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Truxtun Avenue - Spin Scooters Bike Share
ENCROACHMENT PERMIT CITY OF BAKERSFIELD (PUBLIC WORKS DEPARTMENT 1501 TRUXTUN AVE BAKERSFIELD CA 93301 (661) 326-3724 TO THE CITY ENGINEER OF THE CITY OF BAKERSFIELD CALIFORNIA: Pursuant to the provisions of Chapter 12.20 of the Bakersfield Municipal Code, the undersigned applies for a permit to place, erect, use and maintain an encroachment on public property or right of way as therein defined. Application Nut*er 21-30000032 Date 91127/21 Property Address TRT/TU27 AVE Application tie description PS•i - ENCROACMENT PEP1,11T olmer Contractor »--------------•-------- - SKIWI LAB DBA SPW SKINNY LAB iDBA SPIN 450 MISSION STREET SUITE 400 450 .MISSitON STREET SUITE 400 SAN FRAVCTSCO CA 94205 SAAr FRANCISCO CA 54105 (sit) 479-0906 1510) 47?-0905 _ Permit . . - . ENCROACKMENT PEMIT _ ________ ___ »__________ Additional.desc . , Phone ACaess Code , 2802179 Permit Fee . . . . .00 Issue Date . . . . 8/27/21 valuation 0 Special Notes and Comments _.._________....,...____----_____-»..._------ Will provide a Bike. Share Progran to the City of Bakersfield per Agreement. 2021-102 for a term of two(2) years from date of execution of agreement. Contact. Alex April (719.) 521-•1430 --------------------------------- ---------__--------------- Fee summary Charged Paid Credited 'Cue Permit Fee Total »- yQa - » 100 - --- GO ----"" .ufl Grand Total. .00 '00 .00 .00 Applicant acknowledges the right of the City Engineer, pursuant.to the Bakersfield Municipal Code Chapter 12.20 to revoke the permitat any time. Signature of Applicant (Owner/Agent) Print Name ,,v P I HEREBY CERTIFY THAT I HAVE MADE AN INVESTIGATION OF THE PACTS STATED IN THE FOREGOING APPLICATION AND FIND THAT THE MAINTENANCE OF SAID ENCROACHMENT (1) WILL (NOT) SUBSTANTIALLY INTERFERE WITH THE USE OF THE PLACE- WHERE THE SAME IS TO BE LOCATED AND (2) WILL (NOT) CONSTITUTE A HAZARD TO PERSONS USING SAID PUBLIC PLACE; SAID APPLICATION 1S THEREFORI_ (GRANTED D) Said permit shall expire on date stated above. Signature of City Engineer Date Additional Terms on the Back CITY OF BAKERSFIELD PUBLIC WORKS DEPARTMENT 1501 TRUXTUN AVE BAKERSFIELD CA 93301 (661) 326-3724 TO THE CITY ENGINEER OF THE CITY OF BAKERSFIELD CALIFORNIA: Pursuant to the provisions of Chapter 12.20 of the Bakersfield Municipal Code, the undersigned applies for a permit to place, erect, use and maintain an encroachment on public property or right of way as therein defined. Application Number . . . . . 21-30000032 Date 8/27/21 Property Address . . . . . . TRUXTUN AVE Application type description PW - ENCROACHMENT PERMIT Owner Contractor SKINNY LAB DBA SPIN SKINNY LAB DBA SPIN 450 MISSION STREET SUITE 400 450 MISSION STREET SUITE 400 SAN FRANCISCO CA 94105 SAN FRANCISCO CA 94105 (510) 479-0906 (510) 479-0906 ---------------------------------------------------------------------------- Permit . . . . . . ENCROACHMENT PERMIT Additional desc . . Phone Access Code . 2803179 Permit Fee . . . . .00 Issue Date . . . . 8/27/21 Valuation . . . . 0 ---------------------------------------------------------------------------- Special Notes and Comments Will provide a Bike Share Program to the City of Bakersfield per Agreement 2021-102 for a term of two(2) years from date of execution of agreement. Contact: Alex April (719) 321-1430 ---------------------------------------------------------------------------- Fee summary Charged Paid Credited Due --------------------------------------------------------- Permit Fee Total .00 .00 .00 .00 Grand Total .00 QO .00 .00 Applicant acknowledges the right of the City Engineer, pursuant to the Bakersfield Municipal Code Chapter 12.20 to revoke the permit at any time. Signature of Applicant (Owner/Agent) Print Name I HEREBY CERTIFY THAT I HAVE MADE AN INVESTIGATION OF THE FACTS STATED IN THE FOREGOING APPLICATION AND FIND THAT THE MAINTENANCE OF SAID ENCROACHMENT (1) WILL (NOT) SUBSTANTIALLY INTERFERE WITH THE USE OF THE PLACE WHERE THE SAME IS TO BE LOCATED AND (2) WILL (NOT) CONSTITUTE A HAZARD TO PERSONS USING SAID PUBLIC PLACE; SAID APPLICATION IS THEREFORE (GRANTED) (DENIED) Said permit shall expire on date stated above. Signature of City Engineer Date Additional Terms on the Back [Over $40,000] This INDEPENDENT CONTRACTOR'S AGREEMENT ("Agreement") is made and entered into on ..MAY 19 7071 , by and between the CITY OF BAKERSFIELD, a municipal corporation, ("CITY") and SPIN (Skinny Labs Inc., a Delaware corporation, dba Spin) ("CONTRACTOR"). RECITALS WHEREAS, CONTRACTOR represents that CONTRACTOR is experienced, well qualified and a specialist in the field of stationless bikeshare systems; and WHEREAS, the CITY of Bakersfield ("CITY") constantly strives to develop mobility solutions as a way to reduce traffic congestion and encourage healthy living in the community; and WHEREAS, the CITY has been developing "Complete Streets" that feature dedicated bike lanes meant to make bicycle riding in the community as safe and easy way to get around; and WHEREAS, to further encourage the use of bicycles as a reliable and healthy means of transportation, the CITY desires to establish a bike sharing program; and WHEREAS, the CITY has secured a grant to supplement funding for a successful bike share program; and WHEREAS, CONTRACTOR has submitted a proposal with the CITY to develop a bike share program; and WHEREAS, the CITY desires to engage CONTRACTOR and CONTRACTOR desires to enter into a service agreement for the