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Chrisp Company - Pavement Striping, Marks and Maintenance Project No. 16-RFP-PW-389AGREEMENT FOR SERVICES (For contracts over $5,000 — NON - DESIGN, NON - ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this 4th day of November, 2016, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Chrisp Company, having a principal place of business at 43650 Osgood Road, Fremont, California 94538 -0136. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on November 18, 2016 and will continue in effect through November 18, 2019 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreelper.�rslzall terminate this Agreement regardless of any other provision stated herein.// Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Milestone Schedule "). B. Method of Performing Services CONTRACTOR shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONTRACTOR'S services. 4835 - 2267 -0361 v1 _ 1 LAC104706083 C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the performance of those services. CONTRACTOR 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 CONTRACTOR shall perform the services required by. this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONTRACTOR exceed $170,000. B. Invoices CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be 4835 - 2267 -03610 LAC104706083 responsible for any expenses incurred by CONTRACTOR in performing services for CITY_ , except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONTRACTOR agrees to provide workers' compensation insurance for CONTRACTOR'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 reasonable attorneys' fees, arising out of any injury, disability, or death'of any of CONTRACTOR'S employees. C. Indemnification of Liability, Duty to Defend As to all liability, to the fullest extent permitted by law, CONTRACTOR 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 CONTRACTOR or CONTRACTOR'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property, and also including all claims relating to failure of Contractor and subcontractors to pay any applicable prevailing wage rates as required by any Codes Ordinances, Resolutions, Rules and other Regulations and established policies of the City and the laws of the State of California, the United States, the California Labor Code, and Public Contract Code. D. Insurance In addition to any other obligations under this Agreement, CONTRACTOR 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. As a condition precedent to CITY'S obligations under this Agreement, CONTRACTOR 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. 4835 - 2267 -03610 _3 _ LAM04706083 E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONTRACTOR'S payments; • CITY will not make state or federal unemployment insurance contributions on CONTRACTOR'S behalf; • CITY will not withhold state or federal income tax from payment to CONTRACTOR; • CITY will not make disability insurance contributions on behalf of CONTRACTOR; • CITY will not obtain workers' compensation insurance on behalf of CONTRACTOR. G. Prevailing Wage The Contractor agrees and acknowledges that it is its obligation to determine whether, and to what extent, the work performed under this Agreement is subject to any Codes, Ordinances, Resolutions, Rules and other Regulations and established policies of the City and the laws of the State of California, the United States, the California Labor Code and Public Contract Code relating to public contracting and prevailing wage laws. The Contractor shall ensure that all subcontractors are informed and are required to pay prevailing wages in compliance with the California Labor Code and the regulations thereunder. It shall be the duty of the Contractor to post a copy of applicable prevailing wages at the job site. Prevailing wage information may be obtained at www.dir.ca.jzov. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR'S duties under this Agreement. 4835 - 2267 -03610 _4_ LAC104706083 B. Assignment CITY may assign this Agreement or any dutic , ci- obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR's Business/ Death of CONTRACTOR. CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR'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 7.A shall be in writing and sent to the address for notices to CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR. B. Termination by City for Default of CONTRACTOR Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: CONTRACTOR'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONTRACTOR'S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work completed in accordance with the terms of this Agreement 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 CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR'S default in the performance of this Agreement or material breach by .CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY .may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONTRACTOR for the performance of that task pursuant to this Agreement. 