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HomeMy WebLinkAboutAgreement - RRM Design Group - Contract No. 23FD1108-3 - 3rd Amendment - Design work agreement for the Interim Santa Teresa Fire Station - Signed 2023-09-18City of Gilroy Agreement/Contract Tracking Today’s Date: September 18, 2023 Your Name: Jennifer Fortino Contract Type: Services over $5k - Contractor - ENG OR DESIGN Phone Number: 371 Contract Effective Date: (Date contract goes into effect) 9/18/2023 Contract Expiration Date: 12/31/2023 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) RRM Design Group Contract Subject: (no more than 100 characters) Amendment to Design work agreement for the Interim Santa Teresa Fire Station Contract Amount: (Total Amount of contract. If no amount, leave blank) 86130 By submitting this form, I confirm this information is complete: Date of Contract Contractor/Consultant name and complete address Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached Taxpayer ID or Social Security # and Contractors License # if applicable Contractor/Consultant signer’s name and title City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 1 THIRD AMENDMENT TO AGREEMENT BETWEEN THE CITY OF GILROY AND RRM DESIGN GROUP FOR PROFESSIONAL SERVICES This Third Amendment to Professional Services Agreement (the “Third Amendment”) is effective as of September 18, 2023, (“Third Amendment Effective Date”) by and between RRM Design Group (“CONTRACTOR”), an architectural design firm, and the City of Gilroy (“CITY”) with respect to the following: RECITALS A. CONTRACTOR and CITY have entered into that certain Agreement for Professional Services dated February 8, 2022 (the “Agreement”) pursuant to which CONTRACTOR provides interim fire station building drawings and electrical engineering services. B. CONTRACTOR and CITY desire to extend the term of the Agreement and amend the Agreement as set forth herein. AGREEMENT IN CONSIDERATION of the foregoing recitals and the mutual promises and covenants contained herein, CONTRACTOR and CITY agree as follows: 1. Defined Terms. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement. 2. Consideration. Article 4.A. to the Agreement is hereby deleted and replaced in its entirety with the following: “4.A. In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the additional amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONTRACTOR exceed $86,130.” 3. Continuation of Agreement. Except as specifically amended by this Third Amendment, the Agreement shall continue in full force and effect, and the parties shall continue to comply with the terms and conditions of the Agreement as existing on the date of this Third Amendment. 4. Conflicts. In the event of any conflict between the terms and provisions of this Third Amendment and the terms and provisions of the Agreement, the terms and provisions of this Third Amendment shall control. 5. Reference. The terms and provisions of this Third Amendment are incorporated by this reference in the Agreement as though fully set forth in the Agreement. After the date of this Third Amendment, any reference to the Agreement shall mean the Agreement as amended by this Third Amendment. 6. Counterparts. This Third Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 2 IN WITNESS WHEREOF, CONTRACTOR and CITY have executed this Third Amendment as of the Third Amendment Effective Date. ATTEST: CITY OF GILROY City Clerk City Administrator Thai Pham Jimmy Forbis Print Name Print Name Date: Date: APPROVED AS TO FORM: RRM Design Group City Attorney By: Michael Scott Andrew Faber Title: Principal Print Name Date: Date: DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 3 EXHIBIT “D” PAYMENT SCHEDULE Fixed fee tasks will be billed as the work progresses until the task is completed and the total amount stated in the contract for the task invoiced. Total amount paid not to exceed $86,130. Payment terms are net 30. Current Amendment Tasks/Costs TASK DESCRIPTION FIXED FEE X.5 Portable Generator Design Fixed Fees Architectural 1,000 Electrical Engineering 2,350 X.6 Temporary Apparatus Garage Fixed Fees Architectural 8,900 Electrical Engineering 3,900 Mechanical Engineering 8,040 PREVIOUS AMENDMENT ESTIMATED PROJECT COSTS: $ 62,150 ADDITIONAL ESTIMATED PROJECT COSTS: $ 23,980 TOTAL ESTIMATED PROJECT COSTS: $ 86,130 DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 3765 S. Higuera St., Ste. 102 • San Luis Obispo, CA 93401 p: (805) 543-1794 • f: (805) 543-4609 www.rrmdesign.com a California corporation  Lenny Grant, Architect C26973  Robert Camacho, PE 76597  Steve Webster, LS 7561  Jeff Ferber, LA 2844 ADD. SERVICE AUTHORIZATION Date: August 31, 2023 Client: City of Gilroy Task ID Number: X.5 & X.6 Project Name: Glen Loma Ranch Temporary Fire Station Project Number: 0311-02-CI21 DESCRIPTION OF WORK TO BE PERFORMED RRM Design Group, a California Corporation (“RRM Design Group”), has entered into an agreement with the City of Gilroy (the “Client”) dated February 8, 2022 (the “Prime Agreement”) for the project: Glen Loma Ranch Temporary Fire Station (the “Project”). Additional Services Authorized by the Client are subject to the Terms and Conditions of the Prime Agreement. Task X.5: Portable Generator Design The Client will be procuring a portable generator to support the temporary fire station. RRM Design Group (RRM) has provided project management, coordination, and design for the generator connection and Automatic Transfer Switch. Fixed Fee: • $3,350 o Architectural: $1,000 o Electrical Engineering: $2,350 Task X.6: Temporary Apparatus Garage The Client will be procuring a pre-manufactured steel shell structure to house the firefighting apparatus. RRM will prepare the architectural and engineering design to include garage background drawings, new pedestrian and automatic garage doors, mechanical exhaust and ventilation, power and panel schedule for shoreline plugs, garage door motor, mechanical equipment, and interior and exterior lighting layout. Additionally, RRM will provide project management and design coordination with the Client’s selected structure manufacturer and our subconsultants to compile a separate submittal package from the Project for permitting, assist with bidding, and to provide construction support. DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 Glen Loma Ranch Temporary Fire Station Additional Service Authorization August 31, 2023 Page 2 of 2 Fixed Fee: • $20,630 o Architectural: $8,900 o Electrical Engineering: $3,690 o Mechanical Engineering: $8,040 Fee Footnote Fixed fee tasks will be billed as the work progresses until the task is completed, and the total amount stated in the contract for the task is invoiced. Estimated RRM Additional Service Fees: $9,900 Estimated Consultant Additional Fees: $14,080 Total Estimated Additional Fees: $23,980 Any work outside the scope of the original agreement between RRM Design Group and the Client, and authorized by the Client, is subject to the Terms and Conditions of the Prime Agreement. AUTHORIZATION TO PROCEED BY CLIENT REPRESENTATIVE: Sign Date Print Name, Title wbc\\corp\rrm\on-site\0301\0311-02-CI21-Glen-Loma-Temporary-FS\Project-Management\Contracts\Addendums\Addendum-X.5\ASA-Task-X.5-X.6-Glen-Loma-FS- wbc-08-31-23.docx DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 6/27/2023 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 Marie Swaney 626-696-1890 CertsDesignPro@AssuredPartners.com License#:6003745 Sentinel Insurance Company 11000 RRMDESI-02 Trumbull Insurance Company 27120RRMDesignGroup 805 543-1794 3765 S.Higuera St.,Suite 102 San Luis Obispo CA 93401 HARTFORD INSURANCE COMPANY 38288 Travelers Casualty and Surety Co of America 31194 924857616 A X 1,000,000 X 1,000,000 X Contractual Liab 10,000 Included 1,000,000 2,000,000 X Y Y 84SBWBG6537 6/30/2023 6/30/2024 2,000,000 B 1,000,000 X X X Y Y 84UEGAC1692 6/30/2023 6/30/2024 A X X 5,000,000Y84SBWBG65376/30/2023Y 6/30/2024 5,000,000 X 10,000 C X N Y 84WEGAG7CTV 6/30/2023 6/30/2024 1,000,000 1,000,000 1,000,000 D Professional Liability & Contr.Pollution Liab Included 107655124 6/30/2023 6/30/2024 Per Claim/$2,000,000 $4,000,000/Aggr. AM Best's Rating of Policies above:A/XV or greater.Umbrella policy is follow-form to its underlying Policies:General Liability/Auto Liability/Employers Liability. Re:X0311-02-CI21 Glen Loma Ranch Temporary Station -- City of Gilroy,its officers and employees are named as additional insureds as respects general and auto liability as required per written contract or agreement. General Liability is Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per the attached endorsement(s). CANCELLATION/CHANGE:30 day notice will be sent to the certificate holder.PL RETRO Date:01/01/1974. 