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HomeMy WebLinkAboutAccess Communications Council Chambers Modernization Project June 2021 (1).pdfCity of Gilroy Agreement/Contract Tracking Today’s Date: June 4, 2021 Your Name: Scott Golden Contract Type: Services over $5k - Contractor - NO ENG OR DESIGN Phone Number: 408-763-9106 Contract Effective Date: Date contract goes into effect) 6/9/2021 Contract Expiration Date: 12/31/2021 Contractor / Consultant Name: if an individual’s name, format as last name, first name) Access Communications, Inc Contract Subject: no more than 100 characters) Modernize the Audio – Visual System for the Council Chambers Contract Amount: Total Amount of contract. If no amount, leave blank) 143,467.42 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: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA 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: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA 1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES For contracts over $5,000 – NON-DESIGN, NON-ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this 4th day of June, 2021, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Access Communications, Inc., having a principal place of business at 976 Rincon Circle, San Jose, CA 95131. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on June 9, 2021 and will continue in effect through December 31, 2021 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. ______ Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY’S employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit “A” (“Specific Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit C” (“Milestone Schedule”). B. Method of Performing Services CONTRACTOR shall determine the method, details and means of performing the above-described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONTRACTOR’S services. DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA 2- 4835-2267-0361v1 LAC\04706083 C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR’S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR’S assistants in the performance of those services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR’S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONTRACTOR exceed $143,467.42. B. Invoices CONTRACTOR shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment will be made unless CONTRACTOR has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONTRACTOR of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONTRACTOR shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR’S costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA 3- 4835-2267-0361v1 LAC\04706083 ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONTRACTOR agrees to provide workers’ compensation insurance for CONTRACTOR’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONTRACTOR’S employees. C. Indemnification of Liability, Duty to Defend As to all liability, to the fullest extent permitted by law, CONTRACTOR shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONTRACTOR or CONTRACTOR’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof. As a condition precedent to CITY’S obligations under this Agreement, CONTRACTOR shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA 4- 4835-2267-0361v1 LAC\04706083 E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONTRACTOR is not CITY’S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: CITY will not withhold FICA (Social Security) from CONTRACTOR’S payments; CITY will not make state or federal unemployment insurance contributions on CONTRACTOR’S behalf; CITY will not withhold state or federal income tax from payment to CONTRACTOR; CITY will not make disability insurance contributions on behalf of CONTRACTOR; CITY will not obtain workers’ compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR’S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR’s Business/ Death of CONTRACTOR. CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR’s business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’ receipt of such notice of sale. DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA 5- 4835-2267-0361v1 LAC\04706083 If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR. B. Termination by City for Default of CONTRACTOR Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written notification to CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONTRACTOR’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONTRACTOR’S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C” which have been fully, competently and timely rendered by CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR’S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONTRACTOR for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONTRACTOR, at the CONTRACTOR’S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONTRACTOR to CITY. D. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONTRACTOR’s duties by any new CONTRACTOR hired by the CITY to complete such services. DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA 6- 4835-2267-0361v1 LAC\04706083 ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONTRACTOR shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONTRACTOR agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA 7- 4835-2267-0361v1 LAC\04706083 F. Conflict of Interest CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONTRACTOR for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. 