4835 - 2267 -03610 _5_ LAM04706083 C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONTRACTOR all or any part of the compensation set fort's in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONTRACTOR, at the CONTRACTOR'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONTRACTOR to CITY. D. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner . as to facilitate any the assumption of CONTRACTOR's duties by any new CONTRACTOR 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 CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act') in its current form and as it may be amended from time to time. CONTRACTOR 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 CONTRACTOR 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 reasonable attorneys' fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors,. or the officers, employees, agents or representatives of either. 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. 4835 - 2267 -03610 _6_ LAC104706083 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 CONTRACTOR 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, CONTRACTOR 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 CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. 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 CONTRACTOR 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. 4835 - 2267 -03610 _7_ LAD04706083 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.H. 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 CONTRACTOR 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. CONTRACTOR: By: Name. vid Morris Title: Ch sp Company - Vice President Social Security or Taxpayer Identification Number 94- 2578099 Approved as to Form City Attorney 4835 - 2267 -03610 -8- LAC104706083 CITY: CITY OF GILROY By: Name: Gabriel A. 6onzalez Title: City Administrator CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 �rs�r"I'll,s�cfs�rra�cerrc�c A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On ALAMEDA 11/10/2016 before me, KELLY R. AGUILAR, NOTARY PUBLIC Date Here Insert Name and Title of the Officer personally appeared DAVID L. MORRIS Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are- subscribed to the within instrument and acknowledged to me that he /s#eAthey executed the same in his4- var /thair authorized capacity(ies), and that by his /her/the ir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. KELLY R& Commission # 2066619 Notary Public - California Alameda County My Comm. Expires May 2, 2018 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ignature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Ll Corporate Officer — Title(s): ❑ Partner — 7 Limited Fi General ❑ Individual ❑ Attorney in Fact ❑ Trustee Ll Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑I Corporate Officer — Title(s): L Partner — ❑ Limited F1 General n Individual Ll Attorney in Fact ❑ Trustee l Guardian or Conservator L-1 Other: Signer Is Representing: ©2014 National Notary Association - www.NationalNotary.org • 1- 800 -US NOTARY (1 -800- 876 -6827) Item #5907 EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR 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, CONTRACTOR agrees to assign Frank Herrera, 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, CONTRACTOR shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF- SERVICE A. NOTICE TO PROCEED CONTRACTOR shall commence the Services upon delivery to CONTRACTOR 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, Lisa Gabrielsen shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has completed. all of the Services in accordance with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further, costs hereunder. CONTRACTOR may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determine_ s that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY shall so inform CONTRACTOR 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 CONTRACTOR as provided for in Article 4 of this Agreement. 4835 - 2267- 0361v1 LAC104706083 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. CONTRACTOR shall obtain written approval from CITY prior to hicarring 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 CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR'S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. 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 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. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR shall not be responsible for the accuracy of any project or technical information provided by the CITY. 