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18-096 Weatherproofing Technologies, Inc., Roof Maintenance at Traffic Ops Building and Roofs Evaluation at Sports CenterC I TY OF a CUPERTINO 1. PARTIES PUBLIC WORKS CONTRACT $45,000 OR LESS This public works co ntract ("Contract") is made and entered into on 'ti ol..1/ P ("Effective Date ") by and between the City of Cupertino, a municipal corpo tion "C ity"), and Weatherproofing Technologies, Inc. , a Corporation ("Contractor") for roof maintenance at Traffic Ops building and roof evaluation at Sports Center. 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 condition s of this Contract. 3. TIME FOR COMPLETION 3.1 Term. This Contract begins on the Effective Date and ends on July 31, 2018 ("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 wi ll 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 intangibl e lo sses which the Parties agree may be difficult to ascertain , s uc h as loss of public confidence in City and it s contractors, interference or lo ss of us e of public facilities, and extended disruption to the public. 4. COMPENSATION 4.1 Maximum Compensation. City wi ll pay Co ntractor for satisfactory performance of the Work an amount that will based on actual costs but that will be capped so as no t to exceed $ 18 ,934.00 ("Contract Price"), for a ll of Contractor's direct and indirect costs, including all labor, materials , supp li es, equipment, taxes, insurance , bonds and a ll overhead costs. 4.2 Invoices and Payments. Co ntractor must submit an invoice on the first day of each month , describing the Work performed during the preceding month , itemizing labor, materials , equipment and Public Works Project Roof Maintenance-Traffic Ops & Roof Evaluation -Sports Center Public Works Contract $45,000 !Rev. Nov 3, 2017 Page I of 11 an y incidental costs incurred . Contractor w ill be paid 95% of the undisput ed amount s bill ed within 30 day s after City receives a properl y submitted invoice. Any retained amounts will be included with Contractor 's final pa yment within 60 da ys of City 's acceptance of the Work as comp lete. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an emp lo yee of City . Contractor is solely responsib le 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 C ity benefits. 5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontracto rs 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 itse lf and it s subcontractors that they are properly licensed , registered , and/or certified to perform the Work as requ ir ed by la w, and have procured a City Business License. Contractor shall possess a California Contractor 's License in good standing for the following c lassification(s): C-39 , which must remain valid for the entire Contract Time. 5.4 Subcontractors. Onl y 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 appl y to an y appro ved subcontractor. 5.5 Tool s, Materials and Equipment. Contractor will supply all tools , materials and equipment required to perform the Work under this Contract. 5.6 Payment of Ta xes. Contractor must pay income taxes on the mone y earned under this Contract. Upon City's request , Contractor will provide proof of payment and will indemnify City for violat ions pursuant to the indemnification provision of this Contract. 6. CHANGE ORDERS Ame ndm ents and change orders must be in wr itin g 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. Eac h request must include all the suppo 1ti ng documentation , in cluding but not limi ted to plans/drawings , detailed cost est im ates, a nd impacts on sched ule and comp letion date. 7. ASSIGNMENTS; SUCCESSORS Contractor sha ll not ass ign , hypothecate , or transfer this Co ntra ct or any int erest therein, directly or indirectl y, by operation of la w or otherwise , without prior written co ns ent of City. Any attempt to do so wi ll be null and void. Any chan ges 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 , whic h shall not be unreasonably withheld. Contro l means fifty percent (50%) or more of the vot in g power of the business entity. This Contract is binding on Contractor , its heirs , successors and permitted assigns Pub li c Works Project Roof Maintenance-Traffic Ops & Roof Eva luation -Sports Center Public Works Contract $45,000 /Rev . No v 3, 2017 Page 2 of 11 8. PUBLICITY I SIGNS Any publicity generated by Contracto r for the Project during the Contract Time , and for one year thereafter must credit C it y contrib utions 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 artic les. No signs may be posted or displayed on or about City property, except signage required by la w or this Contract, witho ut prior written approval from the City. 9. SUBCONTRACTORS 9.1 Contractor must perform a ll the Work with it s own forces, except that Contractor may hire qualified subcontractors to perform up to 25 % of the Work, provided that each subcontractor is req uired by contract to be bound by the provisions of this Co ntract. Contractor must provide City w ith written proof of compliance with this provision upon request. 