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HomeMy WebLinkAboutSimplexGrinnell - 2013 Agreement for City Hall and Annex: o AGREEMENT FOR SERVICES (For contracts over $5,000) This AGREEMENT made this 25th day of September, 2013, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: SimplexGrinnell, having a principal place of business at 6952 Preston Ave., Suite A, Livermore, CA 94551. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on September 30, 2013 and will continue in effect through June 30, 2016 unless. terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for, state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. J 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. 4843 - 8575- 3109v2 _ 1 MDOLINGER104706083 „s 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 the amounts. listed in Exhibit "D ", Payment Schedule. B. Invoices CONTRACTOR shall submit invoices for all services rendered. C. Payment 3 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 constituie 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 4843 - 8575- 3109v2 _ MDOLINGER104706083 _2 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 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 1. As to .professional 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 Zany 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 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. 2. As to other 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. 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, 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 4843- 8575- 3109v2 _3 MDOLINGER104706083 use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence and aggregate. As a condition precedent to CITY'S obligations under this Agreement, CONTRACTOR shall furnish 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) 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 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 siate or federal unemployment insurance contributions on CONTRACTOR'S behalf; • CITY will not withhold state or federal income tak 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. 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. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall,not release CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement. 4843 - 8575- 3109v2 MDOLINGER104706083 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 Article 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: 1. 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. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONTRACTOR, at the CONTRACTOR'S option; may terminate this Agreement if such default is not remedied by CITY within thirty (3 0) days after demand for such payment is given by CONTRACTOR to CITY. 4843- 8575- 3109v2 -5- MDOLINGEM04706083 D. Transition after, Termination Upon termination, CONTRACTOR shall r 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 S. 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 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 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 4843 - 8575- 3109v2 MDOLINGER104706083 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. 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. 4843 - 8575- 3109v2 -7- MDOLINGER104706083 J. Partial Invalidity If any provision in this Agreement is held by a court of competent j or unenforceable, the remaining provisions will nevertheless contin impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the e ence. L. Waiver PlIction to be invalid, void in full force without being CONTRACTOR agrees that waiver by CITY of y one or more of the conditions of performance under this Agreement shall not be cons ed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and ear first above written. CONTRACTOR: CITY: CITY OF GILROY By: _ Name: Title: Social Security or Taxpayer Identification Number Approved as to Form City Attorney 4843 - 8575- 3109v2 MDOLINGER104706083 By: Name: Thomas J. Haglund Title: City Administrator ATTEST: City Clerk „ 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: Title: [Total Service Manager San Francisco 417 Social Security or Taxpayer Identification Number Cj g? Ae©S bar Approved as to Form � 61� City Attorney WDOLINGER \1070823.2 071513 - 04706083 -8- CITY: CI GILROY B Name: Thomas J. Heound Title: City Administrator EXHIBIT W 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 Chris Schaffer, 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, Rick Brandini, Facilities Superintendent, 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 determines 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 ". 