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. DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA 8- 4835-2267-0361v1 LAC\04706083 L. Waiver CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONTRACTOR: CITY: Access Communications, Inc. CITY OF GILROY By: By: Name: John Saitta Name: Title: Senior Account Executive Title: Social Security or Taxpayer Identification Number 77-0562390 Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA City Administrator Jimmy Forbis 1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR shall provide the services indicated on the attached Exhibit “B”, Scope of Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONTRACTOR agrees to assign Paul Gray, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONTRACTOR shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED/COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR shall commence the Services upon delivery to CONTRACTOR of a written Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Scott Golden shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY shall so inform CONTRACTOR within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit “C”. IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement. DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA 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. CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR’S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well-organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA 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 CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR’S disclosure thereof) shall be deemed confidential. CONTRACTOR shall not use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY’S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONTRACTOR may retain and use copies thereof subject to Section V.D of this Exhibit “A”. CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA 4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Scott Golden City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: John Saitta Access Communications, Inc. 976 Rincon Circle San Jose, CA 95131 I. FEDERAL FUNDING REQUIREMENTS. If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONTRACTOR warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA 1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES Proposal #: AV16167-4 Proposal #: AV16326 DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA 1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE Payment requirements are 50% due prior to procurement of any materials and contract acceptance with the remaining 50% due Net30 days upon project completion. DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA License #754986 Access Communications, Inc. Technology Infrastructure / Audio Visual Integration www.access-comm.net 976 Rincon Circle, San Jose, CA 95131 Tel: 408 970-0970 Toll free: 800-342-4439 Fax: 408 970-0941 City of Gilroy March 1, 2021 Patricia Pretell Purchasing Coordinator 7351 Rosanna Street Gilroy, CA 95020-6197 Proposal #: AV16167-4 Regarding: Proposed Budget for Audiovisual Installation Services for: 18-RFP-AD-411 Modernize the Audio – Visual System for the Council Chambers: ACI would like to thank “The City of Gilroy” for the opportunity to present our proposed IP based solution for your Modernization of the City Council Chambers Audio Visual System. This project will involve the blended integration of the existing system with enhancements that will feature an IP based audio-visual solution. This solution will help to enhance the in chambers experience, extend your reach to your residence and ensure compliance. This will include features detailed in the body of this proposal to address the request for proposal. We greatly appreciate your review and thank you in advance for your consideration. System Functional Overview - Scope of Work Council Chambers – AV16167 Main System Display System There is an existing, installed owner furnished projector and screen, there are not considerations for this element in our proposal. ACI will provide and install one (1) ea. professional grade NEC 6500 lumen laser projector with one (1) ea. 130” diagonal 16:10 borderless projection screen. These screens will be wall mounted and viewable to both the council members and audience. ACI will provide and install one (1) 75” NEC LED Display mounted to the side of the Council Chambers. Video System ACI shall provide and install a one (1) ea. Crestron Digital Matrix that will feature support for the required inputs and outputs for this project. There will be two (2) ea. auto switching HDMI 4K capable transmitters, one at the clerks’ desk and one at the guest lectern. There will be two (2) ea. receiver/scalers for the projector locations. The same image will be displayed across all nine monitors at the council member stations. There are cameras in the chamber space that will remain in place and no changes will be made to those cameras. DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA www.access-comm.net 976 Rincon Circle, San Jose, CA 95131 Tel: 408 970-0970 Toll free: 800-342-4439 Fax: 408 970-0941 2 Audio System ACI shall provide and install a server-based audio DSP solution that will allow for future system expansion. All existing eleven (11) owner furnished gooseneck microphones will be repurposed. These microphones will be connected to the new server-based DSP system. ACI will provide a wireless microphone system that will include one (1) ea. wireless lavaliere microphone and one (1) ea. wireless handheld microphone. ACI will provide and install one (1) ea. multi-channel audio amplifier that will be used to create configurable zones based on requirements. ACI will provide and install four (4) ea. surface mounted directional speakers to provide audio support for audience members and three (3) ea. in-ceiling speakers to provide audio support for council members. ACI has included an RF based assisted listening system to support ADA compliance. Seven 7) ea. wireless receivers with lanyards and one (1) ea. 12-unit charging station will be provided by ACI as well. Control System ACI will provide one (1) ea. 10” touch panel at the Clerks Desk, one (1) ea. 7” touch panel at the Podium and one (1) ea. in the Control Room. These touch panels will be programmed to control all systems in a simple and intuitive man ner for the end-user, respective to each of their locations. Remote Conferencing Option ACI will provide USB video and audio connectivity for Video Conferencing for but not limited to Zoom. Rack Mounting System ACI will repurpose the majority of the existing OFE rack equipment and supplement minor accessories where needed. TAC Construction Services prepare for left 130" 16:10 ratio screen - for fixed screen/no electrical prepare for right 130" 16:10 ratio screen - need dimensions remove all existing cabling that is being replaced for: mics at the 9 seats only audio for the 4 ceiling mounted speakers run phone wire to headend area prepare podium for touch panel DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA www.access-comm.net 976 Rincon Circle, San Jose, CA 95131 Tel: 408 970-0970 Toll free: 800-342-4439 Fax: 408 970-0941 3 sort out the electrical at the headend / need 4ea 20amp circuits put casters on short rack for mic setup maybe add casters to single rack in headend remove 5 upper spotlights that are not currently being used run 1 additional cat6 cable to each of the 3 cameras-optional Add 75" Monitor to right side with electric and monitor mount only Add ladder tray and gutters for cabling to main racks in HE Clean up network wiring on wall Provide and install wall mount rack for network Put caster base on short rack that is located in front of the auditorium sheetrock and texture paint Main System Total $109,091.94 Camera Infrastructure and Control Upgrade – The Camera System upgrade is now applied to Proposal # AV16326 Add/Alternate for Council Displays ACI will provide and install nine (9) ea. 23” displays with table stands at each council member station, one (1) ea. at the clerks station and two (2) ea. in the Control Room for preview and program viewing. Council Displays $4,883.20 DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA www.access-comm.net 976 Rincon Circle, San Jose, CA 95131 Tel: 408 970-0970 Toll free: 800-342-4439 Fax: 408 970-0941 4 Assumptions 1. Customer shall provide up to date reflected ceiling, power and furniture plans. 2. Building and room access during scheduled work hours. 3. Customer appointed onsite contact person to coordinate schedules and changes. 4. Cable paths to be provided by others prior to project start date. 5. All project electrical requirements to be provided by others prior to project start date. 6. All ceiling, walls and structural members that support audio visual equipment are assumed to be vibration free. 7. Proper parking access and availability for company vehicles. 8. Customer shall provide sufficient and secure equipment storage for the duration of the project. 9. All owner furnished equipment shall be provided on time and in good working condition for proper and timely system integration. Warranty Information 1. ACI warrants all equipment installation and cabling terminations to be free from defect for a period of one year after final acceptance or beneficial use of equipment by customer, whichever comes first. 2. The Audio Visual system installation and equipment supplied under the specifications of this proposal carries a standard 1 year warranty. 3. ACI shall process and handle in a timely manner the warranty and repair/replacement of all equipment specified in this proposal that becomes defective within the warranty period at the standard ACI rate. 4. This warranty will become void if the audio visual system or any equipment of such system that is specified in this proposal is serviced by an unauthorized entity other than ACI. 5. The LED video wall manufacture includes spares for the LED video wall that will reside in the AV closet and be available for hot spare replacement. Cost Summary - Proposal # AV16167-R4 Audio Visual Equipment & Material Price: $ 56,942.09 Equipment Tax (Gilroy @ 9%): $ 5,124.79 Freight: $ 1,708.26 Audio Visual Professional Services: $ 50,200.00 Audio Visual Project Investment: $ 113,975.14 DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA www.access-comm.net 976 Rincon Circle, San Jose, CA 95131 Tel: 408 970-0970 Toll free: 800-342-4439 Fax: 408 970-0941 5 General Conditions and Terms 1. This proposal is based on conditions associated with the site visit. 2. The prices in this proposal are valid for thirty (30) days. 3. Labor rates identified in this proposal are based on regular hours of operation from 7:00am to 5:00pm, on a Monday – Friday basis. 4. All work operations above and beyond the work stated above shall require a change order. 5. ACI will provide all applicable insurance forms in the name of the client and/or all associated parties. 6. This proposal contains confidential information, in consideration of receipt of this information the recipient agrees not to duplicate and/or make this information available to persons not related to its evaluation. Acceptance The prices and specifications of this proposal are accepted. Payment requirements are 50% due prior to procurement of any materials and contract acceptance with the remaining 50% due Net30 days upon project completion. Acceptance of the proposal will require a signature and P.O. # agreeing to the scope of work, general conditions and terms within this proposal, prior to project start date. ACI reserves the right to submit progress billing based on the material and labor provided to date. If any materials are returned or turned away by the customer, which were ordered according to the scope of work requested by the customer, they will be charged a Restocking Fee of 25% of the material cost. This Fee would be waived only if ACI ordered the material in error or if the manufacturer damaged the material. Any delays due to