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20-006 Pivot Interiors, Inc., City Hall Administrative Area Design CITY OF SERVICES 0 AGREEMENT ($5,000 OR LESS) CUPERTINO 1. Parties.This Agreement("Agreement")is made by and between the City of Cupertino,a municipal corporation("City")and Pivot Interiors.Inc. ("Contractor"), a Corporation , and is effective on the last date signed below("Effective Date"). 2. Services.Contractor agrees to provide the programs,classes or activities("Services")set forth in detail in the Scope of Services,attached and incorporated here as Exhibit A. 3. Time of Performance.This Agreement begins on the Effective Date and ends on March 6,2020 ("Contract Time"),unless terminated earlier as provided herein.Contractor must deliver the Services in accordance with the Schedule of Performance included or attached to Exhibit A.Time is of the essence for the performance of all the Services. Contractor must have sufficient time,resources,and qualified staff to deliver the Services on time.The City's designated supervisor for this Agreement may extend the Contract Time by up to six(6)months through a written amendment to this Agreement,provided such extension does not include additional contract funds. 4. Compensation.City will pay Contractor for satisfactory performance of the Services an amount that will based upon actual costs but that will be capped so as not to exceed$_4,950.00 ("Contract Price"),based upon the Scope of Services and the budget and rates included in Exhibit A. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount.Upon Cityapproval of written invoices,Contractor will be paid as follows: (check one;cross out others): DA lump sum amount of$ which shall not exceed the Contract Price. ✓OAt the rate of$95.00 per hour for a total not to exceed the ContraetPrice. [313ased on the payment schedule included or attached to Exhibit A which shall not exceed the Contract Price. 5. Independent Contractor.Contractor is an independent contractor and not an employee,partner,or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement.Contractor is not entitled to health benefits,workers compensation or other benefits from the City.Contractor must have the skills and qualifications to perform the Services in a competent and professional manner, and must be licensed, registered,and/or certified and have a City Business License. Contractor will supply all tools,materials and equipment required to perform the Services under this Agreement. 6. Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees,agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority,vacation time,vacation pay,sick leave,personal time off,overtime,health Select one City Hall Rernodel-Environmental Work Area 1 of 5 Services Agreement($5,000)/Rev Sept.2019 insurance,medical care,hospital care, insurance benefits,social security,disability,unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes,fees, contributions,or charges applicable to Contractor's business including,but not limited to,federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator,or administrative authority,including but not limited to the California Public Employees Retirement System(PERS), the Internal Revenue Service,or the State Employment Development Division,determine that Contractor,or any of its employees,agents,or subcontractors, is an employee for any purpose,then Contractor agrees to a reduction in amounts payable under this Agreement,or to promptly remint to City any payments due by the City as a result of such determination,so that the City's total expenses under this Agreement are not greater than they would have been had the determination not been made. 7. Assignment. This Agreement is not assignable. Contractor may not substitute another or transfer any rights or obligations under this Agreement without prior written approval of City. Only those persons whose names are included in Exhibit A may perform the Services. k 8. Indemnification.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,actions,causes of action,demands,charges,losses, costs 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 Agreement or in any manner relating to any of the following: i. (a) Breach of contract,obligations,representations or warranties; i (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury,property damage,or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; Contractor must pay any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City. 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 Agreement. 9. Insurance.Contractor shall comply with the Insurance Requirements,attached and incorporated here as Exhibit B, and must maintain the insurance for the duration of the Agreement,or longer as required by City. City will not execute the Agreement until City approves 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 for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 10. Compliance with Laws.Contractor shall comply with all laws and regulations applicable to this Agreement,included without limitation the following laws: 2 of 5 Services Agreement($5,000)/Rev Sept.2019 Labor Laws.Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a"public works"component,Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. ❑ Sole Proprietor.If Contractor is a sole proprietorship/individual,it must sign the Affidavit of No Employees included in this Agreement. 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,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. Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this i Agreement and must avoid any conflict of interest.Contractor warrants that no public official, employee,or member of a City board or commission who night have been involved in the making of this Agreement,has or will receive a direct or indirect financial interest in this Agreement,in violation of California Government Code Section 1090 et seq.Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity,as i defined in Section 18700 of the California Code of Regulations.Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 11.Abandonment.City may abandon or postpone the Project at any time.Contractor will be compensated for satisfactory Services performed through the date of abandonment. 12. Termination. City may terminate this Agreement for cause or without cause at any time. Cityreserves the right to terminate the Agreement and the remainder of the Services offered by Consultant without notice based upon Contractor's cancellation of a Service(i.e.,program,class or activity)without giving advance notice or obtaining written approval from City. 13.Governina Law.This Agreement is governed by the laws of the State of California.Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara,State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises,Contractor must continue to provide the Services pending resolution of the dispute.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. 14.Entilg Agreement.This Agreement represents the full and complete understanding of every kind or nature between the Parties,and supersedes any other agreement or understanding,either oral or written,between the Parties.Any changes to this Agreement will be effective only if in writing and signed by each Parry's authorized representative.No verbal agreement or implied covenant will be 3 of 5 Services Agreement($5,000)/Rev Sept.2019 valid to amend or abridge this Agreement. If there is any inconsistency between any term,clause,or provision of the main Agreement and any term,clause,or provision of the attachments or exhibits thereto,the terms of the main Agreement shall prevail and be controlling,Each provision and clause required by law for this Agreement is deemed to be inserted and will be inferred herein. 15.Services Coordinator.The Parties designate the following persons as Services Coordinators for this Agreement.Contractor's designation and any substitution are subject to City approval. For Contractor:Pivot Interiors,Inc, For City:City of Cupertino Name Bob Madey Name Ken Tanase I Position Account Manager Position Fleet&FaciIities Supervisor Contact bmadey(apivotinteriors.com Contact kent(,cupertino.org 16. Contract Interpretation.There are no intended third party beneficiaries of this Agreement.Neither acceptance of the Services nor payment therefor shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach.The headings in i this Agreement are for convenience only.The Indemnification and Goveming Law sections expressly i survive this Agreement. 17. Seyerability.If a term or provision of the Agreement or its application to a particular situation is found by the court to be void,invalid,illegal,or unenforceable,such term or provision shall remain in effect to the extent allowed by such ruling.All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 18. Notices.All notices,demands,requests,and approvals must be sent to the persons below in writing, and will be considered effective on the date of personal delivery,upon confirmation of delivery by a reputable overnight delivery service,on the fifth calendar day after deposit thereof in the United States Mail,postage prepaid,registered or certified,or the next business day following electronic submission: To Contractor:Pivot Interiors,Inc. To City of Cupertino: 3355 Scott Blvd.,Suite 110,Santa Clara,CA 95054 10300 Torre Ave.,Cupertino,CA 95014 Attention:Bob Madey Attention:Ken Tanase Email: bmadeyppivotinteriors.com Email:kenk4cupertino.org 4of5 Services Agreement($5,000)/R.ev Sept.2019 19.Yalidify of Contract.This Agreement is valid and enforceable only if(a)it complies with the contract provisions of Cupertino Municipal Code Sections 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. 20.L4 Xecutiol .Contractor's signatory warrants that he or she is authorized to execute the Agreement and to legally bind Contractor. TMs Agreement may be executed in counterparts,each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the Effective Date written above. CONTRACTOR CITY OF CUPERTINO A Municipal Corporatio Name: Bob Madey Name: Title: Account Manager Title: *11111�- PoI30(' w614/0 U//4C(Axf Jan. 03, 2020 Date: Date: 5I Z u 94-2210678 Tax I.D. No.: APPROVED AS TO FORM: By: "/�—\ HEATHER M.MINNER Cupertino City Attorney ATTEST: By: .� CE SCHMIDT,Ci berk 5 of 6 Services Agreement($5,000)/Rev Sept.2019 Contractor's Affidavit of No Em y State of California County of Santa Clara City of Cupertino I,the undersigned,declare as follows: I am an independent contractor and the owne I wish to enter into a services contract with the Ci C ertino. I am fully aware of the provisions of J section 3700 of the California Labor Cod qui every employer to provide Workers' Compensation coverage for employee nce ith the provisions of that Code. I am also aware that I must provide proof of wo rs' c pe tion insurance to the City of Cupertino for any and all employees I may have,p an 2 of the City of Cupertino's contract. I hereby certify that I do not have ny emp y. nor will I have any employees working for me or my business during the term of any se e c tr t with the City of