4843 - 8575- 3109v2 MDOLINGER104706083 IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement. Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONTRACTOR, 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. STANDARD OF WORKMANSHIP CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR'S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. 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 4843 - 8575- 3109v2 MDOLINGER104706083 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. 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 field 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 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 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. 4843 - 8575- 3109v2 _3 _ MDOLINGER104706083 H. NOTICES. Notices are to be sent as follows: CITY: Rick Brandini, Facilities Superintendent City of Gilroy 7351 Rosanna'Street Gilroy, CA 95020 CONTRACTOR: Liz. McConnell SimplexGrinnell 6952 Preston Ave. Livermore, CA 94551 I. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. 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.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. 4843 - 8575- 3109v2 MDOLINGER104706083 j EXHIBIT "B" SCOPE OF SERVICES 1. Perform monitoring and quarterly and annual inspection/testing of the fire alarm system located at the Gilroy City Hall, 7351 Rosanna Street, Gilroy, CA 95020, per pages 1 and 2 of Proposal # 279566 which is attached hereto and incorporated herein. 2. Perform monitoring and annual inspection/testing,- of the fire alarm system located at the City Hall Annex, 7370 Rosanna Street, Gilroy, CA 95020, per pages 1 and 2 of Proposal # 279562 which is attached hereto and incorporated herein. 3. Connect OS &Y tamper switches to fire alarm control panel at City Hall Annex, 7370 Rosanna, Street, Gilroy, CA 95020 per proposal dated 5/8/2013 (attached). 4. Repairs to fire alarm systems as necessary. 4843- 8575- 3109v2 _ 1 MDOLINGER104706083 EXHIBIT "C" MILESTONE SCHEDULE INTENTIONALLY LEFT BLANK 4843 - 8575- 3109v2 _ MDOLINGER104706083 _ I EXHIBIT "D" PAYMENT SCHEDULE Annual payments billed in July of each year as follows: City Hall: $5,039.00 City Hall Annex: $1,598.00 Connect OS &Y tamper switches to fire alarm control panel at City Hall Annex $1,137.76 Necessary repairs to fire alarm systems shall be quoted on proposal and accepted by City prior to repairs. Payment for repairs shall be made after satisfactory completion of repairs. 4843- 8575- 3109v2 MDOLINGER104706083 Customer: City Of Gilroy Date: 18-JUL-13 Proposal #:279566 Term:01- JUL -13 to 30- JUN -16 Service Location: City Of Gilroy 7351 Rosanna St GILROY, CA 95020 -6141 Billing Customer: City Of Gilroy 7351 Rosanna St GILROY, CA 95020 -6141 SimplexGrinnell Sales Representative: ELIZABETH MCCONNELL 6952 Preston Ave Ste A LIVERMORE, CA 94551 EMcConnell @simplexgrinnell.com INVESTMENT SUMMARY Excludes applicable Sales Tax . Service Solution Valid for 45 Days) SERVICE /PRODUCT DESCRIPTION QUANTITY FREQUENCY INVESTMENT Recurring Annual Investment ALARM & DETECTION- MONITORING SIMPLEX 4100/4020 FIRE ALARM SYSTEM Fire Alarm Monitoring Basic Service (Up 1 to 100 Devices) ALARM & DETECTION- MONITORING Total: $420.00 Fire Alarm Test & Inspect SIMPLEX 4100/4020 FIRE ALARM SYSTEM Main Fire Alarm Panel 1 Annual Smoke Detector Conventional 120 Annual Duct Detector Conventional 8 Annual Pull Station 12 Annual Audio - Visual Unit Addressable 12 Annual Monitor IAM /ZAM /Relay 2 Annual Waterflow Electronic Test 1 Semi - Annual Tamper Switch (electronic test only) 1 Semi - Annual Fire Alarm Test & Inspect Total: $4,619.00 Total Recurring Annual Investment: SG0001 US.ENG (Rev. 12/2010) Page 1 of 7 © 2010 SimplexGrinnell LP. All rights reserved SUMMARY OF SERVICES Fire Alarm Test & Inspect - SIMPLEX PROGRAMMABLE FIRE ALARM SYSTEM TEST AND INSPECTION: SimplexGrinnell trained technicians will perform inspections and diagnostic tests for the accessible peripheral devices listed and currently connected