30 Day Notice of Cancellation City of Gilroy 7351 Rosanna Street Gilroy CA 95020 DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative (1) Printed in U.S.A.Form WC 04 03 06 Policy Expiration Date: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Endorsement Number:Policy Number: Effective Date: Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: 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 a 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 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us 84WEGAG7CTV 06/30/2023 RRM Design Group 3765 S.Higuera St.,Suite 102 San Luis Obispo,CA 93401 06/30/2024 DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 51 14 04 17 Page 1 of 1 © 2017, The Hartford ADDITIONAL INSURED PROVISIONS - CALIFORNIA This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A.It is agreed that paragraph (2)of subsections 6.d. and 6.f.of Section C. - WHO IS AN INSURED is replaced by the following: (2)The insurance afforded by paragraph (1)above does not apply if your acts or omissions, or the acts or omissions of those acting on your behalf, that are alleged to have caused the "bodily injury", "property damage" or "personal and advertising injury", involve professional architectural, engineering or surveying services, including but not limited to: (a)The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications payment requests, manuals or instructions; (b)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (c)Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (d)Monitoring, sampling, or testing service necessary to perform any of the services included in a. b. or c. above; (e)Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in a., b. or c. above. The insurance afforded to such additional insured: (a)Only applies to the extent permitted by law; and (b)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.It is agreed that the following paragraphs are added to the end of subsections 1.and 8.of Section F- OPTIONAL ADDITIONAL INSURED COVERAGES;and it is agreed the following paragraphs replace section b.of subsection 9.of Section F. - OPTIONAL ADDITIONAL INSURED COVERAGES.These paragraphs do not attach or amend the language of any of the other subsections of Section F - OPTIONAL ADDITIONAL INSURED COVERAGES: The insurance afforded by this subsection does not apply if your acts or omissions, or the acts or omissions of those acting on your behalf, that are alleged to have caused the "bodily injury", "property damage" or "personal and advertising injury", involve professional architectural, engineering or surveying services, including but not limited to: (a)The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications payment requests, manuals or instructions; (b)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (c)Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (d)Monitoring, sampling, or testing service necessary to perform any of the services included in a. b. or c. above; (e)Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in a., b. or c. above. The insurance afforded to such additional insured: (a)Only applies to the extent permitted by law; and (b)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 3ROLF\84SBWBG6537 DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 BUSINESS LIABILITY COVERAGE FORM (b) b.Rented to, in the care, custody or Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1)"Bodily injury" or "property damage"purpose by you, any of your that occurred; or"employees", "volunteer workers",(2)"Personal and advertising injury"any partner or member (if you are arising out of an offense committeda partnership or joint venture), or before you acquired or formed the any member (if you are a limited organization.liability company). 4. Operator Of Mobile Equipmentb. Real Estate Manager With respect to "mobile equipment" registered inAny person (other than your "employee" or your name under any motor vehicle registration"volunteer worker"), or any organization law, any person is an insured while driving suchwhile acting as your real estate manager. equipment along a public highway with yourc. Temporary Custodians Of Your permission. Any other person or organizationPropertyresponsible for the conduct of such person isAny person or organization having proper also an insured, but only with respect to liabilitytemporary custody of your property if you arising out of the operation of the equipment, anddie, but only:only if no other insurance of any kind is available (1)With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured with respect to:(2)Until your legal representative has been appointed.a."Bodily injury" to a co-"employee" of the person driving the equipment; ord. Legal Representative If You Die b."Property damage" to property owned by,Your legal representative if you die, but rented to, in the charge of or occupied byonly with respect to duties as such. That you or the employer of any person who isrepresentative will have all your rights and an insured under this provision.duties under this insurance. 5. Operator of Nonowned Watercrafte. Unnamed Subsidiary With respect to watercraft you do not own thatAny subsidiary and subsidiary thereof, of is less than 51 feet long and is not being usedyours which is a legally incorporated entity to carry persons for a charge, any person is anof which you own a financial interest of insured while operating such watercraft withmore than 50% of the voting stock on the your permission. Any other person oreffective date of this Coverage Part.organization responsible for the conduct ofThe insurance afforded herein for any such person is also an insured, but only withsubsidiary not shown in the Declarations respect to liability arising out of the operationas a named insured does not apply to of the watercraft, and only if no otherinjury or damage with respect to which an insurance of any kind is available to thatinsured under this insurance is also an person or organization for this liability.insured under another policy or would be However, no person or organization is anan insured under such policy but for its insured with respect to:termination or upon the exhaustion of its limits of insurance.a."Bodily injury" to a co-"employee" of the person operating the watercraft; or3. Newly Acquired Or Formed Organization b."Property damage" to property owned by,Any organization you newly acquire or form,rented to, in the charge of or occupied byother than a partnership, joint venture or you or the employer of any person who islimited liability company, and over which you an insured under this provision.maintain financial interest of more than 50% of the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However:Permit a.Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire a. f.Paragraphs through below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 3ROLF\84SBWBG6537 DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 BUSINESS LIABILITY COVERAGE FORM (e)contract, written agreement or because of a Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the products;A person or organization is an additional (f)Demonstration, installation,insured under this provision only for that servicing or repair operations,period of time required by the contract,except such operations performedagreement or permit.at the vendor's premises inHowever, no such person or organization is an connection with the sale of theadditional insured under this provision if such product;person or organization is included as an (g)Products which, after distributionadditional insured by an endorsement issued or sale by you, have been labeledby us and made a part of this Coverage Part,or relabeled or used as aincluding all persons or organizations added container, part or ingredient of anyas additional insureds under the specific other thing or substance by or foradditional insured coverage grants in Section the vendor; orF.