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 CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR 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 CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), 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 CONTRACTOR, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. 4835- 2267-0361v1 -2_ LAM04706083 D. 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 CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR 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 CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR'S disclosure thereof) shall be deemed confidential. CONTRACTOR 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. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer in 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 CONTRACTOR may retain and use copies thereof subject to Section V.D 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. However, CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. 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. 4835- 2267.0361v1 _3_ LAC104706083 H. NOTICES. Notices are to be sent as follows: CITY: Rick Smelser - City Engineer City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Dave Morris - Vice President Chrisp Company 43650 Osigood.Road Fremont, CA 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.I. apply. ® If the box to the left of this sentence is checked, this Agreement does n_ of involve federal funding and the requirements of this Section V.I. do not apply. 1 DBE Program CONTRACTOR 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 CONTRACTOR warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, 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. 4835 - 2267 -0361 v1 -4- LAM04706083 EXHIBIT KB" SCOPE OF SERVICES 4835- 2267 -0361v1 LA:004706083 A CALIFORNIA CORPORATION 43650 Osgood Road • Fremont California 94539 -5631 • Phone: (510) 656 -2840 P.O. Box 1368 - Fremont California 94538 -0136 • Fax: (510) 490 -2703 May 17 2016. Inga Alonzo Purchasing Coordinator City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 =6197 RE: RFP No. 16- RFP -PW -389 Dear Ms. Alonzo Thank you for the opportunity to introduce Chrisp Company to the City of Gilroy. Chrisp Company is California's premier signing & striping contractor. Chrisp Company has been performing signing and striping work for nearly forty years. Our staff of experienced managers and technicians are capable of handling the most difficult projects on time and on budget. Chrisp Company has been on numerous mission critical/ high profile projects such as the Bay Bridge, where not meeting crucial deadlines is not an option. I am confident that Chrisp Company can offer you the customer service and expertise required to meet all of your agencies striping and signing needs. cerely, David L. Morris Vice President Chrisp Company RFP No. 16- RFP -PW -389 1 CONTRACTORS LIC. # 374600 A- ENGINEERING • C -32 HIGHWAY IMPROVEMENTS • C-13 FENCE SIGNS • MONUMENTS • BARRICADES i STRIPING -PARKING BUMPERS • FENCING A CALIFORNIA CORPORATION 43650 Osgood Road - Fremont California 94539 -5631 - Phone: (510) 656 -2840 P.O. Box 1368 Fremont California 94538 -0136 - Fax: (510) 490 -2703 1. Chrisp Company Qualifications Chrisp Company is California's premier highway safety product contractor with offices in Fremont, Rialto, Stockton, Woodland, Fresno and Santa Paula. Chrisp Company is committed to quality and safety. The senior management at Chrisp Company believes that the safety of our employees and the motoring public takes precedence over profits. We have been working diligently on building a culture of safety first. Chrisp Company's safety efforts go beyond compliance with rules and regulations. This includes weekly tailgate meetings, daily safety reminders and constant improvements utilizing engineering controls based on team member feedback. Our emphasis is on reporting near misses, informing all of our team members of these incidents and taking action to prevent near misses from becoming injuries and accidents. Chrisp Company is one of few if not the only signing and striping contractor who employees a full time safety director whose only responsibility is injury and accident prevention. Our staff of 180 team members and 100 plus specialty construction vehicles enables us to handle all of your striping and signing needs. Having been in business for nearly forty years has its advantages. Team member turnover at Chrisp Company has been relatively minimal. This means we have the most experienced team in the industry and a level of expertise second to none. Fifty one of our team members have 10 plus years of experience of which 21 has 20 plus years' experience. Thank you for considering Chrisp Company for your striping and signing requirements you will be hard pressed to find a more qualified candidate to meet your needs. mcerely, -e Mk David L. Morris Vice President Chrisp Company RFP No. 1.6- RFP -PW -389 1 CONTRACTORS LIC.4,374600 - A- ENGINEERING - ® • C-32 HIGHWAY IMPROVEMENTS - C -13 FENCE CinMe •enauiair =srrr nwnftl^&-- __ A CALIFORNIA CORPORATION 43650 Osgood Road • Fremont California 94539 -5631 - Phone: (510) 656 -2840 P.O. Box 1368 - Fremont California 94538 -0136 - Fax: (510) 490 -2703 2. Current Maintenance Accounts City of Berkeley: 2012 to Present, Contact: Ahsan Kazmi City of Alameda: 2011 to Present, Contact: Alan Ta City of Livermore: 2012 to Present, Contact: Juan Vargus City of Santa Cruz: 2012 to Present, Contact: Rich Smith City of Morgan Hill: 2012 to Present, Contact: Dale Dapp These are our current maintenance contracts based in the Fremont branch. We have more at outer branches and can supply more jobs and contact info if needed. incerely�,, David L. Morris Vice President Chrisp Company I ' RFP No. 16- RFP -PW -389 CONTRACTORS ILIC. #x374600 � A- ENGIDNEERING C -32 HIGHWAY IMPROVEMENTS C -13 FENCE A CALIFORNIA CORPORATION 43650 Osgood Road - Fremont California 94539 -563.1 • Phone: (510) 656 -2840 P.O. Box 1368 • Fremont California 94538 -0136 • Fax: (510) 490 -2703 I Contract Performance Chrisp Company is a professional construction company with a class A General Engineering license and also with supplemental C13 and C32 licenses specializing in striping and signing. We start every project by preparing the job to your plan and specification's, ordering the proper material, scheduling a meeting with our Superintendent in the field with you to anticipate any other material or plan changes, to scheduling the proper manpower and equipment and finally sending out the highly trained professional tradesmen with the proper state of the art equipment for installation. Chrisp Company has never not. finished a project properly within the 40 years that I have been here. Sincerely, rk, David L. Morris Vice President Chrisp Company RFP No. 16- RFP -PW -389 CONTRACTORS LIC. # 374600 - A- ENGINEERING • ® 1 • C -32 HIGHWAY IMPROVEMENTS • C -13 FENCE SYNC • MCINIIMFNTC • RARRIraIIFC.:' fTDlDlwlr . DnOVt�te'ot ie�nene : Ctur(atr A CALIFORNIA CORPORATION 43650 Osgood Road - Fremont California 94539 -5631 - Phone: (510) 656 -2840 P.O. Box 1368 • Fremont California 94538 -0136 - Fax: (510) 490 -2703 4. Services Needs. Understanding Chrisp Company has been providing on -call and annual traffic striping, markings, raised pavement markers and traffic signage installations and maintenance for several city and county agencies for many years as you can see in the sample list of our current maintenance accounts section. Chrisp Company has the experience, equipment and manpower for the smallest to the largest striping and sign project. From product submittals, pre - construction meeting, to layout, USA, temporary striping alignments to removal, permanent striping ali gnment and installation to final quantities and billing we have been handling them all without fail and look forward to working with the City of Gilroy. S' erely, David L. Morris Vice President Chrisp Company RFP No. 16- RFP -PW -389 1 CONTRACTORS LIG. #374600 • A- ENGINEERING • C -32 HIGHWAY IMPROVEMENTS C -13 FENCE SIGNS • MONUMFNTC • RARRIranplz . GTDID1111G _ naDVUlr n n •nrnr �- ►..::.::. A_CALIFORNIA CORPORATION 43650 Osgood Road • Fremont California 94539 -5631 • Phone: (510) 656 -2840 P.O. Box 1368 Fremont California 94538 -0136 • Fax: (510) 490 -2703 5. References 1. Michael Gates DeSilva Gates Construction 11555 Dublin Dublin, CA. 94568 925:829.9220 mRates@d6silvagates.com 2. Rick Morales Beichert Construction 7060 Koll Center Parkway, #330 Pleasanton, CA 94566 925.621.5704 rmorales@ieichert.com 3. Paul Cianciarulo Graniterock Construction 120 Granite Rock Way San. Jose , CA 95136 408.574.1423 pcianciarulo@Graniterock.com CONTRACTORS LIC. # 374600 - A- ENGINEERING • C -32 HIGHWAY IMPROVEMENTS • C43 FENCE runmr.. uniui IflA6NTC . iiAbbirAnrc . nanvuv- roa• �nrn. 13 Attachment A: Contractor must sign this statement acknowledging contractor has read, understands, and agrees to the requirements and terms of the. sample contract (Attachment B), including insurance, indemnification requirements, and professional liability insurance requirements.. ❑ Addenda Acknowledgement: If addenda were issued, contractor must complete and submit the section below acknowledging receipt and review of addenda. If no addenda were issued, then this section is not a required submittal. ADDENDA ACS_ IOWLEDGEMENT We, C kr`52 CUre�ia,r�r� Company Name acknowledge receipt of the following addenda numbers, and we have examined them as part of the RFP documents: Addendjm No Date R "; a "rved Initials 2 ATTACHMENT A - ACCEPTANCE OF CONTRACT REQUIREMENTS ACKNOWLEDGEMENT Mom ,1 , declare as follows: That I am the VILE of AA P ����1�2 ro�ePAW 91_ the Contractor making the attached submittal, and that. I have read the sample Agreement for Services (Attachment B), including the general liability insurance $ indemnification requirements, and the professional liab7ity insurance requirements contained therein, and hereby state that understand and am wiping to abide by, and can meet the requirements of the agreement, Including insurance and indemnification requirements, and including meeting the professional liability requirements (see Article &D. of the agreement), without modification thereto, should my firm be selected for a. project or projects based on my qualifications and proposal, assuming a mutually agreeable scope, fee, and schedule can be established. ��y,yy Signed this day of - M*V , 2( 4 By Title: _ is --- ,sIOWT- 1 EXHIBIT "C" MILESTONE SCHEDULE A milestone schedule does not apply to this project. The city will'be instructing and scheduling all of the striping restoration for the Chrisp Company. EXHIBIT "D" PAYMENT SCHEDULE A payment schedule does not apply to this project. The city will be instructing and scheduling all of the striping restoration for the Chrisp Company and will be invoiced monthly till the contract funding is depleted. r p a Fremont Office 43650 Osgood Rd Fremont CA 94539 Phone: (510) 656 -2840 Fax: (510) 656 -2397 Quotation Contractors License No. 374600 DIR Registration No. 1000000306 A General Engineering C -13 Fence, Wire, wood C -32 Highway Improvement Union Contractor / No minority Status TO: Current Date: 11/1/2016 GILROY, CITY OF BidDate: 11/1/2016 7351 ROSANNA STREET JobName: Striping, Markers and Object Marker Install Maint GILROY CA 95020 Location: GILROY Bid#: 31682 Phone: (408) 846 -0232 Fax: ( ) - Contract#: Job#:1 G6866 Working Days: Contact: LISA GABRIELSEN Liquidated Damages email: ITEM NO. DESCRIPTION QUANTITY UNIT UNIT PRICE 1 Detail 4 LF 0.600 2 Detail 9 LF 1.200 3 Detail 10 LF 1.000 4 Detail 21 LF 1.800 5 Detail 22 LF 3.000 6 Detail 23 LF 3.000 7 Detail 25 LF 1.000 8 Detail 25A LF 1.200 9 Detail 26 LF 0.500 0 Detail 27B LF 1.000 1 Detail 27C LF 0.950 2 Detail 29 LF 6.000 3 Detail 30 LF 4.000 4 Detail 32 LF 3.000 5 Detail 33 LF 3.000 6 Detail 37B LF 2.800 7 Detail 37C LF 2.800 8 Detail 38 LF 3.000 9 Detail 38B LF 3.200 0 Detail 39 LF 1.500 1 Detail 39A LF 1.450 2 Detail 40 LF 2.000 3 Detail 40A LF 2.000 4 Detail 41 LF 2.000 5 12" White or Yellow Crosswalk or Limit Line LF 4.000 6 12" White or Yellow Crosswalk Hatching LF 4.000 7 8" White or Yellow Thermoplastic LF . 3.000 8 4 -inch white lines for parking stalls (Paint) LF 1.000 9 Removing and sealing existing pavement marking SF 3.000 0 Removal of Markers LF 2.000 1 Type 110' Arrow EA 60.000 2 Type 118' Arrow EA 100.000 3 Type 124' Arrow EA 125.000 4 Type 11 (L) Arrow EA 160.000 5 Type II (B) Arrow EA 220.000 5 Type III (L) Arrow EA 160.000 7 Type III (B) Arrow EA 220.000 B Type IV Arrow EA 65.000 Page 1 of 2 TOTAL Fremont Office 43650 Osgood Rd Fremont CA 94539 Phone: (510) 656 -2840 Fax: (510) 656 -2397 Quotation Type V Arrow Type VI Arrow Type VII Arrow Type VIII Arrow Railroad Crossing Symbol Disabled Persons Parking Symbol Two -Way Blue Reflective Fire Hydrant Marker Bike Lane with Arrow Pavement Marking Install Pavement Marking Words (STOP, SCHOOL Install Pavement Marking Numbers (35, 35 etc.) Stop Sign - Standard Size Pedestrian Crossing Sign - Size 30x30 (W54) School Children Crossing Sign - Standard Size Handicap Parking Only Sign - (R99) Green Thermoplastic Bike Lane Traffic Control 1 Man - Minor Streets Traffic Control 2 Man - Major Streets Subtotal Notes Work Order Minimum $2500.00 Contractors License No. 374600 DIR Registration No. 1000000306 A General Engineering C -13 Fence, Wire, wood C -32 Highway Improvement Union Contractor / No minority Status EA 135.000 EA 160.000 EA 120.000 EA 160.000 EA 280.000 EA 210.000 EA 15.000 SF 6.000 SF 4.500 SF 4.500 EA 365.000 EA 365.000 EA 395.000 EA 325.000 SF 10.000 DAY 1400.000 DAY 2400.000 TOTAL ALL STRIPING /PAVEMENT MARKING TO BE THERMOPLASTIC Written Authorization is Required Prior to Proceeding with Work ACCEPTED BY: P.O. Number TITLE: Job Number Page 2 of 2 Bond Rate 1.2% QUOTE PREPARED BY David Moms (510) 719 -6453 dmorris @chrispco.com CHRISP COMPANY ACOR U� CERTIFICATE OF LIABILITY INSURANCE A. .. � - -- - - DATE (MMIDDM7Y) 9/1/2016 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 CA, Inc. LIC #0726293 3697 Mt. Diablo Blvd., Suite 300 CONTACT AM • Certificate Department PNONE 925- 299 -11.12 FAX 925- 953 -6270 . E-MAIL CertRequest INSURERS AFFORDING COVERAGE NAIC A Lafayette CA 94549 INSURER A :Zurich American Insurance. Company 16535 $1,000,000 INSURED INSURER B : $50,000 INSURER C : _ . - Chrisp Company 43650 Osgood Road Fremont, CA 94539 INSURER D DED /OCC PERSONAL & ADv INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY El JECT LOC OTHER INSURER E $2,000,000 INSURER F:: $2,000,000 _ COVERAGES CERTIFICATE NUMBER- 2111496039 REVISION NUMBER- THIS 1S' TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THEINSURED`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 - p - - - - - POLICY NUMBER - POLICY EFF- MMIDD - POLICY EXP -rcS M D - - A X COMMERCIAL GENERAL LIABILITY CLAIMS- MADE OCCUR BI/PD: $10.000 Y GLO 0217730-00 12/1/2015 12/1/2016 EACH OCCURRENCE $1,000,000 DAMAGE T P R E M Ea N renc0 $50,000 X MED EXP (Any one person $5,000 X DED /OCC PERSONAL & ADv INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY El JECT LOC OTHER GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP /0P AGG $2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED AUTOS HIRED AUTOs NX COMP /COLL DE D:$1,000" Y i BAP 0217729 -00 12/1/2015 12/1/2016 Ea MNFd t $1,000,000 X BODILY INJURY (Pet person) $ BODILY INJURY (Per accident)! $ X Per acadent $ X $ UMBRELLA LIAB EXCESS LIAS CLAIMS -MADE EACH OCCURRENCE $ HOCCUR AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY. PROPRIETORIPARTNER /EXECUTIVE Y OFFICERIMEMBER EXCLUDED? (Mandatory fi NH) If yes, describe under DESCRIPTIONOF OPERATIONS below NIA y WC 0217731 -00 12/1/2015 1211/2016 X PER ERH- E.L, EACH ACCIDENT 1$1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000.000 E.LDISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Chrisp Bid #: 31682 1 Client M 6- RFP -PW -389 I RE: Pavement Striping, Pavement Markers And Object Marker Installation And Maintenance, Gilroy„ CA ADDITIONAL INSURED(S): City of Gilroy, its officers, officials, employees and volunteers. Note: Professional Liability certificate follows under separate cover. City of Gilroy, its officers, officials, employees and volunteers 7351 Rosanna Street Gilroy CA 95020 ACORD 25 (2014/01) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED' BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Igoe ©1 The ACORD name and logo are registered marks of ACORD reserved. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. I Eff. Date of End. I Producer No. I AddT Prem Return Prem. GLO 0217730 -00 12/01 /2015 1 12/01 /2016 1 06/22/2016 1 19956000 OBJECT MARKERT INSTALLATION AND MAINTENANCE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Address (including ZIP Code): CHRISP COMPANY 43650 OSGOOD ROAD FREMONT, CA 94539 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part SCHEDULE Name Of Additional Insured Person(s) Location And Description Of Covered Operations Or Organization(s) CHRISP BID # 31682 CITY OF GILROY, ITS EMPLOYEES, OFFICERS, OFFICIALS AND VOLUNTEERS CLIENT # 6- RFP -PW -389 7351 ROSANNA STREET PAVEMENT STRIPING, PAVEMENT MARKERS AND OBJECT MARKERT INSTALLATION AND MAINTENANCE GILROY, CA 95020 GILROY, CA A. Section II — Who Is An Insured is amended to include as an additional insured the person or organization shown in the Schedule above, whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such 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: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations or "your work" as included in the "products- completed operations hazard ", which is the subject of the written contract or written agreement at the Location designated and described in the Schedule above. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and U -GL- 1177 -F CW (04/13) Page 1 of 3 Includes copyrighted material of Insurance services Office, Inc., with its permission. 2, Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional architectural, engineering or surveying services including: a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" Which caused the "bodily injury" or "property damage ", or the offense which caused the "personal and advertising injury", involved, the rendering of or the failure to render any professional architectural, engineering or surveying services. C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; 2. We receive written notice of a claim or "suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the written contract or written agreement requires that this coverage be primary and non- contributory. D, For the purpose of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This Insurance is primary to and will not seek contribution from any. other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.1b. of the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit ". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to, provide coverage to the additional insured on a primary and non- contributory basis. E. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured. is the amount of insurance: 1. Required by the contract or agreement referenced in Paragraph A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. U-GL- 1177 -F CW (04113) Page 2of3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U-GL- 1177 -F Cw (04113) Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Coverage Extension Endorsement ZURICH Policy No. Eff. Date of Pol. I Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. BAP 0217729 -00 12/01/2015 12/01/2016 12/0. 