to the facility fire alarm system. Tests will be scheduled in advance. (See "List of Equipment" page for equipment to be tested) DOCUMENTATION: Accessible components and devices logged for: - Location of each device tested, including system address or zone location - Test results and applicable voltage readings - any discrepancies found noted (individually and on a separate summary page) Inspection documentation provided to Customer's representative. NOTE: Certain additional services may be required by the Authority Having Jurisdiction (AHJ). AHJ or internal organizational requirements may be more restrictive than state /provincial requirements. Building owners and managers should make themselves aware of applicable codes and references in order to ensure that contracted services are in compliance with these requirements. Fire Alarm Monitoring Basic Service (Up to 100 Devices) Alarm signal initiated by a fire alarm control panel. Central Station will endeavor to notify the fire department and Customer when an alarm or trouble signal is received. This service includes 1- 800 toll -free signal transmission, 24 -hour auto dialer test, and notification of Customer - provided Emergency Call List. SG0001 US.ENG (Rev. 12/2010) Page 2 of 7 © 2010 SimplexGrinnell LP. All rights reserved Customer: City Of Gilroy Date: 18-JUL-13 Proposal #:279562 Term:01- JUL -13 to 30-JUN -16 Service Location: Gilroy Police Dept 7370 Rosanna St GILROY, CA 95020 -6194 Billing Customer: City Of Gilroy 7351 Rosanna St GILROY, CA 95020 -6141 SimplexGrinnell Sales Representative: ELIZABETH MCCONNELL 6952 Preston Ave Ste A LIVERMORE, CA 94551 EMcConnell @simplexgrinnell.com INVESTMENT SUMMARY Excludes applicable Sales Tax . Service Solution Valid for 45 Days SERVICE /PRODUCT DESCRIPTION QUANTITY FREQUENCY INVESTMENT Recurring Annual Investment Fire Alarm Test & Inspect SIMPLEX 4001 SYSTEM Main Fire Alarm Panel 1 Annual Smoke Detector with Heat Conventional 7 Annual Duct Detector Conventional 1 Annual Pull Station 12 Annual Audio - Visual Unit Addressable 12 Annual Waterflow Electronic Test 1 Semi - Annual Tamper Switch (electronic test only) 2 Semi - Annual Fire Alarm Test & Inspect Total: Total Recurring Annual Investment: $1,598.00 $1,598.00 SG0001 US.ENG (Rev. 12/2010) Page 1 of 7 © 2010 SimplexGrinnell LP. All rights reserved SUMMARY OF SERVICES Fire Alarm Test & Inspect - SIMPLEX 4001 SYSTEM TEST AND INSPECTION: SimplexGrinnell trained technicians will perform inspections and diagnostic tests for the accessible peripheral devices listed and currently connected to the facility fire alarm system. Tests will be scheduled in advance. (See "List of Equipment" page for equipment to be tested) DOCUMENTATION: Accessible components and devices logged for: - Location of each device tested, including system address or zone location - Test results and applicable voltage readings - any discrepancies found noted (individually and on a separate summary page) Inspection documentation provided to Customer's representative. NOTE: Certain additional services may be required by the Authority Having Jurisdiction (AHJ). AHJ or internal organizational requirements may be more restrictive than state /provincial requirements. Building owners and managers should make themselves aware of applicable codes and references in order to ensure that contracted services are in compliance with these requirements. SG0001 US.ENG (Rev. 12/2010) Page 2 of 7 © 2010 SimplexGrinnell LP. All rights reserved Simplex6rinnell SimplexGrinnell LP 6952 Preston Ave, Suite A. Livermore, CA 94551 BE SAFE. Terri Daigre Deficiency Sales Representative Phone: (925) 273 -1214 Fax: (925) 273 -0120 TIME & MATERIALS SERVICE CONTRACT Date: 5/8/13 Job Site: Gilroy Police Department 7370 Rosanna Street Gilroy, CA 95020 Subject: Life Safety Inspection Reference: Inspection Deficiencies Service Date: 5/7/13 SR# 25598590 Attention: Rick Brandini Phone: 408 - 846 -0282 Email: rick.brandini @cityofgilroy.org By means of this correspondence, SimplexGrinnell is providing a complete breakdown of the Time & Material rates that will apply to the field service work at the above referenced location. This contract will be required to make any requested additions /modifications to the system. Repair of these items is essential to the proper operation of your life safety system. These deficiencies can result in unintended operation or failure of the system to operate and we strongly recommend immediate correction Defined Scope of Work: 1) Technician to connect the OS &Y tamper switches to the fire alarm control panel. Technician to clear trouble on the FACP once the switches have been connected. 