– Optional Additional Insured Coverages. (h)"Bodily injury" or "propertya. Vendors damage" arising out of the soleAny person(s) or organization(s) (referred to negligence of the vendor for itsbelow as vendor), but only with respect to own acts or omissions or those of"bodily injury" or "property damage" arising its employees or anyone elseout of "your products" which are distributed acting on its behalf. However, thisor sold in the regular course of the vendor's exclusion does not apply to:business and only if this Coverage Part (i)The exceptions contained inprovides coverage for "bodily injury" or (d) (f)Subparagraphs or ; or"property damage" included within the (ii)"products-completed operations hazard". Such inspections, adjustments, tests or servicing as the vendor(1)The insurance afforded to the vendor has agreed to make or normallyis subject to the following additional undertakes to make in the usualexclusions:course of business, inThis insurance does not apply to:connection with the distribution (a)"Bodily injury" or "property or sale of the products. damage" for which the vendor is (2)This insurance does not apply to anyobligated to pay damages by insured person or organization fromreason of the assumption of whom you have acquired such products,liability in a contract or agreement.or any ingredient, part or container,This exclusion does not apply to entering into, accompanying orliability for damages that the containing such products.vendor would have in the absence b. Lessors Of Equipmentof the contract or agreement; (1)Any person or organization from(b)Any express warranty whom you lease equipment; but onlyunauthorized by you;with respect to their liability for "bodily(c)Any physical or chemical change injury", "property damage" orin the product made intentionally "personal and advertising injury"by the vendor;caused, in whole or in part, by your (d)Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing,person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 3ROLF\84SBWBG6537 DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 BUSINESS LIABILITY COVERAGE FORM (2) e. Permits Issued By State Or PoliticalWith respect to the insurance afforded Subdivisionsto these additional insureds, this insurance does not apply to any (1)Any state or political subdivision, but"occurrence" which takes place after only with respect to operationsyou cease to lease that equipment.performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision has issued a permit.(1)Any person or organization from (2)whom you lease land or premises, but With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a)"Bodily injury", "property damage"leased to you.or "personal and advertising (2)With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) (b)Any "occurrence" which takes "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b)Structural alterations, new (1)Any other person or organization whoconstruction or demolition a.is not an insured under Paragraphsoperations performed by or on ethrough . above, but only withbehalf of such person or respect to liability for "bodily injury",organization."property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or in part, by your acts or omissions or(1)Any architect, engineer, or surveyor, but the acts or omissions of those actingonly with respect to liability for "bodily on your behalf:injury", "property damage" or "personal (a)and advertising injury" caused, in whole In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b)In connection with your premisesyour behalf:owned by or rented to you; or (a)In connection with your premises;(c)In connection with "your work" andorincluded within the "products- (b)In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf.(i)The written contract or written (2)With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and (ii)This insurance does not apply to This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including:(2)With respect to the insurance afforded (a)The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions,"Bodily injury", "property damage" orreports, surveys, field orders, "personal and advertising injury"change orders, designs or arising out of the rendering of, or thedrawings and specifications; or failure to render, any professional (b)Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 3ROLF\84SBWBG6537 DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 BUSINESS LIABILITY COVERAGE FORM (a)The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) 3. Each Occurrence LimitSupervisory, inspection, architectural or engineering 2.a. 2.bSubject to or above, whicheveractivities.applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", D.insureds are described in Section – Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown inHow this insurance applies when other the Declarations.insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses E.in Section – Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit shown in the Declarations.No person or organization is an insured with 4. Personal And Advertising Injury Limitrespect to the conduct of any current or past partnership, joint venture or limited liability 2.b.Subject to above, the most we will pay forcompany that is not shown as a Named Insured in the sum of all damages because of allthe Declarations."personal and advertising injury" sustained by any one person or organization is the PersonalD. LIABILITY AND MEDICAL EXPENSES and Advertising Injury Limit shown in theLIMITS OF INSURANCE Declarations.1. The Most We Will Pay 5. Damage To Premises Rented To You LimitThe Limits of Insurance shown in the The Damage To Premises Rented To YouDeclarations and the rules below fix the most Limit is the most we will pay under Businesswe will pay regardless of the number of:Liability Coverage for damages because ofa.Insureds;"property damage" to any one premises, while b.Claims made or "suits" brought; or rented to you, or in the case of damage by fire, lightning or explosion, while rented to you orc.Persons or organizations making claims or temporarily occupied by you with permission ofbringing "suits". the owner.2. Aggregate Limits In the case of damage by fire, lightning orThe most we will pay for:explosion, the Damage to Premises Rented Toa.Damages because of "bodily injury" and You Limit applies to all damage proximately"property damage" included in the caused by the same event, whether such"products-completed operations hazard" is damage results from fire, lightning or explosionthe Products-Completed Operations or any combination of these.Aggregate Limit shown in the 6. How Limits Apply To Additional InsuredsDeclarations. The most we will pay on behalf of a person orb.Damages because of all other "bodily organization who is an additional insuredinjury", "property damage" or "personal under this Coverage Part is the lesser of:and advertising injury", including medical a.The limits of insurance specified in aexpenses, is the General Aggregate Limit written contract, written agreement orshown in the Declarations. permit issued by a state or politicalThis General Aggregate Limit applies subdivision; orseparately to each of your "locations" b.The Limits of Insurance shown in theowned by or rented to you. Declarations."Location" means premises involving the Such amount shall be a part of and not in same or connecting lots, or premises addition to the Limits of Insurance shown in whose connection is interrupted only by a the Declarations and described in this Section.street, roadway or right-of-way of a railroad. Page 14 of 24 Form SS 00 08 04 05 3ROLF\84SBWBG6537 DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 BUSINESS LIABILITY COVERAGE FORM (1)If more than one limit of insurance under this Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2)Authorize us to obtain records andapplicable to such claim or "suit". However, this other information;paragraph does not apply to the Medical Expenses (3)Cooperate with us in the investigation, 3.limit set forth in Paragraph above.settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; andseparately to each consecutive annual period and to (4)Assist us, upon our request, in theany remaining period of less than 12 months, starting enforcement of any right against anywith the beginning of the policy period shown in the person or organization that may beDeclarations, unless the policy period is extended liable to the insured because of injuryafter issuance for an additional period of less than 12 or damage to which this insurancemonths. In that case, the additional period will be may also apply.deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Costof determining the Limits of Insurance. No insured will, except at that insured's ownE. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assumeGENERAL CONDITIONS any obligation, or incur any expense, other than for first aid, without our consent.1. Bankruptcy e. Additional Insured's Other InsuranceBankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part.Coverage Part that may also be covered by other insurance available to an2. Duties In The Event Of Occurrence, additional insured, such additional insuredOffense, Claim Or Suit must submit such claim or "suit" to thea. Notice Of Occurrence Or Offense other insurer for defense and indemnity.You or any additional insured must see to However, this provision does not apply toit that we are notified as soon as the extent that you have agreed in apracticable of an "occurrence" or an written contract, written agreement oroffense which may result in a claim. To permit that this insurance is primary andthe extent possible, notice should include:non-contributory with the additional(1)How, when and where the "occurrence"insured's own insurance.or offense took place;f. Knowledge Of An Occurrence, Offense,(2)The names and addresses of any Claim Or Suitinjured persons and witnesses; and a. b.Paragraphs and apply to you or to(3)The nature and location of any injury any additional insured only when suchor damage arising out of the "occurrence", offense, claim or "suit" is"occurrence" or offense.known to: b. Notice Of Claim (1)You or any additional insured that is an individual;If a claim is made or "suit" is brought against any insured, you or any additional (2)Any partner, if you or an additionalinsured must:insured is a partnership; (1)Immediately record the specifics of the (3)Any manager, if you or an additionalclaim or "suit" and the date received;insured is a limited liability company;and (4)Any "executive officer" or insurance(2)Notify us as soon as practicable.manager, if you or an additional insured is a corporation;You or any additional insured must see to it that we receive a written notice of the (5)Any trustee, if you or an additionalclaim or "suit" as soon as practicable.insured is a trust; or c. Assistance And Cooperation Of The (6)Any elected or appointed official, if youInsuredor an additional insured is a political subdivision or public entity.You and any other involved insured must: Form SS 00 08 04 05 Page 15 of 24 3ROLF\84SBWBG6537 DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 BUSINESS LIABILITY COVERAGE FORM f. (3)This Paragraph applies separately to We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose Hazardsa.When this policy is certified as proof of financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury"Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insuranceinsurance required by that law.If other valid and collectible insurance isb.With respect to "mobile equipment" to available for a loss we cover under thiswhich this insurance applies, we will Coverage Part, our obligations are limited asprovide any liability, uninsured motorists,follows:underinsured motorists, no-fault or other a. Primary Insurancecoverage required by any motor vehicle b.law. We will provide the required limits for This insurance is primary except when those coverages. below applies. If other insurance is also primary, we will share with all that other4. Legal Action Against Us c.insurance by the method described inNo person or organization has a right under below.this Coverage Form:b. Excess Insurancea.To join us as a party or otherwise bring us This insurance is excess over any of theinto a "suit" asking for damages from an other insurance, whether primary, excess,insured; or contingent or on any other basis:b.To sue us on this Coverage Form unless (1) Your Workall of its terms have been fully complied with.That is Fire, Extended Coverage, Builder's Risk, Installation Risk orA person or organization may sue us to recover similar coverage for "your work";on an agreed settlement or on a final judgment against an insured; but we will not be liable for (2) Premises Rented To Youdamages that are not payable under the terms of That is fire, lightning or explosionthis insurance or that are in excess of the insurance for premises rented to youapplicable limit of insurance. An agreed or temporarily occupied by you withsettlement means a settlement and release of permission of the owner;liability signed by us, the insured and the (3) Tenant Liabilityclaimant or the claimant's legal representative. That is insurance purchased by you to5. Separation Of Insureds cover your liability as a tenant forExcept with respect to the Limits of Insurance,"property damage" to premises rentedand any rights or duties specifically assigned to you or temporarily occupied by youin this policy to the first Named Insured, this with permission of the owner;insurance applies: (4) Aircraft, Auto Or Watercrafta.As if each Named Insured were the only If the loss arises out of the maintenanceNamed Insured; and or use of aircraft, "autos" or watercraft tob.Separately to each insured against whom g.the extent not subject to Exclusion ofa claim is made or "suit" is brought.A.Section – Coverages.6. Representations (5) Property Damage To Borroweda. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree:If the loss arises out of "property damage" to borrowed equipment or(1)The statements in the Declarations the use of elevators to the extent notare accurate and complete; k. A.subject to Exclusion of Section –(2)Those statements are based upon Coverages.representations you made to us; and Page 16 of 24 Form SS 00 08 04 05 3ROLF\84SBWBG6537 DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that exceeds the sum of:That is other insurance available to (1)you covering liability for damages The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2)The total of all deductible and self-added as an additional insured by that insured amounts under all that otherinsurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, withAdditional Insured To This any other insurance that is not described inInsurancethis Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the Declarations of this Coverage Part.However, the following provisions c. Method Of Sharingapply to other insurance available to any person or organization who is an If all the other insurance permitsadditional insured under this Coverage contribution by equal shares, we will followPart:this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains,This insurance is primary if you whichever comes first.have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer’s share is based on the ratio of its c.by the method described in applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all orcontract, written agreement or part of any payment, includingpermit that this insurance is Supplementary Payments, we have madeprimary and non-contributory with under this Coverage Part, those rights arethe additional insured's own transferred to us. The insured must doinsurance, this insurance is nothing after loss to impair them. At ourprimary and we will not seek request, the insured will bring "suit" orcontribution from that other transfer those rights to us and help usinsurance.enforce them. This condition does not (a) (b)Paragraphs and do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiverinsured has been added as an Of Subrogation)additional insured.If the insured