9.2 City may reject any subcontractor of any t ier 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 gro und s 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 acceptab le 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 hav e 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 drawin gs 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 mec hanical , electrical and plumbing work; HV AC systems; utilities and utility connections; an d any other components C ity 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 elevat ion. 10.3 Contractor must maintain comp lete and accurate accounting records of it s Work, in accordance w ith genera ll y accepted accounting principles, which must be available for City re view and audit, kept separate from other records, and maintained for four yea rs from the date of City's final payment. Public Works Project Roof Maintenance-Traffic Ops & Roof Evaluation -Sports Center Public Works Contract $45,000 /Rev. Nov3 , 2017 Page 3 of 11 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 shal l ind emnify , defend , and hold harmless City , its City Council , boards and commissions , officers , officials , employees , agents , servants , volunteers and consultants ("Indemnitees"), through legal counse l acceptab le to City, from and against any and al I I iabi I ity , 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 indirectl y from this Contract or in any manner relating to any of the following: (a) Breach of contract, ob li gat ions, representations or warranties; (b) Performance or nonperformance of the Work or of any obligations under the Contract by Contractor, its emp lo yees , 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 Co ntractor must pay the costs City incur s in enforcing this provi sion . Co ntractor must accept a tender of defense upon receiving notice from C it y of a third -party claim , in accordance w ith California Public Contract Code Section 920 I. 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 in s urance 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 lndemnitee. 11.4 Co ntra ctor 's payments may be deducted or offset to cover any money the City lost due to a c laim or counterclaim arising out of this Contract, a purchase order or other transaction. 12. INSURANCE Contractor shall comp ly with the Insurance Requirements , attached and incorporated here as Exhibit 8. Contractor must provide satisfactory proof of insurance and maintain it for the Contract Time or longer as required by City. City w ill not execute the Contract until City has approved rece ipt of satisfactory certificates of insurance and endorsements evidenci ng the type , amount, c lass of operations covered, and the effective and expirat ion dates of coverage. Failure to comp ly 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 compensat ion , or terminating the Contract. Public Works Project Roof Maintenance-Traffic Ops & Roof Evaluation -Sports Center Public Works Co ntract $45,000/Rev. Nov 3, 2017 Page 4 of 11 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comp ly w ith all la ws and regulations applicable to this Co ntract. Contractor wi ll promptly notify City of changes in the law or other co ndition s that ma y affect the Project or Contractor 's ability to perform. Co ntractor is responsib le for verifying the emp lo yme nt status of emp lo yees performing the Work , as required by th e Immigration Reform and Contro l Act 13.2 Labor Laws. (a) Contracts of $1,000 or more are subjec t to the requirements of the Ca lifornia Labor Code , in cluding but not limited to: (i) Prevailing wage laws und er Labor Code Sect ion J 775, which require Contractor to pay prevailing wages applicable in Santa Clara County for eac h 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) App rent ices hip requirements und er Labor Code Section 1777.5 for Contacts $30,000 or more; (iii) Maintain certified payroll records in accordance w ith Labor Code Sections 1776 and 1812, and electronically submit them to the Labor Commissioner as required by the regu lations of Cal ifornia , Department of Industrial Relations ("DIR"); (iv) Comply w ith DIR Mo ni toring , Enforceme nt and Registration requirements of Labor Code Section 1725 .5. (b) Contractor must compe nsate workers who are paid less than prevailing wages or required to work more than a legal day's work . Contractor wil l also be required to pay C ity a penalty of $200 .0 0 per worker for each day of violation. (c) As req ui red 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 wor kers ' compensation or to undertak e self-insurance in accordance with the provisions of that code, and I will co mpl y with s uch provisions before co mmencing the Work on this Contract." 13.3 Discrimination Laws. Contractor shall not discriminate on the ba s is of race , re li gious creed, co lor, ancestry, national origin, et hnicity, handicap, disability, marital statu s, pregnancy, age, sex, ge nd e r, sexual orientation , gender identity , Acqu ir ed-Immune Deficiency Syndrome (AIDS) or any other protected c lassification. Contractor sha ll comp ly with a ll anti-discrimination laws , in c lu ding Government Code Sect ions 12900 and 111 35, and Labor Code Sect ions 1735 , 1777 and 3077.5. Consistent with City poli cy prohibiting harassm ent and discrimination , Contractor und e rstands that harassment and discrimination directed toward a job applicant, an employee , a City emp lo yee, or any ot her person , by Contractor or Contractor's employees or sub-contractors wi II not be tolerated. Pub li c Works Project Roof Maintenance-Traffic Ops & Roof Eva luation -Sports Center Public Works Contract $45,0 00 /Rev. Nov 3, 2017 Pag e 5 of 11 13.4 Conflicts of Interest. Contractor , its emp lo yees, subcontractors , servants and agents , ma y not have , maintain or acquire a confl ict of interest in relation to this Contract in violation of law, including Government Code section 1090 a nd Government Code section 81000 and their accompany in g regulations. No officer, official , emp lo yee, consultant , or oth er agent of the City ("Cit y Representative ") ma y 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 whil e serving as a City Representative or for one year thereafter. Contractor, its employees , subcontractors , servants and agents warrant they are not emp lo yees of City or have any relationship wit h City officials , officers or employees that creates a conflict of interest. Contractor may be required to file a conflict of inter est form if it makes certain governmental dec ision s or serves in a staff capacity , as defined in sec tion 18700 of the Cal iforni a Co de of Regulations. Contractor agrees to abide by Cit y 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 reimbur sement, or terminating the Contract. City reserves all rights and remedies under the la w and this Contract , including seeking ind emn ific at ion . 