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Agreement - CSG Consultants - Amendment 2 Extending Term Plan Check and Inspection Services for the Frontier Fiber Optic Project
City of Gilroy Agreement/Contract Tracking Today’s Date: September 4, 2024 Your Name: Karen Gumin, Management Analyst, Public Works Contract Type: Services over $5k - Consultant Phone Number: 408-846-0259 Contract Effective Date: (Date contract goes into effect) 11/1/2024 Contract Expiration Date: 10/31/2025 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) CSG Consultants Contract Subject: (no more than 100 characters) Amend. 2 extending term for plan check and inspection services for the Frontier Fiber Optic Project Contract Amount: (Total Amount of contract. If no amount, leave blank) 419,765 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: 824E182E-97E0-4CE0-BC76-82D945408DD5 TYPE OF PROCURMENT DOLLAR THRESHOLD / SIGNING AUTHORITY STAFF LEVEL DEPARTMENT HEAD CITY ADMINISTRATOR COUNCIL APPROVAL $0-$999.99 $1,000-$49,999.99 $50,000-$99,999.99 $100,000-Above EQUIPMENT /SUPPLIES/ MATERIALS Furniture, hoses, parts, pipe manholes, office supplies, fuel, tools, PPE items, etc… Vendor selection at discretion of staff Payment Method Purchase Card or Payment Request (if vendor does not accept credit cards) Informal bid/quotation – 3 quotes (verbal or written) Purchasing Summary form w/ Purchasing Approval Purchase Requisition Payment Method Purchase Order* Informal bid/quotation – 3 written quotes Purchasing Summary form w/ City Administrator Approval Purchase Requisition Payment Method Purchase Order Formal Bid Advertisement Council Approval Purchase Requisition signed by City Administrator Payment Method Purchase Order GENERAL SERVICES Janitorial, landscape maintenance, equipment repair, installation, graffiti abatement, service inspections, uniform cleaning, etc… Vendor selection at discretion of staff May require insurance documents depending on scope/ nature of work Payment Method Purchase Card (if incorporated) Signed Payment Request (if sole proprietor or partner) Informal bid/quotation – 3 quotes (verbal or written) Purchasing Summary form w/ Department Head Approval Standard Agreement Purchase Requisition Payment Method Purchase Order* Informal Bid/RFP quotation – 3 written quotes Purchasing Summary form w/ City Administrator Approval Standard Agreement Purchase Requisition Payment Method Purchase Order Formal Bid/RFP/RFQ Advertisement Council Approval Standard Agreement Purchase Requisition Payment Method Purchase Order PROFESSIONAL SERVICES Consultants, architects, designers, auditors, etc... Vendor selection at the discretion of staff Purchase Summary Form w/ Purchasing Approval Standard Agreement signed by Department Head Purchase Requisition Payment Method Purchase Order RFP/RFQ to at least 3 consultants Purchase Summary Form w/ Department Head Approval Standard Agreement Purchase Requisition Payment Method Purchase Order RFP/RFQ to a list of consultants Evaluation Spreadsheet w/ City Administrator Approval Standard Agreement Purchase Requisition Payment Method Purchase Order Formal RFP/RFQ Advertisement Council Approval Standard Agreement signed by City Administrator Purchase Requisition Payment Method Purchase Order Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 11/29/2023 License # 0C36861 (415) 946-7500 24414 CSG Consultants, Inc. 550 Pilgrim Drive Foster City, CA 94404 27740 39217 37257 10046 A 1,000,000 X CGA1414883 12/4/2023 12/4/2024 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000B X 161001088 12/4/2023 12/4/2024 5,000,000C 191000608 12/4/2023 12/4/2024 10,000 5,000,000 D X 152000753 12/4/2023 12/4/2024 1,000,000 1,000,000 1,000,000 E Professional Liab 83 OH 0489503-23 12/4/2023 Ded:$50K 5,000,000 Re: all operations. The City of Gilroy, its employees, officers, officials and volunteers are named as additional insureds on GL with 30 Day Notice of Cancellation and included as additional insured on Auto per attached endorsements. Waiver of Subrogation on WC per attached endorsement. 30 Day Notice of Cancellation per attached endorsement. Sixty (60) Months Optional Extended Claims Reporting Period on Professional. 30 Day Notice of Cancellation on WC is not available. City of Gilroy Attn: Ogarita / City of Gilroy 7351 Rosanna Street Gilroy, CA 95202 CSGCONS-01 CSPANGLER2 Alliant Insurance Services, Inc. 560 Mission St 6th Fl San Francisco, CA 94105 General Casualty Co of WI (QBE) North Pointe Insurance Company QBE Insurance Corporation Praetorian Insurance Company Pacific Insurance Company, Limited Aggregate 12/4/2024 X X X X X X X Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 COMMERCIAL GENERAL LIABILITY CG 82 24 05 12 CG 82 24 05 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 6 PREMIER GENERAL LIABILITY COVERAGE EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM A.REASONABLE FORCE Paragraph 2.a. Expected or Intended Injury under COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY of SECTION I — COVERAGES within the COMMERCIAL GENERAL LIABILITY COVERAGE FORM is replaced by : a.Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the i n- sured. This exclusion does not apply to "bodi- ly injury" or "property damage" resulting from the use of reasonable force to protect any person or property. B.CONTRACTUAL LIABILITY Paragraph 2.b. Contractual Liability under COVERAGE A. BODILY INJURY AND PROP- ERTY DAMAGE LIABILITY of SECTION I — COVERAGES within the COMMERCIAL GEN- ERAL LIABILITY COVERAGE FORM is replaced by : b.Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a con- tract or agreement. This exclusion does not apply to liability for damages: (1)That the insured would have had in the absence of the contract or agreement; or (2)Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" oc- curs subsequent to the execution of the contract or agreement. C.NON OWNED WATERCRAFT Paragraph 2.g.(2) in the Aircraft, Auto Or W a- tercraft exclusion under COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY of SECTION I — COVERAGES within the COM- MERCIAL GENERAL LIABILITY COVERAGE FORM is replaced by: g.Aircraft, Auto Or Watercraft (2)A watercraft you do not own that is: (a)less than 75 feet long; and (b)Not being used to carry persons or property for a charge. D.ELECTRONIC DATA LIABILITY 1.Paragraph 2.p. Electronic Data under COV- ERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY of SECTION I — COV- ERAGES within the COMMERCIAL GENERAL LIABILITY COVERAGE FORM is replaced by: p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "elec- tronic data" that does not result from physical injury to tangible property. However, this exclusion does not apply to liability for damages because of "bodily injury". 2.The following definition is added to SEC- TION V — DEFINITIONS : "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 3.For purposes of the coverage provided for "Electronic Data", Paragraph 17. in SEC- TION V — DEFINITIONS is replaced by: 17."Property damage" means: a.Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or Policy Number: CGA1414883 Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 82 24 05 12 b.Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it; or c.Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate "elec- tronic data", resulting from physical injury to tangible property. All such loss of "electronic data" shall be deemed to occur at the time of the "occurrence" that caused it. For purposes of this insurance, "electron- ic data" is not tangible property. E.DAMAGE TO PREMISES RENTED TO YOU 1.The last paragraph after the listed exclusions under COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY of SEC- TION I — COVERAGES within the COM- MERCIAL GENERAL LIABILITY COVER- AGE FORM is replaced by: Exclusions c. through n. do not apply to "property damage" by fire; smoke from a "hostile fire"; explosion; lightning; smoke re- sulting from such explosion or lightning; coll i- sion by "mobile equipment" or leakage from fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as de- scribed in SECTION III — LIMITS OF I N- SURANCE. 