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Nova Partners - 2016 Agreement for Fire Stations AssessmentAGREEMENT FOR SERVICES (For design professional contracts over $5,000) This AGREEMENT made this 3rd day of June, 2016 between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California . and CONSULTANT: NOVA PARTNERS INC., having a principal place of business at 855 El Camino Real, Suite 307, Palo Alto CA 94301. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on June 3, 2016 and will continue in effect through June 1. 2018 unless tenninated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT 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 CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT 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. CONSULTANT shall retain the right to perform services for others during the tern of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT 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 CONSULTANT shall determine the method, details and means of perfonning the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. 4845- 6718- 3385v1 LA004706083 -1- C. Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT 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 CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D ". In no event however shall the total compensation paid to CONSULTANT exceed $34,950. B. Invoices CONSULTANT 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 CONSULTANT 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 IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT 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 CONSULTANT 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 CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be 4845 - 6718- 3385v1 LAM04706083 -2- responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLES. OBLIGATIONS Or CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services Linder this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'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 CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend I. As to professional liability, to the fiillest extent permitted by law, CONSULTANT 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 CONSULTANT or CONSULTANT'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 fiillest extent permitted by law, CONSULTANT 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 CONSULTANT or CONSULTANT'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, CONSULTANT 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) 4845- 6718.3385vl LACW4706083 -3- 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, CONSULTANT must purchase so called ',extended reporting" or "tail" coverage for a minimum of five (5) years after completion of work, which nu►st 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, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds 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 CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf, • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. 4845 - 6718 -33850 LAC104706083 -4- ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'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 CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT'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 CONSULTANT set forth in Exhibit A, Subsection V.I., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT 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 CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT'S failure to professionally and /or timely perform any of the services contemplated by this Agreement. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT 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 CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY may have, CONSULTANT shall 4845. 6718- 3385v1 LACk04706083 -5- 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 CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments. Should CITY fail to pay CONSULTANT 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, CONSULTANT, at the CONSULTANT'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 CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT 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 CONSULTANT's duties by any new consultant 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 CONSULTANT 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. CONSULTANT 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 CONSULTANT 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 CONSULTANT, 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 4845. 6718- 3385v1 LAC104706083 -6- 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 CONSULTANT 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, CONSULTANT 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 CONSULTANT 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 CONSULTANT and that no person associated with CONSULTANT has any interest that wotild 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 CONSULTANT 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. 