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19-186 Pivot Interiors, Inc., Service Center Administration Office Remodel AMENDMENT TO EXHIBIT A OF THE AGREEMENT BETWEEN THE CITY OF CUPERTINO AND PIVOT INTERIORS INC..FOR OFFICE REMODEL OF ADMINISTRATIVE AREA AT THE SERVICE CENTER This Amendment to Exhibit A of the Agreement between the City of Cupertino and Pivot Interiors, Inc., for reference dated 10/21/2019, is by and between the CITY OF CUPERTINO, a municipal corporation(hereinafter "City") and Pivot Interiors, Inc., a Corporation("Consultant") { whose address is 3355 Scott Blvd., Suite 110, Santa Clara, CA and is made with reference to the following: i RECITALS: A. On 10/14/2019, an agreement was entered into by and between City and Consultant I (hereinafter "Agreement") for remodel of the administrative area at the Service Center. The Agreement will expire on 1/24/2020. B. The Agreement and the Amendment to Exhibit A are collectively referred to as the "Agreement"unless otherwise indicated. C. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. I NOW,THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Exhibit A is amended to add the following provision: To the extent that any term, clause, or provision of this Exhibit A conflicts with any other term, clause, or provision of the contract ("Contract Terms") the Contract Terms shall prevail and be controlling. 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused this modification of Agreement to be executed. CONSULTANT RECO END O OVAL By By Title chjec Ej�,nL�a�� Titles ✓�G� C L7Z.fU APPROVED AS TO FORM City Attorney A ST:C �OLA City Clerk i CITY OF PUBLIC WORKS CONTRACT $60,000 OR LESS CUPERTINO 1. PARTIES This public works contract("Contract")is made and entered into on 10/14/2019 ("Effective Date")by and between the City of Cupertino,a municipal corporation("City"), and Pivot Interiors,Inc , a Corporation ("Contractor") for Service Center Administration Office Remodel. 2. SCOPE OF WORK Contractor will perform and provide all labor,materials, equipment, supplies,transportation and any other items or work necessary to perform and complete the work required for the Project("Work"), as required in the Scope of Work, attached here and incorporated as Exhibit A,and in accordance with the terms and conditions of this Contract. 3. TIME FOR COMPLETION 3.1 Term.This Contract begins on the Effective Date and ends on 01/24/2020 ("Contract Time")unless terminated earlier as provided herein. Contractor's Work shall begin on the date shown on a written Notice to Proceed("NTP") and must be fully completed within the Contract Time or on the date specifically provided in the Notice to Proceed.The City Engineer will not issue a NTP until the Contract is fully executed by both parties and City has received satisfactory proof of insurance and any performance and payment bonds that may be required. 3.2 Time is of the essence for Contractor's performance and completion of the Work. Contractor must have sufficient time,resources, and qualified staff to deliver the work on time. 3.3 Liquidated damages of$200.00 will be charged for each day of unexcused delay, or City may deduct the amount from Contractor's payments. Liquidated damages are based on reasonably foreseeable consequences of delay and may include intangible losses which the Parties agree may be difficult to ascertain, such as loss of public confidence in City and its contractors, interference or loss of use of public facilities, and extended disruption to the public. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Work an amount that will based on actual costs but that will be capped so as not to exceed$27,663.88 ("Contract Price"), for all of Contractor's direct and indirect costs, including all labor,materials, supplies, equipment, taxes, insurance,bonds and all overhead costs. 4.2 Invoices and Payments. Contractor must submit an invoice on the first day of each month, i describing the Work performed during the preceding month,itemizing labor,materials, equipment and Public Works Project Pivot Interiors,Inc Service Center Admin.Remodel Public Works Contract 60,000/Rev.Jan.02,2019 Page l of 11 i any incidental costs incurred. Contractor will be paid 95%of the undisputed amounts billed within 30 days after City receives a properly submitted invoice. Any retained amounts will be included with Contractor's final payment within 60 days of City's acceptance of the Work as complete. 5. INDEPENDENT CONTRACTOR i 5.1 Status.Contractor is an independent contractor and not an employee of City. Contractor is solely responsible for the means and methods of performing the Work and for the persons under this employment. Contractor is not entitled to worker's compensation or any other City benefits. 5.2 Contractor's Qualifications.Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Work in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses.Contractor warrants on behalf of itself and its subcontractors that they are properly licensed,registered, and/or certified to perform the Work as required by law, and have procured a City Business License. Contractor shall possess a California Contractor's License in good standing for the following classification(s):N/A which must remain valid for the entire Contract Time. 5.4 Subcontractors.Only Contractor's employees are authorized to work under this Contract. Prior written approval from City is required for any subcontractor,and the terms and conditions of this Contract will apply to any approved subcontractor. 5.5 Tools,Materials and Equipment.Contractor will supply all tools, materials and equipment required to perform the Work under this Contract. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Contract.Upon City's request,Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Contract. { i 6. CHANGE ORDERS I Amendments and change orders must be in writing and signed by City and Contractor. Contractor's request for a change order must specify the proposed changes in the Work,Contract Price, and Contract Time. Each request must include all the supporting documentation,including but not limited to plans/drawings, detailed cost estimates, and impacts on schedule and completion date. 7. ASSIGNMENTS; SUCCESSORS Contractor shall not assign,hypothecate, or transfer this Contract or any interest therein,directly or indirectly,by operation of law or otherwise,without prior written consent of City.Any attempt to do so will be null and void.Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Contract and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent(50%)or more of the voting power of the business entity. This Contract is binding on Contractor, its heirs, successors and permitted assigns i i Public Works Project Pivot Interiors Inc Service Center Admin, Remodel Public Works Contract$60,000/Rev.Jan. 02, 2019 I Page 2 of 1 l j i i 8. PUBLICITY/SIGNS Any publicity.generated by Contractor for the Project during the Contract Time,and for one year thereafter must credit City contributions to the Project. The words"City of Cupertino"must be displayed in all pieces of publicity, flyers,press releases,posters,brochures,interviews,public service announcements and newspaper articles.No signs may be posted or displayed on or about City property, except signage required by law or this Contract,without prior written approval from the City. 9. SUBCONTRACTORS 9.1 Contractor must perform all the Work with its own forces,except that Contractor may hire qualified subcontractors to perform up to 25 %of the Work,provided that each subcontractor is required by contract to be bound by the provisions of this Contract.Contractor must provide City with written proof of compliance with this provision upon request. 9.2 City may reject any subcontractor of any tier and bar a subcontractor from performing Work on the Project, if City in its sole discretion determines that subcontractor's Work falls short of the requirements of this Contract or constitutes grounds for rejection under Public Contract Code Section 4107. If City rejects a subcontractor, Contractor at its own expense must perform the subcontractor's Work or hire a new subcontractor that is acceptable to City. A Notice of Completion must be recorded within 15 days after City accepts the Work if the Contract involves work by subcontractors. 10. RECORDS AND DAILY REPORTS 10.1 Contractor must maintain daily reports of the Work and submit them to City upon request and at completion of Project.The reports must describe the Work and specific tasks performed,the number of workers,the hours, the equipment,the weather conditions, and any circumstances affecting performance. City will have ownership of the reports,but Contractor will be permitted to retain copies. 10.2 If applicable, Contractor must keep a separate set of as-built drawings showing changes and updates to the Scope of Work or the original drawings as changes occur.Actual locations to scale must be identified for all major components of the Work,including mechanical, electrical and plumbing work; HVAC systems;utilities and utility connections; and any other components City determines should be included in the final drawings of the Project. Deviations from the original drawings must be shown in detail, and the location of all main runs,piping, conduit,ductwork, and drain lines must be shown by dimension and elevation. 10.3 Contractor must maintain complete and accurate accounting records of its Work,in accordance with generally accepted accounting principles,which must be available for City review and audit,kept separate fi om other records, and maintained for four years from the date of City's final payment. Public Works Project Pivot Interiors, Inc Service Center Admin. Remodel Public Works Contract$60,000/Rev.Jan. 02,2019 Noe 3of11 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel,Contractor shall indemnify,defend, and hold harmless City, its City Council,boards and commissions, officers,officials, employees, agents, servants,volunteers and consultants("Indemnitees"),through legal counsel acceptable to City,from and against any and all liability, damages, claims, stop notices, actions,causes of action, demands, charges, losses and expenses (including attorney fees,legal costs and expenses related to litigation and dispute resolution proceedings),of every nature arising directly or indirectly from this Contract or in any manner relating to any of the following: (a) Breach of contract,obligations,representations or warranties; (b) Performance or nonperformance of the Work or of any obligations under the Contract by Contractor, its employees, agents, servants, subcontractors or subcontractors; (c) Payment or nonpayment by Contractor or its subcontractors or sub-subcontractors for Work performed on or off the Project Site; and (d) Personal injury,property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 9201. At City's request,Contractor will assist City in the defense of a claim,dispute or lawsuit arising out of this Contract. 11.3 Contractor's duties under this entire Section are not limited to Contract Price,Workers' Compensation or other employee benefits, or the insurance and bond coverage required in this Contract.Nothing in the Contract shall be construed to give rise to any implied right of indemnity in favor of Contractor against City or any other Indemnitee. 11.4 Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Contract, a purchase order or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit B. Contractor must provide satisfactory proof of insurance and maintain it for the Contract Time or longer as required by City. City will not execute the Contract until City has approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice,purchasing insurance at Contractor's expense, deducting the costs from Contractor's compensation, or terminating the Contract. Public works Project Pivot Interiors, Inc Service Center Admin. Remodel Public Works Contract$60,000/Rev.Jan. 02, 2019 Page 4 of 1 I 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all laws and regulations applicable to this Contract. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment status of employees performing the Work, as required by the Immigration Reform and Control Act 13.2 Labor Laws. (a) Contracts of$1,000 or more are subject to the requirements of the California Labor Code, including but not limited to: (i) Prevailing wage laws under Labor Code Section 1775,which require Contractor to pay prevailing wages applicable in Santa Clara County for each craft, classification, or type of worker needed to perform the Work, including health, pension and vacation.The prevailing wage rates are on file with the City Engineer's office and are available online at http://www.dir.ca.gov/DLSR-, (ii) Apprenticeship requirements under Labor Code Section 1777.5 for Contacts $30,000 or more; (iii) Maintain certified payroll records in accordance with Labor Code Sections 1776 and 1812, and electronically submit them to the Labor Commissioner as required by the regulations of California,Department of Industrial Relations ("DIR"); (iv) Comply with DIR Monitoring,Enforcement and Registration requirements of Labor Code Section 1725.5. I (b) Contractor must compensate workers who are paid less than prevailing wages or required to work more than a legal day's work.Contractor will also be required to pay City a penalty of $ 200 per worker for each day of violation. (c) As required by Labor Code Section 1861,by signing this Contract Contractor certifies as follows: "I am aware of Labor Code Section 3700 which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the Work on this Contract." 