set forth in Exhibit "D ". In no event however shall the total compensation paid to BUSINESS exceed33�, B. Invoices BUSINESS shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment will be made unless BUSINESS has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section M incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify BUSINESS of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses BUSINESS shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by BUSINESS, all fees, fines, licenses, bonds or taxes required of or imposed against BUSINESS and all other of BUSINESS'S costs of doing business. CITY shall not be responsible for any expenses incurred by BUSINESS in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF BUSINESS A. Tools and Instrumentalities BUSINESS shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. BUSINESS is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation BUSINESS agrees to provide workers' compensation insurance for BUSINESS'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising out of any injury, disability, or death of any of BUSINESS'S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, BUSINESS shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers,, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of BUSINESS or BUSINESS'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, BUSINESS shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of BUSINESS or BUSINESS'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, BUSINESS shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof, and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non- renewed, and not replaced with another claims -made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, BUSINESS must purchase so called "extended reporting" or "tail" coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY'S obligations under this Agreement, BUSINESS shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insured on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of BUSINESS under this Agreement may be assigned or subcontracted by BUSINESS without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. - State and Federal Taxes As BUSINESS is not CITY'S employee, BUSINESS shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, BUSINESS acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from BUSINESS'S payments; • CITY will not make state or federal unemployment insurance contributions on BUSINESS'S behalf; • CITY will not withhold state or federal income tax from payment to BUSINESS; • CITY will not make disability insurance contributions on behalf of BUSINESS; • CITY will not obtain workers' compensation insurance on behalf of BUSINESS. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of BUSINESS and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of BUSINESS'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of BUSINESS. Such assignment shall not release BUSINESS from any of BUSINESS'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of BUSINESS's Business/ Death of BUSINESS. BUSINESS shall notify CITY of the proposed sale of BUSINESS's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to BUSINESS set forth in Exhibit A, Subsection V.I., no later than thirty (30) days after CITY' receipt of such notice of sale. If BUSINESS is an individual, this Agreement shall be deemed automatically terminated upon death of BUSINESS. B. Termination by City for Default of BUSINESS Should BUSINESS 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 BUSINESS. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. BUSINESS'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. BUSINESS'S breach of any of its representations, warranties or covenants contained in this Agreement. BUSINESS 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 C" which have been fully, competently and timely rendered by BUSINESS. Notwithstanding the foregoing, if CITY terminates this Agreement due to BUSINESS'S default in the performance of this Agreement or material breach by BUSINESS of any of its provisions, then in addition to any other rights and remedies CITY may have, BUSINESS 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 BUSINESS for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay BUSINESS 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, BUSINESS, at the BUSINESS'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 BUSINESS to CITY. D. Transition after Termination Upon termination, BUSINESS shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case BUSINESS shall. cease such work as soon as it is safe to do so. BUSINESS shall incur no further expenses in connection with this Agreement. BUSINESS shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of BUSINESS's duties by any new BUSINESS hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the BUSINESS shall use due professional care to 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. BUSINESS shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The BUSINESS shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against. all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation attorneys' fees, that may arise out of any violations of the Act by the BUSINESS, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The BUSINESS shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct 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 foregoing, BUSINESS agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public.works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the .race, color, sex, religious creed, national origin, ancestry of any employee; applicant for employment, or any potential subcontractor. F. Conflict of Interest BUSINESS 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 BUSINESS and that no person associated with BUSINESS has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by BUSINESS for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no 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 in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. 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 of laws provisions_ of any jurisdiction. The exclusive jurisdiction and venue with. respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A", Section V.I. but each party may change the address by written notice in accordance 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. J. 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. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver BUSINESS agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. BUSINESS: A, ) By. ( -A R fid Name: TP.(Cb4x� Title: � Ij ,�(,T awlv- Social Security or Taxpayer Identification Number Approved as to Form 1 City Atto ey 1 CITY: CITY OF GILROY By: Name: -"S 'J. FAQ CJ `q Ncj Title: EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER BUSINESS shall provide the services indicated on the attached Exhibit "B", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, BUSINESS agrees to assign —' who will act in the capacity of Project Manager, and who will personally direct such Services. J f T e�tv,�N Except as may be specified elsewhere in this Agreement, BUSINESS shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to satisfactorily complete the Services required herein. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED BUSINESS shall commence the Services upon delivery to BUSINESS of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by BUSINESS or if otherwise delivered as provided in the Section V.I. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that BUSINESS has satisfactorily completed all of the Services, CITY shall give BUSINESS written Notice of Final Acceptance, and BUSINESS shall not incur any further costs hereunder. BUSINESS may request this determination of completion when, in its opinion, it has satisfactorily completed all of the Services and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that BUSINESS has not satisfactorily completed all of such Services, CITY shall so inform BUSINESS within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to BUSINESS as provided for in Article 4 of this Agreement. Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. BUSINESS shall obtain written approval from CITY prior to incurring or billing of direct expenses. 4842. 