establishment of a bike share program; and WHEREAS, the City Council believes that the bike share program contemplated herein is in the best interest of the community and further the health, safety, and welfare of the CITY. NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows: SPIN (Skinny Labs, Inc.) S:\Bikeways and Peds\00_Bike Share Project -Oct 2018\Agreement\SPIN.Agmt3_FINAL_05132021 Page 1 of 16 May 13, 2021 1. SCOPE OF WORK. The City is the recipient of a $701,000.00 Active Transportation Program grant from the California Transportation Commission. Under this Agreement, the CITY will use the grant to secure safe and affordable multimodal active transportation options for City residents and visitors to help reduce traffic congestion, to maximize active, carbon -free mobility. CONTRACTOR operates an application -based electric scooter and electric bike sharing program. Nothing herein shall be deemed as authorization for to install micromobility hubs on privately owned property or Right of Way belonging to any governmental authority other than CITY. In exchange for the Compensation (defined below), CONTRACTOR shall perform the following: Operate CITY'S stationless bikeshare program as described in the project's Request for Fee Proposals (RFP), attached hereto and incorporated by reference herein as Exhibit A. Program includes the provision of, maintenance, and redistributing of all equipment necessary for a 2-year agreement program. Program includes discounted payment plans for qualified customers, community engagement as well as monitoring and enforcement of proper bicycle usage and parking issues as set forth herein in the RFP and CONTRACTOR'S Proposal attached hereto and incorporated herein as Exhibit B. The Scope of Work shall include all items and procedures necessary to properly complete the task CONTRACTOR has been hired to perform, whether specifically included in the Scope of Work or not. 2. COMPENSATION/PAYMENT PROCEDURE. Subject to the conditions of this section, CITY will pay CONTRACTOR as follows for performing the Scope of Work ("Compensation"): 2.1 The total maximum contract amount for this entire bike share program is not to exceed $701,000. All monies from this amount shall go toward operational and maintenance expenses as well as subsidy programs as agreed upon with the City of Bakersfield and as specified in this agreement. 2.2 Contract monies shall allow for a one time project start up expense (if needed) for the first month, and thereafter a monthly payout for operational and maintenance expenses as well as subsidized amounts used for low income and student access programs. CONTRACTOR shall provide documentation for these expenses each individual month for reimbursements for a total of 2 years (1 month startup and 23 months following). The total for all 24 months shall not exceed the contract amount of $701,000. SPIN (Skinny Labs, Inc.) S:\Bikeways and Peds\00_Bike Share Project -Oct 2018\Agreement\SPIN.Agmt3_FINAL_05132021 Page 2 of 16 May 13, 2021 2.3 Should the contract monies of $701,000 be exhausted prior to the end of the 2-year (24 month) period, the CONTRACTOR agrees to continue providing the program operational, maintenance, and subsidy programs for the completion of the 2-year (24 months) period, at the CONTRACTOR'S sole expense. 2.4 No fees from the grant shall be used for the purchase or servicing of electric scooter vehicles. CONTRACTOR will deploy, service, maintain and replace the vehicles and Charging Hubs for the duration of the Initial Term, including the full replacement cost of up to 50% of the minimum bicycle fleet and 100% of Charging Hub stations at CONTRACTOR'S sole cost and expense. Unless otherwise provided herein, CONTRACTOR is solely responsible for paying any necessary licensing, permitting, or registration fees that may be necessary to comply with the CITY'S ordinances, or other law. CONTRACTOR shall not be required to pay the CITY a fee with respect to any Spin Scooter, Bike, Ride, Service or Charging Hub. 2.5 CITY will pay CONTRACTOR within 30 days after CONTRACTOR submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY. The Compensation will be the total amount paid to CONTRACTOR for performing the Scope of Work and includes, but is not limited to, all out-of-pocket costs and taxes. CITY will pay no other compensation to CONTRACTOR. In no case will CITY compensate CONTRACTOR more than $701,000 for performing the Scope of Work. 3. IMPLEMENTATION. All monies shall go toward shared bicycles only (no scooters). All bicycles part of this Agreement shall be operated only within the designated boundary area shown in Exhibit C. A minimum of 125 bicycles shall be provided to customers by the CONTRACTOR at all times for this bike share program within designated boundary area shown in Exhibit C. Any additional bicycles outside of the designated boundary area shown in Exhibit C, or any potential scooters provided and operated by CONTRACTOR on a separate agreement with the CITY either inside or outside of the designated boundary area shown in Exhibit C, will not be part of this project agreement and not eligible for any of this project's operational or subsidized monies. 