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry,national origin, ethnicity,handicap, disability,marital status,pregnancy, age, sex, gender, sexual orientation,gender identity,Acquired-Immune Deficiency Syndrome(AIDS)or any other protected classification. Contractor shall comply with all anti-discrimination laws,including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination,Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee,or any other person,by Contractor or Contractor's employees or sub-contractors will not be tolerated. Public works Project Pivot Interiors, Inc Service Center Admin. Remodel Public Works Contract$60,000/Rev.Jan. 02, 2019 Pave 5 of 11 13.4 Conflicts of Interest.Contractor, its employees, subcontractors, servants and agents,may not have, maintain or acquire a conflict of interest in relation to this Contract in violation of law, including Government Code section 1090 and Government Code section 81000 and their accompanying regulations.No officer,official, employee,consultant,or other agent of the City("City Representative")may have,maintain, or acquire a"financial interest"in the Contract,as that term is defined by state law, or in violation of a City ordinance or policy while serving as a City Representative or for one year thereafter. Contractor, its employees, subcontractors, servants and agents warrant they are not employees of City or have any relationship with City officials, officers or employees that creates a conflict of interest. Contractor may be required to file a conflict of interest form if it makes certain governmental decisions or serves in a staff capacity, as defined in section 18700 of the California Code of Regulations. Contractor agrees to abide by City rules governing gifts to public officials and employees. 13.5 Remedies.Any violation of Section 13 constitutes a material breach and may result in City suspending payments,requiring reimbursement, or terminating the Contract. City reserves all rights and remedies under the law and this Contract, including seeking indemnification. 14. BONDS For contracts of$25,000 or more,Contractor must obtain a payment bond and a performance bond, each in the penal sum of 100%of the Contract Price,using the Bond Forms attached and incorporated here as Exhibit C. Each bond must be issued by a surety admitted in California, with a financial rating from A.M. Best Company of Class A-or higher, or as otherwise acceptable to City. If an issuing surety cancels a bond or becomes insolvent,Contractor must provide a substitute bond from a surety acceptable to City within seven calendar days after written notice from City. If Contractor fails to do so,City may in its sole discretion and without prior notice,purchase bonds at Contractor's expense, deduct the cost from payments due Contractor,or terminate the Contract. City will not execute the Contract nor issue the NTP until the required bonds are submitted. I 15. UTILITIES,TRENCHING AND EXCAVATION 15.1 Contractor must call the Underground Service Alert("USA") 811 hotline and request marking of utility locations before digging or commencing Work. For underground service alerts for street lighting and traffic signal conduits,City's Service Center must be called at(408) 777-3269. Government Code Section 4215 requires Contractor to notify City and Utility in writing if it discovers utilities or utility facilities not identified in the Contract. 15.2 Pursuant to Government Code Section 7104,Contractor must stop work,notify City in writing, and wait for instructions if one of the conditions below is found at the worksite. City will work with Contractor to amend the Contract or issue a change order if the discovered conditions materially change the Work/Performance, Contract Time or Contract Price. (a) Material believed to be hazardous waste under Health and Safety Code Section 25117, and which requires removal to a Class I, Class II, or Class III disposal site pursuant to law; (b) Subsurface or latent physical conditions at the Project worksite differing from those indicated by information about the worksite made available to Contractor; and Public Works Project Pivot Interiors Inc Service Center Admin. Remodel Public Works Contract$60,000 Nev.Jan,02, 2019 Page 6 of 11 (c) Unknown physical conditions at the Project worksite of any unusual nature, materially different fi-om those ordinarily encountered and from those generally recognized as inherent in the character of the Work. 15.3 For contracts$25,000 or higher that require excavation or involve trenches five feet or more in depth,Contractor must submit a detailed plan for City approval,per Labor Code Section 6705 prior to commencing work. The plan must show the design of shoring,bracing, sloping and other provisions for worker protection from caving ground and other hazards.The protective system must comply with all Construction Safety Orders. If the plan varies from shoring system standards,it must be prepared by a registered civil or structural engineer. 16. URBAN RUNOFF MANAGEMENT 16.1 All Work must fully comply with federal, state and local laws and regulations concerning storm water management. Contractor must avoid creating excess dust when breaking asphalt or concrete and during excavation and grading. If water is used for dust control,Contractor will use only the amount of water necessary to dampen the dust. Contractor will take all steps necessary to keep wash water out of the streets, gutters and storm drains.Prior to the start of the Work,Contractor will implement erosion and sediment controls to prevent pollution of storm drains, and must upgrade and maintain these controls based on weather conditions or as otherwise required by City.These controls must be in place during the entire Contract Time and must be removed at the end of construction and completion of the Work. Such controls must include,but will not be limited to,the following requirements: (a) Install storm drain inlet protection devices such as sand bag barriers,filter fabric fences, and block and gravel filters at all drain inlets impacted by construction. During the annual rainy season, October 15 through June 15, storm drain inlets impacted by construction work must be filter-protected from onsite de-watering activities and saw-cutting activities. Shovel or vacuum saw-cut slurry and remove from the Work site; (b) Cover exposed piles of soil or construction material with plastic sheeting. Store all construction materials in containers; (c) Sweep and remove all materials from paved surfaces that drain to streets, gutters and storm drains prior to rain and at the end of each work day. When the Work is completed, wash the streets, collect and dispose of the wash water offsite in lawful manner; (d) After breaking old pavement,remove debris to avoid contact with rainfall/runoff, (e) Maintain a clean work area by removing trash, litter, and debris at the end of each work day and when Work is completed. Clean up any leaks,drips, and other spills as they occur. 16.2 These requirements must be used in conjunction with the California Stormwater Quality Association and California Best Management Practices Municipal and Construction Handbooks, local program guidance materials from municipalities, and any other applicable documents on stormwater quality controls for construction. Contractor's failure to comply with this Section will result in the issuance of noncompliance notices, citations, Work stop orders and regulatory fines. Public works Project Pivot Interiors, Inc Service Center Admin. Remodel Public Works Contract$60,000/P,ev.Jan. 02,2019 Page 7 of I I 17. PROJECT COORDINATION City Project Manager. City assigns Ken Tanase as the City representative for all purposes under this Contract,with authority to require compliance with the Scope of Work. City may substitute Project Managers at any time and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Bob Madey as its single representative for all purposes under this Contract,with the responsibility to ensure progress with the Work. Contractor's Project Manager is responsible for coordinating and scheduling the Work and must regularly update the City Project Manager about the status and any delays with the Work,consistent with the Scope of Work. Any substitutions must be approved in writing by City. 18. ABANDONMENT AND TERNUNATION 18.1 City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Work performed through the date of abandonment and will be given reasonable time to close out the Work.With City's pre-approval in writing,the time spent in closing out the Work will be compensated up to 10%of the total time expended in performing the Work. 18.2 City may terminate the Contract for cause or without cause at any time. Contractor will be paid for satisfactory Work rendered through the termination date and will be given reasonable time to close out the Work. 18.3 Final payment will not be made until Contractor delivers the Work and provides records documenting the Work,products and deliverables completed.Nothing in the Section below is intended- -- to delay, abridge or bar City's right under this Section. 19. GOVERNING LAW,VENUE AND DISPUTE RESOLUTION This Contract is governed by the laws of State of California. Venue for any legal action shall be the Superior Court of the County of Santa Clara, California.The dispute resolution procedures of Public Contract Code Section 20104, incorporated here by reference, apply to this Contract and Contractor is required to continue the Work pending resolution of any dispute. Prior to filing a lawsuit,Contractor must comply with the claim filing requirements of the California Government Code. If the Parties elect arbitration,the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 20. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint,or pursues arbitration, appeal,or other proceedings to enforce its rights or a judgement in connection with this Contract, the prevailing party will be entitled to reasonable attorney fees and costs. Public works Project Pivot Interiors. Inc Service Center Admin. Remodel Public Works Contract$60,000 Rev.Jan. 02, 2019 Page 8 of I I 21. SIGNS/ADVERTISEMENT No signs may be displayed on or about City's property,except signage which is required by law or by the Contract,without City's prior written approval as to size, design and location. 22. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Contract. 23. WAIVER Neither acceptance of the Work nor payment thereof shall constitute a waiver of any contract provision. City waiver of any breach shall not constitute waiver of another provision or breach. 26. WARRANTY Contractor warrants that materials and equipment used will be new, of good quality,and free from defective workmanship and materials, and that the Work will be free from material defects not intrinsic in the design or materials. All Work,materials and equipment should pass to City free of claims, liens or encumbrances. Contractor warrants the Work and materials for one year from the date of City's acceptance of the Work as complete("Warranty Period"), except when a longer guarantee is provided by a supplier,manufacturer or is required by this Contract.During the Warranty Period,Contractor will repair or replace any Work defects or materials, including damage that arises from Contractor's Warranty Work, except any wear and tear or damage resulting from improper use or maintenance. 27. ENTIRE CONTRACT This Contract and the attachments, documents, and statutes attached,referenced,or expressly incorporated herein, including authorized amendments or change orders constitute the final and complete contract between City and Contractor with respect to the Work and the Project. No oral contract or implied covenant will be enforceable against City. If any attachment or incorporated provisions conflict or are inconsistent with the terms of this Contract,the Contract terms will control. 28. SEVERABILITY/PARTIAL INVALIDITY If a court finds any term or provision of this Contract to be illegal,invalid or unenforceable,the legal portion of said provision and all other contract provisions will remain in full force and effect. 28. SURVIVAL The contract provisions which by their nature should survive the Contract or Completion of Project, including without limitation all warranties, indemnities,payment obligations,insurance and bonds, shall remain in full force and effect after the Work is completed or Contract ends. Public Works Project Pivot Interiors, Inc Service Center Admin. Remodel Public Works Contract$60,000/Rev.Jan. 02, 2019 Page 9 of l 1 29. INSERTED PROVISIONS Each provision and clause required by law to be inserted in this Contract will be deemed to be included and will be inferred herein. Either parry may request an amendment to cure mistaken insertions or omissions of required provisions. 30. CAPTIONS The captions,titles, and headings in this Contract are for convenience only and may not be used in the construction or interpretation of the Contract or for any other purpose. 31. COUNTERPARTS This Contract may be executed in counterparts, each of which is an original and all of which taken together shall form one single document. 20. NOTICES All notices,requests,and approvals must be sent in writing to the persons below and will be considered effective on the date of personal delivery,the date confinned by a reputable overnight delivery service,on the fifth calendar day after deposit in the United States Mail,postage prepaid, registered or certified, or the next business day following electronic submission: j I To City of Cupertino: To Contractor: j 10300 Torre Avenue, Cupertino CA 95014 Pivot Interiors,Inc. Attention: Ken Tanase Attention: Bob Madey Copy to: Carl Valdez Copy to: Jeanne Szoboszlay Email: kent a,cupertino.org Email: bmadeyppivotinteriors.com I 30. VALIDITY OF CONTRACT This Contract is valid and enforceable only if(a)it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, (b) is signed by the City Manager or an authorized designee, and(c) is approved for form by the City Attorney's Office. 