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 I 00% 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 . Be st Company of Class A-or higher , or as otherwise acceptable to City. If an issuin g surety cancels a bond or bec omes insolvent , Contractor must provide a substitute bond from a surety acceptab le to City within seven ca lendar days after written notice from C it y. If Contractor fails to do so , City may in its sole discretion and w ithout 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 th e required bonds are s ubmitted. 15. UTILITIES, TRENCHING AND EXCAVATION 15.1 Co ntractor must call the Underground Service Alert ("USA ") 811 hotline and request marking of utility locations befor e 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 noti fy City and Ut ility in writing if it discover s 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 in str uction s if one of the cond ition s below is found at the worksite. City will work with Co ntractor to amend the Contract or issue a change order if the discovered co nditions materially change the Work/Performance , Contract Time or Contract Price. (a) Material believed to be ha za rdous waste under Health and Safety Code Sect ion 25 117 , and which requires removal to a Class I, Class II , or C la ss III disposal site pursuant to law; (b) Subsurfa ce or latent physical co nditions at the Project worksite differing from those indicated by information about the works it e made available to Contractor; and Public Works Project Roof Maintenance-Traffic Ops & Roof Evaluation -Sports Center Public Works Contract $45,000/Rev. Nov 3, 2017 Page 6 of 11 (c) Unknown physical conditions at the Project worksite of any unusual nature , materially different from 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 invo lve 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 , s loping 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 civi I or structural engineer. 16. URBAN RUNOFF MANAGEMENT 16.1 All Work must fully comp ly with federal, state and loca l 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 contro l, Contractor wi ll use only the amount of water necessary to dampen the dust. Contractor wi ll take a ll steps necessary to keep wash water out of the streets, gutters and storm drains. Prior to the start of the Work, Contractor will implement eros ion and sediment controls to prevent pollution of storm drains, and must upgrade and maintain these contro ls 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) f nstall storm drain inlet protection devices such as sand bag barriers , fi lt er fabric fences , and block and gravel filters at all drain inlets impacted by construction. During the annual rainy season, October 15 through June l 5, storm drain inlets impacted by construction work must be filter-protected from onsite de-watering activities and saw-cutt in g activ it ies. Shovel or vacuum saw-cut slurry and remove from the Work site; (b) Cover exposed piles of so il 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 comp leted , wash the streets, collect and dispose of the wash water offsite in lawful manner; (d) After breaking old pavement, remove debris to avoid contact w ith 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 Ca li fornia Stormwater Quality Association and California Best Management Practices Municipal and Construction Handbooks, local program guidance materials from municipalities, and any other app licabl e documents on stormwater quality contro ls for constr uction . Co ntra ctor's failure to comply with thi s Sec tion will result in the issuance of noncompliance notices, c it ations , Work stop orders a nd regulatory fines. Public Works Project Roof Maintenance-Traffic Ops & Roof Eva luation -Sports Center Public Works Contract $45 ,000/Rev. Nov 3, 2017 Page 7 of 11 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 Daniel La jeunesse ___________________ as its single representative for a ll purposes under th is Contract, with the responsibi li ty to ensure progress with the Work. Contractor 's Project Manager is responsible for coordinating and scheduling the Work and must regular ly update the C ity Project Manager about the status and any delays with the Work , consistent with the Scope of Work. Any substitut ion s must be approved in writing by City. 18. ABANDONMENT AND TERMINATION 18.l 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 wi ll 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 satisfacto ry Work rendered through the termination date and w ill be g iven reasonable time to clo se out the Work . 