9835- 2788v2 B -9 MDOLINGERX04706083 Copies of pertinent financial records, including invoices, will be included with the proposal of billing(s) for all direct expenses. V. OTHER PROVISIONS A. BUSINESS'S SERVICES TO BE APPROVED BY A REGISTERED PROFESSIONAL ENGINEER All civil (including structural and geotechnical) engineering plans, calculations, specifications and reports shall be prepared by, or under the responsible charge of, a licensed civil engineer and shall include his or her name and license number. Interim documents shall include a notation as to the intended purpose of the document, such as "preliminary" or "for review only." All civil engineering plans and specifications that are permitted or that are to be released for construction shall bear the signature and seal of the licensee and the date of :signing and sealing or stamping. All final civil engineering calculations and reports shall bear the signature and seal or stamp of the licensee, and the date of signing and sealing or stamping. B. STANDARD OF WORKMANSHIP BUSINESS 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 BUSINESS'S representations and warranties regarding its skills, qualifications and licenses. BUSINESS 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. Any plans, designs, specification_ s, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for .acceptance shall be a product of neat appearance, well- organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. C. RESPONSIBILITY OF BUSINESS BUSINESS 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 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, and BUSINESS shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by BUSINESS'S negligent performance of any of the services furnished under this Agreement. D. RIGHT OF CITY TO INSPECT RECORDS OF BUSINESS CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, 'invoices, vouchers, canceled checks, time cards, etc.) of BUSINESS for the purpose of verifying_ any and all charges made by BUSINESS in connection with this Agreement. BUSINESS shall maintain for a minimum period of three (3) years (from the date of final payment to BUSINESS), or for 4842 - 9635- 2788v2 B -1 MDOLINGEM04706083 any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by BUSINESS, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. E. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents,. discussions or other information developed or received by or for BUSINESS and all other written and oral information developed or received by or for BUSINESS and all other written and oral information submitted to BUSINESS in connection with the performance of this Agreement shall be held confidential by BUSINESS and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to BUSINESS which is otherwise known to BUSINESS or is or becomes generally known to the related industry (other than that which becomes generally known as the result of BUSINESS'S disclosure thereof) shall be deemed confidential. BUSINESS shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. F. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall BUSINESS have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY.. G. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but BUSINESS may retain and use copies thereof subject to Section V.E of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. H. 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. I. NOTICES. Notices are to be sent as follows: CITY: Rick Smelser, City Engineer City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 4842 -9635- 2788+2 B -11 MDOLINGER104706083 BUSINESS: I ((6) L') S5 6rnA'I y N6164, CA �Ybbl M11'. I FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.J. apply. ❑ If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.J. do not apply. 1. DBE Program BUSINESS shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The BUSINESS warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the BUSINESS, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4842- 9635- 2788v2 B -12 MOOLINGER104706083 1051 46th Avenue Oakland, CA 94601 Phone 510.533.7693 fax 510.533.0815 State Contractors4icenses: California: 314794, Nevada: 53419, Hawaii: 24742 Washington: ARROWSC90ONB, Arizona: ROC274634 Customer Name City of Gilroy Job Name City of Gilroy Wayfinding Customer Address 7351 Rosanna street Job Address various City, State, Zip Gilfory, CA 954120 City, State, Zip Gilroy, CA Unit cost= $11,543.00 Cust. Contact 11mrySevin Job Contact Henry Sevin $ 144,430.00 Phone No. C4M $46-0451 Phone No.. (4M $46'0451 Unit cost= $6,565.00 Customer Email Sign Type B2- Customer P.O. Seven (7) single face non - illuminated directional signs with flags and decorative top,. $ 26,684.00 Date March 31, 2415 aluminum. Sales Representative Steve Jones NOTE: Permits, Licenses, and Inpections will be additional at time and material per the terms on the . Scope of Work Page 1 of 2 Amount Manufacture and install the following signs: Sign type A4- City Identi ty- Four (4) single face non- illuminated trellis arch with sign panels and decorative $ 46,172.00 finials finialsr reading, "Welcome to- Gilroy ". Assumes sign to be installed into softscape and fabricated out of aluminum. Unit cost= $11,543.00 Sign Type B1- Twenty two (22) single face non- illuminated directional signs with panels and $ 144,430.00 decorative arch. Assumes sign to be installed into softscape and fabricated out of aluminum. Unit cost= $6,565.00 Sign Type B2- Seven (7) single face non - illuminated directional signs with flags and decorative top,. $ 26,684.00 Assumes sign to be installed over hardscape, direct burial footing, fabricated out of aluminum. Unit cost= $ 3,312.00 NOTE: Permits, Licenses, and Inpections will be additional at time and material per the terms on the . reverse side of this order. Payment To Be Made As Follows: Sub Total: See sheet 2 for terns Tax: Total Price: The terms on the reverse side are a part of this agreement and Buyer, by executing this agreement, acknowledges acceptance of these terms. SELLER: ARROW SIGN COMPANY BUYER: Individual Partnership Corporation Sales Representative (Circle One) ACCEPTED: ARROW SIGN COMPANY By: By: Title: Date of Acceptance: GUARANTEE: For value received, I or we the undersigned, jointly and severally, hereby absolutely and unconditionally guarantee prompt payment by Buyer of all monies due and payable under the foregoing Order, at the dates and for the purposes therein stated, and the performance of all other undertakings by Buyer as therein provided, including reasonable attorney's fees. As Guarantors) it is understood that the obligations herein provided shall be binding upon and enforceable against the heirs, assigns, successors and personal representative of each of the undersigned. Each undersigned agrees that no notice of acceptance by Seller of the Guarantee shall be required of Seller; waives notice of any default and consents to any changes or modifications hereafter made by Seller and Buyer. Date: By Date: By Guarantor Guarantor 1051 46th Avenue Oakland, CA 94601 Phone 510.533.7693 Fax 510.533.0815 State Contractors licenses: California: 314794, Nevada: 53419, Hawaii: 24742 Washington: ARROWSC90ONB, Arizona: ROC274634 Customer Name City of Gilroy Customer Address 7351 Rosanna street City, State, Zip som Cust. Contact Rr+nrV'4goin Phone No. -wa) RA& AM Customer Email Date March to -11,101 Sales Representative st ;p r Ps Job Name City of Gilroy Wayfinding Job Address Vari:oas City, State, Zip Gilroy CA Job Contact Henry Sevin Phone• No. (dM 946-04E Customer P.O. Scope of Work Page 2 of 2 Amount "Sign Type B3- Twenty two (22) non - illuminated trail blazer signs with flags and decorative tops. $ 48,422.00 Assumes sign to be installed over hardscape, direct burial footing, using plate and . chemical anchors, fabricated out of aluminum. Unit cost= $ 2,201 .00 Sign Type B5- Twenty (20) single face non - illuminated directional signs mounted onto existing pol N. $ 69,280,00 Assumes sign to be fabricated out of aluminum. Unit cost= $ 3,464.00 Tree trimming allowance= $5,000.00 not included in total. All as per customer approved Arrow design TBD. Assumes Arrow's standard insurance. Work to be done during normal business hours. Prevailing wage job. NOTE: Permits, Licenses, and Inpections will be additional at time and material, per the terms on the reverse side of this order. Payment To Be Made As Follows: Sub Total: ' Included Tax: Per contract terms. Total Price: $ 334,988.00 The terms on the reverse side are a part of this agreement and Buyer, by executing this agreement, acknowledges acceptance of these terms. SELLERe ARROW SIGN COMPANY BUYER: Soles Representative ACCEPTED: ARROW SIGN COMPANY By: Executive Officer By: _ Title: Date: Individual Partnership Corporation (Circle One) Date of Acceptance: GUARANTEE: For value received, I or we the undersigned, jointly and severally, hereby absolutely and unconditionally guarantee prompt payment by Buyer of all monies due and payable under the foregoing Order, at the dates and for the purposes therein stated, and the performance of all other undertakings by Buyer as therein provided, including reasonable attorney's fees. As Guarantor(s) it is understood that the obligations herein provided shall be binding upon and enforceable against the heirs, as's'igns, successors and personal representative of each of the undersigned. Each undersigned agrees that no notice of acceptance by Seller of the Guarantee shall be required of Seller; waives notice of any default and consents to any changes or modifications'hereafler made by Seller and Buyer. Date: By Date: By Guarantor Guarantor bkll, b,+ 3 Service Wiring: -Costs of Electricity: - Reinforcement of Building: Physical Conditions: Buyer shall bring feed wires of suitable capacity and approved type to the location of Display prior to installation of Display, make connection thereof to Display, and shall pay for all electrical energy used by Display and shall be responsible for the supply thereof. Unless specifically stated in writing to the contrary, Buyer shall provide all necessary reinforcements to the building on which Display is installed. Buyer shall pay for costs of relocation power lines, or other obstacles, to comply with the laws of Federal, State, or Municipal agencies. Buyer is solely responsible for locating and protecting all existing non - public utilities and seller is not responsible for any damage to same. The price fixed herein is based on the assumption that installation will be in normal soil. In the event adverse soil conditions or underground obstructions are encountered, the parties agree to adjust the extra installation costs based on Seller's current time and material rates. The price fixed herein is also based on the assumption that mounting surfaces are conducive to normal installation procedures...In addition, concrete walls and surfaces are assumed to be of normal density. Should adverse conditions exist, such as rebar, hidden steel members and/or high specification concrete which impedes drilling of same, then the parties agree to adjust the extra installation costs based on Seller's current time and material rates. Buyer to provide reasonable access to area around and behind display to complete installation of same and price assumes installation can be completed with Seller's standard equipment. Should special equipment, such as scaffolding, man lifts or cranes be required, then the parties agree to adjust the extra installation costs based on Seller's current time and material rates. City of Gilroy Wayfinding Exhibit C Schedule: Art approvals from customer —1 week Arrow to stake location and check USA markings — 2 weeks Arrow to provide Shop drawings — 2 weeks Customer approval on shop drawings -1 week Fabrication time line —14 weeks Installation — 8 weeks Overall 28 weeks, pending all timelines above are met. City of Gilroy Wayfinding Exhibit D Schedule of values Progress bill (25 %) $83,747.00 upon art approval Progress bill (25 %) $83;747.00 upon shop drawing approval Progress bill (25 %) $83,747.00 upon fabrication completion Progress bill (25%) $83,747.00 upon installation completion Sub Total billing $334,988.00 Progress bill upon request for Professional Liability per contract documents $30,430 Grand Total $365,418.00 ARROSIG -01 DANIELLEP CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 7/31/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND 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). _ . _ _ — --- —_ ----6-1-0-57- PRODUCER LlcerlSe # 01 McDermott -Costa Co., Inc. 1045 MacArthur Blvd. San Leandro, CA 94577 CONTACT NAME: Katherine Nelson PHONE __1 - 351 -7460 FAX _ - Arc No Ext : ( ) A/C, No): (510) 357 -3230 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: CNA insurance Companies _ - _ _LIMITS INSURED Arrow Sign Company 1051 46th Avenue Oakland, CA 94601 INSURER B:travelers Property Casualty 25674 INSURER C: INSURER D: INSURER E EACH OCCURRENCE- - INSURER :F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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 'BYPAID CLAIMS. . INSR- LTR - TYPE'OF'.INSURANCE ADDLSUBR INSD WVD POLICY NUMBER POLICY EFF MM /DD/YYY.Y POLICY EXP MM /DDNYYY _ - _ _LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE- - $: ,,000,000 CLAIMS -MADE FRIOCCUR X X 6012516890 04/10/2015 04/10/2016 PREMISES Ea oecurrenae _- .$_ _§00,000 _ MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 POLICY j CT L_OC PRODUCTS - COMP /OP AGG $ 2,000,000 $ OTHER: AUTOMOBILE 'LIABILITY - - - - COMBINED SINGLE LIMIT Ea accident ' -$ 1. OOO 000 BODILY INJURY (Per, person) $ A X 'ANY AUTO X X 6012516923 04/10/2015 0411012016 ALL OWNED SCHEDULED AUTOS AUTOS . 1 i BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per,ccident $ HIRED AUTOS NON -OWNED AUTOS $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ S,000,OO AGGREGATE $ 5,000,00 A EXCESS LIAB CLAIMS -MADE 6012516906. 0411012015 04/10/2016 77DE;T RETENTIONS $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? T (Man'datciy7n NH) N/A X UBN6C38902 -1 -15 01101/ 2015 , 01 /01/2016'1, X ST A ATUTE ER E L. EACH ACCIDENT $ 1,000,000 - E.L. DISEASE - EA EMPLOYE 1 $ 1,000,000 If,Yyes, describe under. DESCRIPTION OF OPERATIONS below E.L.'DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS ILL OCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) RE: City of Gilroy Wayfinding, Gilroy, CA Certificate holder is named additional insured with respects to general liability and automobile liability per the attached forms. Waiver of subrogation applies to general; liability, autombile liability and workers compensation per the attached. 'CERTIFICATE HOLDER CANCELLATION ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and Togo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Gilroy, its Officers, Elected or Appointed Officials. Employees, Agents, and Volunteers THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ATTN: Risk Manager 7351 Rosanna Street AUTHORIZED REPRESENTATIVE Gilroy, CA 95020_ ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and Togo are registered marks of ACORD G- 144041 -D (Ed. 12%10) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MANUFACTURERS' GENERAL LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The changes this endorsement makes to coverage provided by the Commercial General Liability Coverage Part are void with respect to any coverage that has been excluded by another endorsement attached to this policy. Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Coverage Part. SCHEDULE Coverage is summarized below. For particulars and limitations affecting each coverage, please refer to the corresponding policy provisions in the body of this endorsement. 1. Property Damage — Patterns, Molds And Dies 2. Additional Insured - Blanket Vendors 3. Miscellaneous Additional Insureds 8 additional insured extensions. 4. Broad Named Insured /Newly Formed Or Acquired Organizations 5. Joint Ventures /Partnership /Limited Liability Companies Coverage for your interest in such terminated or ended organizations. 6. Partnership Or Joint. Ventures Partnership includes a limited liability partnership. 7. Incidental Health Care. Malpractice Coverage 8. Supplementary . Payments Cost of bail bonds increased to $2,500. Daily loss of earnings increased to $1,000. 9. Medical Payments Limits increased to $15,000. Reporting increased to three years from the date of accident. 10. Non - owned Watercraft Increased to 55 feet. 11. Non -owned Aircraft 12. Legal Liability —Damage To Premises Extended perils. Limit increased to $200,000. 13. Broad; Knowledge of Occurrence 14. Notice of Occurrence 15. Unintentional Failure To Disclose Hazards 16. Expanded Personal And Advertising Injury 17. Bodily Injury — Extension of Coverage 18. Expected Or Intended Injury Reasonable force — bodily injury or property damage. 