32. EXECUTION I The persons signing below warrant they have the authority to enter into this Contract and to legally bind their respective Parties. If Contractor is a corporation,signatures from two officers of the corporation are required pursuant to California Corporations Code Section 313. Public Works Project Pivot Interiors Inc Service Center Admin. Remodel Public Works Contract$'60,000/Rev.Jan. 02, 2019 Page 10 or l l I IN WITNESS WHEREOF, the parties have caused this Contract to be executed as of the Execution Date first above written. CONTRACTOR Pivot Interiors, Inc. CITY OF CUPERTINO, a Municipal Corporation Comoration � 44 By: r By: Roger Lee Title:Account Manager /J Title: Director of Public Works Signature Date: l� % (��/`/ Signature Date: t1 O 6' 11q APPROVED AS TO FORM: By: ��-- HEATHER M. MINNER Cupertino City Attorney ATTEST: Y GRACE SCHMIDT, City Clerk Public Works Project Pivot Interiors, Inc Service Center Admin. Remodel Public Works Contract$60,000/Rev.Jan.02,2019 Page I I of 1 I Pivot Interiors, Inc. Service Center Admin Remodel Proposal Amount $ 22,347.48 Description Work required to install modular furniture. Account# 100-87- - 00-990 Proposal Amount Description Account# i Allowance Amount $ 5,7 .04 Description Installation of furniture for Trees office if budget is available Account# Unforeseeables/Extras SUBTOTAL $ 28 � �'� I Le�� Contingency $ �47 CONTRACT TOTAL $ 30, .27 PW Supervisor Ken Tanase Carl Valdez-Superintendent Date Bond Number: 08918337 Payment Bond < City of Cupertino > ("City") and Pivot Interiors, Inc. ("Contractor") have entered into a contract, dated October 8 20 19 ("Contract") for work on the< Service Center Administration Office Remodel > Project("Project"). The Contract is incorporated by reference into this Payment Bond ("Bond"). 1. General. Under this Bond, Contractor as principal and Fidelity& Deposit Company of Maryland its surety("Surety"), are bound to City as obligee in an amount not less than $ 27,663.88 , under California Civil Code sections 9550, et seq. 2. Surety's Obligation. If Contractor or any of its Subcontractors fails to pay a person authorized in California Civil Code section 9100 to assert a claim against a payment bond, any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Contract, or any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of Contractor and its Subcontractors under California Unemployment Insurance Code section 13020 with respect to the work and labor, then Surety will pay the obligation. 3. Beneficiaries. This Bond inures to the benefit of any of the persons named in California Civil Code section 9100, so as to give a right of action to those persons or their assigns in any suit brought upon this Bond. Contractor must promptly provide a copy of this Bond upon request by any person with legal rights under this Bond. 4. Duration. If Contractor promptly makes payment of all sums for all labor, materials, and equipment furnished for use in the performance of the Work required by the Contract, in conformance with the time requirements set forth in the Contract and as required by California law, Surety's obligations under this Bond will be null and void. Otherwise, Surety's obligations will remain in full force and effect. 5. Waivers. Surety waives any requirement to be notified of alterations to the Contract or extensions of time for performance of the Work under the Contract. Surety waives the provisions of Civil Code sections 2819 and 2845. City waives the requirement of a new bond for any supplemental contract under Civil Code section 9550. Any notice to Surety may be given in the manner specified in the Contract and delivered or transmitted to Surety as follows: Attn: Nicholas Enders Address: 300 S. Riverside Plaza, Suite 2100 City/State/Zip: Chicago, IL 60606 Phone: (312)496-9510 Fax: n/a Email: nicholas.enders@zurichna.com 6. Law and Venue. This Bond will be governed by California law, and any dispute pursuant to this Bond will be venued in the Superior Court of the County in which the Project is located, and no other place. Surety will be responsible for City's attorneys'fees and costs in any action to enforce the provisions of this Bond. <Project Title> 2018 Form PAYMENT BOND <Project Number> Page 29 7. Effective Date; Execution. This Bond is entered into and is effective on October 8 2019. Three identical counterparts of this Bond, each of which is deemed an original for all purposes, are hereby executed and submitted. SURETY: Fidelity & Deposit Company of Maryland Business Name s/ Justin Haan, A orney-In-Fact Name/Title (Acknowledgment with Surety's Notary Seal and Surety's Power of Attorney must be attached.) CONTRACTOR: Pivot Interiors, Inc. Business Name :Q o POgq s/ SEAL 1973 _- /�� Name/Title s/ Name/Title APPROVED BY CITY: s/ Name/Title END OF PAYMENT BOND <Project Title> 2018 Form PAYMENT BOND <Project Number> Page 30 Bond Number: 08918337 Performance Bond < City of Cupertino > ("City") and Pivot Interiors, Inc. ("Contractor") have entered into a contract, dated October 8 20 19 ("Contract")for work on the < Service Center Administration Office Remodel > Project ("Project"). The Contract is incorporated by reference into this Performance Bond ("Bond"). 1. General. Under this Bond, Contractor as Principal and Fidelity& Deposit Company of Maryland its surety("Surety"), are bound to City as obligee for an amount not less than $ 27,663.88 . By executing this Bond, Contractor and Surety bind themselves and their respective heirs, executors, administrators, successors and assigns,jointly and severally, to the provisions of this Bond. 2. Surety's Obligations. If Contractor fully performs its obligations under the Contract, including its warranty obligations under the Contract, and Contractor has timely provided a warranty bond as required under the Contract, Surety's obligations under this Bond will become null and void upon City's acceptance of the Project, excluding any exceptions to acceptance, if any. Otherwise, Surety's obligations will remain in full force and effect until expiration of the one year warranty period under the Contract. 3. Waiver. Surety waives any requirement to be notified of and further consents to any alterations to the Contract made under the applicable provisions of the Contract Documents, including changes to the scope of Work or extensions of time for performance of Work under the Contract. Surety waives the provisions of Civil Code sections 2819 and 2845. 4. Application of Contract Balance. Upon making a demand on this Bond, City will make the Contract Balance available to Surety for completion of the Work under the Contract. For purposes of this provision, the Contract Balance is defined as the total amount payable by City to Contractor as the Contract Price minus amounts already paid to Contractor, and minus any liquidated damages, credits, or backcharges to which City is entitled under the terms of the Contract. 5. Contractor Default. Upon written notification from City that Contractor is in default under Article 13 of the Contract General Conditions, time being of the essence, Surety must act within the time specified in Article 13 to remedy the default through one of the following courses of action: 5.1 Arrange for completion of the Work under the Contract by Contractor, with City's consent, but only if Contractor is in default solely due to its financial inability to complete the Work; 5.2 Arrange for completion of the Work under the Contract by a qualified contractor acceptable to City, and secured by performance and payment bonds issued by an admitted surety as required by the Contract Documents, at Surety's expense; or 5.3 Waive its right to complete the Work under the Contract and reimburse City the amount of City's costs to have the remaining Work completed. 6. Surety Default. If Surety defaults on its obligations under the Bond, City will be entitled to recover all costs it incurs due to Surety's default, including legal, design professional, or delay costs. <Project Title> 2018 Form PERFORMANCE BOND <Project Number> Page 31 7. Notice. Any notice to Surety may be given in the manner specified in the Contract and sent to Surety as follows: Attn: Nicholas Enders Address: 300 S. Riverside Plaza, Suite 2100 City/State/Zip: Chicago, IL 60606 Phone: (312)496 -9510 Fax: N/A Email: nicholas.enders@zurichna.com 8. Law and Venue. This Bond will be governed by California law, and any dispute pursuant to this Bond will be venued in the Superior Court for the County in which the Project is located, and no other place. Surety will be responsible for City's attorneys' fees and costs in any action to enforce the provisions of this Bond. 9. Effective Date; Execution. This Bond is entered into and effective on October 8 , 20 19 . Three identical counterparts of this Bond, each of which is deemed an original for all purposes, are hereby executed and submitted. SURETY: Fidelity& Deposit Company of Maryland Business Name s/ Justi aan, Attorney-In-Fact Name/Title (Acknowledgment with Notary Seal for Surety and Surety's Power of Atto�npX must be attached.) J0- �NrER�o, CONTRACTOR: Pivot Interiors, Inc. G ��:N Business Name = OtAt s/ � = 1973 Name/Title s/ Name/Title APPROVED BY CITY: s/ Name/Title END OF PERFORMANCE BOND <Project Title> 2018 Form PERFORMANCE BOND <Project Number> Page 32 ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That the ZURICH AMERICAN INSURANCE COMPANY,a corporation of the State of New York,the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY,a corporation of the State of Maryland,and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Maryland (herein collectively called the "Companies"), by MICHAEL BOND, Vice President,in pursuance of authority granted by Article V, Section 8,of the By-Laws of said Companies,which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate, constitute,and appoint Patricia ZUK,Alison VAN WM Max VAN WYK,Linda DEVRIES and Justin HAAN, all of Grand Rapids, Michigan, EACH its true and lawful agent and Attorney-in-Fact,to make,execute,seal and deliver,for,and on its behalf as surety,and as its act and deed:any and all bonds and undertakings,and the execution of such bonds or undertakings in pursuance of these presents,shall be as binding upon said Companies,as fully and amply,to all intents and purposes,as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York,New York., the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills,Maryland.,and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland.,in their own proper persons. The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V, Section 8,of the By-Laws of said Companies,and is now in force. IN WITNESS WHEREOF,the said Vice-President has hereunto subscribed his/her names and affixed the Corporate Seals of the said ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMPANY OF MARYLAND,this 4th day of October,A.D.2016. ATTEST: ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND 4 u ocrp 8EAL ; By- Secretary Vice President Michael McKibben Michael Bond State of Maryland County of Baltimore On this 4ttr day of October,A.D.2016,before the subscriber,a Notary Public of the State of Maryland,duly commissioned and qualified,MICHAEL j BOND,Vice President,and MICHAEL MCKIBBEN,Secretary,of the Companies,to me personally known to be the individuals and officers described in and who executed the preceding instrument,and acknowledged the execution of same,and being by me duly swom,deposeth and saith,that he/she is the said officer of the Company aforesaid,and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies,and that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WIIEREOF,I have hereunto set my hand and affixed my Official Seal the day and year first above written. pp t .... I.. 114711111 iiiiii. C°3 % Maria D.Adamskd,Notary Public My Commission Expires:July 8,2019 POA-F 068-0017A EXTRACT FROM BY-LAWS OF THE COMPANIES "Article V,Section 8,Attorneys-in-Fact. The Chief Executive Officer,the President,or any Executive Vice President or Vice President may, by written instrument under the attested corporate seal, appoint attorneys-in-fact with authority to execute bonds, policies, recognizances, stipulations,undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such attorney-in-fact to affix the corporate seal thereto;and may with or without cause modify of revoke any such appointment or authority at any time." CERTIFICATE I, the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARY-LAND, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate;and I do further certify that Article V,Section 8,of the By-Laws of the Companies is still in force. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998. RESOLVED: "That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary and the Seal of the Company may be affixed by facsimile on any Power of Attorney...Any such Power or any certificate thereof bearing such facsimile signature and seal shall be valid and binding on the Company." This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of May, 1994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 1 Oth day of May, 1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice-President, Secretary,or Assistant Secretary of the Company,whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company,shall be valid and binding upon the Company with the same force and effect as though manually affixed. IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seals of the said Companies, this 8 day of October 20 19 �R.k. ~'��4 c •��-3`0^��-•��,o cur s O'. SEAL s .S, �• Itt� ��' ;y;�16Be •;j�� , Gerald F.Haley,Vice President TO REPORT A CLAIM WITH REGARD TO A SURETY BOND,PLEASE SUBMIT ALL REQUIRED INFORMATION TO: Zurich American Insurance Co. Attn: Surety Claims 1299 Zurich Way Schaumburg,IL 60196-1056 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 State of California f1 County of �� On ` cw . 