2.Paragraph 6. of SECTION III — LIMITS OF INSURANCE within the COMMERCIAL GENERAL LIABLITY COVERAGE FORM is replaced by: 6.Subject to Paragraph 5. above, the Dam- age To Premises Rented To You Limit is the most we will pay in any one event un- der COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE for damages because of "property damage" from fire; smoke from a "hostile fire"; explosion; lightning; smoke resulting from such ex- plosion or lightning; collision by "mobile equipment" or leakage from fire protection systems to premises while rented to you or temporarily occupied by you with per- mission of the owner. F.MEDICAL PAYMENTS 1.Paragraph 1.a.under COVERAGE C. MEDICAL PAYMENTS of SECTION I — COVERAGES within the COMMERCIAL GENERAL LIABILITY COVERAGE FORM is replaced by: 1.Insuring Agreement a.We will pay medical expenses as de- scribed below for "bodily injury" caused by an accident: (1)On premises you own or rent; (2)On ways next to premises you own or rent; or (3)Because of your operations: Provided that: (a )The accident takes place in the "coverage territory" and during the policy period; (b)The expenses are incurred and reported to us within three years of the date of the accident; and (c)The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonable require. G.SUPPLEMENTARY PAYMENTS SUPPLEMENTARY PAYMENTS — COVERAG- ES A AND B of SECTION I COVERAGES within the COMMERCIAL GENERAL LIABILITY COV- ERAGE FORM is replaced by: 1.We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a.All expenses we incur. b.Up to $5,000 for cost of bail bonds re- quired because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to fur- nish these bonds. c.The cost of bonds to release attac h- ments, but only for bond amounts within the applicable limit of insurance. We do have to furnish these bonds. d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e.All costs taxed against the "insured" in any "suit". f.Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the appl i- cable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. Policy Number: CGA1414883 Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 CG 82 24 05 12 Includes copy righted material of Insurance Services Office, Inc., with its permission. Page 3 of 6 g.All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, of- fered to pay, or deposited in court the part of the judgment that is within the applic a- ble limit of insurance. These payments will not reduce the limits of insurance. 2.If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that inde m- nitee if all of the following conditions are met: a.The "suit" against the indemnitee seeks damages for which the insured has as- sumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b.This insurance applies to such liability as- sumed by the insured; c.The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d.The allegations in the "suit" and the i n- formation we know about the "occur- rence" are such that no conflict appears to exist between the interests of the in- sured and the interests of the indemnitee; e.The indemnitee and the insured ask us to conduct and control the defense of that i n- demnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f.The indemnitee: (1)Agrees in writing to: (a)Cooperate with us in the invest i- gation, settlement or defense of the "suit"; (b)Immediately send us copies of any demands, notices, sum- monses or legal papers received in connection with the "suit"; (c)Notify any other insurer whose coverage is available to the i n- demnitee; and (d)Cooperate with us with respect to coordinating other applicable insurance available to the i n- demnitee; and (2)Provides us with written authoriz a- tion to: (a)Obtain records and other infor- mation related to the "suit"; and (b)Conduct and control the defense of the indemnitee in such "suit". Our obligation to defend an insured's i n- demnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when we have used up the applicable limit of i n- surance in the payment of judgments or settlements or the conditions set forth above, or the terms of the agreement de- scribed in Paragraph f. above, are no longer met. H.FELLOW EMPLOYEE COVERAGE — SUPERVISOR OR HIGHER Paragraph 2.a .(1) of SECTION II — WHO IS AN INSURED within the COMMERCIAL GENERAL LIABILITY COVERAGE FORM does not apply to the following: Your supervisory or management "employees" for "bodily injury" only. Damages owed to an injured co-"employee" or "volunteer worker" will be reduced by any amount paid or available to the injured co-"employee" or "volunteer worker" under any other valid and collectible insurance. I.NEWLY ACQUlRED ORGANIZATIONS Paragraph 3.a. of SECTION II — WHO IS AN INSURED within the COMMERCIAL GENERAL LIABILITY COVERAGE FORM is replaced by : a.Coverage under this provision is afforded only until the end of the current policy period. J.BROAD FORM NAMED INSURED The following is added to SECTION I I — WHO IS AN INSURED within the COMMERCIAL GEN- ERAL LIABILITY COVERAGE FORM : Throughout this policy the words "you" and "your" refer to any corporation or other business organ i- zation, other than a joint venture, in which the first Named Insured has or acquires during the policy period an ownership interest of more than 50% and is subject to the management control of the first Named Insured or its subsidiaries, and which is domiciled within the United States of America or its territories or possessions. K.AMENDMENT OF AGGREGATE LIMIT OF INSURANCE The General Aggregate Limit Of Insurance refer- enced in Paragraph 2. of SECTION III — LIMITS OF INSURANCE within the COMMERCIAL GENERAL LIABILITY COVERAGE FORM applies separately to: 1.Each of your "locations" owned by or rented to you; and Policy Number: CGA1414883 Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 82 24 05 12 2.Each of your projects away from premises owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. L.KNOWLEDGE OF OCCURRENCE The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS within the COMMERCIAL GENERAL LIABILITY COVERAGE FORM : Knowledge of an "occurrence", offense, claim or "suit" by your agent, servant or "employee" shall not be considered knowledge by you unless you, your insurance manager or any other person you designate has received notice of the "occur- rence", offense, claim or "suit" from your agent, servant, or "employee." M.OTHER INSURANCE Paragraph 4.b.(1)(a) in the Other Insurance condition of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS within the COMMERCIAL GENERAL LIABILITY COVER- AGE FORM is replaced by : 4.Other Insurance b.Excess Insurance (1)This insurance is excess over: (a)any of the other insurance, whether primary, excess, contin- gent or on any other basis: (i)That is Fire, Extended Cov- erage, Builders Risk; Installa- tion Risk or similar coverage for "your work"; (ii)That is insurance covering Fire; smoke from a "hostile fire"; explosion; lightning; smoke resulting from such explosion or lightning; coll i- sion by "mobile equipment" or leakage from fire protec- tion systems for premises while rented to you or tempo- rarily occupied by you with permission of the owner; or (iii) That is insurance to cover your liability as a tenant for "proper- ty damage" to premises while rented to you or temporarily occupied by you with permi s- sion of the owner; or (iv)If the loss arises out of the maintenance or use of aircraft, "autos", or watercraft to the extent not subject to Para- graph 2.g. Aircraft, Auto Or Watercraft under COVER- AGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY of SECTION I – COVERAGES within the COMMERCIAL GENERAL LIABILITY COVERAGE FORM. N.