4. PERFORMANCE REPORT AND RECORDS. CONTRACTOR will provide summaries of monthly Charging Hub usage including total Vehicles deployed at hubs, total trips originating from hubs, and total trips ending at hubs to both the CITY as well as provide required information to Ride Reports for bicycle usage monitoring. SPIN (Skinny Labs, Inc.) S:\Bikeways and Peds\00_Bike Share Project -Oct 2018\Agreement\SPIN.Agmt3_FINAL_05132021 Page 3 of 16 May 13, 2021 CONTRACTOR shall maintain all its books, documents and records relating to this Agreement for the preceding calendar year. The books, documents and records shall be made available to the CITY at CONTRACTOR'S corporate office after CONTRACTOR receives a written request therefor; provided, however, in the event such information is available in electronic form, then CONTRACTOR shall provide such books, documents and records to the CITY electronically so that the employees of the CITY are not required to travel to CONTRACTOR'S corporate office; provided, further, CONTRACTOR shall not be required to disclose any documents or records which are subject to any federal, state and local laws, ordinances and regulations that may restrict disclosure of personal information. 5. EQUIPMENT. A separate permit agreement between CONTRACTOR and the CITY must be pulled by the CONTRACTOR prior to operation of any additional bicycles used outside of the designated boundary area shown in Exhibit C, as well as for any scooters provided by the CONTRACTOR and used inside or outside the designated boundary area shown in Exhibit C. 5.1 CONTRACTOR'S e-bike charging will be completed at a warehouse within the City of Bakersfield. If the CITY and CONTRACTOR decide that charging stations for the e-bikes will benefit the program, CONTRACTOR will have the opportunity to install docked charging stations within approved CITY right-of-way to charge the e-bikes. 5.2 CONTRACTOR shall deploy the agreed minimum number of active transport vehicles and Hubs, perform the Service on the Right of Way consistent with applicable law and in a professional and workmanlike manner in accordance with the prevailing industry standards applicable in CONTRACTOR'S industry. 5.3 During the Term, CONTRACTOR may install, manage, operate, repair, replace, remove, upgrade and maintain vehicle parking infrastructure, such as Signage (defined in SIGNAGE Section below), vehicle parking stations, and associated charging cables in order to operate micromobility charging hubs (each, a "Charging Hub" and collectively, "Charging Hubs") for electric scooters and bicycles ("Spin Vehicles") within the Right of Way at the Approved Location(s) per Exhibit C map for the purpose of providing the Services. CONTRACTOR may display images of the CONTRACTOR'S Vehicles and Charging Hubs to the public, which the CITY agrees may include incidental images of CITY'S name, logos and/or the areas in which the Charging Hubs are located. CONTRACTOR may access the Approved Location(s) per Exhibit C map of each Charging Hub 24 SPIN (Skinny Labs, Inc.) S:\Bikeways and Peds\00 Bike Share Project -Oct 2018\Agreement\SPIN.Agmt3_FINAL_05132021 Page 4 of 16 May 13, 2021 hours per day, 7 days per week to deploy, remove, repair, replace, remove, upgrade or perform minor non-invasive maintenance on the Charging Hubs and Spin Vehicles, vehicles in order to provide the Services. For the avoidance of doubt, CONTRACTOR shall only conduct maintenance on the Charging Hubs and/or CONTRACTOR Vehicles in the public Right of Way in the event such is necessary for the protection of life and safety or such maintenance is of a nature that is routine and does not negatively impact or interfere with the regular use of the Right of Way, such as simple tightening of screws or bolts. CONTRACTOR shall be responsible for all installation, removal, operations, and maintenance related to the Charging Hubs. Users of the Services may access the Right of Way for the purpose of accessing and using the CONTRACTOR'S Vehicles and Charging Hubs. CONTRACTOR agrees to install all equipment according to applicable CITY law, ordinances and/or codes, and shall ensure that such installation shall not impede vehicular or pedestrian traffic or visual sightlines for other transportation needs. 5.4 CONTRACTOR may remove a Charging Hub from the Right of Way or on other CITY land at any time by providing prior notice of such removal to the CITY. If, at any time after execution of this Agreement, CONTRACTOR desires to relocate a Charging Hub or place new hubs in the Right of Way or on other CITY land, CONTRACTOR must submit a written request to the CITY'S Designated Representative, which the CITY shall approve or deny within 30 days. 5.5 CONTRACTOR may connect to the CITY'S infrastructure for the purpose of connecting the Charging Hubs to existing electrical connections available by the CITY. Any such connection/disconnection may only be performed by a licensed electrician and shall be done in a workperson-like manner. CONTRACTOR is responsible for all costs to connect and disconnect and monthly costs for the electrical service(s) to the Charging Hub(s) and any damage caused by such connection or disconnection. 5.6 At the CITY'S request, during the Term CONTRACTOR shall retain title to and ownership of all the Charging Hubs, Spin Vehicles, Service facilities and other equipment referred to herein. In addition, as between the Parties, CONTRACTOR owns all right, title, and interest in and to the Charging Hubs, Spin Vehicles, the Service, and Spin's name, trademarks, tradenames, service marks and logos. 