miscommunication of timelines, general contractor, other tradesmen on the project, or additional materials needed for the project that were left off the original scope by the customer, will occur any additional costs or time billed to this project at the expense of the customer. occur any additional costs or time billed to this project at the expense of the customer. Authorized Signature ______________________________________________ Date: _______________ Name and Title ___________________________________________________P.O. #: ______________ Upon acceptance of this proposal, please sign, date, assign PO #, email or and fax back. Thank you! Paul Gray | CTS Audio Visual General Manager John Saitta | Sr AE | 408-348-0018 m Access Communications, Inc. | CA Lic.754986 | AZ Lic.295841 Technology Infrastructure | Audio Visual Integration 976 Rincon Circle, San Jose CA. 95131 Cell 408 712-7152 www.access-comm.net DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA License #754986 Access Communications, Inc. Technology Infrastructure / Audio Visual Integration www.access-comm.net 976 Rincon Circle, San Jose, CA 95131 Tel: 408 970-0970 Toll free: 800-342-4439 Fax: 408 970-0941 City of Gilroy March 31, 2021 Patricia Pretell Purchasing Coordinator 7351 Rosanna Street Gilroy, CA 95020-6197 Proposal #: AV16326 Regarding: Camera Controller System Replacement ACI would like to thank “The City of Gilroy” for the opportunity to present our proposed IP based solution for your Modernization of the City Council Chambers Audio Visual System. This project will involve the blended integration of the existing system with enhancements that will feature an IP based audio visual solution. This solution will help to enhance the in chambers experience, extend your reach to your residence and ensure compliance. This will include features detailed in the body of this proposal to address the request for proposal. We greatly appreciate your review and thank you in advance for your consideration. System Functional Overview - Scope of Work Camera Infrastructure and Control Upgrade – ACI will upgrade the current camera system infrastructure to support more intuitive control of the cameras and video broadcasting system as well as have the capability of high q uality, uncompressed audio and video USB 3.0 streaming. DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA www.access-comm.net 976 Rincon Circle, San Jose, CA 95131 Tel: 408 970-0970 Toll free: 800-342-4439 Fax: 408 970-0941 2 Exclusions and General Provisions 1. Any and all related electrical work, including but not limited to high voltage 110VAC, receptacles, conduit, raceways, electrical boxes, circuit breakers, floor core drilling and electrical hardwire of any devices. 2. Any and all ceiling tile and T-bar work, repair and alteration. 3. Any and all necessary millwork to accommodate Audio Visual equipment mentioned in the scope of work above shall be provided by others. 4. Any and all patching, sanding, painting and repairs/modifications of walls or any surface material related to the project. 5. Any and all concrete saw cutting and penetrations. 6. Any and all roof or ceiling penetrations. 7. Any and all fire sprinkler, HVAC and light fixture relocation. 8. Any and all modifications or alterations to building structural members. 9. All permit fees or bonds related to the project unless specified otherwise in this proposal. 10. Any expedited shipping on equipment unless specified otherwise in this proposal. 11. Any and all furniture relocation/move and storage. Assumptions 1. Customer shall provide up to date reflected ceiling, power and furniture plans. 2. Building and room access during scheduled work hours. 3. Customer appointed onsite contact person to coordinate schedules and changes. 4. Cable paths to be provided by others prior to project start date. 5. All project electrical requirements to be provided by others prior to project start date. 6. All ceiling, walls and structural members that support audio visual equipment are assumed to be vibration free. 7. Proper parking access and availability for company vehicles. 8. Customer shall provide sufficient and secure equipment storage for the duration of the project. 9. All owner furnished equipment shall be provided on time and in good working condition for proper and timely system integration. Warranty Information 1. ACI warrants all equipment installation and cabling terminations to be free from defect for a period of one year after final acceptance or beneficial use of equipment by customer, whichever comes first. 2. The Audio Visual system installation and equipment supplied under the specifications of this proposal carries a standard 1 year warranty. 3. ACI shall process and handle in a timely manner the warranty and repair/replacement of all equipment specified in this proposal that becomes defective within the warranty period at the standard ACI rate. 4. This warranty will become void if the audio visual system or any equipment of such system that is specified in this proposal is serviced by an unauthorized entity other than ACI. 5. The LED video wall manufacture includes spares for the LED video wall that will reside in the AV closet and be available for hot spare replacement. DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA www.access-comm.net 976 Rincon Circle, San Jose, CA 95131 Tel: 408 970-0970 Toll free: 800-342-4439 Fax: 408 970-0941 3 Cost Summary - Proposal # AV16326 Audio Visual Equipment & Material Price: $ 17,616.51 Equipment Tax (Gilroy @ 9%): $ 1585.49 Freight: $ 528.50 Audio Visual Professional Services: $ 2,930.00 Audio Visual Project Investment: $ 22,660.50 General Conditions and Terms 1. This proposal is based on conditions associated with the site visit. 