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS The following is added to Paragraph 6. Representations of SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS within the COMMERCIAL GENERAL LIABILITY COVERAGE FORM: Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Commercial General Liability Coverage Form or at any time during the policy period will not inval i- date or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after the exposure or hazard is discovered. O.WAIVER OF SUBROGATION The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS within the COMMER- CIAL GENERAL LIABILITY COVERAGE FORM: This condition does not apply to any person or organization to which you waived this condition by written contract or agreement, but only to the extent that subrogation is waived prior to the "bodily injury" or "property damage" under a contract with that person or organization. P.LIMITED WORLDWIDE LIABILITY COVERAGE The following is added to SECTION IV — CON- DITIONS within the COMMERCIAL GENERAL LIABILITY COVERAGE FORM : Policy Number: CGA1414883 Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 CG 82 24 05 12 Includes copy righted material of Insurance Services Office, Inc., with its permission. Page 5 of 6 Expanded Coverage Territory 1.If a "suit" is brought in a part of the "coverage territory" that is outside the United States of America (including its territories and posses- sions), Puerto Rico or Canada, and we are prevented by law, or otherwise, from defend- ing the insured, the insured will initiate a de- fense of the "suit". We will reimburse the i n- sured, under Supplementary Payments, for any reasonable and necessary expenses i n- curred for the defense of a "suit" seeking damages to which this insurance applies, that we would have paid had we been able to ex- ercise our right and duty to defend. If the insured becomes legally obligated to pay sums because of damages to which this insurance applies in a part of the "coverage territory" that is outside the United States of America (including its territories and posses- sions), Puerto Rico or Canada, and we are prevented by law, or otherwise, from paying such sums on the insured's behalf, we will re- imburse the insured for such sums. 2.All payments or reimbursements we make for damages because of judgments or settl e- ments will be made in U.S. currency at the prevailing exchange rate at the time the i n- sured became legally obligated to pay such sums. All payments or reimbursements we make for expenses under Supplementary Payments will be made in U.S. currency at the prevailing exchange rate at the time the expenses were incurred. 3.Any disputes between you and us as to whether there is coverage under this policy must be filed in the courts of the United States of America (including its territories and possessions), Puerto Rico or Canada. 4.The insured must fully maintain any coverage required by law, regulation or other governmen- tal authority during the policy period, except for reduction of the aggregate limits due to pay- ments of claims, judgments or settlements. Failure to maintain such coverage required by law, regulation or other governmental authori- ty will not invalidate this insurance. However, this insurance will apply as if the required coverage by law, regulation or other govern- mental authority was in full effect. For purposes of this coverage only, the following is added to Paragraph 4.b.(1)(a) under Other Insurance of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS within the COMMERCIAL GENERAL LIABILITY COVER- AGE FORM: If the insured's liability to pay damages is deter- mined in a "suit" brought outside the United States of America (including its territories and possessions), Puerto Rico or Canada; or That is coverage required by law, regulation or other governmental authority in a part of the "coverage territory" that is outside the United States of America (including its territories and possessions), Puerto Rico or Canada. For purposes of this coverage only, Paragraph 4. of SECTION V — DEFINITIONS within the COMMERCIAL GENERAL LIABILITY COVER- AGE FORM is replaced by : 4."Coverage territory" means anywhere in the world with the exception of any country or j u- risdiction which is subject to trade or other economic sanction or embargo by the United States of America. Q.BODILY INJURY REDEFINITION Paragraph 3. of SECTION V. — DEFINITIONS within the COMMERCIAL GENERAL LIABILITY COVERAGE FORM is replaced by : 3."Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish, injury or illness or emotional distress and/or death resulting from any of these at any time. R.INSURED CONTRACT — LEASE OF PREMISES Paragraph 9.a. of SECTION V — DEFINITIONS within the COMMERCIAL GENERAL LIABILITY COVERAGE FORM is replaced by : 9."Insured contract" means: a.a contract for lease of premises. Howev- er, that portion of the contract for a lease of premises that indemnifies any person or organization for "property damage" by fire; smoke from a "hostile fire", expl o- sion; lightning; smoke resulting from such explosion or lightning; collision by "mobile equipment" or leakage from fire protection systems to premises while rented to you or temporarily occupied by you with pe r- mission of the owner is not an "insured contract". S.LIBERALIZATION If we revise this endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. Policy Number: CGA1414883 Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 82 24 05 12 T.GOOD SAMARITAN SERVICES 1.Under SECTION II — WHO IS AN INSURED, paragraph 2.d., the following is added: This exclusion does not apply to your em- ployees or volunteer workers, other than an employed or volunteer physician, rendering "Good Samaritan services". 2.The following definition is added to SECTION V — DEFINITIONS: "Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded or received. Policy Number: CGA1414883 Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 COMMERCIAL GENERAL LIABILITY CG 81 02 08 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 81 02 08 05 Includes copyrighted material of Insurance Services Office Inc., with its permission. Copyright, Insurance Services Office, Inc. 2002 Page 1 of 2 CONTRACTORS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization (called additional insured) whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be: 1.Currently in effect or becoming effective during the term of this policy; and 2.Executed prior to the “bodily injury”, “property damage” or “personal and advertising injury”. B.The insurance provided to the additional insured is limited as follows: 1.That person or organization is an additional insured only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused in whole or in part, by: a.Your acts or omissions; or b.The acts or omissions of those acting on your behalf. in the performance of your operations for the additional insured. 2.The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3.The coverage provided to the additional insured by this endorsement and paragraph f. of the definition of “insured contract” under DEFINITIONS (SECTION V) do not apply to “bodily injury” or “property damage” arising out of the “products-completed operations hazard” unless required by the written contract or written agreement. 4.The insurance provided to the additional insured does not apply to: “Bodily injury”, “property damage”, or “personal and advertising injury” arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: a.The preparing, approving, or failure to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and b.Supervisory, inspection, architectural or engineering activities. 5.We have no duty to defend or indemnify an additional insured under this endorsement: a.For any liability due to negligence attributable to any person or entity other than you or those acting on your behalf in the performance of your operations for the additional insured. b.For any loss which occurs prior to our named insured commencing operations at the location of the loss. c.Until we receive written notice of a claim or “suit” from the additional insured as required in the Duties In The Event of Occurrence, Offense Claim or Suit Condition. C.As respects the coverage provided under this endorsement, the COMMERCIAL GENERAL LIABILITY CONDITIONS (SECTION IV) are amended as follows: 1.The following is added to the Duties In The Event of Occurrence, Offense, Claim or Suit Condition: An additional insured under this endorsement will as soon as practicable: Policy Number: CGA1414883 Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 Page 2 of 2 Includes copyrighted material of Insurance Services Office Inc., with its permission. Copyright, Insurance Services Office, Inc. 2002 CG 81 02 08 05 (1)Give written notice of an occurrence or an offense to us which may result in a claim or “suit” under this insurance; (2)Agree to trigger or activate any other insurance which the additional insured has, which is primary, for a loss we cover under this Coverage Part by tendering the defense to the insurers of all such other insurance. 