18.3 Final pa yment will not be made until Contractor delivers the Work and provides records documenting the Work , products and de li verables 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 sha ll be the Superior Court of the County of Santa Clara , California. The dispute resolution procedures of Public Co ntract Code Section 20 I 04 , in corporated here by reference , apply to this Contract and Contractor is require d to continue the Work pending resolution of any dispute. Prior to filing a law suit , Co ntractor must comply with the claim filing requirements of the California Government Co de . If the Parties elect arb itration , the arbitrator's award must be supported by la w and substantial evidence and includ e detailed wr itten findings of law and fact. 20. ATTORNEY FEES If City initiates lega l action, files a comp laint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce it s rights or a judgment in connection with this Contract, the prevailing party wil l be e ntitled to reasonable attorney fees and costs. Public Works Project Roof Maintenance-Traffic Ops & Roof Evaluation -Sports Center Public Works Contract $45 ,000/Rev. Nov 3, 2017 Page 8 of 11 21. SIGN S/ADVERTISEMENT No signs may be displayed on or about City 's property , except signage wh ich is requir ed by law or by the Contract , witho ut City 's prior wr itten approva l as to size , design and lo cation. 22. THIRD PARTY BENEFICIARIES The re are no intended third party beneficiaries of this Contract. 23. WAIVER Ne ith er acceptance of th e Work nor payment thereof sha ll const itut e a waiver of any contract provision . C ity wa iv er of any breach sha ll not co nst it ute waiver of ano th er prov is ion or br each. 26. WARRANTY Co ntractor warra nt s that mat er ia ls and eq uipment used will be ne w, of good quality , and free from defec tiv e workmanship and mat e ri a ls , and that th e Work will be free from material defects no t intrin s ic in th e design or mat eria ls. All Work , materials and equipment should pass to C ity free of c la im s, li ens or encumbra nces . Contractor warrant s the Work and materials for one year from the date of City 's accepta nce of the Work as complete ("Warra nty Period "), except when a lon ger guarantee is provid ed by a supp li er, manufacturer or is required by this Contract. During the Warranty Period , Contractor wi ll repair or rep lace an y Work defects or materials , includin g damage that arises from Contractor 's Warranty Work , except any wear and tear or damage res ultin g from improper use or maintenance. 27. ENTIRE CONTRACT This Contract and the attachments , documents , and statutes attached , referenced , or expressly incorporated he rein , including authorized amendments or change orders constitute the fin a l and complete contract betwe en City and Contractor w ith respect to the Work and th e Project. No oral contract or implied covenant will be enforceable against City. If any attachment or in corporated provi s ions conflict or are incon s iste nt with the terms of this Contract , th e Contract terms w ill control. 28. SEVERABILITY IP ARTIAL INVALIDITY If a court find s an y term or provision of this Contract to be illegal , invalid or un enforceabl e, the lega l portion of sa id provi s ion and a ll other contract provisions wi ll remain in full force and effec t. 28. SURVIVAL The contract provisions whi ch by th e ir nature should survive th e Contract or Comp letion of Project , includin g w ithout limi tation a ll wa rranties , indemnities , pa yment obligations , insuranc e and bond s, shall remain in full force and effec t after th e Work is completed or Contra ct en ds. Public Works Pr oject Roof Maintenance -T raffic Ops & Roof Eva lu ation -Sports Center Public Work s Contract $45,000 !Rev. Nov 3, 2017 Page 9 of 11 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 party 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 counterpmts, each of which is an original and all of which taken together shall form one single document. 20. NOTICES All notices, req~1ests, and approvals must be sent in writing to the persons below and will be considered effective on the date of personal delivery, the date confirmed by a reputable overnight delivery service, on the fifth calendar day af:ter deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino: 10300 Torre A venue, Cupertino CA 95014 Attention: Ken Tanase -------------Copy to: Carl Valdez Email: kent@cupertino.org 30. VALIDITY OF CONTRACT To Contractor: Weatherproofing Technologies, Inc . Attention: Daniel Lajeunesse Copy to: ____________ _ Email: DLajeunesse@tremcoinc.com 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 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 3 I 3. Public works Project Roof Maintenance-Traffic Ops & Roof Evaluation -Sports Center Public Works Contract $45,000 !Rev. Nov 3, 2017 Page !Oofll fN WITNESS WHEREOF, th e parties have caused this Contract to be executed as of the Execution Date first above written. CONTRACTOR CITY OF CUPERTINO, Weathproofing Technologies, Inc. a Municipal Corporat ion Corooration ~ By -~= ~rd,lt(3i~ Tmunl3oren Title: ~r F i@lci A €1 v isor 1/il.t ?~tit/.L.d. /,t/7.I Title: Director of Public Works Signature Date: l'tl!!j ~ ;uJlf Signature Date: _$ 4 /~·Z_I /~1_·g' ______ _ ATTEST: By ~~ rift: [-2 "/,( J' ~cHMIDT,City Clerk Publ ic Works Project Roof Maintenance-Traffic Ops & Roof Evaluation -Sports Center Public Works Contract $45,0 00 !Rev. Nov 3, 2017 Page 11 of 11 EXH I BIT 11A11 April 16, 2018 Ken Ta nase Fleet & Facilities Supervisor City of Cupertino 10555 Mary Ave, Cupe1tino, CA 95014 D ear Mr. Tanase, A Subsidiary of Tremco Incorporated Weatherproofing Tec hnologies , Inc. 3735 Green Road , Beachwood, OH 44122 This proposal is regarding diagnostic testing of the grave l s urface , built up roof at the Sport s Center. We are proposin g to conduct the following testing: I . Trace Test: A 16 " x 24" section of the roof membrane will be extracted and sent to the lab for advanced testing including tensile strengths (machine and cross machine), bitumen softening points, bitumen weight , asbestos, etc . The results of this report wi ll provide quantitative dat a on the current condition and stren gth of the roof membrane. Cost: $4 10 2. Comprehens ive Infrared Study : The ex isting gravel surface built up roof (10 ,000 s q ft , l roof level) wil l be scanned w ith an infrared camera to identify areas of