has waived any rights ofWhen this insurance is excess, we will recovery against any person orhave no duty under this Coverage Part to organization for all or part of any payment,defend the insured against any "suit" if any including Supplementary Payments, weother insurer has a duty to defend the have made under this Coverage Part, weinsured against that "suit". If no other also waive that right, provided the insuredinsurer defends, we will undertake to do waived their rights of recovery againstso, but we will be entitled to the insured's such person or organization in a contract,rights against all those other insurers.agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 3ROLF\84SBWBG6537 DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 ABCDEFGHIJ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT - AGGREGATE LIMITS (PER PROJECT) This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A. D.4.Section LIABILITY AND MEDICAL EXPENSES If the applicable “project” has been abandoned, LIMITS OF INSURANCE is amended as follows:delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from1.D.The General Aggregate Limit under Section plans, blueprints, designs, specifications orLIABILITY AND MEDICAL EXPENSES LIMIT timetables, the “project” will still be deemed toOF INSURANCE applies separately to each of be the same “project”.your "projects". 5.D.The provisions of Section LIABILITY AND2.The limits shown in the Declarations for Liability MEDICAL EXPENSES LIMIT OF INSURANCEand Medical Expenses, Damage To Premises not otherwise modified by this endorsementRented To You and Medical Expenses continue shall continue to apply as stipulated.to apply. B.Additional Definitions3.When coverage for liability arising out of the G.“products-completed operations hazard” is The following definition is added to Section provided, any payments for damages because LIABILITY AND MEDICAL EXPENSES of “bodily injury” or “property damage” included DEFINITIONS: in the “products-completed operations hazard”1.“Project” means “your work” at location(s) away will reduce the Products-Completed Operations from premises owned or rented to you. Aggregate Limit, and not reduce the General Aggregate Limit. Form SS 04 33 04 05 Page 1 of 1 © 2005, The Hartford Policy #84SBWBG6537 DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured"than other provisions of the Coverage Form, the provisions of this endorsement apply. 1.BROAD FORM INSURED d.Any "employee"of yours while using a covered "auto"you don't own,hire or A.Subsidiaries and Newly Acquired or borrow in your business or yourFormed Organizations personal affairs.The Named Insured shown in the C.Lessors as InsuredsDeclarations is amended to include: Paragraph A.1.-WHO IS AN INSURED -of (1)Any legal business entity other than a Section II -Liability Coverage is amended topartnershiporjointventure,formed as a add:subsidiary in which you have an ownership interest of more than 50%on e.The lessor of a covered "auto"while the the effective date of the Coverage Form. "auto"is leased to you under a written However,the Named Insured does not agreement if: include any subsidiary that is an (1)The agreement requires you to"insured"under any other automobile provide direct primary insurance for policy or would be an "insured"under the lessor andsuchapolicybutforitsterminationor (2)The "auto"is leased without a driver.the exhaustion of its Limit of Insurance. Such a leased "auto"will be considered a (2)Any organization that is acquired or covered "auto"you own and not a covered formed by you and over which you "auto"you hire.maintain majority ownership.However, the Named Insured does not include any D.Additional Insured if Required by Contract newly formed or acquired organization:(1)Paragraph A.1.-WHO IS AN INSURED (a)That is a partnership or joint -of Section II -Liability Coverage is venture,amended to add: (b)That is an "insured"under any other f.When you have agreed,in a writtenpolicy,contract or written agreement,that a (c)That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your business auto policy, such person or (d)180 days or more after its organization is an "insured", but only acquisition or formation by you, to the extent such person orunlessyouhavegivenusnoticeof organization is liable for "bodilythe acquisition or formation. injury"or "property damage"causedCoveragedoesnotapplyto"bodily by the conduct of an "insured" under injury"or "property damage"that results paragraphs a.or b.of Who Is Anfroman"accident"that occurred before Insured with regard to theyouformed or acquired the organization. ownership,maintenance or use of a B.Employees as Insureds covered "auto." Paragraph A.1.-WHO IS AN INSURED -of SECTION II -LIABILITY COVERAGE is amended to add: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 1 of 5of ISO Properties,Inc.,with its permission.) 84UEGAC1692 DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 E.Primary and Non-Contributory ifTheinsuranceaffordedtoanysuch Required by Contractadditionalinsuredappliesonlyifthe "bodily injury"or "property damage"Only with respect to insurance provided to occurs:an additional insured in 1.D.-Additional (1)During the policy period, and Insured If Required by Contract,the following provisions apply:(2)Subsequent to the execution of such written contract, and (3)Primary Insurance When Required By Contract(3)Prior to the expiration of the period of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured.agreement that this insurance be primary.If other insurance is also (2)How Limits Apply primary,we will share with all that otherIfyouhaveagreedinawrittencontractinsurancebythemethoddescribedinorwrittenagreementthatanother Other Insurance 5.d.person or organization be added as an (4)Primary And Non-Contributory To Otheradditionalinsuredonyourpolicy,the Insurance When Required By Contractmostwewillpayonbehalfofsuch additional insured is the lesser of:If you have agreed in a written contract or written agreement that this insurance(a)The limits of insurance specified in is primary and non-contributory with the the written contract or written additional insured's own insurance,this agreement; or insurance is primary and we will not(b)The Limits of Insurance shown in seek contribution from that otherthe Declarations.insurance. Such amount shall be a part of and not (3)(4)Paragraphs and do not apply to other in addition to Limits of Insurance shown insurance to which the additional insuredintheDeclarationsanddescribedinthishasbeen added as an additional insured.Section. When this insurance is excess,we will have no (3)Additional Insureds Other Insurance duty to defend the insured against any "suit"if If we cover a claim or "suit"under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit".If no other insurer by other insurance available to an defends,we will undertake to do so,but we will additional insured,such additional be entitled to the insured's rights against all insured must submit such claim or "suit"those other insurers. to the other insurer for defense and When this insurance is excess over otherindemnity. insurance,we will pay only our share of the However,this provision does not apply amount of the loss,if any,that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1)The total amount that all such otherthatthisinsuranceisprimaryandnon-insurance would pay for the loss in thecontributorywiththeadditionalinsured's absence of this insurance; andowninsurance. (2)The total of all deductible and self-insured (4)Duties in The Event Of Accident,Claim,amounts under all that other insurance.Suit or Loss We will share the remaining loss,if any,by the If you have agreed in a written contract method described in Other Insurance 5.d.or written agreement that another 2.AUTOS RENTED BY EMPLOYEESpersonororganizationbeaddedasan additional insured on your policy,the Any "auto"hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto"you hire. CONDITIONS 2.-DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT,CLAIM ,SUIT by adding the following: OR LOSS –OF SECTION IV – BUSINESS AUTO CONDITIONS,in the same manner as the Named Insured. © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 2 of 5of ISO Properties,Inc.,with its permission.) DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 5 PHYSICAL DAMAGE -ADDITIONALIfan"employee’s"personal insurance also . TEMPORARY TRANSPORTATION EXPENSE applies on an excess basis to a covered "auto" COVERAGEhiredorrentedbyyour"employee"on your behalf and at your direction,this insurance will Paragraph A.4.a.of SECTION III -PHYSICAL be primary to the "employee’s"personal DAMAGE COVERAGE is amended to provide a insurance.limit of $50 per day and a maximum limit of 3.AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. 6.LOAN/LEASE GAP COVERAGEEXCLUSION5.-FELLOW EMPLOYEE -of SECTION II -LIABILITY COVERAGE does not Under SECTION III -PHYSICAL DAMAGE apply if you have workers'compensation COVERAGE,in the event of a total "loss"to a insurance in-force covering all of your covered "auto",we will pay your additional legal "employees".obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto"at the time of the "loss" insurance.and the "outstanding balance"of the loan/lease. 4.HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance"means the amount you owe on the loan/lease at the time of "loss"less If hired "autos"are covered "autos"for Liability any amounts representing taxes;overdueCoverageandifComprehensive,Specified payments;penalties,interest or chargesCausesofLoss,or Collision coverages are resulting from overdue payments;additionalprovidedunderthisCoverageFormforany mileage charges;excess wear and tear charges;"auto"you own,then the Physical Damage lease termination fees;security deposits not Coverages provided are extended to "autos" you returned by the lessor;costs for extendedhire or borrow,subject to the following limit. warranties,credit life Insurance,health,accidentThemostwewillpayfor"loss"to any hired or disability insurance purchased with the loan or "auto"is:lease;and carry-over balances from previous (1)$100,000;loans or leases. (2)The actual cash value of the damaged or 7.AIRBAG COVERAGE stolen property at the time of the "loss"; or Under Paragraph B.EXCLUSIONS -of (3)The cost of repairing or replacing the SECTION III -PHYSICAL DAMAGE damaged or stolen property,COVERAGE, the following is added: whichever is smallest,minus a deductible.The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto"for that airbag. coverage. No deductible applies to "loss"caused 8.ELECTRONIC EQUIPMENT -BROADENEDby fire or lightning. Hired Auto Physical Damage COVERAGEcoverageisexcessoveranyothercollectible a.The exceptions to Paragraphs B.4 -insurance.Subject to the above limit,deductible EXCLUSIONS -of SECTION III -PHYSICAL and excess provisions,we will provide coverage DAMAGE COVERAGE are replaced by the equal to the broadest coverage applicable to any following:covered "auto"you own. 4.c.4.d.Exclusions and do not apply to We will also cover loss of use of the hired "auto" equipment designed to be operated solelyifitresultsfroman"accident",you are legally by use of the power from the "auto's"liable and the lessor incurs an actual financial electrical system that,at the time of "loss", loss,subject to a maximum of $1000 per is:"accident". (1)Permanently installed in or upon This extension of coverage does not apply to the covered "auto";any "auto"you hire or borrow from any of your "employees",partners (if you are a partnership),(2)Removable from a housing unit members (if you are a limited liability company),which is permanently installed in or members of their households.or upon the covered "auto"; (3)An integral part of the same unit housing any electronic equipment described in Paragraphs (1)and (2)above;or © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 3 of 5of ISO Properties,Inc.,with its permission.) DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 (4)Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto"or Inc.company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system.the same "accident", the following applies: b.Section III –Version CA 00 01 03 10 of the (1)If the deductible under this Business Auto Business Auto Coverage Form,Physical Coverage Form is the smaller (or smallest) Damage Coverage,Limit of Insurance,deductible,it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2)If the deductible under this Business Auto the Business Auto Coverage Form,Physical Coverage Form is not the smaller (or Damage Coverage,Limit of Insurance, smallest)deductible,it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following:deductible. $1,500 is the most we will pay for "loss"in 12.AMENDED DUTIES IN THE EVENT OF any one "accident"to all electronic ACCIDENT, CLAIM,SUIT OR LOSS equipment (other than equipment designed The requirement in LOSS CONDITIONS 2.a.-solely for the reproduction of sound,and DUTIES IN THE EVENT O F ACCIDENT,CLAIM,accessories used with such equipment)SUIT OR LOSS -of SECTION IV -BUSINESSthatreproduces,receives or transmits AUTO CONDITIONS that you must notify us of audio,visual or data signals which,at the an "accident"applies only when the "accident" istime of "loss", is:known to: (1)Permanently installed in or upon (1)You, if you are an individual;the covered "auto"in a housing, (2)A partner, if you are a partnership;opening or other location that is not normally used by the "auto"(3)A member,if you are a limited liability manufacturer for the installation of company;or such equipment; (4)An executive officer or insurance manager, if (2)Removable from a permanently you are a corporation. installed housing unit as described 13.UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a.above or is an HAZARDSintegral part of that equipment; or If you unintentionally fail to disclose any hazards(3)An integral part of such equipment.existing at the inception date of your policy,we c.For each covered "auto",should loss be limited will not deny coverage under this Coverage to electronic equipment only,our obligation to Form because of such failure. pay for,repair,return or replace damaged or 14.HIRED AUTO -COVERAGE TERRITORYstolenelectronicequipmentwillbereducedby Paragraph e.of GENERAL CONDITIONS 7.-the applicable deductible shown in the POLICY PERIOD,COVERAGE TERRITORY -Declarations,or $250,whichever deductible is of SECTION IV -BUSINESS AUTO less. CONDITIONS is replaced by the following:9.EXTRA EXPENSE -BROADENED e.For short-term hired "autos",the coverageCOVERAGE territory with respect to Liability Coverage isUnderParagraphA.- COVERAGE -of SECTION anywhere in the world provided that if theIII-PHYSICAL DAMAGE COVERAGE,we will "insured's"responsibility to pay damages for pay for the expense of returning a stolen covered "bodily injury"or "property damage"is "auto"to you.determined in a "suit," the "suit" is brought in 10.GLASS REPAIR -WAIVER OF DEDUCTIBLE the United States of America,the territories and possessions of the United States ofUnderParagraphD.-DEDUCTIBLE -of SECTION America,Puerto Rico or Canada or in a III -PHYSICAL DAMAGE COVERAGE,the settlement we agree to.following is added: 15.WAIVER OF SUBROGATIONNodeductibleappliestoglassdamageifthe glass is repaired rather than replaced.TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -of SECTION IV -11.TWO OR MORE DEDUCTIBLES BUSINESS AUTO CONDITIONS is amended byUnderParagraphD.-DEDUCTIBLE -of SECTION adding the following:III -PHYSICAL DAMAGE COVERAGE,the following is added: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 4 of 5of ISO Properties,Inc.,with its permission.) DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss,the most we will pay under this you have a written contract that requires such Hybrid,Electric,or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form."loss"is $10,000. 