2) Replace two (2) 12V 8AH batteries at the fire alarm control panel. Batteries failed load test at 70 %. ** If additional time or materials are required to complete the repair beyond the scope of work above an additional proposal will be issued for approval ** • Estimated labor cost: $ 782.00 • Estimated material cost: $ 206.76 • Fuel & Mobilization Truck Charge $ 149.00 • Estimated Total Cost: $ 1,137.76 In signing this document I am acknowledging that I understand, am authorized to accept, and accept this Proposal/Contract in its entirety. Accepted By: Name & Title: Phone: Date: Page 1 of 3 Simplex6rinnell Billing Address: City, State, & Zip: P.O. Number: GENERAL SERVICES TIME & MATERIALS RATES & CONDITIONS Standard Service Rates Branch 417 -Effective 1010112012 SERVICE TYPE / PRODUCT ITEM Alarm & Detection Service Technician Sprinkler System Service Technician Suppression Equipment Service Technician Inspection Technician Mobilization Truck Charge Fuel Surcharge STRAIGHT TIME $195.50 per hour $145.50 per hour $145.50 per hour $145.50 per hour $119.00 Flat Fee $30.00 flat fee y: ' YP➢N.9SYYZ°.� aY'Stafi^..�C'3+:4.'ou.".dtii: Time Clock Technician $172.00 per hour Mobilization Truck Charge $119.00 flat fee Fuel Surcharge $30.00 flat fee OVERTIME $293.50 per hour $218.50 per hour $218.50 per hour $218.50 per hour $119.00 Flat Fee $30.00 flat fee $258.00 per hour $119.00 flat fee $30.00 flat fee DOUBLETIME $391.00 per hour $291.00 per hour $291.00 per hour $291.00 per hour $119.00 Flat Fee $30.00 flat fee $344.00 per hour $119.00 flat fee $30.00 flat fee Project Management /Supervision $123.00 per hour $184.50 per hour $246.00 per hour Engineering & Design $123.00 per hour $184.50 per hour $246.00 per hour Shop Labor / Material Delivery $111.00 per hour $166.50 per hour $222.00 per hour . Material Cost List Price List Price List Price Subcontract Services Cost +20 %, +20% Cost +20 %, +20% Cost +20%,+20% Overhead & Profit Overhead & Profit Overhead & Profit Equipment Rental Cost +20 %, +20% Cost +20%,+20% Cost +20 %, +20% Overhead & Profit Overhead & Profit Overhead & Profit AHJ Permits (If paid by SimplexGrinnell) Cost +20 %, +20% Cost +20 %, +20% Cost +20%,+20% Overhead & Profit Overhead & Profit Overhead & Profit 1. Normal service hours are 7:30 AM to 4:30 P.M., Monday - Friday, excluding holidays. 2. Normal business hours minimum service call charge is two (2) hours, plus mobilization truck charge. a. There is no travel time charge within 60 minutes drive time enroute to the service call. b. Travel time shall apply only if drive time exceeds 60 minutes to the customer site. 3. All emergency service calls received prior to 7A.M. or after 3:00 P.M. are subject to overtime rates. a. Service calls dispatched after 4PM on normal business days, weekends, and holidays shall be Portal to Portal, with a three (3) hour minimum. b. Overtime rates apply outside of normal service hours and Saturdays. c. Double Time applies for holidays and Sundays. 4. Normal working hours service call minimum charge is: a. Alarm & Detection: $540.00, Overtime: $1029.50, Double Time: $1322.00 b. Sprinkler/ Suppression: $440.00, Overtime: $804.50, Double Time: $1022.00 c. Inspection: $440.00, Overtime: $804.50, Double Time: $1022.00 5. Engineering, design and permit fees include time spent surveying project, meeting with AHJ officials to pull permits, and other related duties. 6. Engineering, design and permit fees include time spent surveying project, meeting with AHJ officials to pull permits, and other related duties. 2 SimplexGrinnell BE SAFE. Exclusions: 1. Any additional equipment of materials, required by the local AHJ, but not included in this proposal • These items, if any, will be quoted as an extra to the contract price. 2. Any existing asbestos, lead conditions or other hazardous materials condition present. 3. Fire watch services are excluded from this scope of work. 4. SimplexGrinnell shall assume no responsibility for unforeseen conditions within walls, ceilings and floors. 