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4LEAF - 2013 Agreement - Amendment No. 3♦ J, THIRD AMENDMENT TO ON -CALL INSPECTION SERVICES AND PLAN REVIEW SERVICES WHEREAS, the City of Gilroy, a municipal corporation ( "City "), and 4Leaf, Inc. entered into that certain agreement entitled On -Call Inspection Services and Plan Review Services Agreement, effective on March 22, 2013, hereinafter referred to as "Original Agreement"; and WHEREAS, City and 4Leaf, Inc. have determined it is in their mutual interest to amend certain terms of the Original Agreement. NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1. The first paragraph of Article I (Term of Agreement) of the Original Agreement shall be amended to read as follows: "This Agreement will become effective on March 22, 2013 and will continue in effect through June 30, 2017 unless terminated in accordance with the provisions of Article 7 of this agreement." The second paragraph of Article 1 of the Original Agreement is unaffected and remains enforceable. 2. Article 4, Section A (Consideration) of Original Agreement shall be amended to read as follows: "In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule'). In no event however shall the total compensation paid to CONSULTANT exceed $230,000. 3. This Amendment shall be effective on June 5, 2017. 4. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control. 5. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below. CITY OF GILROY By: [signature] Gabriel A. Gonzalez [employee name] City Administrator [title /department] � ;Z 4845 - 8215- 5540v1 MDOLINGER104706083 4LEAF, By: [signature] Kevin Duggan ff [name] President Date: 6/8/2017 [title] t Date: Approved as to Form I�c City Attorney 4845- 8215 -55400 MDOLINGER104706083 -2- A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 4/5/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Cert Team Granite Professional Insurance Brokerage Inc. 6600 Koll Center Parkway ay #100 Pleasanton CA 94566 PHONE 925-462-8400 F"� 925 -462 -8888 E-MAIL Certre uest raniteins.com 4 e° g INSURERS AFFORDING COVERAGE NAIC # Y INSURER A -Travelers Property Casualty Company 25674 4/912018 INSURED 4LEAINC -01 INSURERB:American Fire & Casualty 24066 4LEAF Inc. INSURERC:State Compensation Insurance Fund 35076 2110 Rheem Drive, Ste. A Pleasanton CA 94588 INSURERD:National Union Fire Ins. Co PA 19445 INSURER E Evanston Insurance 35378 $1,000,000 INSURER F MED EXP (Any one person ) $5,000 CnVFRAGFS CERTIFICATE NIIMRFR- 1962991999 RFVISInN NIIMRFR- 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. LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DDIYYYY MMIDD EXP LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 680OJ268720 4/9/2017 4/912018 EACH OCCURRENCE $2,000,000 CLAIMS -MADE IX OCCUR PREM G T NTED ISES Ea occurrence $1,000,000 MED EXP (Any one person ) $5,000 PERSONAL 8 ADV INJURY $2,000,000 GEHL AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $4,000,000 X POLICY � PRO ❑ LOC JECT PRODUCTS - COMP /OP AGG $4,000,000 $ OTHER B AUTOMOBILE LIABILITY Y Y BAA(18)56458228 4/9/2017 4/9/2018 BINED SINGLE LIMIT Ea accident $1,000,000 X BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per ( ) $ NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE Per accident $ D UMBRELLA LIAB X OCCUR N N EBU06220727 4/9/2017 4/9/2018 EACH OCCURRENCE $5,000,000 X AGGREGATE $5,000,000 EXCESS LIAB CLAIMS -MADE —_ _DED I X_. I RETENTION $0 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N N 9009868 4/9/2017 4/912018 X PER OTH- STATUTE ER E L EACH ACCIDENT $1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? ❑ N / A E L DISEASE - EA EMPLOYEE $1,000,000 (Mandatory In NH) N es, describe under DESCRIPTION OF OPERATIONS below E L DISEASE - POLICY LIMIT $1,000,000 E Professional Liability MKLV7PL0002642 4/11/2017 4/11/2018 Each Claim 2,000,000 Annual Aggregate 2,000,000 Retention 50,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) All operations of the named insured Certificate holder is named as additional insured to General Liability and Automobile Liability policies per attached endorsements CGD3810915 and CA 88100113. Waiver of subrogation applies to General Liability per endorsement CGD3810915. Waiver of subrogation applies to Auto Liability per endorsement CA88100113. Re: Service Agreement: On -Call Building Dept. Serv. City of Gilroy, its officers, officials, employees, council, volunteers and agents are named as additional insureds on General Liability and Automobile Liability policies per attached endorsements CG D3 81 09 07 and CA 88 10 01 13. Primary and Non - Contributory applies to General Liability policy per attached endorsement CG D3 8109 07. Ur-K 111-11.A I t MULUr-K City of Gilroy, its officers, officials and employees BLES Division 7351 Rosanna Street Gilroy CA 95020 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. REPRESENTATIVE ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680- OJ268720 -17 -47 ISSUE DATE: 03/06/2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULED ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSONS OR ORGANIZATIONS: CITY OF GILROY 7351 ROSANNA ST GILROY, CA 95202 PROJECT /LOCATION OF COVERED OPERATIONS: SERVICES PROVIDED UNDER WRITTEN CONTRACT PROVISIONS 1. The following is added to SECTION II — WHO IS AN INSURED: The person or organization shown in the Schedule above is an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury'; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury", "property damage" or "personal injury" for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply to the rendering of or failure to render any "professional services ". f. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance ", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance ". This endorsement does not increase the limits of insurance described in Section III — Limits Of Insurance. g. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to that additional Insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier.- CG D3 82 09 15 © 2015 The Travelers Indemnity Company. All nghts reserved Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY 2. The following is added to Paragraph -4.a. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured shown in the Schedule above Is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non - contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organization as a named insured for such loss, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal Injury" for which coverage Is sought arises out of an offense committed; after you have signed that "written contract requiring insurance ". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against the additional insured shown in the Schedule above because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of 'your work" on or for the project, or at the location, shown in the Schedule above, performed by you or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. 4. The following definition is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract with the person or organizations shown in the Schedule above, under which you are required to include that person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2015 The Travelers Indemnity Company All rights reserved CG D3 82 09 15 Includes the copyrighted material of Insurance Services Office, Inc , with its permission