2.As respects the coverage provided under this endorsement, Paragraph 4.b. of the Other Insurance Condition is deleted and replaced by the following: 4. Other Insurance b. Excess Insurance This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless the written contract or agreement described in A. above specifically requires that this insurance be provided on either a primary basis or a primary and noncontributory basis. Policy Number: CGA1414883 Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 CA-BA-2003 (12-20) © , 2020 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 6 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE ENHANCEMENT Name of Insured: Policy Number: Endorsement Number: Effective Date of Endorsement: Name of Insurer: This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PRELIMINARY STATEMENT – This endorsement broadens coverage provided under the Coverage Form. However, further limitations and exclusions may apply to these coverages. Read all provisions of this endorsement and the entire policy carefully to determine all rights, duties, coverages and limitations provided. A.BROADENED WHO IS AN INSURED N.LOAN/LEASE PAYOFF COVERAGE B.NEWLY ACQUIRED OR FORMED ORGANIZATIONS O.CUSTOM SIGNS AND DECORATIONS C.LIABILITY COVERAGE EXTENSIONS SUPPLEMENTARY PAYMENTS P.HIRED AUTO PHYSICAL DAMAGE D.FELLOW EMPLOYEE COVERAGE Q.EXTENDED EMPLOYEE HIRED AUTO PHYSICAL DAMAGE E.POLLUTION LIABILITY – BROADENED COVERAGE FOR COVERED AUTOS R.EXTRA EXPENSE – STOLEN AUTOS F.EXTENDED TOWING S.PARKED AUTO COLLISION WAIVER OF DEDUCTIBLE G.PHYSICAL DAMAGE COVERAGE EXTENSIONS T.DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS H.RENTAL REIMBURSEMENT U.WAIVER OF SUBROGATION I.AIRBAG COVERAGE V.CANCELLATION CONDITION J.AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT W.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS K.TAPES, RECORDS AND DISCS COVERAGE X.POLICY PERIOD, COVERAGE TERRITORY L.PHYSICAL DAMAGE DEDUCTIBLE – SINGLE DEDUCTIBLE AND GLASS REPAIR Y.DEFINITION OF BODILY INJURY AMENDED M.PERSONAL EFFECTS COVERAGE CSG Consultants, Inc. 12/4/2023 North Pointe Insurance Company 161001088 Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 CA-BA-2003 (12-20) © , 2020 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 6 PROVISIONS A.BROADENED WHO IS AN INSURED SECTION II — COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured is amended by the addition of the following: Employees As Insureds Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. Employee Hired Auto Any "employee" of yours is an "insured" while using an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. Additional Insured By Written Contract Any person or organization to whom you are required by a written contract or agreement to provide additional insured status is an "insured" under Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under Section II.A.1. Who Is An Insured of this Coverage Form. The written contract or agreement must be in effect during the policy period shown in the Declarations and must have been executed prior to the "bodily injury" or "property damage". B.NEWLY ACQUIRED OR FORMED ORGANIZATIONS Throughout this policy, the words “you” and “your” also refer to any subsidiary organization you newly acquire or form and over which you maintain 50% or more ownership interest, but only if there is no similar insurance available to that organization. However: 1.“Insured” does not include any subsidiary organization where similar insurance is unavailable because the organization has exhausted that policy’s limits of insurance or the other carrier has become insolvent. 2.The coverage does not apply to an "accident" which occurred prior to your acquisition or formation of the organization. 3.Unless you notify us to add coverage to your policy, the coverage under this provision is afforded only until: a.The 180th day after you acquire or form the organization, or b.The end of the policy period, whichever is earlier. C.LIABILITY COVERAGE EXTENSIONS SUPPLEMENTARY PAYMENTS SECTION II — COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Paragraphs (2) and (4) are replaced by the following: (2)Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. D.FELLOW EMPLOYEE COVERAGE SECTION II — COVERED AUTOS LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire that is not a bus, motorcycle or van used to transport “employees”. This Fellow Employee Coverage is excess over any other collectible insurance. E.POLLUTION LIABILITY — BROADENED COVERAGE FOR COVERED AUTOS 1.SECTION II – COVERED AUTOS LIABILITY COVERAGE, B. Exclusions is amended as follows: a.11. Pollution, Paragraph a. applies only to liability assumed under a contract or agreement. b.With respect to the coverage afforded by Paragraph 1.a. above, 6. Care, Custody Or Control does not apply. 2.Changes in Definitions For the purposes of this endorsement, SECTION V — DEFINITIONS, Paragraph D. is replaced by the following: D."Covered pollution cost or expense" means any cost or expense arising out of: 1.Any request, demand, order or statutory or regulatory requirement that any "insured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants"; or Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 CA-BA-2003 (12-20) © , 2020 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 6 2. Any claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to or assessing the effects of "pollutants". "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": a. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto the covered "auto"; or b. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraphs a. and b. above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (2) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. This Pollution Liability Coverage is subject to an Annual Aggregate Limit of Liability of $100,000. F. EXTENDED TOWING SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 2. Towing And Labor is replaced by the following: 2. Extended Towing And Labor We will pay for towing and labor costs each time a covered "auto" is disabled. All labor must be performed at the place of disablement. The most we will pay under this Extended Towing coverage is $750 per occurrence. No deductible applies to this coverage. G. PHYSICAL DAMAGE COVERAGE EXTENSIONS SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions is amended as follows: a. Transportation Expenses The amount we will pay for temporary transportation expense is increased to $75 per day to a maximum of $3,000. b. Loss of Use Expenses The amount we will pay for loss of use is increased to $75 per day and to a maximum limit of $1,000. H. RENTAL REIMBURSEMENT 1. This coverage applies only to a covered "auto" described or designated in the Schedule or in the Declarations as carrying physical damage coverage. 2. We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of "loss" to a covered "auto". Payment applies in addition to the otherwise applicable amount of coverage you have on each covered "auto". 3. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: a. The number of days reasonably required to repair or replace the covered "auto". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you; or b. 30 days. 4. Our payment is limited to the lesser of the following amounts: a. Necessary and actual expenses incurred; or b. $75 per day 5. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 6. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 CA-BA-2003 (12-20) © , 2020 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 6 under SECTION III — PHYSICAL DAMAGE COVERAGE in Paragraph A.4. Coverage Extensions. No deductible applies to this coverage. I. AIRBAG COVERAGE SECTION III — PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph 3.a. is amended by the addition of the following: This exclusion does not apply to the unintended discharge of an airbag. J. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT SECTION III – PHYSICAL DAMAGE COVERAGE is amended as follows: 1. C. Limits Of Insurance, Paragraph 1.b. is amended as follows: The $1,000 limit is increased to $1,500. 