5.7 Under separate funding source, the CITY shall provide 10 concrete pad parking hub locations with minimum of two (2) electrical stub SPIN (Skinny Labs, Inca SABikeways and Peds\00_Bike Share Project -Oct 2018\Agreement\SPIN.Agmt3_FINAL_05132021 Page 5 of 16 May 13, 2021 outlets at two of those locations available for CONTRACTOR to connect for the bicycle recharging stations. CONTRACTOR shall be responsible for any electrical work necessary to connect recharging stations. CONTRACTOR shall provide recharging equipment at all 10 designated concrete pad parking hub locations. CONTRACTOR shall maintain the bicycle recharge equipment (if any) on all 10 concrete pad parking hub locations. Recharging equipment shall be in working condition at all 10 concrete pad parking hub locations for the duration length of this program. b. MAINTENANCE. CONTRACTOR shall have the responsibility to maintain all Charging Hubs and other equipment/facilities. The CITY shall not have any obligation with regards to the maintenance of Charging Hubs and equipment/facilities. CONTRACTOR shall be responsible for maintaining the Charging Hubs in good repair and in a manner that shall not interfere, other than nominally due to the presence of such Charging Hub or Spin Vehicles in the Right of Way, with the proper, safe and continuous use of the Right of Way by pedestrians and motorists at the Approved Location(s), subject to ordinary wear, tear, casualty and condemnation. Notwithstanding anything in the above provision, the parties agree that CITY shall have the right to work within the Right of Way, whether by its own forces or contracted forces. 7. GEOFENCING. CONTRACTOR shall provide all Geofencing for bicycle parking and bicycle speed control within the designated boundary area map shown in Exhibit C. CONTRACTOR shall work with City of Bakersfield to determine the location of these Geofencing boundaries. 8. ACCESS TO RIGHT OF WAY. The CITY hereby grants CONTRACTOR access to the CITY's infrastructure and services set forth in this Agreement in order for CONTRACTOR to provide the Services. The CITY may provide CONTRACTOR with staff assistance, as needed, in locating the Approved Location(s) shown in Exhibit C. However, in no event is the CITY to assume any active role or responsibility for the operations of the Service(s), which shall remain entirely with CONTRACTOR, nor shall the CITY be financially responsible for providing the Service(s). The CITY hereby grants to CONTRACTOR, its representatives, employees, consultants and contractors and users of the Spin Vehicles and Charging Hubs, an exclusive right and license to access, travel, cross, and/or SPIN (Skinny Labs, Inc.) S:\Bikeways and Peds\00_Bike Share Project -Oct 2018\Agreement\SPIN.Agmt3_FINAL_05132021 Page 6 of 16 May 13, 2021 otherwise use the Right of Way for the installation, operation and minor maintenance of the Charging Hubs and to perform the Services described in in this Agreement. For the avoidance of doubt, CONTRACTOR shall only conduct maintenance on the Charging Hubs and/or Spin Vehicles in the public Right of Way in the event such is necessary for the protection of life and safety or such maintenance is of a nature that is routine and does not negatively impact or interfere with the regular use of the Right of Way, such as simple tightening of screws or bolts. In furtherance of the foregoing, the CITY grants to CONTRACTOR a non-exclusive right of ingress and egress over and across any and all CITY -owned property as is reasonably necessary to access the Charging Hubs and Spin Vehicles for the purposes set forth in this Agreement. The grant of this license shall not constitute a conveyance of any interest in the Right of Way. Notwithstanding the foregoing, installation and maintenance, as allowed under this Agreement, of the equipment and facilities shall in no way materially interfere with pedestrian traffic. 9. SIGNAGE. CONTRACTOR'S branding ("Signage") will be permitted on the Charging Hubs. CONTRACTOR shall forward to the CITY for approval any proposed Signage on the Charging Hubs prior to installation. CONTRACTOR agrees that, as it relates to all signage on Charging Hubs maintained by CONTRACTOR within the CITY, it will abide by applicable state, local and federal law relating to signs. 10. REBALANCING/REDISTRIBUTE BICYCLES. CONTRACTOR shall be responsible to rebalance/redistribute all bicycles (minimum of 125) in the designated boundary area map shown in Exhibit C on a daily basis. CONTRACTOR will monitor, educate, and discipline (when necessary) any program bicycle users when parking and speeding guidelines have been violated. 11. REMOVAL OF FACILITIES. CONTRACTOR shall remove the Charging Hubs and equipment in the Right of Way that are permitted under this section within thirty (30) days following the termination of this Agreement. After a Charging Hub is removed, either at the direction of the CITY or by the decision of CONTRACTOR, CONTRACTOR shall restore the Right of Way or other CITY land at the Approved Location(s) to its original condition, subject to ordinary wear, tear, casualty and condemnation. 12. DANGEROUS CONDITIONS. The Parties shall take all necessary precautions so as not to suffer or permit any unreasonably dangerous condition to pedestrians and/or motorists to be created, exist or continue. In the event CITY declares an unreasonably SPIN (Skinny Labs, Inc.) S:\Bikeways and Peds\00_Bike Share Project -Oct 2018\Agreement\SPIN.Agmt3_FINAL_05132021 Page 7 of 16 May 13, 2021 dangerous condition to exist due to CONTRACTOR'S negligence or intentional misconduct in the operation of the Charging Hub(s) pursuant to this Agreement, CONTRACTOR shall use reasonable efforts under the circumstances and without delay to abate such unreasonably dangerous condition caused by CONTRACTOR. 