1/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II — Covered Autos Liability Coverage: The following are also "insureds ": a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement.. d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident ", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contractor written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance — Primary and Excess'Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident ", will apply on a primary and non - contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment — Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II — Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. U- CA- 424 -F CW (04/14) Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II — Covered Autos Liability Coverage does not apply. D. Driver Safety Program Liability and Physical Damage Coverage 1. The following is added to the Racing Exclusion in Section II — Covered Autos Liability Coverage: This exclusion does not" apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. 2. The following is added to Paragraph 2. in the Exclusions of Section III,— Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in the Exclusions of Section IV — Physical Damage Coverage of the Motor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E.. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto ", less: a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any: (1) Overdue lease or loan payments at the time of the "loss "; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan or lease; and (5) Carry-over balances from previous leases or loans. F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. HiredAuto Physical Damage — Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following: Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by: U-CA -424 -F CW (04/1'4) Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto "; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto'; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto'. However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Personal Effects Coverage a. We will pay up to $750 for "loss" to personal effects which are: (1) Personal property owned by an "insured "; and (2) In or on a covered "auto'. b. Subject to Paragraph a. above, the amount to be paid for "loss" to personal effects will be based on the lesser of: (1) The reasonable cost to replace; or (2) The actual cash value. c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered "auto No deductible applies to this coverage. However, we will not pay for "loss" to personal effects of any of the following: (1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other documents of value.. (2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches, precious or semi- precious stones. (3) Paintings, statuary and other works of art. (4) Contraband or property in the course of illegal transportation or trade. (5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same "loss ". J. Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph B.4.a. of Section 111 — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.2.c. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the. Physical Damage Coverage Section: We will pay for 'loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: (a) Are the property of an "insured "; and (b) Are in a covered "auto' at the time of "loss ". The most we will pay for such 'loss" to tapes, records, discs or other similar devices is $500. The Physical Damage Coverage Deductible Provision does not apply to such 'loss ". U -CA -424 -F CW (04/14) Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its Permission. K. Airbag Coverage The Exclusion in Paragraph B.3.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.4.a. of Section IV— Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag. L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered "auto" on a per vehicle basis: 1. If the deductible on this.policy or Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. M. Physical Damage — Comprehensive Coverage Deductible The following is added to the Deductible Provision of the Physical Damage Coverage Section: Regardless of the number of covered "autos" damaged or stolen, the maximum deductible that will be applied to Comprehensive Coverage for all "loss" from anyone cause is $5,000 or the deductible shown in the Declarations, whichever is greater. N. Temporary Substitute Autos — Physical Damage 1. The following is added to Section I — Covered Autos: Temporary Substitute Autos — Physical Damage If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos ", the following types of vehicles,are also covered "autos" for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto" you do own but is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss "; or 5: Destruction. 