8 , before me, (�Vi C/E'� Date Here Inset Na d Title of the 0111, er ' personally appeared Name(sjf Signer(s) who proved to me on the basis of satisfactory evidence to be the person( whose name is/Ke subscribed to the within instrument and acknowledged to me that he/ /thy executed the same in his/t%Wth)* authorized capacity(j)aOo}, and that by his/�o,r/tt}air signature(* on the instrument the person, or the entity upon behalf of which the person( acted, executed the instrument. I certify under PENALTY OF PERJURY under the MARILU ZUBIZARRETA laws of the State of California that the foregoing Notary Public-California Santa Clara County r paragraph is true and correct. z � Commission#2240118 My Comm.Expires May 3,2022 W-WWITNESS my hand and official seal. ,Z Signature: / j Place Notary Seal Above Signatur o Notary Public OPTIONAL ' Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document \ Title or Type of Document: Document Date: UC b�� t 20 _I Number of Pages: 151;:l Signer(s) Other Than Named Above: e/-Cs Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: 'K Corporate Officer — Title(s):7n C.c 0& ❑Corporate Officer — Title(s): ❑ Individual ❑ Individual ❑ Partner— ❑Limited ❑General ❑ Partner — ❑ Limited ❑General ❑ Attorney in Fact ❑Attorney in Fact ❑ Trustee ❑Trustee ❑ Guardian or Conservator ❑Guardian or Conservator ❑ Other: ❑Other: Signer Is Representing: Signer Is Representing: 4 i 0 2012 National Notary Association •NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) y Item#5907 Exhibit A Quotation PIVOT Bill to: C01547 Ship to: Totals: City of Cupertino-Service Center City of Cupertino-Service Center Total nontaxable $486.46 10555 Mary Ave 10555 Mary Ave Total taxable $20,055.98 Cupertino,CA 95014-1322 Cupertino,CA 95014-1322 Tax $1,805.04 USA USA TOTAL AMOUNT-USD $22,347.48 Information Quote: 18015-02 Description: Service Center Admin area reconfigure-Products& Document date: 10/22/2019 Labor Payment terms: Net 20 Days REV 10/22/19 Expiration date: 11/22/2019 Team Sales representative: Bob Madey bmadey@pivotinteriors.com 408 432 5655 Sales coordinator: Chiyoh Arai carai@pivotinteriors.com 408 635 7723 Line Item number Description Tag Quantity Unit price Extended 1 NOTE NOTE HM A02 CITY OF 1.00 $0.00 $0.00 CUP-SERVICE CE * Herman Miller * AG0607 2 ASSEMBLY-SUB Assembly Services HM A02 CITY OF 1.00 $3,496.00 $3,496.00 T CUP-SERVICE CE ! Stations Installation Services ! PIV27704 ! Labor to receive deliver install ! per drawings and specifications ! (5)work stations ! includes delivery and installation ! of work rite bases ! 46 HOURS 3 LABOR-SUB Labor Services HM A02 CITY OF 1.00 $271.46 $271.46 CUP-SERVICE CE ! Stations-Warehouse Services 4 LABOR-SUB Labor Services HM A02 CITY OF 1.00 $215.00 $215.00 CUP-SERVICE CE ! Stations -Vehicle usage 5 PIV-PM Project Management HM A02 CITY OF 10.00 $85.00 $850.00 T CUP-SERVICE CE 6 Al120.3924N +Panel,Fabric Npwr 39H 24W HM A02 CITY OF 3.00 $143.84 $431.52 T CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey 95 @gem-Pr Cat 1 08 +gem bayou 95 @gem-Pr Cat 1 08 +gem bayou 7 Al 120.3930G +Panel,Fabric Pwr 4-Circ W/Com Pt HM A02 CITY OF 3.00 $214.52 $643.56 T Lc 39H 30W CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey 95 @gem-Pr Cat 1 08 +gem bayou 95 @gem-Pr Cat 1 08 +gem bayou 8 All 120.3930N +Panel,Fabric Npwr 39H 30W HM A02 CITY OF 1.00 $157.17 $157.17 T CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey 95 @gem-Pr Cat 1 08 +gem bayou 95 @gem-Pr Cat 1 08 +gem bayou www.pivotinteriors.com Pivot Interiors,Inc. 3355 Scott Blvd Ste 110 1 Santa Clara,CA 95054-3138 USA Page 1 of 7 I Quotation SAQT-000024854 PIT - 3 9 Al120.3936G +Panel,Fabric Pwr4-Circ W/Com Pt HIM A02 CITY OF 1.00 $234.36 $234.36 T Lc 39H 36W CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey 95 @gem-Pr Cat 1 08 +gem bayou 95 @gem-Pr Cat 1 08 +gem bayou 10 Al120.3936N +Panel,Fabric Npwr 39H 36W HM A02 CITY OF 3.00 $177.94 $533.82 T CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey 95 @gem-Pr Cat 1 08 +gem bayou 95 @gem-Pr Cat 1 08 +gem bayou 11 Al 120.3948G +Panel,Fabric Pwr 4-Circ W/Com Pt HIM A02 CITY OF 2.00 $253.89 $507.78 T Lc 39H 48W CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey 95 @gem-Pr Cat 1 08 +gem bayou 95 @gem-Pr Cat 1 08 +gem bayou 12 Al120.6730G +Panel,Fabric Pwr 4-Circ W/Com Pt HM A02 CITY OF 3.00 $260.09 $780.27 T Lc 67H 30W CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey 95 @gem-Pr Cat 1 08 +gem bayou 95 @gem-Pr Cat 1 08 +gem bayou 13 Al 120.6730N +Panel,Fabric Npwr 67H 30W HIM A02 CITY OF 1.00 $202.74 $202.74 T CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey 95 @gem-Pr Cat 1 08 +gem bayou 95 @gem-Pr Cat 1 08 +gem bayou 14 Al 120.6736G +Panel,Fabric Pwr 4-Circ W/Com Pt HIM A02 CITY OF 1.00 $291.71 $291.71 T Lc 67H 36W CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey 95 @gem-Pr Cat 1 08 +gem bayou 95 @gem-Pr Cat 1 08 +gem bayou 15 Al120.6748G +Panel,Fabric Pwr 4-Circ W/Com Pt HIM A02 CITY OF 2.00 $323.02 $646.04 T Lc 67H 48W CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey 95 @gem-Pr Cat 1 08 +gem bayou 95 @gem-Pr Cat 1 08 +gem bayou 16 Al 120.6748N +Panel,Fabric Npwr 67H 48W HIM A02 CITY OF 2.00 $265.67 $531.34 T CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey 95 @gem-Pr Cat 1 08 +gem bayou 95 @gem-Pr Cat 1 08 +gem bayou 17 A1220.39H +Conn,2-Way 90 Deg Hard 39H HIM A02 CITY OF 2.00 $41.85 $83.70 T CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey www.pivotinteriors.com Pivot Interiors,Inc. 1 3355 Scott Blvd Ste 110 1 Santa Clara,CA 95054-3138 USA Page 2 of 7 Quotation PIV SAQT-000024854 18 A1220.67H +Conn,2-Way 90 Deg Hard 67H HM AO2 CITY OF 3.00 $53.63 $160.89 T CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey 19 A1230.39H +Conn,3-Way 90 Deg Hard 39H HM AO2 CITY OF 1.00 $73.16 $73.16 T CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey 20 A1230.67H +Conn,3-Way 90 Deg Hard 67H HM AO2 CITY OF 1.00 $90.21 $90.21 T CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey 21 A1240.67H +Conn,4-Way 90 Deg 67H HM AO2 CITY OF 2.00 $115.94 $231.88 T CUP-SERVICE CE 8Q +folkstone grey 22 A1271.39H +Fin End 39H HM AO2 CITY OF 7.00 $20.46 $143.22 T CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey 23 A1311.A +15 Amp Receptacle 4 Circuit, HM AO2 CITY OF 2.00 $68.51 $137.02 T Duplex,Circuit A 6/Pkg CUP-SERVICE CE 8Q +folkstone grey 24 A1311.B +15 Amp Receptacle 4 Circuit, HM AO2 CITY OF 1.00 $68.51 $68.51 T Duplex,Circuit B 6/Pkg CUP-SERVICE CE 8Q +folkstone grey 25 A1311.0 +15 Amp Receptacle 4 Circuit, HM AO2 CITY OF 1.00 $68.51 $68.51 T Duplex,Circuit C 6/Pkg CUP-SERVICE CE 8Q +folkstone grey 26 A1325.67E +Ceiling Pwr Entry,lnt Direct HM AO2 CITY OF 1.00 $201.81 $201.81 T Conn,Pwr 67H CUP-SERVICE CE 8Q +folkstone grey 8Q +folkstone grey 27 A2310.24481- +Work Surf,Sq-Edge Rect,Lam HM AO2 CITY OF 1.00 $119.97 $119.97 T Top/TP Edge 24D 48W CUP-SERVICE CE HF +inner tone light HF +inner tone light HF +inner tone light 28 A2310.2466L +Work Surf,Sq-Edge Rect,Lam HM AO2 CITY OF 3.00 $158.10 $474.30 T Top/TP Edge 24D 66W CUP-SERVICE CE HF +inner tone light HF +inner tone light HF +inner tone light 29 A3352.1330 +Flip Dr Unit,B-Style Fab,W/Lock 13D HM AO2 CITY OF 1.00 $152.83 $152.83 T 30W 15-1/2H CUP-SERVICE CE KA +keyed alike 8Q +folkstone grey 95 @gem-Pr Cat 1 08 +gem bayou 30 A3352.1336 +Flip Dr Unit,B-Style Fab,W/Lock 13D HM AO2 CITY OF 1.00 $164.30 $164.30 T 36W 15-1/2H CUP-SERVICE CE KA +keyed alike 8Q +folkstone grey 95 @gem-Pr Cat 1 08 +gem bayou 31 AO215.34 +Draw Rod 34H HM AO2 CITY OF 3.00 $8.68 $26.04 T i CUP-SERVICE CE 32 AO215.62 +Draw Rod 62H HM AO2 CITY OF 4.00 $8.99 $35.96 T CUP-SERVICE CE 33 AO259. +Fin End,Chg-Of-Ht,Panel/Conn HM AO2 CITY OF 6.00 $10.23 $61.38 T CUP-SERVICE CE 8Q +folkstone grey www.pivotinteriors.com Pivot Interiors,Inc. 1 3355 Scott Blvd Ste 110 1 Santa Clara,CA 95054-3138 USA Page 3 of 7 Quotation PIVOT SAQT-000024854 1 34 DT1AS.1860LT +Everywhere Rectangular HM 1.00 $360.69 $360.69 T Table,Squared Edge,Lam Top/Thermo EVERYWHERE Edge,T-Leg 18D 60W CITY OF CUP- SER HF +inner tone light HF +inner tone light MS +metallic silver 20 +casters NTG +no grommet 35 ZCELA @Exact Size File Top,Sq-Edge,Lam HM AO2 CITY OF 3.00 $149.04 $447.12 T Top CUP-SERVICE CE D01 @depth 15.00in-30.00in 29 DEPTH W04 @width 48.01in-60.00in 52 WIDTH EZ @standard hmi laminates HF +inner tone light HF @inner tone light 36 ZCELA @Exact Size File Top,Sq-Edge,Lam HM AO2 CITY OF 2.00 $149.04 $298.08 T Top CUP-SERVICE CE D01 @depth 15.00in-30.00in 29 DEPTH W04 @width 48.01 in-60.O0in 58 WIDTH EZ @standard hmi laminates HF +inner tone light HF @inner tone light 37 LG500.3626 +Bookcase 36W 26H HM TU CITY OF 3.00 $368.20 $1,104.60 T CUP-SERVICE CEN SS +smooth paint on smooth steel 8Q +folkstone grey 38 LG890.120 +Pedestal Add-On Cushion Top 1 H HM TU CITY OF 5.00 $45.85 $229.25 T 20D CUP-SERVICE CEN 95 @gem-Pr Cat 1 08 +gem bayou 39 LW110.20BF +Ped W-Pull,Mobile 20D B/F HM TU CITY OF 5.00 $213.50 $1,067.50 T CUP-SERVICE CEN 56 +full-extension ball-bearing SS +smooth paint on smooth steel 8Q +folkstone grey KA +keyed alike 5M +pencil tray in box drawer,2 file converters in file drawer H1 +hand grip only 40 LW200.424 +Lat File,W-Pull Freestd 4 Dwr 42W HM TU CITY OF 1.00 $700.00 $700.00 T CUP-SERVICE CEN 55 +smooth paint on smooth steel 8Q +folkstone grey KC +keyed differently,chrome C8 +counterweight(recommended) 1 R +front-to-back filing rail 41 LW400.4264 +Storage Case,W-Pull 42W 64H HM TU CITY OF 2.00 $698.95 $1,397.90 T CUP-SERVICE CEN SS +smooth paint on smooth steel 8Q +folkstone grey NS4 +4 shelves total KC +keyed differently,chrome 42 52-SEHX54-72 Sierra HX Electric Base Set-2 Leg 54" WORKRITE CITY 2.00 $571.24 $1,142.48 T to 72"Wide OF CUP-SERVICE -F30-PS Prog Switch&Flat Foot 30"Deep, Standard Cord -S Silver www.pivotinteriors.com Pivot Interiors,Inc. 1 3355 Scott Blvd Ste 110 1 Santa Clara,CA 95054-3138 USA Page 4 of 7 Quotation PIVOT SAQT-000024854 i 43 46-SEHX30-48 Sierra HX Electric Base Set-2 Leg 30" WORK RITE CITY 3.00 $562.22 $1,686.66 T to 48"Wide OF CUP SERVICE -F30-PS Prog Switch&Flat Foot 30"Deep - Standard Cord -S Silver 44 1B2JK7- +Lock Plug and Key,Chrome UM 3.00 $3.10 $9.30 T Series 226 +key number 226 45 1 B2JK7- +Lock Plug and Key,Chrome UM 1.00 $3.10 $3.10 T Series 227 +key number 227 46 1 B2JK7- +Lock Plug and Key,Chrome UM 1.00 $3.10 $3.10 T Series 228 +key number 228 47 1 B2JK7- +Lock Plug and Key,Chrome UM 1.00 $3.10 $3.10 T Series 229 +key number 229 48 1 B2JK7- +Lock Plug and Key,Chrome UM 1.00 $3.10 $3.10 T Series 230 +key number 230 Total nontaxable $486.46 Total taxable $20,055.98 Tax 1;805.04�rp—�i TOTAL AMOUNT-USD $22,347.48 i i I i www.pivotinteriors.com Pivot Interiors,Inc. 3355 Scott Blvd Ste 110 Santa Clara,CA 95054-3138 USA Page 5 of 7 Quotation PIVOT SAQT-000024854 TERMS AND CONDITIONS This quotation,which includes the preceding portion hereof(collectively,Quotation)is subject to the terms and conditions set forth below,and shall be void unless accepted by the Buyer signing a copy and returning it to Pivot Interiors(Seller)no later than thirty(30)days from the date of the Quotation. 1.Terms:All sales by Seller hereunder are final,and the terms of the Quotation may not be modified without the prior written consent of an authorized representative of Seller.Additional or different terms and conditions proposed by Buyer shall not be binding on Seller without Seller's prior written approval 2.Payment,Deposit,Credit Approval:Products and services shall be invoiced upon delivery.Payment is due net,not later than the date specified in the preceding portion of this Quotation.Unless waived by Seller in writing,Buyer shall deposit with Seller the deposit sum specified above in the preceding portion of this Quotation,which shall be payable concurrently with Seller's receipt of Buyer's written acceptance of the Quotation..All sales and shipments are subject to Buyer's credit approval by Seller.If Buyer's credit information is not available or if its credit is not approved by Pivot, payment by Buyer must be made in full at or before the time of purchase. 3.Proposed Purchase:The products and/or services covered by this Quotation(collectively,Purchase Items)are set forth above in the preceding portion of this Quotation. 4.Price:The total price(Price)for Purchase Items being provided by Seller is set forth above in the preceding portion of this Quotation.Unless otherwise noted,all applicable freight charges are f included above in the preceding portion of this Quotation and,if not included therein,freight charges will be quoted and invoiced to Buyer as a separate line item.The Price,if not specified in the preceding portion of this Quotation,does not include applicable taxes,or other items specifically enumerated below. 5.Taxes:All applicable taxes on the Purchase Items will be in addition to the Price,and will be added to invoices and paid by Buyer when the invoice is due,at the rate in effect at time of invoicing.If Buyer claims exemption from taxes,Buyer shall provide Seller with a valid Certificate of Exemption concurrently with Buyer's acceptance of this Quotation. 6.Freight All freight and related delivery charges applicable to the Purchase Items,unless already stated in the preceding portion of this Quotation,will be in addition to the Price,and will be added to invoices and paid when the invoice is due. 7.Changes,Cancellations,&Returns:Products and services sold to Buyer hereunder are custom designed and/or manufactured.All sales are final.No changes,cancellations or returns are allowed without the prior written approval of Seller and the applicable manufacturer.If changes,cancellations or returns are approved by Seller,all direct and indirect costs and expenses thereof shall be paid by Buyer. 