4845- 6718- 3385v1 LACk04706083 -7- 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 CONSULTANT 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. CONSULTANT: By: NamWavid ark s Title: Vice President Social Security or Taxpayer Identification Number 770372163 4845 - 6718- 3385v1 LAM04706083 -8- CITY: CITY OF GILROY By: Name: Gabriel A. Gonzales Title: City Adminstrator Approved as to m ity Attorney 4845- 6718- 3385v1 _9_ LAC104706083 ATTEST: e T� C; X e` st`- EXHIBIT "B" SCOPE OF SERVICES 4845- 6718- 3385v1 1AQ04706083 NOVA PARTNERS INCORPORATED May 24, 2016 Rick Smelser, P.E. City Engineer /Director of Public Works City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Re: Gilroy Las Animas Fire Station — 8383 Wren Avenue, Gilroy Gilroy Chestnut Fire Station - 7070 Chestnut St Gilroy Subj: Building Analysis Assessment /Construction Management Services Nova Construction Management Services Agreement Dear Mr. Smelser: Nova Partners is pleased to submit this proposal for Project Management / Building Analysis Assessment Services for the Las Animas and Chestnut Fire Stations Building Survey Project located at 8383 Wren Avenue and 7070 Chestnut Street per the project timeline below. This proposal includes all fees associated to provide project management oversight for a complete building survey, site inspection, and final report of the Las Animas and Chestnut Fire Stations Building Survey Project located at 8383 Wren Avenue and 7070 Chestnut Street. The Building Survey of the Las Animas Avenue and Chestnut Street Fire Stations has been requested by the City of Gilroy to provide a comprehensive analysis of the building systems and code compliance. Nova Partners solicited four Architectural Firms and selected RRM Design Group based on their experience in providing building system analysis services and their fee. The Scope of Work for this proposal is as follows: 1. Site inspection by consultants to review and analyze the facility including architectural, ADA, structural electrical, mechanical, plumbing, and hazardous materials. 2. Consultants will provide an analysis of the existing systems and assess replacement and repair needs at both the Las Animas Avenue and Chestnut Street Fire Stations Architectural 3. Review of City provided and documentation of existing facilities and observation of the existing building systems. 4. Revision of the Tier I Analysis of the ASCE 31 Seismic Assessment of the Chestnut Station and Las Animas Station 5. Provide Project /Construction Management oversight of all investigative activities through project completion. Construction Project Management and Real Estate Development Services 855 El Camino Real, Suite 307 Palo Alto, CA 94301 tel 650.324.5324 fax 650.324.5327 www.novapartners.com Deliverables: • Architectural systems assessment, including ADA and Code requirements • Mechanical, plumbing and electrical system assessment • Structural analysis and assessment • Environmental /hazardous material survey • Site Analysis and Assessment • Final Site / Building Assessment Report Below, please find Nova Partners fee request in the amount of Thirty Four Thousand Nine Hundred Fifty dollars ($34,950) for providing Project/ Building Assessment Management services for the above reference projects as specifically outlined below: Scope of Work Whom Duration (wks) Hrs /wk Total Hours Rate Total Task 1 — Solicit Architectural Firms & PM 1 8 1 2.5 1 20 1 165 3.300 Contract (April 2016 — May 2016) Subtotal Task 1 3,300 Task 2 — Survey Oversight Services PM 2 ---[ � 10 165 1,650 June 2015 Subtotal Task 2 1,650 RRM attached proposal dated May 20, 2016 29,900 Estimated Reimbursables 100 TOTAL $34,950 Thank you for the opportunity to assist you on this project and look forward to its successful completion. Please do not hesitate to contact me at (650) 333 -4988 with any questions you may have regarding the above - mentioned items. Sincerely, Mane VOCc•*%• Marc Slocum Nova Partners, Inc. 2 April 26, 2016; Revised May 2, 2016; May 20, 2016 Marc Slocum Nova Partners, Inc. 855 El Camino Real, Suite 307 Palo Alto, CA 94301 RE: Gilroy Fire Station Facility Assessment Proposed Scope of Services Dear Mr. Slocum, RRM Design Group appreciates the opportunity to provide you with this proposal for professional services for the assessment of your existing facilities. We are excited in our continued assistance to the City of Gilroy in maximizing the current facilities potential to meet the needs of the fire department. Our experience with designing the Glen Loma Ranch Fire Station will provide a benefit to the City by maintaining consistency throughout the department for fire facility standards. For over 40 years, RRM has been providing fire departments with creative operationally based design solutions from concept to construction. RRM will provide you with seasoned expertise to assess the City's facilities and provide recommendations to meet today's fire industry standards. In addition, RRM brings an experienced structural, mechanical, and electrical engineers who have been on our team for multiple public safety facilities. RRM has developed a scope of services and associated fees for your review and consideration. We