2. D. Deductible does not apply to coverage provided in C. Limits Of Insurance, Paragraph 1.b. K. TAPES, RECORDS AND DISCS COVERAGE SECTION III — PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph 4.a. is replaced by the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment except when the tapes, records, discs or other similar audio, visual or data electronic devices: (1) Are your property or that of a family member, and (2) Are in a covered "auto" at the time of "loss". The most we will pay for "loss" under this Tapes, Records and Discs Coverage is $200. No Physical Damage Coverage deductible applies to this coverage. L. PHYSICAL DAMAGE DEDUCTIBLE — SINGLE DEDUCTIBLE AND GLASS REPAIR SECTION III — PHYSICAL DAMAGE COVERAGE, D. Deductible is replaced by the following: D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations prior to the application of the Limit of Insurance. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. When two or more covered "autos" sustain "loss" in the same occurrence, the total of all the "loss" for all the involved covered "autos" will be reduced by a single deductible, which will be the largest of all the deductibles applying to all such covered "autos." No deductible applies to glass damage if the glass is repaired rather than replaced. M. PERSONAL EFFECTS COVERAGE 1. If you purchase Comprehensive Coverage on this policy for a stolen owned "auto", we will pay up to $1,000 for "personal effects" stolen with the "auto". 2. "Personal effects" as used in this extension means tangible property that is worn or carried by the "insured". "Personal effects" does not include tools, jewelry, money, securities, radar or laser detectors, or tapes, records, discs or similar audio, visual or data electronic equipment. No deductible applies to this coverage. The insurance provided by this extension is excess over any other collectible insurance. N. LOAN/LEASE PAYOFF COVERAGE SECTION III — PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: In the event of a total "loss" to a covered "auto" shown in the Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto", less: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. O. CUSTOM SIGNS AND DECORATIONS In the event of a total “loss” to a vehicle insured for auto physical damage coverage on this policy, in addition to the ACV of the vehicle, we will pay the actual cost to repair or replace signage or custom paint details up to $5,000. Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 CA-BA-2003 (12-20) © , 2020 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 6 P. HIRED AUTO PHYSICAL DAMAGE If hired "autos" are covered "autos" for Liability Coverage and if Physical Damage Coverage of Comprehensive, Specified Causes of Loss, or Collision are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire of like kind and use subject to the following limit: The most we will pay for any one “loss” is the lesser of the following: 1. $100,000 per “accident”; 2. Actual Cash Value; or 3. The cost of repair. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. This Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. Q. EXTENDED EMPLOYEE HIRED AUTO PHYSICAL DAMAGE SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, Paragraph b. is replaced by the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". R. EXTRA EXPENSE – STOLEN AUTOS SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions is amended by the addition of the following: Extra Expense – Stolen Autos We will pay the extra expense of returning a stolen covered “auto” to you if: (1) The Declarations indicates that Comprehensive Coverage is provided for the stolen covered “auto”; or (2) The Declarations indicates that Specified Causes of Loss is provided for the stolen covered “auto”. However, the most we will pay for any extra expense under this Coverage Extension is $1,000. S. PARKED AUTO COLLISION WAIVER OF DEDUCTIBLE SECTION III – PHYSICAL DAMAGE COVERAGE, Paragraph D. Deductible is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to a covered "auto" of the private passenger type or light weight truck with a maximum gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer while it is: 1. In the charge of an "insured"; 2. Legally parked; and 3. Unoccupied. The "loss" must be reported to the police within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization in the automobile business. T. DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS SECTION IV — BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit Or Loss, Paragraph a. is replaced by the following: a. In the event of "accident", claim, "suit" or "loss", you, your insurance manager or any other person you designate must give us or our authorized representative prompt notice of such "accident" or "loss". Include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Knowledge of an "accident", claim, "suit" or "loss" by your agent, servant or "employee" shall not be considered knowledge by you unless you, your insurance manager or any other person you designate has received notice of the "accident", claim, "suit" or "loss" from your agent, servant, or "employee". Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 CA-BA-2003 (12-20) © , 2020 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 6 U. WAIVER OF SUBROGATION SECTION IV — BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us is amended as follows: This condition does not apply to any person or organization to which you waived this condition by written contract or agreement, but only to the extent that subrogation is waived prior to the "accident" or "loss" under a contract with that person or organization. V. CANCELLATION CONDITION Subject to any statute or regulation requiring a longer time period, if we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 90 days prior to the effective date of cancellation. W. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions, 2. Concealment, Misrepresentation Or Fraud is amended by the addition of the following: Any unintentional failure to disclose all exposures or hazards existing as of the effective date of this Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. X. POLICY PERIOD, COVERAGE TERRITORY SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions, 7. Policy Period, Coverage Territory is replaced by: 7. Policy Period, Coverage Territory Under this Coverage Form, we cover "accidents" and "losses" occurring: a. During the policy period shown in the Declarations; and b. Within the coverage territory. The coverage territory is: (1) The United States of America; (2) The territories and possessions of the United States of America; (3) Puerto Rico; (4) Canada; and (5) Anywhere else in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 30 days or less, provided that the "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada, or in a settlement we agree to. We also cover "loss" to, or "accidents" involving, a covered "auto" while being transported between any of these places. Y. DEFINITION OF BODILY INJURY AMENDED SECTION V — DEFINITIONS, Paragraph C. is replaced the following: C. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish, injury or illness or emotional distress and/or death resulting from any of these at any time. None of the extensions provided under this coverage endorsement apply if coverage is more specifically identified elsewhere in the policy or endorsements, for which a premium charge is made or a higher limit is identified. Under no circumstances is any limit provided under this extension to be combined with a limit provided elsewhere in the policy or endorsements. All other terms and conditions of this policy remain unchanged. Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 COMMERCIAL AUTO CA 80 02 05 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 80 02 05 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 ADDITIONAL INSURED BY CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. ADDITIONAL INSURED BY CONTRACT OR AGREEMENT Paragraph A.1. Who Is an Insured of SECTION II — LIABILITY COVERAGE is amended to in- clude the following: Any person or organization to whom you become obligated to include as an additional insured un- der this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with re- spect to liability arising out of your operations or premises owned by or rented to you. However, the insurance provided will not exceed the lesser of: 1.The coverage and/or limits of this policy, or 2.The coverage and/or limits required by said contract or agreement. Policy Number: 161001088 Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not en - force 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No.Endorsement No. Insured Premium $ Insurance Company Countersigned by WC 00 03 13 (Ed. 4-84)Copyright 1983 National Council on Compensation Insurance. Blanket Waiver of Subrogation as required by written contract. 