13. NOTICES. Each notice required or permitted to be given under this Agreement by either party to the other shall be given in writing and delivered to the address specified below by one of the following methods: (a) by hand delivery for which receipt is acknowledged in writing, (b) by a nationally recognized overnight courier marked for overnight delivery, or (c) by United States registered or certified mail, return receipt requested, postage prepaid. Notices shall be deemed given when received (or receipt refused) in the case of hand delivery, one (1) business day after the Notice is deposited with a courier service for delivery on the following business day in the case of overnight service, and the first date of attempted delivery in the case of registered or certified mail. The Parties address(es) for notice purposes are as follows: CITY: City of Bakersfield 1501 Truxtun Ave. Bakersfield, California 93301 Attn: Traffic Operations Engineer CONTRACTOR: Skinny Labs, Inc. 450 Mission St. 400 with a copy to: San Francisco, CA Attn: Legal Department Cc: legal@spin.pm Ford Motor Land Development Corporation 330 Town Center Drive, Ste 1100 Dearborn, MI 48126 Attn: Vice President - Corporate Real Estate By notice to the other, either party may change its address(es) for notice purposes. 1. TERM. Unless terminated sooner, as set forth herein, this Agreement shall terminate on two (2) years from the date of execution. SPIN (Skinny Labs, Inc.) SABikeways and Peds\00_Bike Share Project -Oct 2018\Agreement\SPIN.Agmt3_FINAL_05132021 Page 8 of 16 May 13, 2021 15. TERMINATION. Either party may terminate this Agreement after giving the other party written notice, as provided herein, ten days before the termination is effective. 16. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall, at CONTRACTOR'S sole cost, comply with all of the requirements of Municipal, State, and Federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all Municipal ordinances and State and Federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required. 17. INDEPENDENT CONTRACTOR. This Agreement calls for CONTRACTOR'S performance of the Scope of Work as an independent contractor. CONTRACTOR is not an agent or employee of the CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shall not be construed as forming a partnership or any other association with CONTRACTOR other than that of an independent contractor. 18. DIRECTION. CONTRACTOR retains the right to control or direct the manner in which the services described herein are performed. 19. EQUIPMENT. CONTRACTOR will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement. 20, STARTING WORK. CONTRACTOR shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the date first written above. 21. KEY PERSONNEL. CONTRACTOR shall name all key personnel to be assigned to perform the Scope of Work. All key personnel shall be properly licensed and have the experience to perform the work called for under this Agreement. CONTRACTOR shall provide background for each of the key personnel including, without limitation, resumes and work experience performing work similar to the Scope of Work. CITY reserves the right to approve key personnel. Once the key personnel are approved, CONTRACTOR shall not change such personnel without CITY'S written approval. 22. INCLUDED DOCUMENTS., Any bid documents, including, without limitation, special provisions and standard specifications and any Request for SPIN (Skinny Labs, Inc.) S:\Bikeways and Peds\00_Bike Share Project -Oct 2018\Agreement\SPIN.Agmt3_FINAL_05132021 Page 9 of 16 May 13, 2021 Proposals, Request for Qualifications and responses thereto relating to this Agreement are incorporated by reference as though fully set forth herein. 23. LICENSES. CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits and approvals which are legally required for CONTRACTOR to practice its profession and perform the Scope of Work. If CONTRACTOR is a corporation, at least one officer or key employee shall hold the required licenses or professional degrees. If CONTRACTOR is a partnership, at least one partner shall hold the required licensees or professional degrees. 24. STANDARD OF PERFORMANCE. The Scope of Work shall be performed in conformity with all legal requirements and industry standards observed by a specialist of CONTRACTOR'S profession in California. 25. SB 854 COMPLIANCE. To the extent Labor Code Section 1771.1 applies to this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded. The prime contractor is required to post job site notices in compliance with Title 8 California Code of Regulations Section 16451. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. 26. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time and shall not serve to vary the terms of this Agreement. 