Cupertino.I am not required to have Workers'Compensation insurance. I declare under penalty of perjury under e laws of the State of California that the foregoing is true and correct. i Executed on this day of 2019, at ,California. PRINT NAME SIGNATURE Select one City Nall Remodel.Environmental Work Area Services Agreement($5,000)/Rev.May 28,2018 Page 6 of 6 EA-UR,11--lil "Al Quotation PIVOT Bill to: C01547 Ship to: Totals: City of Cupertino-Service Center City Hall Total nontaxable $2,850.00 10555 Mary Ave 10300 Torre Ave Total taxable Cupertino,CA 95014-1322 $0.00 P Cupertino,CA 9501d-3202 Tax $0.00 USA USA TOTAL AMOUNT-USD Quote: 24504-01 Description: HR area reconfigure-DESIGN Document date: 10/01/2019 Payment terms: Net 20 Days Expiration date: 10/312019 Sales representative: Bob Madey bmadey@pivotinteriors.com 408 432 5655 Sales coordinator: Chiyoh Arai carat@pivotintedors.com 408 635 7723 l 1n ltgm number;,:fi`'r}` _Dgscipt�an `�a9 �lnifprice t DESIGN Design Services 30.00 $95 00 $Z850.00 1 Design forCity of Cuperl City Hall Admin.Dept I Scope of work based on attached Design proposal I Design work based on creating layout for I 8-statlons-reconfigure 5 existing stations I Not to exceed hours.Invoice actual hours used, Total nontaxable $2,850.00 Total taxable $0.00 Tax $0.00 TOTAL AMOUNT-USD $2,850.00 www,pivotinterior5.cotn Pivot Interiors,Inc 1 3355 Scott Blvd Ste 110 Santa Clara,CA 95054-3138 USA Page 1 of 3 EXHIBIT "All Quotation I ® / SAQT-000016716 l V OT TERMS AND CONDITIONS This quatatlon,which Includes the preceding portion hereof(collectively,Quotation)Is subject to the terms and conditions set forth below,and shall be vaid unless accepted by the Buyer signing a copy and returning It to Pivot Interiors(seller)no laterlhan thirty(30)days from the date of the Quotation. 1.Terms:All sales by Sellerhereunder are final,and the terms of the Quotation may not be modified witirout the priorwrilten consent of an authorized representative of Seller.Additional or different terms and conditions proposed by euyershail not be binding on Seller without Sellers pdorwritten approval 2.Payment,Deposit Credit Approval:Products and services shag be invoiced upon delivery.Payment Is due net not later than the date specified in the preceding portion of this Quotation.Unless waived by Seiler In writing,Buyer shall deposit with Sellerthe deposit sum specified above In the preceding portion of this Quotation,which shall be payable concurrently with Seller's receipt of Buyers 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 It its credit is not approved by Pivot, payment by Buyer must be made In fug 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 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 One Rein.The Price,If not specified in the preceding portion of this Quotation,does rat 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 I rival ce Is due,at the rate in effect at time of Invoicing.II Buyer claims exemption from taxes,Buyer shall provide Seller With a valid Certificate of Exam plion concurrently with Buyers 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 charges,cancellations or returns are approved by Seller,all direct and Indirect costs and expenses thereof shall be paid by Buyer. B.Product Storage:If Buyer Is unable or unwilling to accept delivery of Purchase items within 30 days of product receipt at Sellers(and/or Sellers 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 deliver/,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 or invoice.Provided,however,all moving,handling and storage casts and expenses incurred by Seiler and/or Its agents shall be paid by Buyer j Immediately upon receipt of Invoice. 9.Title&Security Interest Tide 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 Quotation.Sailer shall have and Buyer hereby grants to Seller a continuing first security interest In an Purchase Items to secure payment of the Price and all Invoiced portions thereof,and ether obligations of Buyer under this Quotation.All Purchase hems shall remain personal property regardless whether affixed to real property.If Buyer shall default In payment under this Quotation,Seiler 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 Sellers request 10.Delay:Duero 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.Sellershall not be liable for any loss,expense,claim or damage incurred by Buyarcrothers resulting from any delay orfallure 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 Gad,war or terrorism at 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 WARRANTYAND OTHER RIGHTS HEREUNDER FOR PRODUCT DEFECTS OF ANY KIND SHALL BE THE WARRANTYTHAT IS PROVIDED BY THE MANUFACTURERS OF SUCH PRODUCTS.MOST MANUFACTURERS WARRANT THEIR PRODUCTSTO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR A PERIOD OF AT LEAST ONE I))YEAR FROM DATE OF DELIVERY,AND BUYER SHALL HAVE THE BENEFITOF ANY SUCH MANUFACTURER WARRANTIES.SELLERAGREES TO SERVE AS FACILITATOR OF ANY CLAIMS MADE BY BUYER AGAINST MANUFACTURERS,BUT SELLER SHALL HAVE No LIABILITY WHATSOEVER WITH REGARD TO ANYSUCH 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 DETECTIVE INSTALLATION PERFORMED BYSELLFR SHALL BE TO REPAIR OR REPLACE;AT SELLER'S SOLE OPTION,THE SAME WITHIN THE FIRSTYEAR IMMEDIATELY FOLLOWING DEIJVERY,SELLER SHALL NOT LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES.NO OTHER WARRANTIES 01 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 W THIS PARAGRAPH1 i ALONE 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 AHY WAY FOR SPECIAL,INDIVIDUAL,CONSEQUENTIAL,OR NON-DIRECT DAMAGES ARISING IN ANY WAY OUT OF THIS QUOTATIONI,HOWEVER CAUSED,WHETHER ARISING OUT OF CONTRACT,TORT(INCLUDING NEGLIGENCE OR OTHERWISEk INCLUDING,WITHOUT UMITATION,DAMAGES FOR LOST PROFITS,OR LOSS OF TIME,INCONVENIENCE OR COMMERCIAL COSTS.THE LIMITATIONS OF UABIUTY SET FORTH HEREIN SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY OF THE LIMITED REMEDIES SET FORTH HEREIN. 