5. SimplexGrinnell shall assume no responsibility for the integrity of the existing system, including unforeseen conditions with field wiring, panel components, and field devices not previously documented. 6. Cutting, patching and painting of building structures, including concrete cutting, coring, patching, or removal is excluded from this scope of work. 7. Removal /replacement of ceiling tiles 8. Centerline of tile and or alignment with fixtures and lighting. 9. Upgrade of existing water demand. 10. Fan/smoke control /dampers (no change to existing system) 11. Extinguishers, phone lines. 12. Modifications to the existing system other than that which is noted above. 13. Union or Prevailing Wages PLEASE NOTE THAT THE FIRE ALARM SYSTEM (OR SYSTEMS) MAY NOT BE OPERATIONAL DURING THE ENTIRE REPAIR OR PORTION THEREOF. THIS BEING THE CASE, YOUR FIRE ALARM SYSTEM (OR SYSTEMS) MAY NOT WORK IN THE EVENT OF A FIRE. YOU ARE SOLELY RESPONSIBLE TO ARRANGE, AND PAY FOR ANY /ALL FIRE -WATCH THAT IS REQUIRED. Attached is a copy of our "General Terms & Conditions' which shall be made a part of this proposal. Payment for materials /engineering (i.e. service to date) must be received prior to programming/testing. The terms of payment for invoices rendered against this order shall be NET 30 days from the date of invoice. Invoices may be rendered on a "progress" basis, and the customer agrees to pay such progress billings in full, in accordance with the terms of payment. Please feel free to contact me directly at (925) 273 -1214 or email address tdai renasimplex,rinnell.com should you have any questions. This proposal /quotation shall remain in effect for the next (30) days Should this meet with your approval, kindly sign and return this document to my attention at your earliest possible convenience. Please do not hesitate to contact me regarding any of your fire protection needs. Sincerely, =q aeQ Deficiency Sales Representative Phone: (925) 273 -1214; Fax: (925) 273 -0120 3 ACORQ DATE (MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 9/30/2013 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 Bhavna Chauhan NAME: Marsh USA Inc. PHONE (212) 34'5 -8735 A/C No: (212) 948 -8852 t,t 1166 Avenue of the Americas E -MAIL New York, NY 10036 ADDRESS:' Please see bottom of 2nd page. INSURERS AFFORDING COVERAGE NAIC # INSURER A: ACE American Insurance Company 22667 INSURED INSURER B: Indemnity Insurance Company of North America 43575 SimplexGrinnell LP 6952 PRESTON AVENUE LIVERMORE, CA 94551 United States COVFRAGF_S CERTIFICATE N1IMBER- 19nAf141 - A REVISION NUMBER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. :INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER • POLICY EFF MM /DD/YYYY POLICY EXP MM /DD/YYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY X HDO G27326699 (Primary GL) 1,0/1/2013 10/1/2014 EACH OCCURRENCE $ $1,000,000.00 DAMAGE To RENTED PREMISES Ea occurrence $ $1,000,000:00 CLAIMS -MADE X❑ OCCUR MED EXP (Any one person) $ $10,000.00 PERSONAL 8 ADV INJURY $ $1,000,000.00 OWNER'S &CONTRACTOR'S PROT GENERAL AGGREGATE $ $2,000,000.00 GEN'LAGGREGATE'LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $2,000,000.00 X POLICY PRO COC JECT F] $ A AUTOMOBILE LIABILITY X ISA H0872264A (All Other States) 1.0/1/2013 10/1/2014 COMBINED SINGLE LIMIT Ea accident $1,000,000.00. X BODILY INJURY (Per person) $ • ANY AUTO ISA H08722687 (NH) (Primary AL) 10/1/2013 10/1/2014 ALL OWNED SCHEDULED AUTOS AUTOS BODILY IN JURY (Per accident) $ X PROPERTY DAMAGE Per accident $ NON -OWNED HIRED AUTOS AUTOS NEW HAMPSHIRE (CSL) $ $250,000.00 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE PRODUCTS - ' $ EXCESS LIAB CLAIMS -MADE DED RETENTION$ NEW HAMPSHIRE (CSL) $ • A B WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) NIA SCF 047323526. WI only) WLR C47323484 (CA, MA) WLR C47323447 (All Other States) 10/1/2013 10/112013 10/1/2013 10/1/2014 10/1/2014 10/1/2014 X WC STATU- OTH- E.L. EACH ACCIDENT $ x$2,000,000.00 E.L. DISEASE - EA�EMPLOYE $ $2,000,000.00 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ $2,000,000.00 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Project: Old City Hall 7400 Monterey Street, City Hall 7351 Rosanna Street and City Hall Annex 7370 Rosanna Street, Gilroy, CA Please refer to attached ACORD 101 for further remarks. l:tK I IhR:A 1 C CITY OF GILROY 7351 ROSANNA STREET GILROY,, CA 95020 United States 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 _ MARSH USA INC, BY: ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD _ s AGENCY CUSTOMER ID: +� LOC #: ACOR" ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY Marsh USA Inc. NAMED INSURED SimplexGrinnell LP 6952 PRESTON AVENUE POLICY NUMBER LIVERMORE, CA 94551 United States CARRIER NAIC EFFECTIVE DATE:,. ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, . FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS: s endorsement modifies the notice of cancellation of insurance provided hereunder: Should any of the above described policies be cancelled, other than for non - payment of premium, before the expiration date thereof, 30 days advice of cancellation will be delivered to certificate holders in accordance with the policy endorsements. All other terms and conditions of this policy remain unchanged. REGARDING ADDITIONAL INSURED STATUS: In accordance with the policy provisions, CITY OF GILROY.is included as an additional.insured under this policy, as a result of any contract or agreement entered into by the named insured and CITY OF GILROY. In accordance with the policy provisions, coverage afforded to an additional insured will apply as primary insurance where required by contract entered into by the named insured and the CITY OF GILROY. Any other insurance issued to such additional insured shall apply as excess and noncontributory insurance. Other Additional Insureds: "The City, its officers and employees" as additional insured. FOR QUESTIONS REGARDING THIS CERTIFICATE OF INSURANCE CONTACT: . ELAINE KELLY (Email: ekelly @simplexgrinnell.com Phone: 925 - 273 -1308) THIS CERTIFICATE OF INSURANCE WAS GENERATED AND DELIVERED BY EXIGIS RiskWorks® rm.CertificatesO Business Process Automation for Risk Management, Insurance, and Trade Finance To learn what EXIGIS can do for your business visit exigis.com or call 800.928.1963 AGURD 101 (2008/01) @ 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD r ADDITIONAL INSURED -WHERE REQUIRED UNDER CONTRACTOR AGREEMENT Named Insured Tyco international Management Company, LL Endorsement Number 6 Policy Symbol Policy Number Policy Period EffecNe Date of Endorsement HDO G27326699 1010112013 To, 10/01/2014 Issued By (Name of Insurance Company) ACE American Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDERTHE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SECTION II - WHO. IS AN INSURED, is amended to include as an additional insured- Any person or organization to whom you become obligated to include as an additional insured under this policy, as'a result of,any contract or agreement you enter into which ,,requires you to, furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of your operations, completed operations, or premises owned by or rented to you. However, the insurance provided will not exceed the lesser of: • The coverage and /or limits of this policy, or • The coverage and /or limits required by said contract or agreement. MS 24411 10113 Copyfthl201119 Page 1 of 1 POLICY NUMBER: ISA H0872264A Endorsement Number; 1 COMMERCIAL AUTO CA 04 44 0310 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies Insurance proAded under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM. MOTOR CARRIER COVERAGE FORM TRUCKERS -COVERAGE FORM With respect to ;coverage provided by this endorsement, the provisions of the Coverage Form apply unless modl- fled'by the endorsement. ° This endorsement changes the policy effective on the Inception date of the policy unless another date Is indicated below. Named Insured: Tyco International, Management Company, LLC Endorsement'Effective Date: SCHEDULE Na"me(s) Of Person(s) Or Organlzatlon(s)• Any person or organization against whom you have agreed to waive your right of recovery In a written contract, provided such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown In the Declaratlons: The Transfer Of Rlghts'Of Recovery Against Oth- ers To Us Condition does not apply, to the person(s) or organiiation(s) shown In the Schedule, but only to the extent that subrogation Is waived prior to the "ac- ddenV or the 'loss" under a contract with that person or organization. CA 04 44 0310 m Insurance Services Office, Inc., 2009 Page 1 of 1 O