8.Product Storage:If Buyer is unable or unwilling to accept delivery of Purchase Items within 30 days of product receipt at Seller's(and/or Seller's agents)facility,all resulting costs and expenses incurred by Seller and/or its agents,including costs of moving,handling and storage of Purchase Items pending delivery,shall be paid by Buyer.Such Purchase Items shall be invoiced and shall be paid in full by Buyer within thirty(30)days after date of invoice.Provided,however,all moving,handling and storage costs and expenses incurred by Seller and/or its agents shall be paid by Buyer d immediately upon receipt of invoice. 9.Title&Security Interest:Title to all Purchase Items shall pass from Seller to Buyer upon delivery and payment in full of the invoiced amounts and all other costs and expenses due under this j Quotation.Seller shall have and Buyer hereby grants to Seller a continuing first security interest in all Purchase Items to secure payment of the Price and all invoiced portions thereof,and other { obligations of Buyer under this Quotation.All Purchase items shall remain personal property regardless whether affixed to real property.If Buyer shall default in payment underthis Quotation,Seller shall have all applicable rights and remedies of a secured party pursuant to the California Commercial Code.Buyer agrees to execute a Security Agreement and related financing documents promptly upon Seller's request. 10.Delay:Due to uncertain factory shipping schedules common to the componentized modular furniture business,no obligation or liability shall be incurred by Seller for failure to deliver Purchase Items by any particular date.Seller shall not be liable for any loss,expense,claim or damage incurred by Buyer or others resulting from any delay or failure in shipment or delivery of Purchase Items caused in whole or in part by delay or default in transportation,labor disputes,inability in obtaining materials or product,natural disasters,acts of God,war or terrorism or any other cause not within the reasonable control of Seller. 11.LIMITATION OF WARRANTIES:SELLER MAKES NO WARRANTIES,EXPRESS OR IMPLIED,AS TO MERCHANTABILITY OR AS TO THE SUITABILITY OF ANY PURCHASE ITEMS OR SERVICES FOR ANY PARTICULAR PURPOSE.BUYER'S SOLE WARRANTY AND OTHER RIGHTS HEREUNDER FOR PRODUCT DEFECTS OF ANY KIND SHALL BE THE WARRANTY THAT IS PROVIDED BY THE MANUFACTURERS j OF SUCH PRODUCTS.MOST MANUFACTURERS WARRANTTHEIR PRODUCTS TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR A PERIOD OF AT LEAST ONE(1)YEAR FROM DATE OF DELIVERY,AND BUYER SHALL HAVE THE BENEFIT OF ANY SUCH MANUFACTURER WARRANTIES.SELLER AGREES TO SERVE AS FACILITATOR OF ANY CLAIMS MADE BY BUYER AGAINST MANUFACTURERS,BUT SELLER SHALL HAVE NO LIABILITY WHATSOEVER WITH REGARD TO ANY SUCH FACILITATION EFFORT.ANY CLAIM AGAINST A MANUFACTURER'S WARRANTY MUST BE MADE TO THE MANUFACTURER PROMPTLY UPON DISCOVERY OF A DEFECT.BUYER'S SOLE REMEDY FOR DEFECTIVE INSTALLATION PERFORMED BY SELLER SHALL BE TO REPAIR OR REPLACE,AT SELLER'S SOLE OPTION,THE SAME WITHIN THE FIRST YEAR IMMEDIATELY FOLLOWING DELIVERY.SELLER SHALL NOT LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES.NO OTHER WARRANTIES OF ANY KIND ARE EXPRESSED OR IMPLIED,AND BUYER HEREBY DISCLAIMS ANY AND ALL RIGHTS THERETO.IN ADDITION,PRODUCT WARRANTIES MAY BE INVALIDATED ON NON-COMMERCIAL ITEMS(RESIDENTIAL OR RETAIL SOURCED)USED IN COMMERCIAL SETTINGS(INCLUDING WITHOUT LIMITATION OFFICES AND HOSPITALS). SELLER MAKES NO WARRANTIES,EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR AS TO THE SUITABILITY OF ANY PURCHASE ITEMS OR SERVICES FOR ANY PARTICULAR PURPOSE.THE SOLE WARRANTY OBLIGATION OF SELLER TO BUYER SHALL BE EXPRESSLY LIMITED TO THE WARRANTY SET FORTH IN THIS PARAGRAPH 11 ALONE. J 12.LIMITATION OF DAMAGES:EACH PARTY's TOTAL LIABILITY FOR DAMAGES OR CLAIMS ARISING OUT OF OR RELATING TO THIS QUOTATION SHALL NOT EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY BUYER TO SELLER UNDER THIS QUOTATION UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE IN ANY WAY FOR SPECIAL,INDIVIDUAL,CONSEQUENTIAL,OR NON-DIRECT I DAMAGES ARISING IN ANY WAY OUT OF THIS QUOTATIONL,HOWEVER CAUSED,WHETHER ARISING OUT OF CONTRACT,TORT(INCLUDING NEGLIGENCE OR OTHERWISE),INCLUDING,WITHOUT LIMITATION,DAMAGES FOR LOST PROFITS,OR LOSS OF TIME,INCONVENIENCE OR COMMERCIAL COSTS.THE LIMITATIONS OF LIABILITY SET FORTH HEREIN SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY OF THE LIMITED REMEDIES SET FORTH HEREIN. j 13.Finance Charges:A finance charge of 1.5%per month(ANNUAL PERCENTAGE RATE OF 18.0%PER ANNUM)will be charged on all past due accounts.In the event any action,suit or other I proceeding is required to collect amounts owing to SELLER under this QUOTATION,Buyer shall reimburse all costs and expenses incurred therein by SELLER,including reasonable attorney's fee and costs. 14.Delivery and Installation Conditions:Buyer shall have the following obligations,which Buyer shall cause to occur at its sole cost and expense: a.Job Site:Job Site,including all passageways,corridors and the areas designated for installation,shall be clean,free and clear of personnel,existing furnishings,construction materials or debris or any other obstruction. b.Access:Doorways,openings and elevators shall be sufficient to allow delivery of Purchase Items without necessity of dismantling. c.Utilities/Services Electricity,heat,lighting,elevator or hoisting services shall be furnished by Buyer without cost to Seller.Parking and adequate facilities for off-loading,staging, moving and handling of Purchase Items shall be provided by Buyer. d.Hours of Delivery Job Site shall be open and available for delivery and installation of Purchase Items during Seller's normal business hours,Monday-Friday,8:00 a.m.-5:00 pm. Labor costs of Seller resulting from overtime work shall be invoiced to and fully paid by Buyer. e.Shipping:Buyer accepts responsibility to inspect Purchase Items shipped directly by manufacturer to Buyer,to note on bills of lading of any damage,and to notify carrier of such damage within 24 hours of delivery.Any such damage shall not excuse or delay payment by Buyer of Seller's invoices. f.Damage:After Delivery Any loss of or damage to product after delivery to Buyer,whether due to weather,fire,elements,other trades or other causes,shall be the sole responsibility of Buyer.Buyer shall hold Seller harmless from any such loss or damage. 15.Termination:This Quotation may be terminated by either party upon its issuance of written notice to the other party of its breach of the terms of the Quotation,which breach is not cured within fifteen(15)days of such notice.A termination by Seller of Buyer for breach will not relieve Buyer of its payment obligations to Seller existing at the time of such termination,and such sums shall become immediately due and payable.A termination by Seller of Buyer for breach shall not be the exclusive remedy of Seller,and Buyer shall be obligated to reimburse Seller in full for all costs Seller incurs in connection with cancellation of any orders which have not yet been shipped or any services which have not yet been rendered. I 16.Authorization:Buyer represents and warrants that the person signing below on behalf of Buyer possesses full and proper authorization to enter into this Quotation,and acknowledges that the Quotation is legally binding agreement as to Buyer. 17.Governing Law:This Quotation shall be governed by the laws of the State of California(without regard to any conflict of laws provision),Any legal action regarding the enforcement or construction of the terms of this Quotation shall be determined solely and exclusively in the venue of the United States Federal Court or the Superior Court of the State of California,in the city of San Jose and the 1 County of Santa Clara. 18.Entire Agreement:This Quotation contains the complete and exclusive agreement and understanding between the parties concerning the subject matter of this Quotation,and supersedes all prior and contemporaneous proposals,agreements,understandings,negotiations,representations,warranties,conditions,and communications,oral or written,between the parties relating to the same i subject matter.The terms and conditions of this Quotation will prevail and control in the event of any different,conflicting or additional terms and conditions that may appear on any purchase order,acknowledgement,invoice or other writing issued by either party in connection with this Quotation.The express terms of this Quotation shall supersede and control over any course of performance,course of dealing,or usage of the trade inconsistent with any of the terms of this Quotation.No amendment or modification of this Quotation shall be effective unless it is made in writing, www.pivotinteriors.com Pivot Interiors,Inc. 1 3355 Scott Blvd Ste 110 1 Santa Clara,CA 95054-3138 USA Page 6 of 7 Quotation PIVOT SAQT-000024854 and is signed by an authorized representative of Seller and Buyer. 19.Confidentiality:Buyer agrees,except upon the prior written consent of Seller,that it will keep and maintain in strict confidence the existence and contents of this Quotation,for a period of one(1) year from date hereof. 20.General: a.Assignment Neither this Quotation nor any portion thereof,nor any right or interest therein,shall be assignable or transferable by Buyer without the express written consent I of Seller,and any attempted assignment or transfer by Buyer which is lacking such consent shall be void and of no effect whatsoever. b.Attorneys'Fees:In the event of any legal action brought by a party to enforce or construe this Quotation or any of the provisions thereof,the party prevailing in such action shall be entitled,in addition to other relief,to recover its reasonable attorneys'fees and costs incurred therein. c.Attorneys'Fees:Storage Services In the event that all or any portion of this Quotation pertains to Seller's providing to Buyer storage services relating to any items of property owned by Buyer,the following terms shall apply(i)SELLER MAKES NO WARRANTY WHATSOEVER,WHETHER EXPRESS,IMPLIED OR OTHERWISE,RESPECTING THE CONDITIONS APPLICABLE TO THE STORAGE FACILITIES INCLUDING,WITHOUT LIMITATION,ANY WARRANTY RESPECTING THE SAFETY OF SUCH FACILITIES FROM FIRE,EARTHQUAKE,WAR,TERRORISM OR INSURRECTION,OR ANY OTHER RISKS,INCLUDING WITHOUT LIMITATION BURGLARY,ROBBERY OR THEFT;(ii)Buyer shall indemnify Seller from and hold Seller free and harmless from any claim or demand by any party against Seller,including attorneys'fees and costs,respecting any of Buyer's property items being stored by Seller,(III)Seller shall at all times have,in addition to any other liens provided for herein,a lien and security interest against all items stored by Buyer with Seller from time to time hereunder,to secure the obligations of Buyer for all storage fees and related charges and other claims arising hereunder,and(iv)Seller shall have,without limiting its other rights and remedies, all the rights and benefits provided under the California Commercial Code and any other laws,in California or elsewhere,applicable to warehousemen and warehouse owners and operators.The signature of the Buyer below shall signify its agreement to the terms and conditions of this Quotation. Total nontaxable $486.46 Total taxable $20,055.98 Tax $1,805.04 TOTAL AMOUNT-USD $22,347.48 f ems. ��IirG� � w ��,oG�✓�/rU��,�,,�` �C�'�'S'�"/�� Signature: Title: Date: Carl Valdez Print name All products sold by Pivot Interiors,Inc are TSCA Title VI Compliant for Formaldehyde www.pivotinteriors.com Pivot Interiors,Inc. 1 3355 Scott Blvd Ste 110 1 Santa Clara,CA 95054-3138 USA Page 7 of 7 PUBLIC WORKS CONSTRUCTION CONTRACTS Small Projects - $60,000 Insurance Requirements: Exhibit B Contractor shall procure and maintain for the duration of the contract, and for five years following the completion of the Project, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an "occurrence" basis, written on a comprehensive general liability form, and must include coverage for liability arising from Contractor's or Subcontractor's acts or omissions, including Contractor's protected coverage, blanket contractual,products and completed operations,vehicle coverage and employer's non-ownership liability coverage, with limits of at least $2,000,000 per occurrence. The CGL policy must protect against any and all liability forpersonal injury,death,property damage or destruction,and personal and advertising injury.If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO CG 25 03 or 25 04)or the general aggregate limit shall be twice the required occurrence limit. a. It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(1)the minimum coverage/limits specified in this agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Contractor's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance,and shall be at least as broad as ISO CG 20 0104 13 c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability:ISO Form CA 00 01 covering any auto(Code 1),or if Contractor has no owned autos,then hired autos (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits, and Employer's Liability Insurance of no less than$1,000,000 per accident for bodily injury or disease,or as otherwise required by statute.If Contractor is self-insured,Contractor must provide a Certificate of Permission to Self-Insure, duly authorized by the DIR. ❑ N/A if box checked(Contractor provides written verification it has no employees). 