27. INSURANCE. CONTRACTOR must procure and maintain insurance at all times during the duration of this Agreement. The types of limits of insurance are listed below, and shall be against claims for injuries to persons or damages to property that may arise from or in connection with CONTRACTOR'S use of the encroachment including, but not limited to, any bodily injury including death or property damage to property arising out of or in connection with any use, misuse, placement of any of the SPIN (Skinny Labs, Inc.) S:\Bikeways and Peds\00_Bike Share Project -Oct 2018\Agreement\SPIN.Agmt3_FINAL_05132021 Page 10 of 16 May 13, 2021 CONTRACTOR'S devices or equipment by any person at no costs or expense to the CITY. 27.1 If CONTRACTOR maintains broader coverage or higher limits than the minimums shown below, the CITY requires and will be entitled to the broader coverage or higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the CITY. 27.2 All policies required of CONTRACTOR must be primary insurance as to CITY and its mayor, council, officers, agents, employees or designated volunteers and any insurance of self-insurance maintained by CITY and its, council, officers, agents, employees, and designated volunteers must be excess of CONTRACTOR'S insurance and must not contribute with it. 27.3 The insurance required below, except for workers' compensation insurance, must be placed with insurers with a Best's rating as approved by CITY'S Risk Manager, but in no event less than A:VII. Any deductibles, self -insured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this Agreement, or insurance rated below Best's A-:VII, must be declared prior to execution of this Agreement and approved by CITY in writing. 27.4 Failure to maintain insurance coverage, which is required pursuant to this Agreement, will be deemed a violation of this Agreement and grounds for its termination. The CITY, at its sole option, may terminate this Agreement and obtain damages from the CONTRACTOR resulting from the violation. 27.5 Automobile liability insurance, providing coverage for owned, non - owned, and hired autos, as applicable, on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, with limits of not less than $1,000,000 per occurrence. 27.6 Commercial general liability insurance, unless otherwise approved by CITY's Risk Manager, providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, with limits of not less than $5,000,000 per occurrence, $10,000,000 annual aggregate. The policy must: 27.6.1 Provide contractual liability coverage for the terms of this SPIN (Skinny Labs, Inc.) S:\Bikeways and Peds\00_Bike Share Project -Oct 2018\Agreement\SPIN.Agmt3_FINAL_05132021 Page 11 of 16 May 13, 2021 Agreement; 27.6.2 Provide products and completed operations coverage; 27.6.3 Provide premises, operations, and mobile equipment coverage; and 27.6.4 Contain an additional insured endorsement in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers. 27.7 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence. In accordance with the provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees. Pursuant to Labor Code Section 1861, CONTRACTOR must submit to CITY the following certification before beginning any work on the Improvements: I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract. By executing this Agreement, CONTRACTOR is submitting the certification required above. The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers. The CONTRACTOR may satisfy the minimum liability limits required for commercial general liability or auto liability under an umbrella or excess liability policy as the umbrella or excess liability policy as long as the umbrella or excess liability policy has continuing coverage following the commercial general liability or auto liability policies. There is no minimum per occurrence limit of liability under the umbrella or excess liability; however, the annual aggregate limit must not be less than the highest "Each Occurrence" limit for either commercial general liability or auto liability. CONTRACTOR agrees to endorse the CITY as an Additional Insured on the umbrella or excess liability, unless the Certificate of Insurance states that the umbrella or excess liability provides coverage on a "Follow -Form" basis. 28. THIRD PARTY CLAIMS. In the case of public works contracts, CITY will timely notify CONTRACTOR of third party claims relating to this Agreement. CITY shall be allowed to recover from CONTRACTOR, and CONTRACTOR shall pay on demand, all costs of notification. SPIN (Skinny Labs, Inc.) SABikeways and Peds\00_Bike Share Project -Oct 2018\Agreement\SPIN.Agmt3_FINAL_05132021 Page 12 of 16 May 13, 2021 29. INDEMNITY. CONTRACTOR must indemnify, defend and hold harmless CITY and CITY'S officers, agents, elected or appointed officials, employees, and volunteers against any and all liability, claims, damages, losses, actions, cause of action, demands, expenses, fines, penalties, judgments and defense costs (including without limitation, actual, direct, out-of-pocket costs and expenses, and amounts paid in compromise, settlement, orjudgment, and reasonable legal fees arising from litigation of every nature or liability of any kind or nature including civil, criminal, administrative, or investigative) whatsoever against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by CONTRACTOR or CONTRACTOR'S employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this agreement including, but not limited to, CITY'S issuance of an encroachment permit and any bodily injury including death or damage to property arising out of or in connection with any use, misuse, placement, or mis-placement of any of the CONTRACTOR'S devices or equipment by any person, whether or not caused in part by a party indemnified hereunder, except to the extent any of the above is based on, or results from, the CITY'S (or its officers', agents', and/or employees') negligence or willful misconduct. This indemnity will apply to all claims and liability regardless of whether any insurance policies of CONTRACTOR, its affiliates, or any other parties are applicable thereto. The policy limits of any insurance of CONTRACTOR, its affiliate, or other parties are not limitation upon the obligation of CONTRACTOR, including without limitation, the amount of indemnification to be provided by CONTRACTOR. The provisions of this section will survive the termination of this Agreement. 