have provided some optional tasks that may enhance the study. If you would like to set up a conference call to walk through the proposal, have any questions or require clarification, please do not hesitate to contact me at (805) 543 -1794. We are looking forward to working with the City and Fire Department team on this project. Thank you again for contacting RRM Design Group to continue our work with your department and on this unique project. Sincerely, ESIGN GROUP 7 X cott, LE D AP Public Safety Studio Leader CA License No. C31544 3765 S. Higuero St., Ste. 102 • San Luis Obispo, CA 93401 p: (805) 543 -1794 • f: (805) 543 -4609 www.rrmdesign.com a Cal(fomio corporation • Lenny Grant, Architect C26973 • Jerry Michael, PE 36895, LS 6276 • Jeff Ferber, LA 2844 Gilroy Fire Station Facility Assessment Scope of Services April 27, 2016; Revised May 2, 2016, May 20, 2016 PROJECT UNDERSTANDING The City of Gilroy is seeking architectural and engineering services to develop facilities condition assessments for the following facilities: Gilroy Las Animas Fire Station Gilroy Chestnut Fire Station The goals are to document the fire department needs and determine the condition of the existing facilities in relation to the needs of the fire department. As part of this study, a project budget for the improvements identified on each site may be prepared. The current fire stations do not meet today's codes and fire department requirements. SCOPE OF SERVICES RRM Design Group has developed the following scope of services to help the City and Fire Department assess the facilities and identify the operational needs of each fire station to meet today's codes and standards. Task 1: Data Gathering and Project Planning RRM's team of consultants will visit each fire station site to review and analyze the facility. This analysis will include architectural, ADA, structural, electrical, mechanical, plumbing, and hazardous materials. Deliverables: • Meeting notes • Assessment and renovation study schedule Meetings: • One day of meetings, interviews, and tours to review and assess operational needs 3765 S. Higuero St., Ste. 102 • San Luis Obispo, CA 93401 p: (805) 543 -1794 • f: (805) 543 -4609 www.rrmdesign.com a California corporation • Lenny Grant, Architect C26973 • Jerry Michael, PE 36895, LS 6276 • Jeff Ferber, LA 2844 Gilroy Fire Station Facility Assessment Scope of Services April 27, 2016; Revised May 2, 2016; May 20, 2016 Page 2 of 5 Task 2: Existing Facility Analysis and Assessment RRM's team will tour the existing facilities and provide an analysis of the existing systems and assess replacement and repair needs at both the Las Animas Fire Station and the Chestnut Fire Station. This analysis will provide the supporting information to define the scope of facility renovations. The analysis will include: • Review of City provided plans and documentation of the existing facilities and observation of the existing buildings and their systems • Revision of the Tier I Analysis of the ASCE 31 Seismic Assessment of the Chestnut Station and Las Animas Station by the same licensed Structural Engineer who performed the original report in 2007 to identify conformance to current building codes and requirements for essential services facilities • Note: The ASCE 31 Seismic Assessment is the standard to identify specific deficiencies and provide general recommendations • Environmental /hazardous materials survey (if selected in item 2.3) Deliverables: • Architectural systems assessment, including ADA and Code requirements • Mechanical, plumbing and electrical system assessment (if selected in item 2.1 and 2.2) • Structural analysis and assessment — ASCE 3 I Tier I • Environmental /hazardous material survey (if selected in item 2.3) • Site Analysis and Assessment • Final Site / Building Assessment Report Meetings: • One (I) Las Animas Fire Station Facility Tour — Concurrent with Task I • One (1) Chestnut Fire Station Facility Tour— Concurrent with Task I NOTE. It was noted that a structural assessment of these two facilities was prepared in 2007. RRM employs the same structural engineer to update this assessment as codes, and seismic information has changed since this report. Gilroy Fire Station Facility Assessment Scope of Services April 27, 2016; Revised May 2,2016; May 20, 2016 Page 3 of 5 Task 3: Final Assessment and Renovation Study Report The Fire Station Assessment and Renovation Study will be a comprehensive document which will incorporate the findings, recommendations, and documents prepared by the RRM team. This document will contain an executive summary and will include documents prepared in the selected Tasks. RRM will update the draft report to address City comments and issue a final report. Deliverables: • Draft Fire Station Assessment and Renovation Report to include: • Executive Summary • Las Animas Facility Assessment • Architectural and Structural • Mechanical, Plumbing, and Electrical (as selected) • Materials • Chestnut Facility Assessment • Architectural and Structural • Mechanical, Plumbing, and Electrical (as selected) • Materials • Final Fire Station Facility Assembly Report Meetings: • One (1) meeting to present report to the City Departments or City Council TASK AND FEE SUMMARY I = Data Gathering and Project Planning $ 2,500 2 Existing Facility Analysis and Assessment $ 24,400 3 Final Assessment and Renovation Study Report $ 2,000 __....._......