13.Finance Charges:A finance charge of 1.5%per month(ANNUAL PERCENTAGE RATE OF16.0%PER ANNUM)tall be charged on all past due accounts In the event any action,suit or other proceeding Is required to collect amounts owing to SELLER underthis 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 sale 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.Utigdes/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 provlded by Buyer, d.Hours of Delivery Jab Site shall he open and available for delivery and Installation of Purchase Items during Seller's normal business fours,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. a Shipping:Buyer accepts responsibility to Inspect Purchase Items shipped directly by manufacturer to Buyer,to note on bills or lading of any damage,and to notify carrier of such damage within 24 Yours or delivery.Any such damage shall not excuse or delay payment by Buyer of Sellers Invoices, I.Damage:After Delivery Any loss of or damage to product after delivery to Buyer,whether due to weather,rare,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 rarieve Buyer of Its payment obligations to Seller existing at the time of such termlratlona,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 he obligated to reimburse Seller In full for all costs Seiler Incurs In connection with cancellation of any orders which have not yet been shipped or any services which have not yet been rendered. 16.Authoraatlam Buyer represents and warrants that the person signdng below on behalf of Buyer possesses full and proper authorization to enter into this Quotatrorp 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 lays 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 Stales Federal Court or the Superior Court of the State of California,In the city of San lose and the County of Santa Clara. 10,Entire Agreement This Quotation contains the complete and exclusive agreement and understanding beh-men the parties concerning the subject matter of this Quotation,and supersedes all prior and contemporaneous proposals,agreements,understandings,negotiations,representations,warranties,condltlons,and communications,oral or written,between the parties relating to the same 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 otherwriting issued by either party In connection with this Quotation.The express terms or this Quotation shag 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 la made In writing, and Is signed by an authorized representative of Seller and Buyer. 19.Confidentiality,Buyer agrees,except upon the pricrwritten consent of Seller,that Itwill keep and maintain in strict confidence the existence and contents of this Quotation,fare period of one(1) www.pivatinteriors.com Pivot Interiors,Inc. 1 3355 Scott Blvd Ste 110 1 Santa Clara,CA 95054-3138 USA Page 2 of 3 EXH I B P" "A' Quotation PIVOT SAQT-000018716 year from date hereof. 20.General: e.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 of Seller,and any attempted assignment ortransfer by Buyer which Is lacking such consent shall he void and of no affect 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 Soller's providing to Buyer storage services relating to any items of property owned by Buyerthe following terms shall apply g)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 FACJUTIES FROM FIRE,EARTHQUAKE,WAR,TERRORISM OR INSURRECTION,OR ANY OTHER RISKS,INCLUDING WITHOUT LIMITATION BURGLARY,ROBBERY OR THEfTT,,'(I)Buyer shall Indemnify Seller from and hold Seller free and harmless from any claim or demand by any party against Seller Including attomeye fees and costs,respectlng any of Buyers property items being stored by Seiler,(If)Seller shall at all times have,In addition to any other Pens 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 pv)Seiler she11 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 orelsewhere,applicable to mretteusemen 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 $2,850.00 I Total taxable $0.00 Tax $0.00 TOTAL AMOUNT-USD $2,850.00 Signature: Title: Date: i Print name i I I www.pivotinter)ors.com Pivot Interiors,Inc. 3355 Scott Blvd Ste 110 Santa Clara,CA 95054-3138 USA Page 3 of 3 EMM _.-B Insriance lZequirentettts ;Services�4greemen4$5,000!6r less).: Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance and results of the Services hereunder by the Contractor,his agents,representatives,employees,orsubcontraetors. MINIMUM SCOPE AND LEVEN OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability("CGL"): Insurance Services Office("ISO")Form CO 00 01 covering CGL on an "occurrence" basis, including products and completed operations, contractual liability, property damage,bodily injury,and personal and advertising injury witli limits no less than$2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project(ISO CG 25 03 or 25 04)or it 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 inthis agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. 