2. The prices in this proposal are valid for thirty (30) days. 3. Labor rates identified in this proposal are based on regular hours of operation from 7:00am to 5:00pm, on a Monday – Friday basis. 4. All work operations above and beyond the work stated above shall require a change order. 5. ACI will provide all applicable insurance forms in the name of the client and/or all associated parties. 6. This proposal contains confidential information, in consideration of receipt of this information the recipient agrees not to duplicate and/or make this information available to persons not related to its evaluation. Acceptance The prices and specifications of this proposal are accepted. Payment requirements are 50% due prior to procurement of any materials and contract acceptance with the remaining 50% due Net30 days upon project completion. Acceptance of the proposal will require a signature and P.O. # agreeing to the scope of work, general conditions and terms within this proposal, prior to p roject start date. ACI reserves the right to submit progress billing based on the material and labor provided to date. If any materials are returned or turned away by the customer, which were ordered according to the scope of work requested by the customer, they will be charged a Restocking Fee of 25% of the material cost. This Fee would be waived only if ACI ordered the material in error or if the manufacturer damaged the material. Any delays due to miscommunication of timelines, general contractor, other tradesmen on the project, or additional materials needed for the project that were left off the original scope by the customer, will occur any additional costs or time billed to this project at the expense of the customer. occur any additional costs or time billed to this project at the expense of the customer. Authorized Signature ______________________________________________ Date: _______________ Name and Title ___________________________________________________P.O. #: ______________ Upon acceptance of this proposal, please sign, date, assign PO #, email or and fax back. Thank you! Paul Gray | CTS Audio Visual General Manager Access Communications, Inc. | CA Lic.754986 | AZ Lic.295841 Technology Infrastructure | Audio Visual Integration 976 Rincon Circle, San Jose CA. 95131 Cell 408 712-7152 www.access-comm.net DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT A/C, No): FAX E-MAILADDRESS: PRODUCER A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: Per accident) Ea accident) N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOSNON-OWNEDHIREDAUTOS SCHEDULEDALLOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY) POLICY EXP( MM/DD/YYYY) POLICYEFFPOLICYNUMBERTYPEOFINSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE AGGREGATE OCCUR CLAIMS-MADE DED RETENTION $ PRODUCTS - COMP/OP AGG GENERAL AGGREGATE PERSONAL & ADV INJURY MED EXP (Any one person) EACH OCCURRENCE DAMAGE TO RENTED $ PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) 1988-2014 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD 05/10/2021 Newfront Insurance Services, LLC 55 2nd Street Floor 18 San Francisco CA 94105 Access Telecomm Systems Inc Access Communications, Inc 976 Rincon Cir San Jose CA 95131 Sasha Yinguez 415) 754-3635 sasha.yinguez@newfront.com Citizens Ins Co of America 31534 Allmerica Fin'l Benefit Ins Co 41840 A OBF-D023515-05 02/28/2021 02/28/2022 1,000,000 300,000 10,000 INCLUDED 2,000,000 2,000,000 B AWF-D182641-04 02/28/2021 02/28/2022 1,000,000 A OBF-D023515-05 02/28/2021 02/28/2022 5,000,000 5,000,000 B W2F-D514779-04 02/28/2021 02/28/2022 1,000,000 1,000,000 1,000,000 Service Agreement: Council Chambers Audio Visual System Modernization City of Gilroy, its officers, officials and employees are named as an additional insured, per the attached endorsement Per Project general aggregate limit applies. City of Gilroy, its officers, officials and employees Gilroy 7351 Rosanna St CA 95020 DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA OBF D023515 5701751 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants.This coverage is subject to the provisions applicable to the Businessowners Coverage Form,except as provided below. The following changes are made to SECTION II - LIABILITY: 1.Additional Insured by Contract,Agreement or Permit The following is added to SECTION II - LIABILITY,C.Who Is An Insured: Additional Insured by Contract,Agreement or Permit a.Any person or organization with whom you agreed in a written contract,written agreement or permit to add such person or organization as an additional insured on your policy 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 your acts or omissions,or the acts or omissions of those acting on your behalf, but only with respect to: 1)"Your work"for the additional insured(s) designated in the contract,agreement or permit; 2)Premises you own,rent,lease or occupy;or 3)Your maintenance,operation or use of equipment leased to you. b.The insurance afforded to such additional insured described above: 1)Only applies to the extent permitted by law;and 2)Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. 3)Applies on a primary basis if that is required by the written contract,written agreement or permit. 4)Will not be broader than coverage provided to any other insured. 5)Does not apply if the "bodily injury", property damage"or "personal and advertising injury"is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission.Page 1 of 6 SUMMARY OF COVERAGES Limits Page 1.Additional Insured by Contract,Agreement or Permit Included 1 2.Additional Insured -Broad Form Vendors 3.Alienated Premises 4.Broad Form Property Damage -Borrowed Equipment,Customers Goods and Use of Elevators 5.Incidental Malpractice (Employed Nurses,EMT's and Paramedics) 6.Personal and Advertising Injury -Broad Form 7.Product Recall Expense Product Recall Expense Each Occurrence Limit Product Recall Expense Aggregate Limit Product Recall Deductible 8.Unintentional Failure to Disclose Hazards 9.Unintentional Failure to Notify Included Included Included Included Included Included 25,000 50,000 500 Included Included 2 3 3 3 4 4 5 5 5 6 6 Aggregate Occurrence DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA c.This provision does not apply: 1)Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", property damage", or "personal injury and advertising injury". 