30. ASSIGNMENT. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party. Any such assignment is prohibited, and shall be unenforceable and otherwise null and void without the need for further action by the non -assigning party or parties. 31. ACCOUNTING RECORDS. CONTRACTOR shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement. Such records and SPIN (Skinny Labs, Inc.) S:\Bikeways and Peds\00_Bike Share Project -Oct 2018\Agreement\SPIN.Agmt3_FINAL_05132021 Page 13 of 16 May 13, 2021 documentation shall be kept at CONTRACTOR'S office during the term of this Agreement, and for a period of three years from the date of the final payment hereunder, and made available to CITY representatives upon request at any time during regular business hours. 32. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors and assigns. 33. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represents and warrants that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement. 34. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such. 35. EXECUTION. This Agreement is effective upon execution. It is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement. 36. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached. 37. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement. 38. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement and its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California. 39. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural. SPIN (Skinny Labs, Inc.) S:\Bikeways and Peds\00_Bike Share Project -Oct 2018\Agreement\SPIN.Agmt3_FINAL_05132021 Page 14 of 16 May 13, 2021 40. MERGER AND MODIFICATION. This Agreement sets forth the entire agreement between the parties and supersedes all other oral or written representations. This Agreement may be modified only in a writing approved by the City Council and signed by all the parties. 41. NON -INTEREST. No CITY officer or employee shall hold any interest in this Agreement (California Government Code section 1090). 42. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allocation of resources by the City Council. 43. TITLE TO DOCUMENTS. All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon preparation, become CITY property. TAX NUMBERS. CONTRACTOR'S Federal Tax ID Number CONTRACTOR is a corporation? Yes No (Please check one.) SPIN (Skinny Labs, Inc.) S:\Bikeways and Peds\OC_Bike Share Project -Oct 2018\Agreement\SPIN.Agmt3_FINAL_05132021 Page 15 of 16 May 13, 2021 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. "CONTRACTOR" SPIN (SKINNY LABS, INC.) By:. Print Name: --ZWS1,1VXV%n Title: (100 City Attorney IJ HUA H. RUDNICK ut, S-eputy City Attorney Insurance: CJD-- APPROVED AS TO CONTENT: PUBLIC WORKS DEPAR STUART PATTESON Acting Public Works Director Exhibits A,B & C JHR/mb SPIN (Skinny Labs, Inc.) S:\Bikeways and Peds\OQ--Bike Share Project -Oct 2018\Agreement\SPIN.Agmt3�_F1NAL-05132021 Page 16 of 16 May 13,2021 Page 1 of 2 rg CERTIFICATE a g DATE (M1111100^lYYY) E B LIABILITY INSURANCE 03/08/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY Oft 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($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND T14E CERTIFICATE HOLDER. IMPORTANT: if the certificate holder Is an ADDITIONAL INSURED, the policy(less) 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 ri has to the certificate holder in lieu of such endorSOMent(s). PIIUDUCER C ACT Willi$ Towers Dratson Certificate Center NAME: Willis Tourers Watson Tnsuranea Sarvices Pleat, Ync. , _ ON ._. ___..__ _. ,ii _ I-H77-94 -7378 - Y p n 1 HBH-i61-2378 clo 26 Century Blvd E-MAIL MI,f;•rS__.....w,.,....._...........�._,...�,_. coe' ...................... CeCtSCicRtes�willis. P+ O, Box 305151 Nashville, Tu 372345191 tTSA ._.w..._......»...�..._.,.. ..».._._......, INSURER Cq) AFfDRDINC COYERArnE NAI A INSURERA Lloyd'a 27874 INSURED Sk"Ay Lot,® tne. 09k spun . ... _....... w INsuRERn ACE American Insurance, Company 22667 .,._..,_.,_ .........._., .,.....�... ...,._. ..„.._ ................_,„„,..._.. _.,_,.M...... 450 Mission Street, Suite 400 IN9tlHERCI_ San rranciace, CA 94105 .,..w...._-._ _ ._..,,._. w.._... .._... INSUREA0 INSURER E l ` INSUNCR F s t'«'tei*d�:fc9r1�°, !���1�11E.�I�lt��i'�IilTi:i�. _;- a � s : •.,.' << _ , THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEDTO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR O' HER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCAMED HEREIN IS SUBJECT TO ALL THE TEAMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, i TYPEOF"INHURANCE Imsli-wvnR Lucy Mims ��roC�yR DY� IdI+M x C4�IdM$RCIAL09HERAL1.101LITY T , E.ACHOCCURRENCE 6 2,ID:DI9, Oa0 I .. CLAWS•iiADE oCC ' E F. G + $ 1aa ast4 FfjEtSESIEagalrAr S . .... ... _.. _...._.._ MCD FXP Wy 000 Imtz6oS IS. Q00 __ aDa8a12a1174ia1 la tarDlxaalioa/aslaaaa;PERSONAL&ADVINJURY ,3 1,aao,4P9 ; —.. .... ^ " ^ �ENt A60REGA'M LlM f APPLIES PER _ .._.M GENERALAGGREGAT@ S 9 AbaS,tlQrJ POLICY PS© -•-.a _.... SCi I Cff PRODUCTS, COMPIOP AGG ; $ d, f3ii1}, at)a AuTCtdE'lauuAlDwy C1t431NE SING LIMIT as ....... _ ANv AUTCD 9DDiLYnJ NJURY (Per pt+•ean) S A : OWNED i SCHElULaD -. UTLDS ONLY i AUTOS ;a5/1D71 Hal (DpQILY S"aJh}?1°tPrtt'3tritlUtSit. IA ....