3 b, Additional Insured coverage under Contractor's policy shall be "primary and non- f contributory,"will not seek contribution from City's insurance/self-insurance,and shall be at least as broad as ISO CG 20 01 0413 c. The limits of insurance required maybe satisfied by a combination of primary and umbrella jI 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 aprimarybasis 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 Number 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 limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Yorkers'Compensation:As required by the State of California,with Statutory Limits,and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury ordisease, (Nat required if Contractor provides written verification it has no employees). 4. Professional Liability.Insurance which includes coverage for professional acts,errors and omissions, with limits no less than$2,000,000 per occurrence or claim,$2,000,000 aggregate(ifapplicable). 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 higher insurance limits maintained byContractor. 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 and automobile liability policies with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment Insurance Requirements for Services Agreement($5,000 or less) Version:Sept.2019 1 furnished. 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 CO 20 38,and CG 20 37 if a later edition is used. Primary Coverage For any claims related to this Contract,the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City,its officers,officials,employees and volunteers.Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire,except with written notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums. Waiver of Subrogation Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain f any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. }, Self-Insured Retentions City may approve self-insured retentions and require proof of Contractor's ability to pay losses and related investigations,claim administration and defense expenses within the retention.The policy shall provide,or be endorsed to provide,that the self-insured retention may be satisfied by either the named insured or City, I Acceptability of Insurers Insurers must be acceptable to City and licensed to do business in 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"orbetter. Claims Made Policies(applicable only to professional liability) If any of the required policies provide coverage on a claims-made basis; 1. The Retroactive Date must be shown and must be before the Effective Date of the Contract, 2. Insurance must be maintained for at least five(5)years after completion of the Services. 3. If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Contractor must purchase "extended reporting"coverage for a minimum of five(5)years after completion of the Services. Verification of Coverage Contractor shall furnish the City with acceptable original certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the Services.City retains the right to demand verification of compliance at any time diuingthe Contract. 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. Insurance coverage shall not limit Contractor's duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. Insurance Requirements for Services Agree neat($5,000 or less) _ Version:Sept. 2019 2 A �o�® CERTIFICATE OF LIABILITY INSURANCE DATE D(Y 09105/9/05/2019 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 PHONE 616 726-1069 FAX 616 942-8199 150 Ottawa Ave NW a ac No Suite 1000 ADDRESS: coreye@vanwykcorp.com Grand Rapids,MI 49503 INSURERS AFFORDING COVERAGE NAIC# INSURERA: Nall Union Fire Ins Co of Pittsburg 19445 INSURED Pivot Interiors,Inc. INSURERB: Travelers Property Casualty Company of America 25674 3355 Scott Blvd. Capitol Specialty Ins Suite 110 INSURER c: P P Y 10328 Santa Clara,CA 95054 INSURER D: Aspen American Insurance Company 43460 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 2019-2020 REVISION NUMBER: j 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 j 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. INSRT ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE g POLICY MBER MMIDD MM1DDffYYYl LIMITS i A COMMERCIAL GENERALLIABILITY 5180181 3/1/2019 3/1/2020/ EACH OCCURRENCE $ 1,000,000 M TO RE CLAIMS-MADE DA AGE NTED OCCUR PREMISES Ea occurrence $ 300,000 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 JECT RO- FLOC PRODUCTS-COMP/OPAGG s 2,000,000 OTHER: ,�— $ A AUTOMOBILE LIABILITY 2961608 3/1/2019 3/1/2020 EOaeBINEDtSINGLELIMIT $ 1,000,000 ANY AUTO BODILY cidINJURY(Per person) S OWNED SCHEDULED BODILY INJURY P AUTOS ONLY AUTOS (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY V AUTOS ONLY Per accident $ B V1 UMBRELLALIAB OCCUR ZUP-14P65529-19-NF „ 3/1/2019 3/l/2020 EACH OCCURRENCE $ 5,000,00 EXCESS LIAB CLAIMS-MADE e"N~�"�— AGGREGATE $ 5,000,000 DED RETENTION$ _ $ A WORKERS COMPENSATION 080756396 3/1/2019 3/1/2020 PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER _ ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT S 1,060,000 OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 IF yyes,describe under DESCRIPTIONOF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 D EMPLOYEE THEFT DSUMLP000221 3/1/2019 3/1/202Q7 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) Locations)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 If - Who Is An Insured is amended to that which you are required by the contract include as an additional insured the persons)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 If - 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 (I)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 0 Insurance Services Office, Inc., 2012 CG 20 15 04 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 