wet insulation. Secondary verification wou ld be perform ed through a moisture gauge to ensure there are no false positives. A report consisting of a roof drawing, thermogram pictures, and a summary of the wet a reas identified wou ld be provided upon completion. Cost: $4,300 Please let me know if there are an y question s . To proceed with the survey, please forward either a Purchase Order mad e out to "Weatherproofing Technologies , Inc ." or a signed copy of this propo sa l to my attention and I wil l proceed to get the work schedu led. Respectfu ll y Submitted, Dan Lajeunesse Sr. Field Advisor Tremco Roofing & Building Maintenance (408) 910-2 083 (ce ll ) dlaj e unesse @tremcoinc .co m CUSTOMER PrintN~/~ Signature: 'tAd.Lt.c Date: /)f 'j JI, blf April 6, 20 18 Ken Tanase C ity of Cup e rtino I 0555 Mary Ave . C up erti no, CA 95014 Re : Project Name/Address: Customer (the "Customer"): Dear Mr. Tanase , EXH I BIT 11 A11 Traffic Operations/ C ity of C up e rtino Thank you for allowing Weat h erproofing Techn o lo gies, Inc. ("WTI") to provide you w ith a proposal for work at the above-referen ced location . CONTRACT PRICE: $ 14 ,22 4.00 Wlus tax @rax included (g )rax exempt ~o tax W,abor Only @r ime and Materials NTE (QLump Sum SCOPE OF WORK (THE "WORK"): Scope of Work: Trai ler: I . Powe r wash th e roof. 2. Prime ru sted areas with So largard rust primer wb. 3. In s tall polytape along trailing edge of roof (or) 3 co urse with sea m sea ler a nd po lyeste r. 4 . Coat th e roof with Solarga rd Hy-Build @ 2 ga/sq. 5 . In stall fascia mounted gutters w/ sk irt metal drip edge along both sides of th e buildin g. 6 . Install 2 dow nspout s (tot a l). Storage containers: Clean, prime & Seal 2 roof top ve nt s using SGSS and Polyester. Remove old re pair ma terial s@ previou s re pair lo ca tions (2), clean , prim e and se al w/ SGSS and pol yes ter. Proposa l ba sed upon preva iling wage rates DIR License fl: 274072 Reg istration II I 000000766 Unless all Work h er eu nder is t o be performed w ithin thirty (3 0) days, WTI sh all su bmit an invo ic e to the Customer at the end of each calendar month for the amount due for the portion of the Work completed during thal month. If all Work is lo b e performed within thirty (30) days, no invoice shall be submitted until all Work has b een completed. Customer shall pay WTI in full within thirty (30) days after receipt of each invoice. A Subs i diary of Tremco Incorporated 3735 Gre en Road , Be achwood, OH 44122 • www.tremcoroofing.com An Flem Company PAGE 1 5 /7/14 WTI General Services Proposal . .. " EXHIBIT 11 A11 TERMS AND CONDITIONS: This Proposal is an offer by WTI to provide the Scope of Work set forth above to the Customer on the terms and conditions set forth herein and in WTI's standard terms and conditions (a copy of which may b e obtained at http://www.tremcoroofing.com/files h are/terms/TandCWTI.pdf), which are hereby incorporated by reference (together, the "Terms and Conditions"). The Terms and Conditions will govern the Work to the exclusion of any other or differe n t terms, including in any customer purchase order, unless otherwise expressly agreed in wr iting pursuant to a Master Agreement or similar contract with Customer signed by an authorized representative of WTI. Please confirm your acceptance either by return e-mail to the representative identified below or by having an authorized representative of Customer sign in the space provided below. Upon receipt of acceptance, WTI will process your order and promptly begin the Scope of Work. We appreciate your business and look forward to working with you at your facility. Sincerely, Da n Laj eun ese WEATHERPROOFING TECHNOLOGIES, INC. By: Da n Laj eun esse Title: Sr. Field Advisor Phone: 4 08 -9 10-2083 E-mail: dl aj e un esse@ tr emc oin c.co m AUTHORIZATION AND ACCEPTANCE: Authorization is hereby given to WTI to proceed with the Work. C ustomer: By: P.O. number (if re q uired): Prin t name : Titl e: Date : A Subsidiary of Tremco Incorporated 3735 Gr een Road, Beachwood, OH 44122 • www.tremcoroofing.com An ~Company PAGE 2 5/7 /14 PUBLIC WORKS CONSTRUCTION CONTRACTS Small Projects -$45,000 Insurance Requirements: Exhibit B Contractor shall procure and maintain for the duration of the contract, andforfive 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 shal I be at least as broad as: J l. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 0 l 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 for personal injury, death, property damage or destruction, and persona l 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 (l) 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 TSO CG 20 01 04 13 c. The limits of insurance required may be satisfied by a combination of primary and umbrel la 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 C ity as a named insured. 2J Automobile LiabiJity: ISO Form CA 00 0 l cover ing any auto (Code I), 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 ofno less than $1,000,000 per accident for bodily injury or disease, or as otherwise j required by statute. If Contractor is self-insured, Contractor must provide a Certificate of Permission to Self-Insure, duly authorized by the DlR. D N/A if box checked (Contractor provides written verification it has no employees). 4. Professional Liability with I imits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate . ~ NIA if box checked (Contract is not design/build). 