2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section: Temporary Substitute Autos - Physical Damage We will pay the owner for "loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. O. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a. In the event of "accident ", claim, "suit" or "loss ", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss ". However, these duties only apply when the "accident", claim, "suit" or "loss" is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any U-CA -424 -F CW (04/14) Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. agent, servant or employee of the "insured" to notify us of any "accident ", claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit'; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident ", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. P. Waiver of Transfer Of Rights Of Recovery Against Others To Us The 'following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss ", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. Q Employee Hired Autos — Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto hired or rented under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official's duties as respect their obligations to you. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto ". R. Unintentional. Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud. Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1) 'Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of "autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. S. Hired Auto — World Wide Coverage Paragraph 7a.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5) Anywhere in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, T. Bodily Injury Redefined The definition of "bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. U -CA- 424 -F CW (04/14) Page 5 of 6. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II— Covered Auto Liability Coverage is replaced by the following: Expected Or Intended Injury "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. V. Physical Damage —Additional Temporary Transportation Expense Coverage Paragraph A.4.a. of Section III — Physical Damage Coverage is replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $50 per day to a maximum of $1,000 for temporary transportation expense incurred by you .because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss ". W. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section: In the event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto ". powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost of the replacement "auto ", excluding tax, title, license, other fees and any aftermarket vehicle upgrades, up to a maximum of $2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto`' powered by an alternative. fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement. To qualify as a hybrid "auto ", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas, either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by biofuel, gasoline or diesel fuel or any blend thereof is not an "auto" powered by an alternative fuel source. X. Return of Stolen Automobile The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section: If a covered "auto" is stolen and recovered, we will pay the cost of transport to return the "auto" to you. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. All other terms, conditions, provisions and exclusions of this policy remain the same. U-CA- 424 -F CW (04/14) Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 12/01/2015 at 12:01 A.M. standard time, forms a part of (DATE) Policy No. WC 0217731 -00 of the issued. to Premium (if any) $ Endorsement No. (NAME OF INSURANCE COMPANY) Authorized Representative We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be mium otherwise due on such remuneration. Schedule Person or Organization % of the California workers' compensation pre- Job Description ALL PERSONS AND /OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND /OR ORGANIZATION. WC 252 (4-84) WC 04 0306 (Ed. 4-84) Page 1 oft AGENCY CUSTOMER ID: _ LOG #: ACS o® ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMEDINSURED POLICY NUMBER CARRIER ! NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: Additional Information GENERAL LIABILITY: ' AdditionalInsuredi frequiredbywrittencontractperattachedFormU -GL- 1175 -F CW (04/13) *Coverage IS Primary/Non - Contributory if required by written contract per attached U -GL- 1175 -F CW (04/13) AUTOMOBILE LIABILITY: `Additional Insured if required by written contract per attached Form'U -CA -424 -F CW (04/14) WORKERS' COMPENSATION: `Covered States: California, Nevada, Oregon 'Waiver of Subrogation if required by written contract per attached Form WC 04 03 06 (Ed. 4 -84) and WC 252 (4-84) ACORD 101 (2008101) 02008 ACORD CORPORATION. All risathts reserved. The ACORD name and logo are registered marks of ACORD