INSURE® - 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 If - 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, 1. Your acts or omissions; or if the "occurrence"which caused the"bodily in- 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 2. Will not be broader than that which you are such work, on the project (other than required by the contract or agreement to service, maintenance or repairs) to be provide for such additional insured. performed by or on behalf of the 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", "property damage" or part of the same project. "personal and advertising injury" arising out C. With respect to the insurance afforded to these 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 9 Insurance Services Office,Inc., 2012 Page 1 of 2 13 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 9 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 - C0MPLETED OPERATIONS 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) 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 11 - Who Is An Insured is amended to which you are required by the contract or include as an additional insured the persons)or agreement to provide for such additional organizations)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 by law; and rance shown in the Declarations; 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 PROD UCTSICO MPLETED 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 ® Insurance Services Office, Inc., 2008 Page 1 of 1 171 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 PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance policy provided that: Condition and supersedes any provision to the (1)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 9 Insurance Services Office, Inc., 2012 Page 1 of 1 ENDORSEMENT This end orsement,effective12:01A.M. 3/1/2019 forms a 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 additionalinsured where so required under an agreement executed prior to the date of accident We will not ask any insurerthathas issued other insurance to such additionalinsured to contribute to the settlement of loss arising out of such accident, All other terms and conditions remain unchanged. Authorized Representative or Counters! nature(in States Where 74445 (10/99) Applicable 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 NAT I ONAL UN I ON F I RE 1 NSURANCE 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 P 1 VOT INTERIORS, INC. By NAT I OVAL 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 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. f r 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 PITTSBURGH, 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 contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy,but only with respect to liability arising out of 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. �i '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(6195) 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 preparatfan 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 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 pre708,0-75-6396 ). This endorsement, effective 12:01 AM 3/1/2019 forms a part of Policy No.WC Issued to P I VOT INTERIORS, INC. By NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, 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. i AUTHORIZED REPRESENTATIVE WC 99 00 56 (Ed. 04111) UMBRELLA Po icy# ZUP-14P65529-19-NF j a. eking damages to which this w Ike paid-affieretl—t y or 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 defend. applicable limit of insurance. If 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 b, Coverage under this the judgment we pay. If we make 9 policy does an offer to pay the applicable not apply to f the minimum pe solimitr limit of insurance, we will not organization pay any prejudgment interest of insurance you agreed to based on that period of time after provide ion such in tpeersonwritte r r the offer. 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 © 2016 The Travelers Indemnity Company. All rights reserved. Ell 00 01 07 16 UMBRELLA b. To sue us on this insurance unless M. OTHER INSURANCE all its terms have been fully This insurance is excess over an valid complied ied 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. 1, 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 period of this Excess Follow-Form with that "other insurance", provided 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 aggregate limit or limits of such committed subsequent to the signing "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 it — WHO IS AN any loss only to the extent that we INSURED. would have paid had you complied 0 PREMIUM AUDIT with that term or condition in that "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 in be imposed on any person or a contract or agreement to waive organization in any country or that insured's right of recover jurisdiction because we are not against any person or organization licensed to provide insurance in we waive our right of recover such country or jurisdiction; or against that g y g 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 c, Then, to an 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, our rights and duties will Insurance, and any rights or duties be transferred gto our le specifically assigned in this policy to representative but only while acting the first Named Insured shown in the g Declarations, this insurance applies: within the scope of duties as your 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