5. Builder's Risk. Course of Construction insurance util izing an "All Risk " (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions. ~ N IA if box checked (Project does not involve construction or improvements/installations to property). Insurance Requirementsfor Construction Contracts -$45 ,000 Version. Nov 2017 6. Contractors' Pollution Legal Liability and/or Asbestos Legal Liab ili ty and/or Errors and Omissions with limits no less than $1,000,000 per occurrence or claim , and $2,000,000 policy aggregate. N NI A if bo x 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 min imum limit s of insurance and coverage shall be available to the C ity. Self-Insured Retentions. Se lf-in sured retentions must be declared to and approved by C ity. At C ity's option , either: (l) Contractor shall cause the insurer to reduce or eliminate self-insured retentions as respects City, its officers, offic ials, employees, and volunteers; or (2) Contractor shall provide a financial guarantee sat isfactory to City guaranteeing payment of losses and related investigations, c laim 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 C ity. OTHER INSURANCE PROVISIONS The insurance polici es 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 additiona l insureds on the CGL pol icy with respect to liability arising out of the Services perform ed by or on beha lf of Contractor including materials , parts, or equ ipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 IO I I 85 or if not available , through the addition of both CG 20 I 0, CG 20 26, CG 20 33 , or CG 20 38 ; and CG 20 37 if a la ter 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 01 04 I 3 with respect to City , its officers , officials, employees and volunteers , and sha ll not seek contribut ion from City 's insurance. If the limits of insurance are sat isfied in part by Umbrella/Excess Insurance, the Umbre ll a/Excess Insurance shal l contain or be endorsed to contain a provision that such coverage sha ll a lso app ly on a "primary and non-contributory" basis for the benefit of C ity . Notice of Cancellation Each insurance policy required shall provide that coverage sha ll not be cance led, except with notice to the City. Each certificate of insurance must state that the coverage afforded by the polic y is in force and wi II not be reduced , cancelled or allo wed to expire withou t 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 cert ified mai I 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, wh ich shall name the City as a loss payee, as its int erest may appear. T he Builder's Ri sk policy must be iss ued on an occurrence basis , for all-risk coverage on a I 00% comp leted va lu e basis on the in surab le portion of the Project , with no co insuranc e penalties , and for the benefit of C ity. If the Project does not involve new or major reconstruct ion , C ity may elect, act in g in it s so le discretion , to accept an Installation F loat er policy instead of Builder 's Risk. For suc h projects , the Property Installation Floater sha ll include improvement, remodel, modification , alteration , convers ion or adjustment to existing buildings , structures, processes , machinery and equ ipm ent , and sha ll provide property damage coverage for any building, structure, machinery or equipment damaged , impaired, broken , or destroyed durin g the performance of the Work, including during transit, installation, and testing at the City 's site. Insurance Requirements for Construction Contracts -$45,000 Version: Nov 2017 2 Waiver of Subrogation Each required poli cy must include an e ndorsement providing that the carrier agrees to waive any right of subrogat ion it may have against City. Contractor agrees to waive rights of subrogation whic h any insurer of Contractor may acquire from Contractor by virtue of the payment of any los s. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers' Compensation policy shall be endo rsed with a waiver of subrogation in favor of the C ity for all work perform e d by the Co ntractor, its employees, agents and subcontractors. Acceptability of Insurers Insurance must be issued by insurers acceptable to City and li censed 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 furnish th e City w ith or iginal certificates and amendatory endorsements, or copies of the app li cable in surance language , effectin g coverage required by this co nt ract. A ll certificates and e ndorsements are to be received and approved by the C ity before work commences. The C ity reserves the right to require comp let e, certified copies of all re quired insurance policies, including endorsements, required by these specifications, at any time. Subcontractors Contractor shal l require and verify that all subcontractors maintain insurance meeting a ll 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 requ ired by Contract and described in the Contract Documents. The Payment and Performance Bonds shall be in a s um 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 t han one year a Maintenance Bond equal to I 0% 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 Ca lifornia . Special Risks or Circumstances C ity reserves the right to modi fy these requirements, based on the nature of the risk, prior experience, insurer, coverage, or other c irc um stances. Insurance Requirements for Cons truction Con tracts -$45 ,000 Version: Nov 201 7 3 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 05/16/2018 THIS CERTIFICATE IS ISSUED AS A MATIER 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 MA RSH USA INC . NAME : PHONE I FAX 200 PUB LI C SQUAR E, SU ITE 3760 /A/C. No Extl : !A/C Nol: CLEVELAND , OH 44114-1824 E-MAIL ADDRESS : INSURER!Sl AFFORDING COVERAGE NAIC# 34492 -CAS-CAP-18-19 WEATH INSURER A : First Conti nental Services Co . INSURED RPM IN TE RNATIONAL INC. INSURER B : Zurich American Insurance Com oanv 16535 WEATHERPROOF ING TE CHNOLOGI ES, INC . INSURER C : N/A N/A TRE MCO INCORPORATED AN D ITS SUBSI DI AR IES INSURER D : America n Zurich Ins ura nce Co moanv 40142 3735 GREE N RD. BEAC HWOO D, OH 441 22 