19. Liberalization Clause 20.. Property Damage Elevators 21. Blanket Waiver of Subrogation Waiver of subrogation where required by written contract or written agreement: 22. In Rem Actions 23. Primary And Non - Contributory To Other Insurance 24. Limited Contractual. Liability for Personal and Advertising Injury G- 144041 -D Page 1 of 11 (Ed. 12/10) Includes copyrighted material of Insurance Services Office, Inc., with its permission. 1 >_ 1. PROPERTY DAMAGE — PATTERNS, MOLDS AND DIES Paragraphs (3) and (4) of Exclusion j. Damage to Property of Section I — Exclusions do not apply to patterns, molds or dies in the care, custody or control of the insured if the patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to Property Damage — Patterns, Molds And Dies and is included within the General Aggregate Limit as described in Section III — Limits Of Insurance. The insurance afforded by this Provision 1. is excess over any valid and collectible property insurance (including any deductible) available to the insured, and the Other Insurance Condition is changed accordingly. 2. ADDITIONAL INSURED — BLANKET VENDORS Section II — Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or written agreement to provide insurance, but only with respect to "bodily injury" or "property damage arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. 'Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then . repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course G- 144041 -D (Ed. 12/10) of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omission or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Provision 2. does not apply to: a. Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into,, accompanying or containing such products; b. Any vendor specifically scheduled as an additional insured by endorsement; or c. Any of "your products" for which coverage is excluded by endorsement. 3. This Provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded by endorsement. 3. MISCELLANEOUS ADDITIONAL INSUREDS Section II Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in Paragraphs 3.a. through 3.h. below whom you are required to add as an additional insured on this policy under a written contract or written agreement but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and G- 144041 -D Page 2 of 11 . (Ed. 12/10) Includes copyrighted material of Insurance Services Office, Inc., with its permission. G- 144041 -D (Ed. 12/10) 2. Executed prior to the "bodily injury," b. State or Governmental Agency or "property damage" or "personal injury and Subdivision or Political Subdivisions advertising injury," but A state or governmental agency or Only the following persons or organizations are subdivision or political subdivision additional insureds under this endorsement and subject to the following provisions: coverage provided to such additional insureds (1) This insurance applies only with is limited as provided herein: respect to the following hazards for a. Additional Insured — "Your Work" which the state or governmental That person or organization for whom agency or subdivision or political subdivision has issued a permit or you do work is an additional insured authorization in connection with solely for liability due to your negligence "your premises you own, rent, or control specifically resulting from work" and to which this insurance applies: for the additional insured which is the subject of the written contract or written (a) The existence, maintenance, agreement. No coverage applies to repair, construction, erection, or liability resulting from the sole removal of advertising signs, negligence of the additional insured. awnings, canopies, cellar The insurance provided to the entrances, coal holes, driveways, manholes, additional insured is limited as follows: marquees, hoistaway openings, (1) The Limits of Insurance applicable sidewalk vaults, street banners, to the additional insured are those or decorations and similar specified in the written contract or exposures; or written agreement or in the (b) The construction, erection, or Declarations of this policy, removal of elevators; or whichever is less. These Limits of Insurance are inclusive of, and not (2) This insurance applies only with in addition to, the Limits of respect to operations performed by Insurance shown in the you or on your behalf for which the Declarations. state or governmental agency or (2) Coverage for the additional insured subdivision or political subdivision has issued a permit or for "your work" that is included in authorization. the "products- completed operations hazard" is afforded only if this This insurance does not apply to "bodily Coverage Part provides such injury," "property damage" or "personal coverage, and only if the written and advertising injury" arising out of contract or written agreement operations performed for the federal requires you to provide such government, state or municipality. coverage. c. Controlling Interest (3) The insurance provided to the additional insured does not apply Any persons or organizations with a to: controlling interest in you but only with respect to their liability arising out of: (a) "Bodily injury," "property damage," or personal and (1) Their financial control of you; or advertising injury" arising out of (2) Premises they own, maintain or the rendering or failure to control while you lease or occupy render any professional these premises. services; or This insurance does not apply to (b) "Bodily injury" or "property structural alterations, new construction damage" included in the and demolition operations performed by "products- completed or for such additional insured. operations hazard" and arising out of any of "your work" that is d. Managers or Lessors of Premises excluded by endorsement. A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use G- 144041 -D Page 3 of 11 (Ed. 12/10) Includes copyrighted material of Insurance Services Office, Inc., with its permission. CWA of that specific part of the. premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. f. Owners /Other Interests Land Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to:. (1) Any "occurrence" which takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. g. Co -owner of Insured Premises A co -owner of a premises co- owned by you and covered under this insurance but only with respect to the co- owners liability as co -owner of such premises. h. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or G- 144041 -D (Ed. 12/10) organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional 'insureds, the following additional exclusions apply: This insurance does not apply: (1) To any "occurrence" which takes place after the equipment lease expires; or (2) To "bodily injury," "property damage" or "personal and advertising injury" arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under Paragraphs b. through h. above does not apply to "bodily injury or "property damage" included within the "products- completed operations hazard." 4. BROAD NAMED INSURED /NEWLY FORMED OR ACQUIRED ORGANIZATIONS A. Any organization other than a partnership, joint venture or limited liability company, over which a Named Insured shown in the Declarations maintained an ownership interest of more than 50% on the effective date of this policy and on the date of loss will qualify as a Named Insured if there is no other similar insurance afforded to that organization or would have been afforded but for the exhaustion of the limits of liability, cancellation or expiration of such insurance. B. Paragraph 3.a. of Section II — Who Is An Insured is deleted and replaced by the following: Coverage under this provision is afforded only until the end of the policy period or the next anniversary of this policy's effective date after you acquire or form the organization, whichever is earlier. C. This Provision 4. does not apply to any organization for which coverage is excluded by endorsement. 5. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANY COVERAGE A. The following is added to Section II — Who Is An Insured: 4. You are an insured when you had an interest in a joint venture, partnership or limited liability company which .terminated or ended prior to or during this policy period but only to the extent of your interest in G- 144041 -D Page 4 of 11 (Ed. 12/10) Includes copyrighted material of Insurance Services Office, Inc., with its permission. F 411� A117.11 such joint venture, partnership or limited liability company. This coverage does not apply: a. Prior to the termination date of any joint venture, partnership or limited liability company; or b. If there is other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. B. The last paragraph of Section II — Who Is An Insured is deleted and replaced by the following: Except as provided under the Manufactures' General Liability Extension Endorsement or by the attachment of another endorsement (if any), no person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. 6. PARTNERSHIP OR JOINT VENTURES Paragraph 1.b. of Section II — Who Is An Insured is deleted and replaced by the following: b. A partnership (including a limited liability partnership) or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. 7. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE A. With respect only to "bodily injury that arises but of a "health care 'incident," Coverage A — Bodily Injury and Property Damage Liability of Section I — Coverages is amended to replace Insuring Agreement Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to "bodily injury" only if you are not in the business of providing professional health care services, and only if: (1) The "bodily injury" is caused by an "occurrence" that takes place in the "coverage territory." For the purpose of this insurance:. G-1 44041 (Ed. 12/10) circumstance, situation; transaction, event, advice or decision will be considered to constitute a single "occurrence' (2) The "bodily injury" occurs during the policy period. All "bodily injury" arising from an "occurrence" will be deemed to have occurred at the time of the first act, error, or omission that is part of the "occurrence"; and B. With respect only to the insurance provided by this Provision 7., Exclusion 2:e. (Employer's Liability) of Section I Coverage A — Bodily Injury and Property Damage, is amended to append the following: Only for "bodily injury" not covered by other liability insurance (including qualified self insurance) available to the 'insured (or which would be available but for exhaustion of its limits), this exclusion does not apply to "bodily injury" that arises out of a "health care incident." C. Section V — Definitions is amended to add the following new definition: "Health care incident" means a negligent act, error or omission by your "employees" or "volunteer workers" working on your behalf in the rendering of. or failure to render professional health care services in any of the following capacities, or the related furnishing of food, beverages, medical supplies or appliances: a. Physician; b. Nurse; c. Emergency medical technician; d. Paramedic; e. Chiropractor; f. Dentist; g. Athletic trainer; h. Audiologist; L Physical therapist; j. Psychologist; (a) Bodily injury caused by a k. Speech therapist; "health care incident" will be considered caused by an I. Other allied health professional; or "occurrence "; and m. Provider of first aid or Good Samaritan (b) All acts, errors or omissions services rendered in an emergency and that are logically connected by for which no payment is demanded or any common fact, received. G- 144041 -D Page 5 of 11 (Ed. 12/10) Includes copyrighted material of Insurance Services Office, Inc., with its permission. D. Section I - Coverages is amended to add the following additional exclusions to Paragraph 2. Exclusions of Coverage A — Bodily Injury and Property Damage Liability. These new exclusions apply only to this Incidental Health Care Malpractice Coverage: This insurance does not apply to: Dishonesty or Crime Any dishonest, criminal or malicious act, error or omission. Clinical Trials / Product Testing Acts, errors or omissions that occur in the course of human clinical trials or product testing. Medicare /Medicaid Fraud Medicare or Medicaid fraud or abuse. Services Excluded by Endorsement Any "health care incident" for which coverage is excluded by endorsement. E. Section V — Definitions is amended to add the following subparagraph to Paragraph f. of the definition of "insured contract ": Paragraph f. does not include that part of any contractor agreement: (4) Under which you assume another's tort liability for "bodily injury" arising out of the rendering of or failure to render professional health care services. F. Section II — Who Is An Insured is amended as follows: 1. Except for licensed physicians, your "employees" are insureds with respect to: a. "bodily injury" to a co- "employee" while in the course of the co- "employee's" employment by you or while performing duties related to the conduct of your business; and b. "bodily injury" to a "volunteer worker" while performing duties related to the conduct of your business; when such "bodily injury" arises out of a "health care incident." 2. Except for licensed physicians, your "volunteer workers" are insureds with respect to: a. "bodily injury" to a co- "volunteer worker" while performing duties related to the conduct of your business; and G- 144041 -D (Ed. 12/10) b. "bodily injury" to an "employee" while in the course of the "employee's" employment by you or while performing duties related to the conduct of your business; . when such "bodily injury" arises out of a "health; care incident." 3. Paragraphs 2.a. (1)(a), (b) and (c) of Section li — Who Is An Insured do not apply to "bodily injury" for which insurance is provided this Provision 7. 4. Paragraph 2.a.(1)(d) of Section II - Who Is An Insured is deleted and replaced by the following new Paragraph 2.a.(3): However, none of these "employees" or "volunteer workers" are insureds for: (3) "Bodily injury," "property damage" or "personal and advertising injury" arising out of his or her rendering of or failure to render professional health care services if he or she is a licensed physician. G. With respect to the insurance provided by this Provision 7., the following is added to Paragraph 4.b.(1) of Section IV — Commercial General Liability Conditions: To the extent this insurance applies, it is excess over any of the other insurance (including qualified self insurance), whether primary, excess, contingent or on any other basis, except for insurance purchased. specifically by you to be excess of this policy. 8. SUPPLEMENTARY PAYMENTS A. Under Section I — Supplementary Payments — Coverages A and B, Paragraph 1.b., the limit of $250 shown for the cost of bail bonds is replaced by $2,500. B. In Paragraph 1.d., the limit of $250 shown for daily loss of earnings is replaced by $1,000. 9. MEDICAL PAYMENTS A. Paragraph 7. Medical Expense Limit, of Section III — Limits of Insurance is deleted and replaced by the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most we will pay under Section — I — Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000; or G- 144041 -D Page 6 of 11 (Ed. 12/10) Includes copyrighted material of Insurance Services Office, Inc., with its permission. e (2) The amount shown in the Declarations for Medical Expense Limit. B. This Provision 9. does not apply if Section I — Coverage C Medical Payments is excluded either by the provisions of the Coverage Part or by endorsement. C. Paragraph 1.a.(3)(b) of Section I — Coverage C — Medical Payments, is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and 10. NON -OWNED WATERCRAFT Under Section I — Coverage A - Bodily Injury and Property Damage, Exclusion 2.g., subparagraph (2) is deleted and replaced by the following. (2) A watercraft you do not own that is: (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge. 11. NON -OWNED AIRCRAFT Exclusion 1g. of Section I — Coverage A — Bodily Injury and Property Damage, does not apply to an aircraft you do not own, provided that: 1. The pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. It is rented with a trained, paid crew; and 3. It does not transport persons or cargo for a charge. 