16.RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury"in SECTION V-a.A "non-hybrid"auto is defined as an auto that DEFINITIONS is replaced by the following:uses only an internal combustion engine to move the auto but does not include autos"Bodily injury"means bodily injury,sickness or powered solely by electricity or natural gas.disease sustained by any person,including mental anguish or death resulting from any of b.A "hybrid"auto is defined as an auto with an these.internal combustion engine and one or more electric motors;and that uses the internal17.EXTENDED CANCELLATION CONDITION combustion engine and one or more electric Paragraph 2.of the COMMON POLICY motors to move the auto,or the internal CONDITIONS -CANCELLATION -applies combustion engine to charge one or more except as follows:electric motors, which move the auto. If we cancel for any reason other than 19.VEHICLE WRAP COVERAGEnonpaymentofpremium,we will mail or deliver In the event of a total loss to an "auto"for whichtothefirstNamedInsuredwrittennoticeof Comprehensive,Specified Causes of Loss,orcancellationatleast60daysbeforetheeffective Collision coverages are provided under thisdate of cancellation. Coverage Form,then such Physical Damage18.HYBRID,ELECTRIC,OR NATURAL GAS Coverages are amended to add the following:VEHICLE PAYMENT COVERAGE In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid"auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive,Specified Causes of which are displayed on the covered "auto"at theLoss,or Collision coverages are provided under time of total loss.Regardless of the number ofthisCoverageForm,then such Physical autos deemed a total loss,the most we will pay Damage Coverages are amended as follows:under this Vehicle Wrap Coverage provision for a.If the auto is replaced with a "hybrid"auto or any one "loss"is $5,000.For purposes of this an auto powered solely by electricity or natural coverage provision,signs or other graphics gas,we will pay an additional 10%,to a painted or magnetically affixed to the vehicle are maximum of $2,500,of the "non-hybrid"auto’s not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 5 of 5of ISO Properties,Inc.,with its permission.) DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 10396553.1 1 SECOND AMENDMENT TO AGREEMENT BETWEEN THE CITY OF GILROY AND RRM DESIGN GROUP FOR PROFESSIONAL SERVICES This Second Amendment to Professional Services Agreement (the “Second Amendment”) is effective as of April 20, 2023, (“Second Amendment Effective Date”) by and between RRM Design Group (“CONTRACTOR”), an architectural design firm, and the City of Gilroy (“CITY”) with respect to the following: RECITALS A. CONTRACTOR and CITY have entered into that certain Agreement for Professional Services dated February 8, 2022 (the “Agreement”) pursuant to which CONTRACTOR provides interim fire station building drawings and electrical engineering services. B. CONTRACTOR and CITY desire to extend the term of the Agreement and amend the Agreement as set forth herein. AGREEMENT IN CONSIDERATION of the foregoing recitals and the mutual promises and covenants contained herein, CONTRACTOR and CITY agree as follows: 1. Defined Terms. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement. 2. Consideration. Article 4.A. to the Agreement is hereby deleted and replaced in its entirety with the following: “4.A. 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 $62,150.” 3. Continuation of Agreement. Except as specifically amended by this Second Amendment, the Agreement shall continue in full force and effect, and the parties shall continue to comply with the terms and conditions of the Agreement as existing on the date of this Second Amendment. 4. Conflicts. In the event of any conflict between the terms and provisions of this Second Amendment and the terms and provisions of the Agreement, the terms and provisions of this Second Amendment shall control. 5. Reference. The terms and provisions of this Second Amendment are incorporated by this reference in the Agreement as though fully set forth in the Agreement. After the date of this Second Amendment, any reference to the Agreement shall mean the Agreement as amended by this Second Amendment. 6. Counterparts. This Second Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. DocuSign Envelope ID: E6BE29F8-14F4-41CE-9DAB-AFCB0503708BDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 10396553.1 2 IN WITNESS WHEREOF, CONTRACTOR and CITY have executed this Second Amendment as of the Second Amendment Effective Date. ATTEST: CITY OF GILROY City Clerk City Administrator Thai Pham Jimmy Forbis Print Name Print Name Date: Date: APPROVED AS TO FORM: RRM Design Group City Attorney By: Anna Win Andrew Faber Title: Principal Print Name Date: Date: DocuSign Envelope ID: E6BE29F8-14F4-41CE-9DAB-AFCB0503708BDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 10396553.1 3 EXHIBIT “D” PAYMENT SCHEDULE Fixed fee tasks will be billed as the work progresses until the task is completed and the total amount stated in the contract for the task invoiced. Total amount paid not to exceed $62,150. Payment terms are net 30. TASK DESCRIPTION FIXED FEE A.1 Temporary Station Building Department Submittal Drawings and Electrical Engineering 14,000 A.2 Plan Check Response 4,750 O.1 Bidding Support 2,750 O.2 Construction Administration 3,750 Reimbursable Costs 1,500 Fixed Fees Architectural 12,500 Electrical Engineering 3,300 Civil Engineering 15,400 Civil/Survey 4,200 ESTIMATED PROJECT TOTAL: $ 62,150 DocuSign Envelope ID: E6BE29F8-14F4-41CE-9DAB-AFCB0503708BDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 10396553.1 1 FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF GILROY AND RRM DESIGN GROUP FOR PROFESSIONAL SERVICES This First Amendment to Professional Services Agreement (the “First Amendment”) is effective as of December 1, 2022, (“First Amendment Effective Date”) by and between RRM Design Group (“CONTRACTOR”), an architectural design firm, and the City of Gilroy (“CITY”) with respect to the following: RECITALS A. CONTRACTOR and CITY have entered into that certain Agreement for Professional Services dated February 8, 2022 (the “Agreement”) pursuant to which CONTRACTOR provides interim fire station building drawings and electrical engineering services. B. CONTRACTOR and CITY desire to extend the term of the Agreement and amend the Agreement as set forth herein. AGREEMENT IN CONSIDERATION of the foregoing recitals and the mutual promises and covenants contained herein, CONTRACTOR and CITY agree as follows: 1. Defined Terms. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement. 2. Term of Agreement. Article 1 is hereby deleted and replaced in its entirety with the following: “1. Term of Agreement. “This Agreement will become effective on February 8, 2022 and will continue in effect through December 31, 2023 unless terminated in accordance with the provisions of Article 7 of this Agreement.” 3. Consideration. Article 4.A. to the Agreement is hereby deleted and replaced in its entirety with the following: “4.A. 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 $26,750.” 4. Continuation of Agreement. Except as specifically amended by this First Amendment, the Agreement shall continue in full force and effect, and the parties shall continue to comply with the terms and conditions of the Agreement as existing on the date of this First Amendment. 5. Conflicts. In the event of any conflict between the terms and provisions of this First Amendment and the terms and provisions of the Agreement, the terms and provisions of this First Amendment shall control. 6. Reference. The terms and provisions of this First Amendment are incorporated by this reference in the Agreement as though fully set forth in the Agreement. After the date of this First DocuSign Envelope ID: 8ED63E01-B4DB-4C48-999E-998F89E95BA8DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 10396553.1 2 Amendment, any reference to the Agreement shall mean the Agreement as amended by this First Amendment. 