4. Professional Liability with limits no less than$1,000,000 per occurrence or claim,and$2,000,000 aggregate. tp N/A if box checked(Contract is not design/build). 5. Builder's Risk. Course of Construction insurance utilizing an "All Risk" (Special Perils) coverage form, with limits pqual to the completed value of the project and no coinsurance penalty provisions. N/A if box checked(Project does not involve construction or improvements/installations to property). Insurance Requirements for Construction Contracts-$60,000 Version:Jan. 2019 1 6. Contractors' Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions with limits no less than$1,000,000 per occurrence or claim,and$2,000,000 policy aggregate. N/A if box checked(Project does not involve environmental hazards). If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Self-Insured Retentions. Self-insured retentions must be declared to and approved by City. At City's option, either: (1) Contractor shall cause the insurer to reduce or eliminate self-insured retentions as respects City, its officers, officials, employees, and volunteers; or (2) Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide,that the self-insured retention may be satisfied by either the named insured or the City. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain,the following provisions: Additional Insured Status The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment fizrnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary Coverage For any claims related to this Project,Contractor's insurance coverage shall be"primary and non-contributory"and at least as broad as ISO CG 20 0104 13 with respect to City,its officers,officials,employees and volunteers,and shall not seek contribution from City's insurance. If the limits of insurance are satisfied in part by Umbrella/Excess Insurance,the Umbrella/Excess Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a"primary and non-contributory"basis for the benefit of City. Notice of Cancellation Each insurance policy required shall provide that coverage shall not be canceled, except with notice to the City. Each certificate of insurance must state that the coverage afforded by the policy is in force and will not be reduced,cancelled or allowed to expire without at least 30 days advance written notice to City,unless due to non-payment of premiums, in which case ten days advance written notice must be provided to City. Such notice must be sent to City via certified mail and addressed to the attention of the City Manager. Builder's Risk Contractor may submit Builder's Risk insurance in the form of Course of Construction coverage, which shall name the City as a loss payee, as its interest may appear.The Builder's Risk policy must be issued on an occurrence basis, for all-risk coverage on a 100% completed value basis on the insurable portion of the Project, with no coinsurance penalties,and for the benefit of City.If the Project does not involve new or major reconstruction,City may elect,acting in its sole discretion,to accept an Installation Floater policy instead of Builder's Risk. For such projects,the Property Installation Floater shall include improvement,remodel,modification,alteration,conversion or adjustment to existing buildings, structures, processes, machinery and equipment, and shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired,broken, or destroyed during the performance of the Work, including during transit, installation,and testing at the City's site. Insurance Requirements for Construction Contracts-$60,000 Version:Jan. 2019 2 Waiver of Subrogation Each required policy must include an endorsement providing that the carrier agrees to waive any right of subrogation it may have against City.Contractor agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor,its employees, agents and subcontractors. Acceptability of Insurers Insurance must be issued by insurers acceptable to City and licensed to do business in the State of California,and each insurer must have an A.M.Best's financial strength rating of"A"or better and a financial size rating of"VII"or better. Verification of Coverage Contractor shall famish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements,required by these specifications, at any time. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. Surety Bonds As required by Contract and described in the Contract Documents.The Payment and Performance Bonds shall be in a sum equal to the Contract Price. If the Performance Bond provides for a one-year warranty a separate Maintenance Bond is not necessary. If the warranty period specified in the Contract is for longer than one year a Maintenance Bond equal to 10% of the Contract Price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California. Special Risks or Circumstances City reserves the right to modify these requirements,based on the nature of the risk,prior experience,insurer,coverage, or other circumstances. Insurance Requirements for Construction Contracts-$60,000 Version:Jan. 2019 3 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/09/05/20YYYY) 19 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). PRODUCER CONTACT Corey H.Evans Van Wyk Risk Solutions NAME PHONE 616 726-1069 FAX 616 942-8199 150 Ottawa Ave NW A c No Ext: A/C No): Suite 1000 E-MAIL van e ADDRESS: core y @ kcor p'com Grand Rapids, MI 49503 INSURERS AFFORDING COVERAGE NAIC# INSURERA: Natl Union Fire Ins Co of Pittsburg 19445 INSURED Pivot Interiors, Inc. INSURER13: Travelers Property Casualty Company�Amerlca 25674 3355 Scott Blvd.Suite 110 INSURER C: Capitol Specialty Ins 10328 Santa Clara,CA 95054 INSURER D: Aspen American Insurance Company 43460 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 2019-2020 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I ADDL SUBR ! POLICY EFF POLICY EXP LTR TYPE OF INSURANCE S POLICY Nl1MBER MM/DD/YYYY MM/DD/YYYY LIMITS A COMMERCIALGENERALLIABILITY 5180181 3/1/2019 3/1/2020/, EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED 300,000 PREMISES Ea occurrence $ MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000• POLICY V PRO ❑LOC PRODUCTS-COMP/OPAGG $ 2,000,000 JECT OTHER: $ A AUTOMOBILE LIABILITY 2961608 3/1/2019 3/1/2020 CO Ea aMBccidentdeals NGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY per accident fJ $ B UMBRELLALIAS OCCUR ZUP-14P65529-19-NF 3/1/2019 3/l/2020' EACH OCCURRENCE $ 5,000,000 p EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED RETENTION$ § A WORKERS COMPENSATION 080756396 3/1/2019 3/1/2020'� PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNERIEXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D EMPLOYEE THEFT DSUMLP000221 3/1/2019 3/1/2020 Per Claim $1,000,000 C PROFESSIONAL LIABILITY SGC0352001 3/28/2019 3/1/2020,+` Per Claim(Each Act) $2,000,000 (Retention$10,000) Aggregate $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are included as additional insured on a primary& non-contributory basis as required by written contract. Waiver of subrogation applies as required by written contract. 30 days notice of cancellation applies per the attached. CERTIFICATE HOLDER CANCELLATION Email:carly@cupertino.org SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: GL 518-01-81 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations ANY PERSON OR ORGANIZATION WHOM YOU PER THE CONTRACT OR AGREEMENT. BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to that which you are required by the contract include as an additional insured the person(s) or or agreement to provide for such additional organizations)shown in the Schedule,but only insured. with respect to liability for "bodily injury", B. With respect to the insurance afforded to these "property damage"or "personal and advertising additional insureds, the following additional injury" caused, in whole or in part, by: exclusions apply: 1. Your acts or omissions; or This insurance does not apply to "bodily injury" 2. The acts or omissions of those acting on or"property damage" occurring after: your behalf; 1. All work, including materials, parts or in the performance of your ongoing operations equipment furnished in connection with such for the additional insured(s) at the location(s) work, on the project (other than service, designated above. maintenance or repairs) to be performed by or on behalf of the additional insured(s) at However: the location of the covered operations has 1. The insurance afforded to such additional been completed; or insured only applies to the extent permitted 2. That portion of "your work" out of which by law; and the injury or damage arises has been put to 2. If coverage provided to the additional its intended use by any person or insured is required by a contract or organization other than another contractor or agreement, the insurance afforded to such subcontractor engaged in performing additional insured will not be broader than operations for a principal as a part of the same project. CG 20 10 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 2 ❑ C. With respect to the insurance afforded to these 2. Available under the applicable Limits of additional insureds, the following is added to Insurance shown in the Declarations; Section III-Limits Of Insurance: If coverage provided to the additional insured is whichever is less. required by a contract or agreement,the most This endorsement shall not increase the we will pay on behalf of the additional insured applicable Limits of Insurance shown in the is the amount of insurance: Declarations. 1. Required by the contract or agreement; or Page 2 of 2 0 Insurance Services Office, Inc., 2012 CG 20 10 04 13 ❑ POLICY NUMBER: GL 518-01-81 COMMERCIAL GENERAL LIABILITY CG 20 15 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - !VENDORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s)(Vendor) Your Products VENDORS WHO SELL OR DISTRIBUTE YOUR ALL PRODUCTS PRODUCTS Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 - Who Is An Insured is amended to a. "Bodily injury" or "property damage" for include as an additional insured any person(s)or which the vendor is obligated to pay organization(s) (referred to throughout this damages by reason of the assumption of endorsement as vendor)shown in the Schedule, liability in a contract or agreement. This but only with respect to "bodily injury" or exclusion does not apply to liability for "property damage" arising out of "your damages that the vendor would have in products" shown in the Schedule which are the absence of the contract or distributed or sold in the regular course of the agreement; vendor's business. b. Any express warranty unauthorized by However: you; 1. The insurance afforded to such vendor only c. Any physical or chemical change in the applies to the extent permitted by law; and product made intentionally by the vendor; 2. If coverage provided to the vendor is d. Repackaging, except when unpacked required by a contract or agreement, the solely for the purpose of inspection, insurance afforded to such vendor will not demonstration, testing, or the be broader than that which you are required substitution of parts under instructions by the contract or agreement to provide for from the manufacturer, and then such vendor. repackaged in the original container; B. With respect to the insurance afforded to these e. Any failure to make such inspections, vendors, the following additional exclusions adjustments, tests or servicing as the apply: vendor has agreed to make or normally 1. The insurance afforded the vendor does not undertakes to make in the usual course apply to: of business, in connection with the distribution or sale of the products; CG 20 15 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 2 ❑ f. Demonstration, installation, servicing or in connection with the distribution or repair operations,except such operations sale of the products. performed at the vendor's premises in 2. This insurance does not apply to any insured connection with the sale of the product; person or organization,from whom you have g. Products which, after distribution or sale acquired such products, or any ingredient, by you, have been labeled or relabeled or part or container, entering into, accom- used as a container,part or ingredient of panying or containing such products. any other thing or substance by or for C. With respect to the insurance afforded to these the vendor; or vendors, the following is added to Section III - h. "Bodily injury" or "property damage" Limits Of Insurance: arising out of the sole negligence of the If coverage provided to the vendor is required vendor for its own acts or omissions or by a contract or agreement, the most we will those of its employees or anyone else pay on behalf of the vendor is the amount of acting on its behalf. However, this insurance: exclusion does not apply to: 1. Required by the contract or agreement; or (1)The exceptions contained in Sub- 2. Available under the applicable Limits of paragraphs d. or f.; or Insurance shown in the Declarations; (2)Such inspections, adjustments, tests whichever is less. or servicing as the vendor has agreed to make or normally undertakes to This endorsement shall not increase the make in the usual course of business, applicable Limits of Insurance shown in the Declarations. Page 2 of 2 p Insurance Services Office, Inc., 2012 CG 20 15 04 13 13 POLICY NUMBER: GL 518-01-81 COMMERCIAL GENERAL LIABILITY CG 20 33 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section 11 - Who Is An Insured is amended to a. The preparing, approving, or failing to include as an additional insured any person or prepare or approve, maps, shop organization for whom you are performing drawings, opinions, reports, surveys, operations when you and such person or field orders, change orders or drawings organization have agreed in writing in a contract and specifications; or or agreement that