12: LEGAL LIABILITY - DAMAGE TO PREMISES A. Under Section I — Coverage A — Bodily Injury and Property Damage 2. Exclusions, Exclusion j. is replaced by the following. "Property damage" to: (1') Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; G- 144041 -D (Ed. 12/10) (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal; property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises: (1) rented to you; (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products- completed operations hazard. B. Under Section I — Coverage A — Bodily Injury and Property Damage the last paragraph of 2. Exclusions is deleted and replaced by the following. Exclusions c. through n. do not apply to damage by fire. to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a of 7 or fewer consecutive days. G- 144041 -D Page 7 of 11 (Ed. 12/10) Includes copyrighted material of Insurance Services Office, Inc., with its permission. A separate limit of insurance applies to this coverage as described in Section III Limits Of Insurance. C. Paragraph 6. Damage To Premises Rented To You Limit of Section III Limits Of Insurance is replaced by the following: 6. Subject to Paragraph. 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is the greater of: a. $200,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations. D. Paragraph 4.b.(1)(a)(ii) of Section IV — Commercial General Liability Conditions is deleted and replaced by the following: (ii) That is property insurance for premises rented to you or temporarily occupied by you with the permission of the owner; or E. This Provision 12. does not apply if Damage To Premises Rented To You Liability under Section I — Coverage A is excluded either by the provisions of the Coverage Part or, by endorsement: 13. BROAD KNOWLEDGE OF OCCURRENCE You must give us or our authorized representative notice of an 'occurrence," offense, claim, or "suit only when the "occurrence," offense, claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer or the employee designated by you to give such notice, if you are a corporation; or G- 144041 -D (Ed. 12/10) Your rights_ under this Coverage Part will not be prejudiced if you fail to give us notice of an "occurrence," offense, claim or "suit! and that failure is solely due to your reasonable belief that the "bodily injury" or "property damage" is not covered under this Coverage Part. However, you shall give written notice of this "occurrence," offense, claim or "suit" to us 'as soon as you are aware that this insurance may apply to such "occurrence," offense claim or "suit." 15. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Based on our reliance on your representations as to existing hazards, if unintentionally you should fail to disclose all such hazards at the inception date of your policy, we will not deny coverage- under this Coverage Part because of such failure. 16. EXPANDED PERSONAL AND ADVERTISING INJURY A. The following is added to Section V — Definitions, the definition of "personal and advertising injury": h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or persons by any insured. B. Exclusions of Section I — Coverage B — Personal and Advertising Injury Liability is amended to include the following: Discrimination Relating To Room, Dwelling or Premises (4) A manager, if you are a limited Caused by discrimination directly or liability company. indirectly related to the sale, rental, lease or sub -lease or prospective sale, 14. NOTICE OF OCCURRENCE rental, lease or sub -lease of any room, The following is added to Paragraph 2. of Section dwelling or premises by or at the IV — Commercial General Liability Conditions = direction of any insured. Duties in The Event of Occurrence, Offense Claim or Suit: G- 144041 -D Page 8 of 11 (Ed. 12/10) Includes copyrighted material of Insurance Services Office, Inc., with its permission. [�'A T , Fines Or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. C. This Provision 16. does not apply if Section 1— Coverage B — Personal And Advertising Injury Liability is excluded by endorsement. 17. BODILY INJURY Section V — Definitions, the definition of "bodily injury" is changed to read: "Bodily injury" means bodily injury, sickness or disease sustained by a, person, including death, humiliation, shock, mental anguish or. mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. . 18. EXPECTED OR INTENDED INJURY Exclusion a: of Section I — Coverage A Bodily Injury and Property Damage Liability is replaced by the following: a. "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 19. LIBERALIZATION CLAUSE If we adopt a change in our forms or rules which would broaden coverage for manufacturers under this endorsement without an additional premium charge, your policy will automatically provide the additional coverages as of the date the revision is effective in your state. 20. PROPERTY DAMAGE— ELEVATORS With respect to Exclusions of Section I — Coverage A, Paragraphs (3), (4) and (6) of Exclusion j. and Exclusion k. do not apply to the use of elevators. The insurance afforded by this Provision 20. is excess over any. valid and collectible property insurance (including any deductible) available to the insured, and the Other Insurance Condition is changed accordingly. 21. BLANKET WAIVER OF SUBGROGATION The Transfer Of Rights Of Recovery Against Others To Us Condition (Section IV — Commercial General Liability Conditions) is amended by the addition of the following: We waive any right of recovery we may have against any person or organization because of G- 144041 -D (Ed. 12/10) payments we make for injury or damage arising out of: 1. Your ongoing operations; or 2. "Your work" included in the "products - completed operations hazard." However, this waiver .applies only when you have agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or agreement: 1. Is in effect or becomes effective during the term of this policy; and 2. Was executed prior to loss. 22. IN REM ACTIONS Any action in rem against property owned, operated by or for you, or chartered by or for you, will be treated in the same manner as though the action were in personam against you. 2. 3. PRIMARY AND NON - CONTRIBUTORY TO OTHER INSURANCE With respect to any person or organization that is an additional insured under this Coverage Part, the following is added to Paragraph 4. of Section IV — Commercial General Liability Conditions and supersedes any provision to the contrary: If you have agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary and we will not seek contribution from that other insurance. For the purpose of this Provision 23., the additional insured's own insurance means insurance on which the additional insured is a Named Insured. This Provision 23. does not apply in situations where the endorsement on this policy affording coverage to the additional insured specifies that this insurance is excess over any other insurance available to that additional insured. 24. LIMITED CONTRACTUAL LIABILITY FOR PERSONAL AND ADVERTISING INJURY A. Subparagraph e. of Paragraph 2. Exclusions of Section 1 — Coverage B — Personal And Advertising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: e. Contractual Liability "Personal and advertising injury' for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to: G-1.44041 -D Page 9 of 11 (Ed. 12/10) Includes copyrighted material of Insurance Services Office, Inc., with its permission. (1) Liability for damages that the insured would have in the absence of the contract or agreement; or (2) Liability for "personal and advertising injury" if: (a) The liability pertains to your business and is assumed in writing in a contract or agreement in which you assume the tort liability of another. Tort Liability means a liability that would be imposed by law in the absence of any contract or agreement; (b) The "personal and advertising injury" occurs subsequent to the execution of the contract or agreement; and (c) The "personal and advertising injury" arises out of the offenses of false arrest, detention or imprisonment. Solely for the purposes of liability so assumed in a contract or agreement, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "personal injury" described in Paragraph A.2.e.(2)(c) above, provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same contract or agreement; and (ii) Such attorney fees and litigation expenses are for defense of that party against .a civil or alternative dispute resolution proceeding in which damages to which this insurance applies , are alleged. B. The following is added to Section 1 — Supplementary Payments — Coverages A And B: If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit," we will defend that indemnitee if all of the following conditions are met: 1. The "suit" against the indemnitee seeks damages for which the insured has G- 144041 -D (Ed. 12/10) assumed tort liability of the indemnitee in a contract or agreement, if such liability pertains to your business. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement; 2. This insurance applies to such liability assumed by the insured; 3. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same contract or agreement; 4. The allegations in the "suit" and the information we know about the offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; 5. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and 6. The indemnitee: a. Agrees in writing to: (1) Cooperate with us in the investigation, settlement or defense of the "suit "; (2) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit'; (3) Notify any other insurer whose coverage is available to the indemnitee; and (4) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and b. Provides us with written authorization to: (1) Obtain records and other information related to the "suit "; and (2) Conduct and control the defense of the'indemnitee in such "suit." So long as the above conditions are met, attorneys fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph A.2.e.(2) above, such payments will not be deemed to be damages for "personal G- 144041 -D Page 10 of 11 (Ed. 12/10) Includes copyrighted material of Insurance Services Office, Inc., with its permission. F- 4� A77 d Imo_ and advertising injury" as described in Paragraph A.2.e.(2)(c) above and will not reduce.the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys fees and necessary litigation expenses as Supplementary Payments ends when: G- 144041 -D (Ed. 12/10) 1. We have used up the applicable limit of insurance in the payment of judgments or settlements; or 2. The conditions set forth above, or the terms of the agreement described in Paragraph 6. above, are no longer met. C. This Provision 24. does not apply if Section Coverage B — Personal And Advertising Injury Liability is excluded by endorsement. G- 144041 -D Page 11 of 11 (Ed. 12/10) Includes copyrighted material of Insurance Services Office, Inc., with its permission. ®p r IL R n _ WORKERS COMPENSATION TRAV AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) — 001 POLICY NUMBER: (PUB- 608902 -1 -15) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVE- AIVER) 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. The additional premium for this endorsement shall be 2:00 % of the California workers' compensation pre- mium. Schedule Person or Organization "As required by contract" Job I Description 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 01 -01 -2015 Policy No. UB- 6C38902 -1 -15 Endorsement No. of Insured Premium Insurance Company Countersigned by DATE OF ISSUE: 12 -24 2014 ST ASSIGN: Page 1 of 1 e m m N s V r7,L-1 SCA 23 500D (Ed. 10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXTENDED COVERAGE ENDORSEMENT - BA PLUS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM 1. LIABILTY COVERAGE A. Who Is An Insured The following is added to Section 11, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.I. does not apply to any such entity that is an "insured" under any other liability "policy" providing "auto" coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings - Section 11, Paragraphs A.2.a.(2) and A.2.a.(4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is increased from $2,000 to $5,000, and 2. In a.(4), the limit for the loss of earnings is increased from $250 to $500 a day. C. Fellow Employee Section 11, Paragraph 0.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. II. PHYSICAL DAMAGE COVERAGE A. Towing a. Is effective on the acquisition or formation Section 111. Paragraph A.2., is revised to include Light date, and is afforded only until the end of the Trucks up to 10,000 pounds G.V.W. policy period of this Coverage Form, or the next anniversary of its inception date, B. Glass Breakage – Hitting A Bird Or Animal – whichever is earlier. Falling Objects Or Missiles b. Does not apply to: (1) "Bodily injury" or "property damage" caused by an "accident" that occurred before you acquired or formed the organization; or (2) Any such organization that is an "insured" under any other liability "policy" providing "auto" coverage. 3. Any person or organization that you are obligated to provide Insurance where required by a written contract or agreement is an insured, but only with respect to legal responsibility for acts or omissions of a person for whom Liability Coverage is afforded under this policy. 4. An "employee" of yours is an "insured" while. operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business.. The following is added to Section III, Paragraph A.3.: With respect to any covered "auto," any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. C. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. D. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you; to provide: a. $1,000 maximum, in lieu of $600. E. Personal Property The following is added to Section III, Paragraph A.4. "Policy," as used in this provision A. Who Is An c. We will pay up to $500 for loss to Personal Insured, includes those policies that were in force on Property which is: the inception date of this Coverage Form but: SCA 23 500D copyright, cNn corporation, 2000. Page 1 of 3 (Ed. 10/11) Includes copyrighted material of the Insurance Services Office used with its permission. CHA (1) Owned by an "insured`; and (2) In or on the covered "auto." This coverage applies only in the event of a total theft of your covered "auto." This insurance is excess over any other collectible insurance and no deductible applies. F. Rental Reimbursement The following is added to Section 111, Paragraph AA.: d. We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of "loss" to a covered "auto." Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto." No deductibles apply to this coverage. 1. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: (a) The number of days reasonably required to repair or replace the covered "auto "; or, (b) 15 days. 2. Our payment is limited to the lesser of the following amounts: (a) Necessary and actual expenses incurred; or, (b) $25 per day subject to a maximum of $375. 3. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 4. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount bf your rental reimbursement expenses which is not already provided for under the Physical Damage Coverage Extension. G. Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" SCA 23 500D (Ed. 10/11) in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one "accident" or "loss" is the actual cash value; cost of repair, cost of replacement or $75,000 whichever is less minus a $500 deductible for each covered auto: No deductible applies to "loss" caused by fire or lightning. d. The physical damage coverage as is provided by this provision will be limited to the types of physical damage coverage(s) provided on your owned "autos." e. Such physical damage coverage for hired "autos" will: (1) Include loss of use, provided it is the consequence of an "accident" for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision G.e.(1) will be subject to a limit of $750 per "accident." H. Airbag Coverage The following is added to Section III, Paragraph B.3. The accidental discharge of an airbag shall not be considered mechanical breakdown. I. Electronic Equipment Section III, Paragraphs B.4.c and BA.d. are deleted - and replaced by the following: c. Physical Damage Coverage on a covered "auto" also applies to "loss" to any permanently installed electronic equipment including its antennas and other accessories d. A $100 per occurrence deductible. applies to the coverage provided by this provision. J. Diminution In Value The following is added to Section III, Paragraph B.6. Subject to the following, the "diminution in value" exclusion does not apply to: If Physical Damage coverage is provided under a. Any covered "auto" of the private passenger this policy, and such coverage does not extend to type you lease, hire, rent or borrow, without a Hired Autos, then Physical Damage coverage is driver for a period of 30 days or less, while extended to: performing duties related to the conduct of a. Any covered "auto" you lease, hire, rent or your business; and borrow without a driver; and b. Any covered "auto" of the private passenger type hired or rented by your "employee" b. Any covered "auto" hired or rented by your without a driver for a period of 30 days or less, "employee" without a driver, under a contract SCA 23 500D copyright, CNA Corporation, 2000. Page 2 of 3 (Ed. 10/11) Includes copyrighted material of the Insurance Services Office used with its permission. e m N s under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a "diminution in value" loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for "loss" to a covered "auto" in any one accident is the lesser of: (1) $5,000; or (2) 20% of the "auto's" actual cash value (ACV) III. Drive Other Car Coverage — Executive Officers The following is added to Sections II and III: 1. Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers," except: a. An "auto" owned by that "executive officer" or a member of that person's household; or b. An "auto" used by that "executive officer' while working in a business of selling; servicing, repairing or parking "autos." Such Liability and/or Physical Damage Coverage as is afforded by this provision will be: (1) Equal to the greatest of those coverages afforded any covered "auto'; and SCA 23 500D (Ed. 10/11) Such "executive officers" are "insureds" while using a covered "auto" described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a. (4) Your "employees" may know of an "accident" or "loss." This will not mean that you have such knowledge, unless such "accident" or "loss" is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b. (6) Your "employees" may know of documents received concerning a claim or "suit." This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2. Your failure to disclose all hazards existing on the date of inception of this Coverage form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. C. Policy Period, Coverage Territory Section 1V, Paragraphs 7.(5).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days (2) Excess over any other collectible V. DEFINITIONS insurance. 2. For purposes of this provision, executive officer' Section V. Paragraph C. is deleted and replaced by means a person holding any of the officer the following: positions created by your charter, constitution, by- "Bodily injury" means bodily, injury, sickness or disease laws or any other similar governing document, sustained by a person, including mental anguish, and, while a resident of the same household, mental injury or death resulting from any of these includes that person's spouse. SCA 23 500D Copyright, CNA Corporation, 2000. (Ed. 10/11) Includes copyrighted material of the Insurance Services Office used with its permission. Page 3 of 3 a ix N T m N N_ SN O N 8 Q 9- 23186 -B CAA (Ed. 12/10) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER RIGHTS OF RECOVERY AGAINST OTHERS This endorsement modifies insurance provided under the following: BUSINESS AUTO SCHEDULE Name of Person or Organization: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement. We waive any right of recovery we may have against the damage must arise out of your activities under a contract person or organization shown in the Schedule because of with that person or organization. The waiver applies only to payments we make for the injury or damage. This injury or the person or organization shown in the Schedule. 9- 23186 -B (Ed. 12/10) Page 1 of 1 G- 140331 -D (Ed. 01/13) BLANKET ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS — WITH PRODUCTS- COMPLETED OPERATIONS COVERAGE It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE' PART as follows: SCHEDULE (OPTIONAL) Name of Additional Insured Persons Or Organizations City of Glroy, its unicers, elected or Employees, Agents, and Volunteers ATTN: Risk Manager 7351 Rosanna- Street Locations of Covered Operations (As per the "written contract," provided the location is within the "coverage territory" of this Coverage Part.) A. Section II - Who Is An Insured is amended to include as an additional insured: 1. Any person or organization whom you are required by "written contract" to add as an additional insured on this Coverage Part; and 2. The particular person or organization, if any, scheduled above. B. The insurance provided to the additional insured is limited as follows: 1. The person or organization is an additional insured only with respect to liability for "bodily injury," "property damage," or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those: acting on your behalf, in the performance of your ongoing operations specified in the "written contract'; or b. "Your work" that is specified in the "written contract" but only for "bodily injury" or "property damage" included in the "products- completed operations hazard," and only if: (1) The "written contract" requires you to provide the additional insured such coverage; and (2) This Coverage Part provides such coverage. 2. If the "written contract" specifically requires you to provide additional insurance coverage via the 10/01 edition of CG2010 (aka CG 20 10 10.01), or via the 10101 edition of CG2037 (aka CG 20 37 10 01), or via the 11/85 edition of CG2010 (aka CG 20 10 11 85), then in paragraph 13.1. above, the words 'caused in whole or in part by' are replaced by the words 'arising out of. 3. We will not provide the additional insured any broader coverage or any higher limit of insurance than: a. The maximum permitted by law; b. That required by the "written contract';. c. That described in 13.1. above; or d. That afforded to you under this policy, whichever is less. 4. Notwithstanding anything to the contrary in Condition 4. Other Insurance (Section IV), this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or G- 140331 -D (Ed. 01/13) Page 1 of 2 Copyright, CNA All Rights Reserved. G- 140331 -D (Ed. 01/13) any other basis. But if required by the "written contract" to be primary and non - contributory, this insurance will be primary and non - contributory relative to insurance on which the additional insured is a Named Insured. 5. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of: a. The rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: (1) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities; or b. Any premises or work for which the additional 'insured is specifically listed as an additional insured on another endorsement attached to this Coverage Part. C. SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: 1. The Duties In The Event of Occurrence, Offense, Claim or Suit condition is amended to add the following additional conditions applicable to the additional insured: An additional insured under this endorsement will as soon as practicable: (1) Give us written notice of an "occurrence" or an offense which may result in a claim or "suit" under this insurance, and of any claim or "suit" that does result; (2) Except as provided in Paragraph B.4. of this endorsement, agree to make available any other insurance the . additional insured has for a loss we cover under this Coverage Part; (3) Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or "suit'; and (4) Tender the defense and indemnity of any claim or "suit" to any other insurer or self insurer whose policy or program applies to a loss we cover under this Coverage Part. But if the "written contract" requires this insurance to be primary and non - contributory, this provision (4) does not apply to insurance on which the additional insured is a Named Insured. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from. the additional insured written notice of a claim or "suit." D. Only for the, purpose of the insurance provided by this endorsement, SECTION V — DEFINITIONS is amended to add the following definition: "Written contract" means a written contract or written agreement that requires you to make a person or organization an additional insured on this Coverage Part, provided the contract or agreement: 1. Is currently in effect or becomes effective during the term of this policy; and 2. Was executed prior to: a. The "bodily injury" or "property damage "; or b. The offense that caused the "personal and advertising injury," for which the additional insured seeks coverage under this Coverage Part. All other terms and conditions of the Policy remain unchanged. G- 140331 -D (Ed. 01/13) Page 2 of 2 Material used with permission of ISO Properties, Inc. Copyright, CNA All Rights Reserved.