7. Counterparts. This First Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. DocuSign Envelope ID: 8ED63E01-B4DB-4C48-999E-998F89E95BA8DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 10396553.1 3 IN WITNESS WHEREOF, CONTRACTOR and CITY have executed this First Amendment as of the First Amendment Effective Date. ATTEST: CITY OF GILROY City Clerk City Administrator Thai Pham Jimmy Forbis Print Name Print Name Date: Date: APPROVED AS TO FORM: RRM Design Group City Attorney By: Michael Scott Andrew Faber Title: Principal Print Name Date: Date: DocuSign Envelope ID: 8ED63E01-B4DB-4C48-999E-998F89E95BA8DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 10396553.1 4 EXHIBIT “D” PAYMENT SCHEDULE Fixed fee tasks will be billed as the work progresses until the task is completed and the total amount stated in the contract for the task invoiced. Total amount paid not to exceed $26,750. Payment terms are net 30. TASK DESCRIPTION FIXED FEE A.1 Temporary Station Building Department Submittal Drawings and Electrical Engineering $ 14,000 A.2 Plan Check Response $ 4,750 SUBTOTAL: $ 18,750 OPTIONAL TASKS O.1 Bidding Support $ 2,750 O.2 Construction Administration $ 3,750 Task O Subtotal: $ 6,500 SUMMARY OF FEES: $ 20,250 Estimated Reimbursable Expenses: $ 1,500 ESTIMATED PROJECT TOTAL: $ 26,750 DocuSign Envelope ID: 8ED63E01-B4DB-4C48-999E-998F89E95BA8DocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 4835-2267-0361v1 LAC\04706083 -1- AGREEMENT FOR SERVICES (For contracts over $5,000 - CONTRACTOR) This AGREEMENT made this 3rd day of February 2022, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: RRM Design Group, having a principal place of business at 3765 S. Higuera St., Suite 102, San Luis Obispo, CA 93401. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on February 8, 2022 and will continue in effect through December 31, 2022 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 Agreement shall 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. DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 4835-2267-0361v1 LAC\04706083 -2- 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 $21,750. 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 DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 4835-2267-0361v1 LAC\04706083 -3- 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 any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of 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 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, DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 4835-2267-0361v1 LAC\04706083 -4- including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONTRACTOR must purchase so called “extended reporting” or “tail” coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY’S obligations under this Agreement, 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. 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. DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 4835-2267-0361v1 LAC\04706083 -5- 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. 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 DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 4835-2267-0361v1 LAC\04706083 -6- 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 (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. DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 4835-2267-0361v1 LAC\04706083 -7- C. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The 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. DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 4835-2267-0361v1 LAC\04706083 -8- 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. 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: CITY: RRM Design Group CITY OF GILROY By: By: Name: Michael Scott Name: Jimmy Forbis Title: Principal Title: City Administrator Social Security or Taxpayer Identification Number 95-2923783 DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 4835-2267-0361v1 LAC\04706083 -9- Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 -1- 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 Michael Scott, 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, Jennifer Fortino 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”. IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement. DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 -2- 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 C ITY. 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. DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 -3- 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 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. DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 -4- H. NOTICES. Notices are to be sent as follows: CITY: Jennifer Fortino City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: RRM Design Group 3765 S. Higuera St., Suite 102 San Luis Obispo, CA 93401 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. DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 -5- EXHIBIT “B” SCOPE OF SERVICES Task A.1: Temporary Station Building Department Submittal Drawings RRM Architecture and electrical engineering consultant, Thoma Electric, will revise the planning application package for submittal to the Building Department to include the items that were identified in the meeting with the Fire Department and Building Department on October 6, 2021: Architectural Deliverables: Update floor plan of modular building for bidding  Provide details requested by Building Department  Update site plan to coordinate  Coordination of electrical and civil engineer Civil Deliverables:  None – City of Gilroy Public Works will be preparing site with internal staff. Electrical Deliverables:  This includes re-coordination with PG&E and Charter as well as all the virtual meetings  This does not include any work inside the modular building or site visits. Any electrical scope inside the modular building will be completed by others. Electrical scope is to provide power and CATV service to the modular building Task A.2: Plan Check Response RRM Architecture and Thoma will respond to plan check comments by attending one virtual meeting to review comments with the Building Department and providing a response letter and revised drawings. Remaining comments will be red line marks on the second submittal drawings. Deliverables:  Provide plan check responses and revised drawings to the Building Department Task O.1: Bidding Support - Optional RRM Architecture and Thoma will respond to bidding questions and will prepare one addendum if needed. Deliverables:  Response to RFI DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 -6- Task O.2: Construction Administration – Optional RRM Architecture and Thoma will respond to requests for information (RFI), questions during construction administration, and review contractor provided submittals. Assumption is that Thoma will spend approximately five hours and RRM will spend approximately ten hours on this task. Deliverables:  Response to RFI  Submittal Review Limitations of Scope and Exclusions Please note that the tasks to be performed by the RRM team are limited to those outlined above. Substantive changes requested by the Client or changes in the Client’s program or direction that are inconsistent with prior approvals are subject to additional service fees. Any additional services that RRM Design Group is asked to perform over and beyond those described above will be billed on a negotiated and Client-approved, fixed-fee, or hourly basis. The following services or tasks are specifically excluded from the scope:  Engineer’s Opinion of Probable Cost or quantity takeoff’s including earthwork  Preparation of a Stormwater Pollution Prevention Plan (SWPPP)  Preparation of a Stormwater Control Plan DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 -1- EXHIBIT “C” MILESTONE SCHEDULE -Submit updated Interim Fire Station submittal drawings 4-6 weeks -Respond to plan check questions 1-2 weeks -Provide bidding support on an as needed basis -Provide construction administration on an as needed basis DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1 EXHIBIT “D” PAYMENT SCHEDULE Fixed fee tasks will be billed as the work progresses until the task is completed and the total amount stated in the contract for the task invoiced. Total amount paid not to exceed $21,750. Payment terms are net 30. TASK DESCRIPTION FIXED FEE A.1 Temporary Station Building Department Submittal Drawings $ 9,000 A.2 Plan Check Response $ 4,750 SUBTOTAL: $ 13,750 OPTIONAL TASKS O.1 Bidding Support $ 2,750 O.2 Construction Administration $ 3,750 Task O Subtotal: $ 6,500 SUMMARY OF FEES: $ 20,250 Estimated Reimbursable Expenses: $ 1,500 ESTIMATED PROJECT TOTAL: $ 21,750 DocuSign Envelope ID: 03FFA0C7-0868-40D6-A942-AEE92D67924EDocuSign Envelope ID: 3A6EABD3-2744-4F18-994D-A0448EC78DC1