such person or organization b. Supervisory, inspection, architectural or be added as an additional insured on your engineering activities. policy. Such person or organization is an addi- tional insured only with respect to liability for This exclusion applies even if the claims against "bodily injury", "property damage" or "personal any insured allege negligence or other wrong- and advertising injury" caused, in whole or in doing in the supervision, hiring, employment, part, by: training or monitoring of.others by that insured, if the"occurrence"which caused the "bodily in- 1. Your acts or omissions; or jury" or "property damage", or the offense 2. The acts or omissions of those acting on which caused the "personal and advertising your behalf; injury", involved the rendering of or the failure in the performance of your ongoing operations to render any professional architectural, for the additional insured. engineering or surveying services. However, the insurance afforded to such 2. "Bodily injury" or "property damage" additional insured: occurring after: 1. Only applies to the extent permitted by law; a. All work, including materials, parts or and equipment furnished in connection with such work, on the project (other than 2. Will not be broader than that which you are service, maintenance or repairs) to be required by the contract or agreement to performed by or on behalf of the provide for such additional insured. additional insured(s)at the location of the A person's or organization's status as an addi- covered operations has been completed; tional insured under this endorsement ends or when your operations for that additional insured b. That portion of"your work"out of which are completed. the injury or damage arises has been put B. With respect to the insurance afforded to these to its intended use by any person or additional insureds, the following additional ex- organization other than another clusions apply: contractor or subcontractor engaged in This insurance does not apply to: performing operations for a principal as a 1. "Bodily injury", part of the same project. ", "property damage" or C. With respect to the insurance afforded to these "personal and advertising injury" arising out p of the rendering of, or the failure to render, additional insureds, the following is added to any professional architectural,engineering or Section III-Limits Of Insurance: surveying services, including: The most we will pay on behalf of the additional insured is the amount of insurance: CG 20 33 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 2 ❑ 1. Required by the contract or agreement you Insurance shown in the Declarations; have entered into with the additional whichever is less. insured;or This endorsement shall not increase the 2. Available under the applicable Limits of applicable Limits of Insurance shown in the Declarations. Page 2 of 2 A Insurance Services Office, Inc., 2012 CG 20 33 04 13 ❑ POLICY NUMBER: GL 518-01-81 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROD UCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Location And Description Of Completed Operations Or Organization(s) ANY PERSON OR ORGANIZATION PER THE CONTRACT OR AGREEMENT. WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to which you are required by the contract or include as an additional insured the person(s)or agreement to provide for such additional organization(s)shown in the Schedule,but only insured. with respect to liability for "bodily injury" or B. With respect to the insurance afforded to these "property damage" caused, in whole or in part, additional insureds, the following is added to by "your work" at the location designated and Section III-Limits Of Insurance: described in the Schedule of this endorsement If coverage provided to the additional insured is performed for that additional insured and required by a contract or agreement, the most included in the "products-completed operations we will pay on behalf of the additional insured hazard". is the amount of insurance: However: 1. Required by the contract or agreement; or 1. The insurance afforded to such additional 2. Available under the applicable Limits of Insu- insured only applies to the extent permitted rance shown in the Declarations; by law; and 2. If coverage whichever is less. g provided to the additional insured is required by a contract or agree- This endorsement shall not increase the appli- ment, the insurance afforded to such addi- cable Limits of Insurance shown in the Decla- tional insured will not be broader than that rations. CG 20 37 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1 ❑ POLICY NUMBER: GL 518-01-81 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTSICOMPLEfED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: PURSUANT TO APPLICABLE WRITTEN CONTRACT OR AGREEMENT YOU ENTER INTO. Information required to complete this Schedule,if not shown above,will be shown in the Declarations. The following is added to Paragraph 8.Transfer Of Rights Of Recovery Against Others To Us of Sec- tion IV-Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing opera- tions or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 k) Insurance Services Office, Inc., 2008 Page 1 of 1 ❑ POLICY NUMBER: GL 518-01-81 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance policy provided that: Condition and supersedes any provision to the (11 The additional insured is a Named Insured contrary: under such other insurance;and Primary And Noncontributory Insurance (2)You have agreed in writing in a contract This insurance is primary to and will not or agreement that this insurance would seek contribution from any other insurance be primary and would not seek contribu- available to an additional insured under your tion from any other insurance available to the additional insured. CG 20 01 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1 ENDORSEMENT This endorsement,effective 12:01 A.M. 3/1/2019 forms part of policy No.CA 296-16-08 issuedto PIVOT INTERIORS, INC. by NATIONAL UNION FIRE INSURANCE COMPANY OF P I TTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. INSURANCE PRIMARY AS TO CERTAIN ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV - Business Auto Conditions, B., General Conditions, 5., Other Insurance, c., is amended by the addition of the following sentence: The insurance afforded under this policy to an additional insured will apply as primary insurance for such additional insured where so required under an agreement executed prior to the date of accident We will not ask any insurerthathas issued other insurance to such additionalinsuredto contribute to the settlement of loss arising out of such accident. All other terms and conditions remain unchanged. Authorized Representative or Countersignature(in States Where 74445 (10/99) Applicabl e) ENDORSEMENT# This endorsement, effective 12:01 A.M. 3/1/2019 forms a part of Policy No.CA 296-16-08 issued to PIVOT INTERIORS, INC. By NATIONAL UNION FIRE INSURANCE COMPANY OF P I TTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIMITED ADVICE OF CANCELLATION PROVIDED VIA E-MAIL TO ENTITIES OTHER THAN THE FIRST NAMED INSURED This policy is amended as follows: In the event that the Insurer cancels this policy for any reason other than non-payment of premium, and 1, the cancellation effective date is prior to this policy's expiration date; 2. the First Named Insured is under an existing contractual obligation to notify a certificate holder when this policy is canceled (hereinafter, the "Certificate Holder(s)") and has provided to the Insurer, either directly or through its broker of record, the email address of a contact at each such entity; and 3. the Insurer received this information after the First Named Insured receives notice of cancellation of this policy and prior to this policy's cancellation effective date, via an electronic spreadsheet that is acceptable to the Insurer, the Insurer will provide advice of cancellation (the "Advice") via e-mail to each such Certificate Holders within 30 days after the First Named Insured provides such information to the Insurer; provided, however, that if a specific number of days is not stated above, then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the First Named Insured provides such information to the Insurer. Proof of the Insurer emailing the Advice, using the information provided by the First Named Insured, will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy. The following Definitions apply to this endorsement: 1. First Named Insured means the Named Insured shown on the Declarations Page of this policy. 2. Insurer means the insurance company shown in the header on the Declarations page of this policy. All other terms, conditions and exclusions shall remain the same. Authorized Representative 107414 (03/11) Page 1 ENDORSEMENT# This endorsement, effective 12:01 A.M. 3/1/2019 forms a part of Policy No.GL 518-01-81 issued to PIVOT INTERIORS, INC. By NATIONAL UNION FIRE INSURANCE COMPANY OF P 1 TTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIMITED ADVICE OF CANCELLATION PROVIDED VIA E-MAIL TO ENTITIES OTHER THAN THE FIRST NAMED INSURED This policy is amended as follows: In the event that the Insurer cancels this policy for any reason other than non-payment of premium, and 1. the cancellation effective date is prior to this policy's expiration date; 2. the First Named Insured is under an existing contractual obligation to notify a certificate holder when this policy is canceled (hereinafter, the "Certificate Holders)") and has provided to the Insurer, either directly or through its broker of record, the email address of a contact at each such entity; and 3, the Insurer received this information after the First Named Insured receives notice of cancellation of this policy and prior to this policy's cancellation effective date, via an electronic spreadsheet that is acceptable to the Insurer, the Insurer will provide advice of cancellation (the "Advice") via e-mail to each such Certificate Holders within 30 days after the First Named Insured provides such information to the Insurer; provided, however, that if a specific number of days is not stated above, then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the First Named Insured provides such information to thelnsurer. Proof of the Insurer emailing the Advice, using the information provided by the First Named Insured, will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy. The following Definitions apply to this endorsement: 1. First Named Insured means the Named Insured shown on the Declarations Page of this policy. 2. Insurer means the insurance company shown in the header on the Declarations page of this policy. All other terms, conditions and exclusions shall remain the same. Authorized Representative 107414 (03/11) Page 1 ENDORSEMENT This endorsement, effective 12:01 A.M. 3/1/2019 forms a part of policy No.CA 296-16-08 issued to PIVOT INTERIORS, INC. by NATIONAL UNION FIRE INSURANCE COMPANY OF P I TTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE ADDITIONAL INSURED: Any person or organization for whom you are contractually bound to provide Additional Insured status but only to the extent of such person's or organization's liability arising out of the use of a covered "auto". I. SECTION If-LIABILITY COVERAGE,A.Coverage, 1.-Who Is Insured, is amended to add: d. Any person or organization, shown in the schedule above, to whom you become obligated to include as an additional insured under this policy,as a result of any contractor agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered "auto". 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. Authorized Representative or Countersignature(in States Where Applicable) 87950(10/05) Page 1 of 1 ENDORSEMENT This endorsement, effective 12:01 A.M. 3/1/2019 forms a part of policy No. CA 296-16-08 issued to PIVOT INTERIORS, INC. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV - Business Auto Conditions, A. - Loss Conditions, 5. - Transfer of Rights of Recovery Against Others to Us,is amended to add: However,we will waive any right of recover we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an"accident" or"loss" if: (1) The "accident" or "loss" is due to operations undertaken in accordance with the contract existing between you and such person or organization;and (2) The contract or agreement was entered into prior to any"accident" or"loss". No waiver of the right of recovery will directly or indirectly apply to your employees or employees of the person or organization, and we reserve our rights or lien to be reimbursed from any recovery funds obtained by any injured employee. AUTHORIZED REPRESENTATIVE 62897(6/95) BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following"attaching clause" need be completed only when this endorsement is issued subsequent to pr;710-75-6396 f-ih policy). This endorsement,effective 12:01 AM 3/1/2019 forms a part of Policy No. Issued to P I VOT INTERIORS, INC. By NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization with whom you have a written contract that requires you to obtain this agreement from us, as regards any work you perform for such person or organization. The additional premium for this endorsement shall be 2.00 % of the total estimated workers compensation premium for this policy. WC 04 03 61 Countersigned by----- ----- - ------- (Ed.11190) ------- ----- Authorized Representative THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following"attaching clause" need be completed only when this endorsement is issued subsequent to prepara' of the policy). This endorsement, effective 12:01 AM 3/1/2019 forms a part of Policy No.WC 080-75-6396 Issued to PIVOT INTERIORS, INC. By NATIONAL UNION FIRE INSURANCE COMPANY OF P I TTSBURGH, PA. LIMITED ADVICE OF CANCELLATION PROVIDED VIA E-MAIL TO ENTITIES OTHER THAN THE NAMED INSURED (WORKERS' COMPENSATION ONLY) This policy is amended as follows: In the event that the Insurer cancels this policy for any reason other than non-payment of premium, and 1. the cancellation effective date is prior to this policy's expiration date; 2. the Named Insured or, if applicable, any other employers named in Item 1 of the Information Page is under an existing contractual obligation to notify a certificate holder when this policy is canceled (hereinafter, the "Certificate Holder(s)") and the Named Insured has provided to the Insurer, either directly or through its broker of record, the email address of a contact at each such entity;and 3, the Insurer received this information after the Named Insured receives notice of cancellation of this policy and prior to this policy's cancellation effective date, via an electronic spreadsheet that is acceptable to the Insurer, the Insurer will provide advice of cancellation (the "Advice") via e-mail to each such Certificate Holders within 30 days after the Named Insured provides such information to the Insurer; provided, however, that if a specific number of days is not stated above, then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the Named Insured provides such information to the Insurer. Proof of the Insurer emailing the Advice, using the information provided by the First Named Insured, will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy. The following definitions apply to this endorsement: 1. Named Insured means the insured first named employer in Item 1 of the Information Page of this policy. 