12/4/2023 152000753 CSG Consultants, Inc. Praetorian Insurance Company Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 INTERLINE FORM IL 70 24 06 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IL 70 24 06 12 Page 1 of 1 AMENDMENT — NOTICE TO OTHERS OF CANCELLATION SCHEDULE* Name and Address of Person or Organization Number of Days Notice *Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations. The following is added to the policy: A.If we cancel the policy by notice to the first Named Insured, for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the person(s) or or- ganization(s) shown in the Schedule above. B.Any copy of notice per paragraph A. above will be mailed or delivered: 1. To the address corresponding to each person or organization indicated in the Schedule above; and 2. At least the number of days set forth in the Schedule prior to the cancellation date appli- cable to the policy, as advised in our notice to the first Named Insured. C.If notice per paragraph A. is mailed, proof of mail- ing will be sufficient proof of notice. D.Written notices mailed or delivered by us pursuant to the terms of this endorsement are intended only to be an advance notification to the person(s) or organization(s) named in the Schedule of this en- dorsement in the event of a pending cancellation and shall not operate or be deemed to benefit, di- rectly or indirectly, any person or organization not named in the Schedule above. All other terms and conditions of the policy remain unchanged. City of Gilroy, Attn: Ogarita/City of Gilroy, 7351 Rosanna Street, Gilroy, CA 95202 30 Policy Number: CGA1414883 161001088 152000753 Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -1- 4845-8215-5540v1 MDOLINGER\04706083 SECOND AMENDMENT TO THE AGREEMENT WITH CSG CONSULTANTS, INC. FOR FRONTIER CABLE ENCROACHMENT PERMIT PLAN REVIEW AND INSPECTION SERVICES WHEREAS, the City of Gilroy, a municipal corporation (“City”), and CSG Consultants, Inc. entered into that certain agreement entitled “Agreement for Services”, effective on October 1, 2022, hereinafter referred to as “Original Agreement”; and WHEREAS, City and CSG Consultants, Inc. have determined it is in their mutual interest to amend certain terms of the Original Agreement. NOW, THEREFORE, for valuable consideration, the parties hereto agree as follows: 1. Article 1 (Term of Agreement) of the Original Agreement shall be amended to read as follows: “This Agreement will become effective on October 1, 2022 and will continue in effect through October 31, 2025 unless terminated in accordance with the provisions of Article 7 of the original 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. 2. This Amendment shall be effective on November 1, 2024. 3. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control. 4. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below. CITY OF GILROY CSG Consultants, Inc. By: By: [signature] [signature] Jimmy Forbis Hatem Ahmed [employee name] [name] City Administrator Vice President/Principal [title/department] [title] Date: Date: Approved as to Form ATTEST: 9/4/2024 Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 9/15/2024 -2- 4845-8215-5540v1 MDOLINGER\04706083 City Attorney City Clerk Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 CSG Engineering Division Hourly Rates Calendar Year 2024 San Francisco Bay Area CSG Consultants’ services are billed on a time-and-materials basis according to our standard rates, shown below. PROFESSIONAL ENGINEERING SERVICES HOURLY RATE Administrative Assistant $90 Analyst $150 Construction Inspector $165 Assistant Resident Engineer $195 Assistant Engineer $165 Associate Engineer $200 Associate Surveyor $195 Senior Construction Inspector $185 Senior Engineer $220 Senior Land Surveyor $220 Resident Engineer $240 Structure Representative $240 Senior Project Manager $245 Principal Engineer $270 Senior Principal Engineer $290 Two-Person Survey Crew $395 All hourly rates include overhead costs including, but not limited to, salaries, benefits, workers’ compensation insurance, travel and office expenses. CSG will coordinate the pickup and return of plans between CSG and agency offices. Overtime services and services provided outside of normal business hours will be billed at 1.5x the applicable hourly rate. On July 1 of each year following the contract start year, CSG will initiate a rate increase based on change in CPI for the applicable region. CSG will deliver an invoice every month for services rendered during the previous month. Attachment 1Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -1- 4845-8215-5540v1 MDOLINGER\04706083 FIRST AMENDMENT TO THE AGREEMENT WITH CSG CONSULTANTS, INC. FOR FRONTIER CABLE ENCROACHMENT PERMIT PLAN REVIEW AND INSPECTION SERVICES WHEREAS, the City of Gilroy, a municipal corporation (“City”), and CSG Consultants, Inc. entered into that certain agreement entitled “Agreement for Services”, effective on October 1, 2022, hereinafter referred to as “Original Agreement”; and WHEREAS, City and CSG Consultants, Inc. have determined it is in their mutual interest to amend certain terms of the Original Agreement. NOW, THEREFORE, for valuable consideration, the parties hereto agree as follows: 1. Article 1 (Term of Agreement) of the Original Agreement shall be amended to read as follows: “This Agreement will become effective on October 1, 2022 and will continue in effect through October 31, 2024 unless terminated in accordance with the provisions of Article 7 of the original 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. 2. This Amendment shall be effective on November 1, 2023. 3. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control. 4. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below. CITY OF GILROY CSG Consultants, Inc. By: By: [signature] [signature] Jimmy Forbis Hatem Ahmed [employee name] [name] City Administrator Vice President/Principal [title/department] [title] Date: Date: Approved as to Form ATTEST: 10/12/2023 DocuSign Envelope ID: 3DBD10B0-5749-4940-8C75-A2D04D717F4F 10/12/2023 Docusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -2- 4845-8215-5540v1 MDOLINGER\04706083 City Attorney City Clerk DocuSign Envelope ID: 3DBD10B0-5749-4940-8C75-A2D04D717F4FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 6th day of October, 2022, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: CSG Consultants, Inc., having a principal place of business at 550 Pilgrim Drive, Foster City, CA 94404. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on 10/1/2022 and will continue in effect through 10/31/2023 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 CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit “A” (“Specific Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit “C” (“Milestone Schedule”). B. Method of Performing Services CONSULTANT 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 CONSULTANT’S services. DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -2- 4835-2267-0361v1 LAC\04706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT’S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONSULTANT exceed $419,765.00. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -3- 4835-2267-0361v1 LAC\04706083 ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONSULTANT’S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) 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 DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -4- 4835-2267-0361v1 LAC\04706083 set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage for a minimum of five (5) years after completion of work, which 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, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT’S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT’S behalf; • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers’ compensation insurance on behalf of CONSULTANT. DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -5- 4835-2267-0361v1 LAC\04706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT’S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant’s Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’ receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT’S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT 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 CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT’S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -6- 4835-2267-0361v1 LAC\04706083 may have, CONSULTANT 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 CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT’s duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -7- 4835-2267-0361v1 LAC\04706083 attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that 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 CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -8- 4835-2267-0361v1 LAC\04706083 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 CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: CITY: CSG Consultants, Inc. CITY OF GILROY By: By: Name: Name: Jimmy Forbis Title: Title: City Administrator Social Security or Taxpayer Identification Number 91-2053749 DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7 Hatem Ahmed Vice President DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Hatem Ahmed, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED/COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written “Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Gary Heap shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT 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 CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT 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 CONSULTANT as provided for in Article 4 of this Agreement. DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -2- 4835-2267-0361v1 LAC\04706083 Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT’S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well-organized, technically and 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 CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -3- 4835-2267-0361v1 LAC\04706083 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 CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY’S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. 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 CONSULTANT 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, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT 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: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Gary Heap, City Engineer/Transportation Engineer City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Hatem Ahmed CSG Consultants, Inc. 550 Pilgrim Drive Foster City, CA 94404 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 CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs. 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 CONSULTANT warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 550 Pilgrim Drive Foster City, CA 94404 phone 650.522.2500 fax 650.522.2599 www.csgengr.com FOSTER CITY | PLEASANTON | SAN JOSE | SACRAMENTO | NEWMAN | ORANGE September 22, 2022 Gary Heap, City Engineer City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 RE: Frontier Cable Encroachment Permit Plan Review -Proposal Dear Gary: CSG Consultants, Inc. is pleased to present this proposal to assist the City of Gilroy for Plan Review and Inspection of the Frontier FTTH Fiber Optic Project. Frontier Fiber proposes to install a total of 300,000 LF (57 miles) of fiber optics within the City of Gilroy Public Right-of-Way. This includes a combination of new trenching, re-use of existing conduit, and overhead installations. Trenching is proposed to be an open micro-trench (rockwheel) but may require directional boring in locations. Work to be performed under this proposal will include the following: Plan Review 1) Initial kick-off meeting with City staff and the Frontier team. 2) Plan Review: • Review plans for conflicts with existing surface improvements. • Review plans for conflicts with existing utilities. Identify utilities that may require potholing prior to construction. • Review plans for consistency with City trench/ resurfacing standards (Based on initial review, Frontier’s details do not conform to the City requirements). Revise plans to show actual pavement resurfacing limits, as opposed to reliance on standard details. • Compare proposed trenching locations against the City’s Trenching Moratorium Map, as well as the upcoming 2022 Pavement Rehabilitation project. Where conflicts exist, require plans to show appropriate pavement resurfacing. Plan should include a restriping/ remarking plan to ensure that replacement striping/ markings match existing (also, confer with staff to determine if changes/ upgrades to existing striping are needed in these locations). • Determine if proposed work will extend thru decorative pavement, in which case directional boring will be requested. • Confirm plans show appropriate repairs to other surface improvements (concrete, pavers, landscaping) where these improvements are impacted. 3) Prepare a comment letter for each review. Meet with staff and/ or the applicant as needed to review comments and how comments will be addressed. 4) Complete subsequent reviews as needed. 5) Review traffic control plans. Provide comment letter and meet with City staff and Frontier as needed. DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 2 6) Attend other meetings as needed. It is presumed that the majority of the existing condition review can be done using GoogleEarth photography. Field visits can be provided as needed. Inspection CSG will provide full time inspection services for this project. This included enforcing approved traffic control plans, documenting the daily work, taking pictures, communicating with the businesses and public and communicating with the City project manager. Inspector will also observe any backfill operation and coordinate material testing when appropriate. CSG has provided these services on several similar Fiber Optic projects in the Bay area. We are hence very familiar with the requirements and nature of this work. of the utmost importance on these types of projects are traffic control, working hours, housekeeping and minimizing public convenience. The inspector will meet with City project manager to understand the working protocol, important issues to City and coordination needs with various departments and stakeholders. Terry Dee Luew is proposed to be the inspector on this project. He brings a thorough and detailed approach that proves very valuable to this project. He will review the plans and pertinent documentation ahead of time, so he is well prepared. Terry is always ahead of the contractor and often times bring up potential issues before they become actual issues. His contractor background is very valuable in that regard. Mark Lander, P.E., will serve as the point of contact for the project, and will oversee plan review work. Nourdin Khayata, P.E., will oversee inspection work. Resumes of CSG staff who will perform plan review and construction work are attached. Fee Our fee for performing the work described above will be on a time and materials basis, based on our 2022 Standard Fee Schedule. Plan Review: We understand that the work will be completed in 50 phases and presume that a separate set of construction drawings and a separate traffic control plan will be provided for each phase. Since the actual documents are not available for review, the effort to review the plans cannot be determined at this time. We have provided a preliminary estimate to review 50 plan sets, for the purpose of determining an initial deposit amount. The estimate is not valid for review of the complete set of plans and will be revised based on the actual number and scope of plan reviews. We recommend an initial deposit of $50,000. Inspection: We understand that construction will start in mid-October and continue thru July 2023. We have allowed for 39 weeks of construction. We will provide an inspector full time (40 hours/ week) for the initial 30 weeks of construction and part time (20/ hours/ week) for the last nine weeks, for a total of 1,380 hours. Again, the estimate is not valid for the full scope of inspection and will be revised based on the actual duration of the work. Thank you for considering CSG Consultants for this work. We look forward to working with you on this project. Please feel free to call me at (650) 522-2562 if you would like to discuss this further. Sincerely, ______________________ Mark Lander, P.E. Senior Principal Engineer DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 3 cc: Hatem Ahmed, P. E. Nourdin Khayata, P.E. Karma Beckham Attachment DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 State Wirecent er Name WO Description Project # Feed or Distribution Project # of Actual Engd Househol ds Permit Status Priority Order Planning Call Month Bore Fiber Cable Placement Hub Cab Flush Grade Handholes Build Year CA GILROY GILROY-2022 FTTH FEEDER RT-4 7578 EIGLEBERRY ST 5300664 Feeder 0 City - Requested 08/01/22 1 Oct 4,911 130,685 0 0 2022 CA GILROY GILROY-FTTH 2022 H4029 611 ROWAN AVE 170SFU 5304084 Distribution 165 City - Requested 08/05/22 2 Nov 5,589 4,734 1 72 2022 CA GILROY GILROY-FTTH 2022 H4032 1000 BYERS ST 155SFU 5304088 Distribution 155 City - Requested 08/05/22 2 Nov 7,749 4,205 1 26 2022 CA GILROY GILRYCAXF FTTH-2022 H4035 610 W. 10TH ST 149 SFU 5304091 Distribution 149 City - Requested 08/05/22 2 Nov 6,934 2,875 1 59 2022 CA GILROY GLRYCAXF-FTTH-2022 H4036 700 GEORGETOWN PL 153SFU 5304092 Distribution 153 City - Requested 08/08/22 2 Nov 8,059 3,281 1 42 2022 CA GILROY GILROY-FTTH 2022 H4005 1080 SUNRISE DR. 186SFU 5304060 Distribution 186 3 Dec 96 3,893 1 5 2022 CA GILROY GILROY-FTTH 2022 H4018 7554 TROON WAY 169SFU 5304073 Distribution 169 3 Dec 126 3,447 1 0 2022 CA GILROY GLRYCAXF FTTH-2022 H4019 7496 SUNNINGDALE WY 274HH 5304075 Distribution 274 3 Dec 0 10,700 1 0 2022 CA GILROY GILROY-FTTH 2022 H4038 750 W 6TH ST 303SFU 5304094 Distribution 303 City - Requested 08/08/22 3 Dec 15,684 6,525 1 167 2022 CA GILROY GILROY-FTTH 2022 H4033 1240 3RD ST 222SFU 5304089 Distribution 222 City - Requested 08/23/22 3 Dec 8,437 5,343 1 96 2022 CA GILROY GILROY-2022 FTTH H4034 7745 WREN AVE 297 SFU 5304090 Distribution 297 City - Requested 08/23/22 3 Dec 11,548 4,910 1 149 2022 CA GILROY GILROY-FTTH 2022 H4006 1200 SUNRISE DR 162SFU 5304061 Distribution 162 4 Jan 1,912 3,988 1 14 2023 CA GILROY GILROY-FTTH 2022 H4007 1560 SUNRISE DR 294SFU 5304062 Distribution 294 4 Jan 6,218 8,171 1 59 2023 CA GILROY GILROY-FTTH 2022 H4009 9202 CREST HILL CT 164SFU 5304064 Distribution 164 4 Jan 6,050 3,828 1 51 2023 CA GILROY GLRYCAXF-FTTH 2022 H4010 9202 CALLE DEL REY 280SFU 5304065 Distribution 280 4 Jan 8,795 4,700 1 84 2023 CA GILROY GILROY-FTTH 2022 H4014 1701 MANTELLI DR 265 SFU 5304069 Distribution 265 4 Jan 8,327 8,700 1 57 2023 CA GILROY GILROY-FTTH 2022 H4028 712 ST CLAR AVE 148SFU 5304083 Distribution 148 4 Jan 4,911 4,568 1 38 2023 CA GILROY GILROY-FTTH 2022 H4031 8225 WREN AVE 112SFU 5304087 Distribution 112 4 Jan 5,104 7,111 1 19 2023 CA GILROY GLRYXF-FTTH 2022 H4002 8445 WATSONVILLE RD 191 SFU 5304056 Distribution 190 5 Feb 6,392 23,600 0 10 2023 CA GILROY GILROY-FTTH 2022 H4008 9401 RANCHO HILLS DR 194SFU 5304063 Distribution 194 5 Feb 9,864 4,302 1 159 2023 CA GILROY GLRYCAXF-FTTH-2022 H4012 9267 ORINDA WAY 163SFU 5304067 Distribution 163 5 Feb 8,633 4,596 1 89 2023 CA GILROY GILROY-FTTH 2022 H4015 1210 WILLOW CT 175SFU 5304070 Distribution 175 5 Feb 9,191 3,128 1 72 2023 CA GILROY GLRYCAXF-FTTH 2022 H4021 3021 CLUB DR 278 SFU 5304077 Distribution 278 5 Feb 3,025 10,500 1 0 2023 CA GILROY GILROY-FTTH 2022 H4025 1395 1ST ST #101 102SFU 5304081 Distribution 102 5 Feb 4,628 4,312 1 24 2023 CA GILROY GLRYCAXF FTTH-2022 H4011 1225 LONGMEADOW DR 330SFU 5304066 Distribution 330 6 Mar 11,951 8,700 1 132 2023 CA GILROY GLRY-FTTH 2022 H4020 1852 CLUB DR GILROY SFU170 5304076 Distribution 170 6 Mar 300 4,500 1 1 2023 CA GILROY GLRYCAXF-FTTH 2022 H4027 1315 CYPRESS CT 261SFU 5304082 Distribution 261 6 Mar 10,057 7,700 1 30 2023 CA GILROY GLRYCAXF-FTTH 2022 H4030 768 SULLIVAN WAY 120 SFU 5304086 Distribution 120 6 Mar 3,268 3,950 1 43 2023 CA GILROY GILROY-FTTH 2022 H4037 7398 CARR PL 310SFU 5304093 Distribution 310 6 Mar 15,555 6,518 1 120 2023 CA GILROY GILROY-FTTH 2022 FEEDER RT-1 5300660 Feeder 0 6 Mar 0 59,724 0 0 2023 CA GILROY GILROY-FTTH 2022 H1007 10435 MONTEREY RD 147SFU 5304041 Distribution 147 7 Apr 3,479 21,495 1 7 2023 CA GILROY GILROY-FTTH 2022 H1008 282 FERRELL AVE 145SFU 5304042 Distribution 145 7 Apr 2,234 3,318 1 35 2023 CA GILROY GILROY-2022 FTTH H1009 9124 CONNELL CT 301 SFU 5304043 Distribution 301 7 Apr 7,596 10,980 1 21 2023 CA GILROY GILROY-2022 FTTH H1010 c 151 SFU 5304044 Distribution 151 7 Apr 0 2,516 1 0 2023 CA GILROY GILROY-FTTH 2022 H4016 1205 CHESBRO WAY 198SFU 5304071 Distribution 188 7 Apr 14,820 5,149 1 101 2023 CA GILROY GLRYCAXF-FTTH 2022 H4017 1408 WELBURN AVE 282 SFU 5304072 Distribution 282 7 Apr 16,861 11,900 1 115 2023 CA GILROY GILROY-FTTH 2022 H4013 2110 MANTELLI DR. 160SFU 5304068 Distribution 160 7 Apr 10,253 13,940 1 0 2023 CA GILROY GILROY-2022 FTTH H1004 8670 NEW AVE 277 SFU 5304037 Distribution 274 8 May 6,597 65,510 0 29 2023 CA GILROY GILROY-FTTH 2022 H1005 8535 MURRAY AVE 156SFU 5304038 Distribution 156 8 May 5,929 4,943 1 67 2023 CA GILROY GILROY-FTTH 2022 H1006 8540 CHURCH ST 156SFU 5304039 Distribution 154 8 May 6,444 2,793 1 49 2023 CA GILROY GILROY-FTTH 2022 FEEDER 7578 EIGLEBERRY ST 0SFU 5300661 Feeder 0 8 May 0 12,946 0 0 2023 CA GILROY GILROY-FTTH 2022 H4004 9968 BOBCAT CT 190SFU 5304058 Distribution 187 8 May 15,818 21,525 0 72 2023 CA GILROY GILROY-FTTH 2022 FEEDER RT-3B 0SFU 5300662 Feeder 0 9 Jun 0 11,793 0 0 2023 CA GILROY GILROY-FTTH 2022 H3006 6495 CHURCH ST GILROY 281HH 5304050 Distribution 281 9 Jun 14,844 5,727 1 70 2023 CA GILROY GILROY-FTTH 2022 H3007 212 W 10TH ST 216SFU 5304051 Distribution 215 9 Jun 2,635 7,503 1 36 2023 CA GILROY GLRYCAXF FTTH 2022 H3008 510 LEWIS ST 94SFU 5304053 Distribution 94 9 Jun 2,909 3,168 1 27 2023 CA GILROY GLRYCAXF FTTH-2022 H3009 7670 FOREST ST 335 SFU 5304054 Distribution 335 9 Jun 5,943 6,500 1 64 2023 CA GILROY GILROY-FTTH 2022 H3001 5595 MESA RD 117SFU 5304045 Distribution 116 10 Jul 6,400 2,206 1 65 2023 CA GILROY GLRYCAXF - FTTH 2002 H3002 702 VINCA CT 143 SFU'S 5304046 Distribution 143 10 Jul 5,262 2,000 1 34 2023 CA GILROY GLRYCAXF FTTH-2022 H3003 1123 SAGARDIA WAY 128HH'S 5304048 Distribution 128 10 Jul 1,213 3,537 1 55 2023 322,551 582,643 43 2,465Totals DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5 Attachment 1 City of Gilroy Frontier Fiber - Encroachment Permit Plan Review/ Inspection 9/22/2022 Task Hours Plan Review Senior Principal Engineer Senior Engineer Associate Engineer Kick-Off Meeting w/ Staff/ Applicant 2 2 2 Plan Review: 50 construction phases, use 50 plan sets, 4 sheets/ set; use 4 hours/ sheet( two reviews) = 800 hours 20 400 400 Traffiic Control Plan Review (50 plans @ 2 hours/ plan)50 50 Meetings: (1/ plan set)25 25 Subtotal: 22 477 477 Hourly Rate $ 260.00 $ 205.00 $ 180.00 Cost 5,720.00$ 97,785.00$ 85,860.00$ Total Hours 976 Subtotal Plan Review*189,365.00$ Inspection Resident Engineer Senior Inspector Pre-Construction Meeting w/ Staff/ Applicant 4 4 Inspection: October 15, 2022 thru July 15, 2022 1380 26 weeks Use 30 weeks at 40hrs/ week = 1200 hours Use 9 weeks at 20hrs/ week = 180 hours Total 920 hours Meetings (1/week, 2 hours/ each) 52 Subtotal: 56 0 1384 Hourly Rate $ 160.00 $ 160.00 Cost 8,960.00$ -$ 221,440.00$ Total Hours 1,440 Subtotal Inspection** 230,400.00$ Total (Preliminary, Subject to Revision)419,765.00$ *The Plan Review Estimate was develped to determine the amount of the initial deposit for plan review. The estimate is not a commitment to complete the full plan review. The plan review will be completed on Time-and-Material basis. The number, scope, and size of the plan sets, as well as the number/ scope of resumbittals, will determine the actual cost. **This is a Preliminary Estimate. The initial deposit for insepction can be determined once the schedule and scope of contrution is known. DocuSign Envelope ID: DEE15486-DB58-4D2B-8981-671ACD0AEFF7DocuSign Envelope ID: BD8E4123-7531-4B5D-9080-3EC429461A7FDocusign Envelope ID: 824E182E-97E0-4CE0-BC76-82D945408DD5