2)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. 3)To any lessor of equipment: a)After the equipment lease expires; or b)If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor. 4)To any: a)Owners or other interests from whom land has been leased if the occurrence" takes place or the offense is committed after the lease for the land expires; or b)Managers or lessors of premises if: i)The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or ii)The "bodily injury", "property damage", "personal injury" or advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. 5)To "bodily injury","property damage" or personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d.With respect to the insurance afforded to these additional insureds, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1.Required by the contract, agreement or permit described in Paragraph a.; or 2.Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e.All other insuring agreements, exclusions, and conditions of the policy apply. 2.Additional Insured - Broad Form Vendors The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured - Broad Form Vendors a.Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b.The insurance afforded to such vendor described above: 1)Only applies to the extent permitted by law; 2)Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; 3)Will not be broader than coverage provided to any other insured; and 4)Does not apply if the "bodily injury", property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c.With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: 1)"Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; 2)Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA OBF D023515 5701751 3)Any physical or chemical change in the product made intentionally by the vendor; 4)Repackaging,unless unpacked solely for the purpose of inspection, demonstration,testing,or the substitution of parts under instruction from the manufacturer,and then repackaged in the original container; 5)Any failure to make such inspection, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; 6)Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; 7)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor; 8)"Bodily injury"or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: a)The exceptions contained within the exclusion in subparagraphs (4)or (6) above;or b)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. 9)"Bodily injury"or "property damage" arising out of an "occurrence"that took place before you have signed the contract or agreement with the vendor. 10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. 11)Any insured person or organization, from whom you have acquired such products,or any ingredient,part or container,entering into,accompanying or containing such products. d.With respect to the insurance afforded to these vendors,the following is added to SECTION II -LIABILITY,D.Liability and Medical Expense Limits of Insurance : The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1.Required by the contract or agreement described in Paragraph a.;or 2.Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3.Alienated Premises SECTION II -LIABILITY,B.Exclusions,1. Applicable To Business Liability Coverage k. Damage to Property,paragraph (2)is replaced by the following: 2)Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises and occurred from hazards that were known by you,or should have reasonably been known by you,at the time the property was transferred or abandoned. 4.Broad Form Property Damage -Borrowed Equipment,Customers Goods,Use of Elevators a.The following is added to SECTION II - LIABILITY,B.Exclusions,1.Applicable To Business Liability Coverage,k.Damage to Property: Paragraph (4)does not apply to "property damage"to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3),(4)and (6)do not apply to property damage"to "customers goods" while on your premises nor to the use of elevators. b.For the purposes of this endorsement,the following definition is added to SECTION II - LIABILITY,F.Liability and Medical Expenses Definitions: 1."Customers goods"means property of your customer on your premises for the purpose of being: a.Worked on;or b.Used in your manufacturing process. c.The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess,contingent or on any other basis. 5.Incidental Malpractice -Employed Nurses,EMT 's and Paramedics SECTION II -LIABILITY,C.Who Is An Insured , paragraph 2.a.(1)(d)does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission.Page 3 of 6 DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 6.Personal Injury - Broad Form a.SECTION II - LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to Personal and Advertising Injury", paragraph e. is deleted. b.SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b.is replaced by the following: b.Malicious prosecution or abuse of process. c.The following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14."Personal and advertising injury": Discrimination" (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: 1)Not done intentionally by or at the direction of: a)The insured; b)Any officer of the corporation, director, stockholder, partner or member of the insured; and 2)Not directly or indirectly related to an employee", not to the employment, prospective employment or termination of any person or persons by an insured. d.For purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1."Discrimination" means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination " does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. e.This coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto. 7.Product Recall Expense a.SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, o. Recall of Products, Work or Impaired is replaced by the following: o.Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: 1)"Your product"; 2)"Your work"; or 3)"Impaired property"; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from: 4)Failure of any products to accomplish their intended purpose; 5)Breach of warranties of fitness, quality, durability or performance; 6)Loss of customer approval, or any cost incurred to regain customer approval; 7)Redistribution or replacement of your product" which has been recalled by like products or substitutes; 8)Caprice or whim of the insured; 9)A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; 10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or 11)Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b.The following is added to SECTION II - LIABILITY, C. Who Is An Insured, paragraph 3.b.: Product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 Property DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA OBF D023515 5701751 c.The following is added to SECTION II - LIABILITY,D.Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a.The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: 1)Insureds; 2)"Covered Recalls"initiated;or 3)Number of "your products" withdrawn. b.The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses"incurred for all "covered recalls"initiated during the policy period. c.The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d.All "product recall expenses "in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one occurrence". e.Any amount reimbursed for "product recall expenses"in connection with any one "occurrence"will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of product recall expenses"in connection with any other defect or deficiency. f.If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses"to an amount that is less than the Product Recall Expense Each Occurrence Limit,the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses"in connection with any other defect or deficiency. g.Product Recall Deductible We will only pay for the amount of product recall expenses"which are in excess of the $500 Product Recall Deductible.The Product Recall Deductible applies separately to each covered recall".The limits of insurance will not be reduced by the amount of this deductible. We may,or will if required by law,pay all or any part of any deductible amount,if applicable.Upon notice of our payment of a deductible amount,you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations,unless the policy period is extended after issuance for an additional period of less than 12 months. In that case,the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d.The following is added to SECTION II - LIABILITY,E.Liability and Medical Expense General Conditions,2.Duties in the Event of Occurrence,Offense,Claim or Suit : You must see to it that the following are done in the event of an actual or anticipated covered recall"that may result in "product recall expense": 1)Give us prompt notice of any discovery or notification that "your product"must be withdrawn or recalled.Include a description of "your product"and the reason for the withdrawal or recall; 2)Cease any further release,shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e.For the purposs of this endorsement,the following definitions are added to SECTION II -LIABILITY,F.Liability and Medical Expenses Definitions: 1."Covered recall"means a recall made necessary because you or a government body has determined that a known or suspected defect,deficiency, inadequacy,or dangerous condition in your product"has resulted or will result in "bodily injury"or "property damage". 2."Product recall expense(s)"means: a.Necessary and reasonable expenses for: 1)Communications,including radio or television announcements or printed advertisements including stationary,envelopes and postage; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission.Page 5 of 6 DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA 2)Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; 3)Remuneration paid to your regular "employees"for necessary overtime; 4)Hiring additional persons, other than your regular "employees"; 5)Expenses incurred by "employees" including transportation and accommodations; 6)Expenses to rent additional warehouse or storage space; 7)Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product"; and b.Your lost profit resulting from such covered recall". f.This Product Recall Expense Coverage does not apply: 1)If the "products - completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or 2)To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. 8.Unintentional Failure to Disclose Hazards The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 9.Unintentional Failure to Notify The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BP 07 02 07 02 ISO Properties,Inc.,2001 Page 1 of 1 AMENDMENT -AGGREGATE LIMITS OF INSURANCE (PER PROJECT) This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Section II -Liability is amended as follows: Under Paragraph D.4.b Liability And Medical Ex- penses Limits Of Insurance,the aggregate limit for all "bodily injury"and "property damage"other than "bodily injury"or "property damage"included in the "products-completed operations hazard" applies separately to each of your projects away from premises owned by or rented to you.A sepa - rate aggregate will apply for projects at premises owned by or rented to you. DocuSign Envelope ID: 90A43BA0-9417-41CC-90AD-4E8CB7744BAA