2. Insurer means the insurance company shown in the header on the Information Page of this policy. All other terms, conditions and exclusions shall remain the same. AUTHORIZED REPRESENTATIVE WC 99 00 56 (Ed. 04111) C ELLA iPolicy# ZUP-14P65529-19-NF a. eking damages to which this w ave paid;�ffered—to p r insurance does not apply; or deposited in court the part of the b. If any other insurer has a duty to judgment that is within the applicable limit of insurance. If defend. we do not pay part of the 3. When we have the duty to defend, judgment for any reason other we may, at our discretion, investigate than it is more than the applicable and settle any claim or "suit". In all limit of insurance, we will not other cases, we may, at our pay any interest that accrues on discretion, participate in the that portion of the judgment. investigation, defense and settlement With respect to a claim we of any claim or "suit for damages investigate or settle, or "suit" against to which this insurance may apply. If an insured we defend under COVERAGE we exercise such right to participate, A — EXCESS FOLLOW—FORM LIABILITY, all expenses we incur in doing so these payments will not reduce the will not reduce the applicable limits applicable limits of insurance, but of insurance. only if the applicable "underlying 4. Our duty to defend ends when we insurance" provides for such have used up the applicable limit of payments in addition to its limits of insurance in the payment of insurance. With respect to a claim we judgments or settlements, or defense investigate or settle, or "suit" against expenses if such expenses are within an insured we defend under COVERAGE the limits of insurance of this policy. B — UMBRELLA LIABILITY, these 5. We will pay, with respect to a claim payments will not reduce the we investigate or settle, or "suit" applicable limits of insurance. against an insured we defend: SECTION II — WHO IS AN INSURED a. All expenses we incur. A. COVERAGE A — EXCESS FOLLOW—FORM b. The cost of: LIABILITY (1) Bail bonds required because of With respect to Coverage A, the accidents or traffic law following persons and organizations violations arising out of the qualify as insureds: use of any vehicle to which 1. The Named Insured shown in the this insurance applies; or Declarations; and (2) Appeal bonds and bonds to 2. Any other person or organization release attachments; qualifying as an insured in the but only for bond amounts within "underlying insurance". If you have the applicable limit of insurance. agreed to provide insurance for that We do not have to furnish these person or organization in a written bonds. contract or agreement: c. All reasonable expenses incurred a. The limits of insurance afforded by the insured at our request to to such person or organization assist us in the investigation or will be: defense of such claim or "suit", (1) The amount by which the including actual loss of earnings minimum limits of insurance up to $1,000 a day because of you agreed to provide such time off from work. person or organization in that d. All court costs taxed against the written contract or agreement insured in the "suit". However, exceed the total limits of these payments do not include insurance of all applicable attorneys' fees or attorneys' "underlying insurance"; or expenses taxed against the (2) The limits of insurance of this insured. policy; e. Prejudgment interest awarded whichever is less; and against the insured on that part of the judgment we pay. If we make b. Coverage under this policy does an offer to pay the applicable not apply to such person or limit of insurance, we will not organization if the minimum limits pay any prejudgment interest of insurance you agreed to based on that period of time after provide such person or the offer. organization in that written contract or agreement are wholly f. All interest that accrues on the within the total limits of insurance full amount of any judgment after of all available applicable entry of the judgment and before "underlying insurance". Page 4 of 23 0 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 UMBRELLA b. To sue us on this insurance unless M. OTHER INSURANCE all of its terms have been fully This insurance is excess over an valid complied with. and collectible "other insurance"any 2. A person or organization may sue us such "other insurance" is stated to be to recover on an agreed settlement primary, contributing, excess, contingent or on a final judgment against an or otherwise. This provision does not insured. We will not be liable for apply to a policy bought specifically to damages that: apply as excess of this insurance. a. Are not payable under the terms However, if you specifically agree in a of this insurance; or written contract or agreement that the insurance provided to any person or b. Are in excess of the applicable organization that qualifies as an insured limit of insurance. under this insurance must apply on a An agreed settlement means a primary basis, or a primary and non- settlement and release of liability contributory basis, then insurance signed by us, the insured and the provided under Coverage A is subject to claimant or the claimant's legal the following provisions: representative. 'I. This insurance will apply before any L. MAINTENANCE OF UNDERLYING INSURANCE "other insurance" that is available to 1. The insurance afforded by each such additional insured which covers policy of "underlying insurance" will that person or organization as a named insured, and we will not share be maintained for the full policy with that "other insurance", provided period of this Excess Follow-Form that the injury or damage for which And Umbrella Liability Insurance. This coverage is sought is caused by an provision does not apply to the "event" that takes place or is reduction or exhaustion of the committed subsequent to the signing aggregate limit or limits of such "underlying insurance" solely by of that contract or agreement by you. payments as permitted in Paragraphs 2. This insurance is still excess over 4.a.(1), (2) and (3) of COVERAGE A — any valid and collectible "other EXCESS FOLLOW—FORM LIABILITY of insurance", whether primary, excess, SECTION I — COVERAGES. As such contingent or otherwise, which covers policies expire, you will renew them that person or organization as an at limits and with coverage at least additional insured or as any other equal to the expiring limits of insured that does not qualify as a insurance. If you fail to comply with named insured. the above requirements, Coverage A N. PREMIUM is not invalidated. However, in the event of a loss, we will pay only to 1. The first Named Insured shown in the the extent that we would have paid Declarations is responsible for the had you complied with the above payment of all premiums and will be requirements. the payee for any return premiums. 2. The first Named Insured shown in the 2. If the premium is a flat charge, it is Declarations must give us written not subject to adjustment except as notice of any change in the provided in Paragraph 4. below. "underlying insurance" as respects: 3. If the premium is other than a flat a. Coverage; charge, it is an advance premium only. The earned premium will be b. Limits of insurance; computed at the end of the policy c. Termination of any coverage; or period, or at the end of each year of the policy period if the policy period d. Exhaustion of aggregate limits. is two years or longer, at the rate 3. If you are unable to recover from shown in the Declarations, subject to any "underlying insurer" because the Minimum Premium. you fail to comply with any term 4. Additional premium may become or condition of the "underlying payable when coverage is provided insurance", Coverage A is not for additional insureds under the invalidated. However, we will pay for provisions of SECTION II — WHO IS AN any loss only to the extent that we INSURED. would have paid had you complied with that term or condition in that 0. PREMIUM AUDIT "underlying insurance". The premium for this policy is the amount stated in Item 5. of the Declarations. The premium is a flat EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 15 of 23 UMBRELLA charge unless it is specified in the 2. Separately to each insured against Declarations as adjustable. whom claim is made or "suit" is P. PROHIBITED COVERAGE — UNLICENSED brought. INSURANCE T. WAIVER OR TRANSFER OF RIGHTS OF 1. With respect to loss sustained by any RECOVERY AGAINST OTHERS TO US insured in a country or jurisdiction in 1. If the insured has rights to recover which we are not licensed to provide all or part of any payment we have this insurance, this insurance does made under this insurance, those not apply to the extent that insuring rights are transferred to us and the such loss would violate the laws or insured must do nothing after loss to regulations of such country or impair them. At our request, the jurisdiction. insured will bring suit or transfer 2. We do not assume responsibility for: those rights to us and help us, and with respect to Coverage A, the a. The payment of any fine, fee, "underlying insurer", enforce them. penalty or other charge that may If the insured has agreed w ee�d in be imposed on any person or a contract or agreement to waive organization in any country or that insured's right of recovery jurisdiction because we are not against any person or organization, licensed to provide insurance in we waive our right of recovery such country or jurisdiction; or against that person or organization, b. The furnishing of certificates or but only for payments we make other evidence of insurance in any because of an "event" that takes country or jurisdiction in which we place or is committed subsequent to are not licensed to provide the execution of that contract or insurance. agreement by such insured. Q. PROHIBITED COVERAGE — TRADE OR 2. Reimbursement of any amount ECONOMIC SANCTIONS recovered will be made in the We will provide coverage for any loss, following order: or otherwise will provide any benefit, a. First, to any person or only to the extent that providing such organization (including us or the coverage or benefit does not expose us insured) who has paid any amount or any of our affiliated or parent in excess of the applicable limit companies to: of insurance; 1. Any trade or economic sanction under b. Next, to us; and any law or regulation of the United �, Then, to any person or States of America; or organization (including the insured 2. Any other applicable trade or and with respect to Coverage A, economic sanction, prohibition or the "underlying insurer") that is restriction. entitled to claim the remainder, if R. REPRESENTATIONS any. By accepting this insurance, you agree: 3. Expenses incurred in the process of recovery will be divided among all 1. The statements in the Declarations persons or organizations receiving and any subsequent notice relating to amounts recovered according to the underlying insurance are accurate ratio of their respective recoveries. and complete; U. TRANSFER OF YOUR RIGHTS AND DUTIES 2. Those statements are based upon UNDER THIS INSURANCE representations you made to us; and 1. Your rights and duties under this 3. We have issued this insurance in insurance may not be transferred reliance upon your representations. without our written consent except in S. SEPARATION OF INSUREDS the case of death of an individual Named Insured. Except with respect to the Limits of 2. If you die, your rights and duties will Insurance, and any rights or duties be transferred to our legal specifically assigned in this policy to representative but only while acts g the first Named Insured shown in the our within the scope of duties as Declarations, this insurance applies: legal representative. Until your legal 1. As if each Named Insured were the representative is appointed, anyone only Named Insured; and having proper temporary custody of your property will have your rights and duties but only with respect to that property. Page 16 of 23 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16