INSURERE : INSURER F : COVERAGES CERTIFICATE NUMBER: CLE-006283685-03 REVISION NUMBER: 5 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 ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE ,.,en W\tn POLICY NUMBER /MM/DD/YYYYl !MM/DD/YYYYl A X COMMERCIAL GENERAL LIABILITY 1-G LRPM-0 1/2018 04/01/20 18 04/01 /20 19 EACH OCCUR RE NC E $ v 2,ooa,ooo f----:=J CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREM ISES /Ea occurre nce\ $ 1,000 ,000 ~ MED EXP (A ny one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 - GEN'L AGG REGATE LIM IT APPLI ES PER : GENERA L AGGR EGAT E $ V 4,ooo ,ooo ~ D PRO-D LOC PROD UCTS -COMP/O P AGG $ 4,000 ,000 PO LI CY JECT OT HE R: $ B AUTOMOBILE LIABILITY BAP9258789 11 04/0 1/2018 f---- 04/0 1/20 19 CO MBIN ED SING LE LIMI T (Ea acci dent\ $ V 2,000,000 X ANY AUTO BODILY INJU RY (Per perso n) $ ~ OWNED -SC HEDULED AUTOS ONLY AUTOS BOD ILY INJURY (Pe r acci dent) $ X HIRED X NON-OWNED PROP ERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accident\ $ UMBRELLA LIAB H OCCUR EACH OCCURR ENC E $ - EXCESS LIAB CLAIMS-MAD E AGGR EGAT E $ OED I I RETENTI ON $ $ D WORKERS COMPENSATION WC9258790 11 (W I & MA) U'I/Ul /LU l tl 04/0 1/20 19 X I ~ffTUTE I I OTH - AND EMPLOYERS' LIABILITY ER D YIN WC925878811 (AOS) 04/0 1/20 18 04/01 /20 19 ANY PROP RI ETOR/PARTNER /EXECUTI VE 0 E.L. EAC H ACC IDENT $ v 1,ooo,ooo B OFFI CER /M EMBER EXC LUDED? N/A 04/0 1/2018 04/0 1/20 19 (Mandatory In NH) EW S5965995 10 (EXC ESS OH) E.L. DISEAS E -EA EMPL OY EE $ 1,000 ,000 If yes. describe unde r EXC ESS OHI O SI R: $500 ,000 DESCRIPTION OF OP ERATI ONS be low E.L. DISEAS E -POLI CY LI MIT $ 1,000 ,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101 , Additional Remarks Schedu le, may be attached If more space Is required) RE : TRA FFIC OPS BUILDI NG & SPORTS CE NTER. CITY OF CUPERTI NO , IT S CITY COUNC IL, OFFI CERS , OF FI CIALS, EMPLOY EE S, AG ENTS, SERVANTS AN D VOLUN TEE RS IS/AR E NA ME D AS ADDI TI ONAL INSU RED S (EXC EPT WORKERS ' COMPENSA TI ON) TO THE EXT ENT OF LOSS ES CAUS ED SOLELY AND DIRE CTLY BY TR EMCO AN D/O R WEA THER PROO FIN G TE CHN OLOG IE S, INC . EMP LOY EE S DU RIN G THE COURS E OF AUTH ORIZ ED GENERA L CO NT RAC TIN G AC TI VITI ES. THE INSURA NCE AFFO RDED UNDER TH E GE NERA L LI ABILI TY POLI CY FOR THE ADDITI ONAL IN SURED(S) IS PR IMA RY IN SURA NCE AND ANY OTHER IN SURA NCE MAIN TAINED BY OR AVA ILAB LE TO THE ADDITI ONAL IN SU RED(S) IS NON-CON TRIBUTORY. WAIV ER OF SUBROGA TI ON IN FAVOR OF THE ADDITI ONAL IN SURE D(S) UNDER THE GENERA L LI ABILITY. CERTIFICATE HOLDER CANCELLATION CITY OF CUPERT INO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 10555 MARY AVE . THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN CUP ERTINO , CA 95014 ACCORDANCE WITH THE POLICY PROVISIONS . AUTHORIZED REPRESENTATIVE of Marsh USA Inc . I Man ashi Mu kherjee ~~h.i.~ © 1988-2016 ACORD CORPORATION. All rights res erved. ACORD 25 (2016/0 3 ) T h e ACORD name and l ogo are registered mar ks of ACORD AGENCY CUSTOMER ID: 34492 -------------------LO C #: Cleveland ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED MARSH USA INC . RPM INTERNAT ION AL INC . WEATHERPROOFING TECHNOLOGIES , INC . POLICY NUMBER TREMCO INCORP ORATED AND IT S SUBS IDIARIE S 3735 GREEN RD. BEACHWOOD , OH 44122 CARRIER I NAICCODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance THE FIRST CONT INENTAL SERVICE CO. PLACEMENT IS A DIRECT PLACEMENT. MARSH MANAGEMENT SERVIC ES (VERMONT) MANAGES THE CAPTIVE INSURER INDI CATED HERE. MARSH USA INC . HA S ONLY ACT ED IN THE ROLE OF A CONSUL TANT TO THE CLIENT WITH RESPECTTO THI S PLACEMENT , WHICH IS INDI CAT ED HERE FOR YOUR CONVENIENCE . Page 2 of 2 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy#: 1-GLRPM-01/2018 Effective: April 1, 2018 IS0CG2010ll85 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS (FORM B) TI1is endorsement modifies insurance provided as follows: Name of Person or Organization: SCHEDULE Any person(s) or organizntion(s) as required by wriuen contract or agreement and as evidenced on n certificate of insurance issued to such person(s) or organization(s) on file with First Continental Services Co. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. POLICY NUMBER: BAP9258789-11 COMMERCIAL AUTO CA 20 4810 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM Wilh respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organizalion(s) who are "insureds~ for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indrcated below. Named Insured: RPM INTERNATIONAL INC. Endorsement Effective Date: 04-01-18 Name Of Person(s) Or Organization(s): SCHEDULE AS REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS ON A PRIMARY, NON-CONTRIBUTORY BASIS, IN A WRllTEN CONTRACT OR WRITIEN AGREEMENT EXECUTED PRIOR TO LOSS, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW Information reauired to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Farms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA20 4810 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 Wolters Kluwer Financial Services I Unilorm Forms 1 1,1 g Coverage Extension Endorsement -Liability Only ZURICH ., Policy Na. Efl. Date DI Pol. Exp . Date of Pot. Elf. Date of End . Producer No . Add l . Prem Return Prem. BAP92587 89-11 P4-01-1 B 04·01-19 04-01-18 '5133-000 -- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the : Business Auto Coverage Fonn Motor Carrier Coverage Fonn A. Amended Who Is An Insured 1. The following is added to the Who ls An Insured Provision in Section 11-Covered Autos Liability Coverage: The following are also "insureds": a. Any "employee" of yours Is an "insured" while using a covered "au1o" you don't own , hire or borrow for acts performed within the scope of employment by you. Any ·employee" of yours