-.._..............._.--___-..- ............._.._._....__._._.......___-........_..__...... .............-- .....- _..__._... Summary of Fees: $ 28,900 Estimated Reimbursable Expenses: $ 1,500 ESTIMATED PROJECT TOTAL: I $29,900 Gilroy Fire Station Facility Assessment Scope of Services April 27, 2016; Revised May 2, 2016; May 20, 2016 Page 4 of 5 NOTE: This -proposal utilizes Cornerstone Structural Engineering Group to prepare and will update their structural analysis completed in 2007. They are located in the Bay Area and are familiar with the two (2) stations from performing this analysis. If the City would like to use IDS Structural Engineering in Irvine as requested, the cost would be an additional $2,000 because they have not performed an assessment prior on these stations. Fee Footnote Fixed fee tasks will be billed as the work progresses until the task is completed and the total amount stated in the contract for the task is invoiced. Reimbursable Expenses All expenses will be reimbursed pursuant to the rates, terms and conditions in the enclosed Exhibit A- 1. SERVICES AND /OR INFORMATION TO BE PROVIDED BY CLIENT Existing Station Drawings and Documents Geotechnical and Geohazards Reports (If available) Topographic Survey (If available) LIMITATIONS OF SCOPE AND EXCLUSIONS Please note that the tasks to be performed by the RRM team are limited purely to those outlined above. Substantive changes requested by the client or changes in the client's program or direction that are inconsistent with prior approvals are subject to additional services fees. Any additional services that RRM Design Group is asked to perform over and beyond those described above will be billed on a negotiated and client- approved, fixed -fee or hourly basis. EXHIBIT A -1: GENERAL PROVISIONS AND CONDITIONS RRM Design Group and Client agree that Exhibit A -I is hereby made part of this proposal. Gilroy Fire Station Facility Assessment Scope of Services April 27, 2016; Revised May 2, 2016; May 20, 2016 Page 5 of 5 If you have any questions or require clarification of the scope of services, Exhibit A- I or fees outlined above please do not hesitate to call us. If this scope of services is acceptable, please sign below and on the enclosed Exhibit A- 1, indicating mutual agreement of the terms of this proposal; return one set to RRM and retain one set for your records. Thank you again for this opportunity. Sincerely, RRM DESIGN GROUP A t, Erik Jus ser Project Manager - Architecture Preside t + CA License No. C31544 CA Li nse Enclosure: Exhibit A- I The person signing and executing this contract for the Client represents and warrants that they are duly authorized and has the legal capacity and actual authority to bind the Client to each and every term, condition and obligation of this contract and that all requirements of the Client have been fulfilled to provide such authority. AUTHORIZATION TO PROCEED BY CLIENT REPRESENTATIVE: Sign Print Name, Title Billing Address (if different from mailing address) Date jmwN: X- FILES \X - Fi1es -0501\X0513 -01 -0 / 6- Choy- Fire - Station- Facility - Assessment \ProposcAOriginal- Doa4nk- rwiroy Fire Station Facility Assessment-proposal- revised-05-2 0 -16- Admin. docx EXHIBIT "A" SPECIFIC PROVISIONS PROJECT MANAGER CONSULTANT 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, CONSULTANT agrees to assign Marc Slocum, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT 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. IL NOTICE TO PROCEED /COMPL.ETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT 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, David Stubchacr, P.E. shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.I. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has satisfactorily completed all of the Services, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not i11CUr any further costs hereunder. CONSULTANT 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 CONSULTANT has not satisfactorily completed all of such Services, CITY shall so inform CONSULTANT within this two (2) week period. [I[. 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 CONSULTANT as provided for in Article 4 of this Agreement. 4845- 6718.3385v1 LA004706083 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. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. CONSULTANT'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 CONSULTANT 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 CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT 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, specifications, 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 gramunatically 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 CONSULTANT CONSULTANT 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 CONSULTANT shall be and remain liable to CITY in accordance with 4845 - 6718.33850 LACW4706083 -2- applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. D. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT 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 CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for 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 CONSULTANT, 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 CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT 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 perfonnance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT 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. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT 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 CONSULTANT 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 perfonned. 4845- 6718- 3385v1 LAM4706083 -3- 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. NOTICES. Notices are to be sent as follows: CITY: Rick Smelser, City Engineer City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: David Marks NOVA PARTNERS INC. 855 El Camino Real, Suite 307 Palo Alto, CA 94301 J. 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. DBE Program CONSULTANT 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. Cost Principles Federal Acquisition Regulations in Title 48, CFR )I, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona tide employee working for the CONSULTANT, 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 4845- 6718- 3385v1 LACT4706083 4- consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4845. 6718- 3385v1 LACk04706083 -5- EXHIBIT "C" MILESTONE SCHEDULE 48456718- 3385v1 LAM04706083 Gilroy Facility Assessment Schedule Architectural Systems As Mechanical Plumbing System As Electrical System As Task 1.5 Environmental /Hasardous Material Surveyl I l *1 Phase 2 - Existing Facility Analysis and Assessment Task 2.1 Architectural Systems Assesr Task 2.2 Structural Tier I Ana Task 2.3 Mechanical Plumbing System Assesr Task 2.4 Electrical System Assesr Task 2.5 Environmental /Hasardous Material Su Phase 3 - Final Assessment Report Task 3.1 Report Document Compilation) Task 3.2 City /Design Team Review Meeting * Site Visit * Review Meeting Notes: I. Start date is dependant on City EXHIBIT "D" PAYMENT SCHEDULE 4845- 6718- 3385vi LAC104706083 Scope of Work Whom Duration wks Hrs /wk Total Hours Rate Total Task 1 — Solicit Architectural PM 1 b 1 2 ?0 1 165 3,300 Firms & Contract (April 2016 — May 2016) Subtotal Task 1 3,30 Task 2 — Survey Oversight PM 2 5 10 165 1,650 Services June 2015 Subtotal Task 2 1,650 RRM attached proposal dated May 20, 2016 29,900 Estimated Reimbursables 100 TOTAL $34,950 ACORO0 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDNYYY) 16/17/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terns and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher & Co. Insurance Brokers of California Inc. LIC #0726293 1255 Battery Street, Suite 450 NAME: CT Certificate Department PHONE 415- 391 -1500 F "X 415- 391 -1882 E-MAIL CertRequests @ajg.com INSURERS AFFORDING COVERAGE NAIC o San Francisco CA 94111 INSURERA:James River Insurance Company 12203 5/16/2016 INSURED INSURER B: Republic Indemnity Company of Ameri 22179 Nova Partners, Inc. INSURER C :Underwriters at Lloyd's London 15792 201 Moffet Blvd. Mountain View, CA 94043 INSURER D DAMA E T NTED PREMISES Ea occurrence $50,000 MED EXP (Any one person) INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER- 573223040 REVISION NLIMRER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MM /DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 000242449 5/16/2016 5/16/2017 EACH OCCURRENCE $1,000,000 CLAIMS -MADE FX OCCUR DAMA E T NTED PREMISES Ea occurrence $50,000 MED EXP (Any one person) $1,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY E JECT LOC PRODUCTS - COMP /OP AGG $2,000,000 $ OTHER: A AUTOMOBILE LIABILITY Y Y 000242449 5/16/2016 5/16/2017 Ea accident $1,000,000 BODILY INJURY (Per person) $ ANY AUTO AUTOS NED SC EDULED US IAUTOS BODILY INJURY (Per accident) $ HIRED AUTOS X NON -OWNED X PERTY DAMAGE Per accident $ A UMBRELLA LIAB X OCCUR 000716960 5/16/2016 5/16/2017 EACH OCCURRENCE $4,000,000 X AGGREGATE $4,000,000 EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N 16649911 8/1/2015 8/1/2016 PER 0TH- X STATUTE I I ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? "/A E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 C Professional Liab. PGIARK0323702 9/24/2015 9/24/2016 Ea. Claim 2,000,000 Ea. Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) RE: Construction Management services for multiple facilities around City of Gilroy. ADDITIONAL INSURED(S): City of Gilroy, its officers, elected or appointed officials, employees, agents and volunteers. l,tK I IrIt A 1 r- MULUrK C:ANULLL.A 1 IUN City of Gilroy 7351 Rosanna Street Gilroy CA 95020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 7 C @ 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: - - - --- -- - - - - -- - - - -- LOC #: �CC�RD�D AnnITInNAI REMARKS _qIf'_NFI' m F Pace of AGENCY NAMEDINSURED POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: AUDI I IVNAL KtMAKKZ) THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: GENERAL LIABILITY: 'Additional Insured per attached Form CG20100704 (ONGO] 'Additional Insured per altached Form CG20370704 (COOP] 'Coverage is Primary & Non- Contributory is required by written contract per attached Form AP5031 USO410 'Waiver of Subrogation is required by written contract per attached Form CG24040509 AUTOMOBILE LIABILITY: 'Additional Insured per attached Form AP2126USO108 'Additional Insured per attached Form AP2127US0812 `Waiver of Subrogation is required by written contact per attached Form AP5004US1106 ACORD 101 (2008!01) Cc) 2008 ACORD CORPORATION. All rights reserve( The ACORD name and logo are registered marks of ACORD POLICY NO. 000242449 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organ ization s : Locations Of Covered Operations City of Gilroy, its officers and employees All Operations of Named Insured 7:51 Rosanna Street Gilroy, CA 95020 -6141 Information required to complete this Schedule if not shown above will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury' caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or orissions of those acting on your behalf; in the performance of your ongoing operations for the additional insureds) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insureds) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 @ ISO Properties, Inc., 2004 Page 1 of 1 ❑ POLICN" \O. 000242449 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organ izati on (s): Location And Description Of Completed Operations City oCGilroy, its officers and cmployces All Operations of Natned Insured 7351 Rosanna Street Gilroy, CA 95020 -6141 Information required to complete this Schedule, if not shown above will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the sched- ule of this endorsement performed for that additional insured and included in the "products - completed operations hazard ". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 ❑ POLICY NO. 000242449 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON CONTRIBUTORY ENDORSEMENT This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS Name Of Additional Insured Persons) Or Organization(s): Where required by written contract or written agreement If no entry appears above, this endorsement applies to all Additional Insureds covered under this Dollcv. Any coverage provided to an Additional Insured under this policy shall be excess over any other valid and collectible insurance available to such Additional Insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance apply on a primary and noncontributory basis. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED, AP5031 US 04.10 Page 1 of 1 POLICY NO. 000242449 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Where required by written contract or written agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 ❑ POLICY N0.000242449 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE SCHEDULE Coverage Limit of Insurance $ Additional_ Premium Hired Auto Liability $ $11000,000 Included The insurance provided under SECTION I, - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, applies to "bodily injury" or "property damage" arising out of the maintenance or use of a "hired auto " by you or your "employees" in the course of your business. The Limit of Insurance shown in the Schedule above is the most we will pay for those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" arising out of the use of a "hired auto" by you or your "employees" in the course of your business. The Limits of Insurance shown in the Schedule above are included within and are not in addition to the Limits of Insurance shown in the Declarations. Nothing in this endorsement shall increase the Limits of Insurance shown in the Declarations. A. Solely with respect to HIRED AUTO LIABILITY: SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, is amended by adding the following exclusions: This insurance does not apply to: "Bodily injury" or "property damage" arising out of any: (1) Uninsured or Underinsured Motorist law; or (2) No Fault Law or similar act or law. "Property damage" to: (1) Property owned or being transported by, or rented or loaned to the insured; or (2) Property in the care, custody or control of the insured. B. Solely with respect to HIRED AUTO LIABILITY: SECTION II —WHO IS AN INSURED, is replaced by the following: Each of the following is an insured under this endorsement to the extent set forth below: a. You; b. Any other person using a "hired auto" with your permission; and c. Any other person or organi/-ation, but only for their liability because of acts or omissions of an insured under a. or b. above. None of the following is an insured: (1) Any person engaged in the business of his or her employer for "bodily injury" to any co- "employee" of such person injured in the course of employment, or to the spouse, child, parent, brother or sister of that co- "employee" as a consequence of such "bodily injury", or for any obligation to share damages with or repay someone else who must pay damages because of the injury; (2) Any partner or "executive officer' for any "auto' owned by such partner or officer or a member of his or her household; (3) Any person while employed in or otherwise engaged in duties in connection with an "auto business", other than an "auto business" you operate; AP2126US 01 -08 Page 1 of 2 (4) The owner or lessee (of whom you are a sub lessee) of a "hired auto or any agent or "employee" of any such owner or lessee; (5) Any person or organization for the conduct of any current or past partnership orjoint venture that is not shown as a Named Insured in the Declarations. C. Solely with respect to HIRED AUTO LIABILITY: SECTION V — DEFINITIONS is amended by adding the following: 1. "Auto Business" means the business or occupation of selling, repairing, servicing, storing or parking "autos ". 