is also an ·insured " while operating an "au10· hired or rented under a contract or agreement in that "employee 's· name , with your permission, while performing duties related to the conduct of your business . b. Anyone volunteering services to you is an "insured· while using a covered •·auto" you don't own , hire or borrow 1o transport your clients or other persons in activities necessary to your business . c. Anyone else who furnishes an "aulo" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d. Where and to the extent permitted by law. any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any ''accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the lfmits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condit ion in the Business Auto Coverage Form and the Other Insurance -Primary and &cess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "acc id ent", will apply an a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment -Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section 11-Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds . (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up 10 $500 a day because of time off from work. Includes copyrighled materlsl of Insurance Services Office , Inc .. with Its permission . U-CA-428-A CW (02-14) Page 1 of3 C. Fellow Employee Coverage The Fellow Employee E)(clusion contained in Section II-Covered Autos Liablllty Coverage does not apply. D. Driver Safety Program Llablllty Coverage The following is added to the Racing Exclusion in Section If -Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Amended Duties In The Event Of Accident. Clalm, Sult Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Sult Or Loss Condition is replaced by the following: a. In the event of "accident", claim, "suit" or ftloss''. you must give us or our authorized representative prompt notice of the "accident", cla im, "suit" or "loss". However, these duties only app ly when the "accident", claim, "suit" or "loss" is known lo you (if you are an individual), a partner (If you are a partnership), a member (if you are a limited li ability company) or an executive officer or insurance manager (if you are a corporation). The failure of any agent , servant or emp lo yee of the "insured" to notify us of any "accident''. claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit"; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. F. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the e><tent required of you by a written contract, executed prior lo any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract This waiver only applies to the person or organization designated in the contract. G. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1) Fall to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of "autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. H. Hired Auto -World Wide Coverage Paragraph 7a.{St of the Policy Period, Coverage Territory Condition is replaced by the following: (St Anywhere in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less . I. Bodily Injury Redefined The definition of "bodily injury" in the Definitions Section is replaced by lhe following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these al any time . Mental anguish means any type of mental or emotional illness or disease. Includes copyrighted material or Insurance Services Office, Inc .• with Its permission . U,CA-426,A CW (02·1") Page 2of 3 J. Expected Or Intended lnju,y The Expected Or Intended Injury Excl usion in Paragraph B. Exclusions under Section II -Covered Auto Liability coverage Is replaced by the folfowing: Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does not apply to "bodily injury" or "property damage'' resulting from the use of reasonable force to protect persons or property. Al l other terms, conditions, provisions and exclusions of this policy remain the same. Includes cop~righled malerial of lrisurance SeNices Office, Inc .. wflh Its pe,mlsslon . U-CA-428-A CW {02-14) Page 3 of 3 NAMED INSURED: POLICY NUMBER: EFFECTIVE DATE: ENDORSEMENT 8 RPM International Inc. nnd any affiliated subsidiary. controlled or associated company, corporation or other legal cnliLy lhen:of, now ex isling or as may exist hereafter. l-GLRPM-01/2018 April I, 2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -PRIMARY INSURANCE This endorsement modifies insurance provided as follows: Commercial Oeneral Liability Coverage form Section IV , Commercial General Liablllty Conditions, parasmph 4., Olhcr Insurance, subpnragraph a. Primary Jnsumncc. is amended by lhe addition of the followini:: However, coverage under this policy afforded to an sddilional insured will apply as primary insurance where required by contract, and any other insurance Issued to such additional Insured shall apply as excess nnd noncontribu1ory Insurance , All other tenns and conditions remilin unchanged. NAMED JNSURED: POLICY NUMBER: EFFECTIVE DATE: ENDORSEMENT 2 RPM International Inc. I-GLRPM-01/2018 April I. 2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS WE WAIVE ANY RIGHT OF RECOVERY WE MAY HAVE AGAINST THE PERSON OR ORGANlZATION DESIGNATED IN THE SCHEDULE AS SUBJECT TO THIS ENDORSEMENT BECAUSE OF PAYMENTS WE MAKE FOR INJURY OR DAMAGE ARISING OUT OF WORK YOU PERFORM UNDER A CONTRACT WITH THE DESIGNATED PERSON OR ORGANIZATION. THE WAIVER APPLIES ONLY TO THE DESIGNATED PERSON OR ORGANIZATION AND THE WORK YOU PERFORM MUST BE UNDER CONTRACT, AND FOR THE PROJECT AND LOCATION, DESIGNATED IN THE SCHEDULE. SCHEDULE DESIGNATED PERSON OR ORGANIZATION: Any person(s) ororganization(s) as required by written contract or agreement and os evidenced on a certificate of insurance issued to such person(s) or organization(s) on file with First Continental Services Co.