2. "Hired Auto" means any "auto" you lease, hire or borrow. This does not include any "auto" you lease, hire or borrow from any of your "employees" or members of their households, or from any partner or "executive officer" of yours. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. AP2126US 01 -08 Page 2 of 2 POLICY NO. 000242449 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NON -OWNED AUTO LIABILITY - EXCLUDING LOADING AND UNLOADING This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE SCHEDULE Coverage Limits of Insurance Additional Premium Nan -Owned Auto Liability $ 1,000,000 $ Included The insurance provided under SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, applies to "bodily injury" or "property damage" arising out of the use of a "non -owned auto" by any person other than you in the course of your business. Use does not include "loading or unloading" nor does it include the handling and placing of persons by an insured into, onto or frorn a "non -owned auto ". The Limit of Insurance shown in the Schedule above is the most we will pay for those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" arising out of the use of a "non -owned auto" by any person other than you in the course of your business. The Limits of Insurance shown in the Schedule above are included within and are not in addition to the Limits of Insurance shown in the Declarations. Nothing in this endorsement shall increase the Limits of insurance shown in the Declarations. A. Solely with respect to NON -OWNED AUTO LIABILITY: SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, is amended by adding the following exclusions: This insurance does not apply to: "Bodily injury" or `property damage" arising out of any: (1) Uninsured or Underinsured Motorist law; or (2) No Fault Law or similar act or law. "Property damage" to: (1) Property owned or being transported by, or rented or loaned to the insured; or (2) Property in the care, custody or control of the insured. B. Solely with respect to NON -OWNED AUTO LIABILITY: SECTION II —WHO IS AN INSURED, is replaced by the following: Each of the following is an insured under this endorsement to the extent set forth below: a. You; b. For a "non -owned auto ", any partner or "executive officer" of yours, but only while such "non - owned auto" is being used in your business; and c. Any other person or organization, but only for their liability because of acts or omissions of an insured under a. or b, above. None of the following is an insured: AP2127US 08 -12 Page 1 of 2 (1) Any person engaged in the business of his or, tier employer for "bodily injury" to any co- "employee" of such person injured in the course of employment, or to the spouse, child, parent, brother or sister of that co-'employee" as a consequence of such "bodily injury", or, for any obligation to share damages with or repay someone else who must pay damages because of the injury; (2) Any partner or "executive officer" for any "auto" owned by such partner or officer or a member of his or her household; (3) Any person while employed in or otherwise engaged in duties in connection with an "auto business ", other than an "auto business" you operate; (4) The owner of a "non -owned auto" or any agent or "employee" of any such owner; (5) Any person or organization for the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. C. Solely with respect to NON -OWNED AUTO LIABILITY: SECTION V — DEFINITIONS is amended by adding the following: 1. "Auto Business" means the business or occupation of selling, repairing, servicing, storing or parking "autos ". 2. "Non -Owned Auto" means any "auto" you do not own, lease, hire or borrow which is used in connection with your business. However, if you are a partnership, a "non -owned auto" does not include any "auto" owned by any partner. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. AP2127US 08 -12 Page 2 of 2 POLICY \O. 000242449 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CARFEULLY. WAIVER OF SUBROGATION AS REQUIRED BY CONTRACT This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS The Company agrees to waive any right of recovery against any person or organization, as required by written contract, because of payments we make for injury or damage which is limited to liability directly caused by "your work" which is imputed to such person or organization. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. AP5004US 11 -06 Page 1 of 1