~. .. p0801.6116L+ a a5lD7/3aZo, HIRED 9t7Pd•(DNINED X ^ x ' ' AUTOB Gri:,v ;..,,. t AUT08 ONLY _. ...�,._... ....... ..._ .._... PROPEIITY a7AhAAC�E " ', last PERT r 0 ..» .... - S s UMBRELLA UAB Imo'OCCUFl a i EACH OCCURRENCE � 'S 1EXCESS L3A8 .....: MADE CiAIdS AaGR,.EGATE .... IN Waft- WE AND EMPLOYERS* UAWLrrY y! �It�tCP Et,7€��pAN REX �REfitfxES)Ci r;VE �"""( N: A E•L. EACH ACC•II}Ep}1 � 5 #Mandstta ua Nt#' ' E.L. DI�ASE EA EMPLLiYi«E; S Q RIPTfr}PI CS t7AERATt4`J5 Dc+bw - i E.L. EDISEASE - POi.aOY LIr;aQT ; $�� B :Cytrer Listsiltyl�ra n5s78a156 12f2D/aaaalla�ao/aoalaach Claim 61a,tletD,drDp Aggsaagate R.3iait S1�D,aHO,eao Slit $lea, aao DESCRIPT" OF OPERATIONS LOCATIONS? V041CLES IACOAD 101, Add4lanai Tlemarka Sahedula, may be atbched it mars spots is rag0h*dj City Of Bakersfield, its officers, Agents, and RmPloYftes are included as Additional Insured* as respects t* General Liability. General Liability policy shall be Primary and Non-contributory with any other insurance in force for or which may be Purchased by Additional insureds, City at Public Works Department 96e01nd rlcmr, City Hall Annex 1501 TruXtun Avenue, SakersfIA14,CA 03301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THER901=, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHOAMED REPRESENTATIVE ACORD 25 (201&03) The ACOAD name and logo are registered marks of ACOR D Sa sra, 20917611 WMR: 2011576 All rinhis resehipd, 2 of 5 22Z AGENCY CUSTOMER ID- LOC #1. AGENCY NAMED INSURED Willis lowers Watson Insurance Services west, rncSkinny tabs Inc. nBA spin 450 btissicm street, SlAito 400 poucy NUMBER San rrAncisco. CA 94108 See Page I CARRIER NAIC CODE Soo Page I r-O Page I EFFEc'mr: DATE: S,,o p4q. I THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER 2S FORM TITLE: zn3mrance .............. .... ...... Waiver of Subrogation applies in favor of Additional Imaurede with respects to General Liabllity. 101 (2008101) (0 2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are mg1stered marks of ACORD SR ID: 20817611 BATCF2011676 CERT: W20293736 5"_ BES Polio'Nuinher: B080120117t,"21 pa& 23 ol'43 zn Endorsement No. 12 BLANKET ADDITIONAL INSUREDS WITH PRIMARY AND NON-CONTRIBUTORY WORDING This eodorsemeilt niodifies insurance tinder the following - COMMERCIAL GENERAL LIABIL17Y COVERAGE PART SECTION 13 -WHO IS AN INSURED isitineuded tt.ri include as lastired auly pel Sol) t,-,r organiu,tion descrilvd in parttt;raphs. A. through K. b0ou, whtnn a Nitniod Insured is wquited to tidd as tin addition4l insured on this Coverage Part under a written contractor written agmen-ten t, provided such contract or is current)v in offek,t or 1.4vonles, effective during the tern, of this Covenigiv, Pdrt-, and (2) was ease Vrior to: (a) the "Nidily injury' or 'property danidgen; or the offensc� Hidt cause d the "lit tsonal and titiveltising injury", for which such dddifit-m4l insured seekscovertige. However, ,,xibjPct alway.4; to the terms and condifloris, of this polk)t, including the limits., of insurance, the hisurer,�itf not provide 916 ddditiontit insured with: (1) ti higher lutist of insureince thin required by such contrai:t or agreenient, or (2) uvventge broader thdit. retfuired by such contnict or agreernent, drid in no event broador than that described 17tv the' Applicable paragraph A. through K. below, Any covt,rog, grime d ivy this endorse nient shall apply only to the extent perinissible 11V JdW A. Controlling Interest Any person or argiArtiza lion with d coatmiling interest in ci 'toned Insurt,,d, but only with respect to such person or organi7ation's fiat-ility for lx)dili, ijljury'. "property ddinage" or "personid and tidvertisinf; ii-iftiry"atising out of, 1. such perwvn or ory ,�i niza tion's fhwncid I ix vjitr(.)l of d N d filed Insured; or Z pivaiises such persx)n or organi7ation owns, nutinitains or controls while a Named Insured ivrentiw%; provided that tlu- coverage grunk-d by this pardf, raph does Curt apply to structured af terti turns, new constructioii or denofiticm operations pc rformixi by, on beh,df t* or for such ddditioadf insured. Cat-ownerofInsured Preaiisws 3 Of 6 Un BEE t'trlit; Nrit blx: BOWE hH 1 it z 1 Pige 2.4 of 43 A co-owner otai it Named I€ cured mid c:rivvr:xl underthis insur'diuv lint only vvRh rwspec•t to mch co-owner`,; liability for "bodily irtjttrw" "property damage" <vr "prrscxrtzr.t atrtci atclvx�*r'tisiitg, irtjtrry" as r;cs-xawne*r ttf r€ara h presnris<xs. C. Grantor of Franchise Any person or org ani:z.,ation tlaart has garaantt-ti it frarrtc:•hise to it Named Insured, but ortly'Aith resJuvt to Such, Person or org avi7aaticrrt`s Iiaability for "bodily injury", "property damage" ol, Opersorttit turd aclvertr-Srrtgj rtrlttrj" aty grantor Of d frarnt:Wstr to the ISNaa ned Insured. D. l.:e;w, rr of Equipment Any person or organization from whorm a Matured htsurod le'at si?s a quilinit nil, but only with rt°° ixx"':1 txa liability for "I:x'xtilyr injury", or "pe orttal aincf advertising injury' caused, in wholt� or in pod, by the Named insure d's oper'artilm or tm, of such equipment, provider thank the `4aecurrence" giving; rise txi such "hotlily injury", "prgle*rtyr damage"or the offem w giving rise to such `porstmal xrnxi ritivertising; injury" takes plane prior to [lit, Wrtttin ation of sux. h Ivase. E. Lksmv of Land Any persexri ororg auti.z ifiOn fre:ritt W410111 4 Named Insured leas s 1,11141 llut only with respect to liability for %xcfily .injury" "proporgr damage" or "perT+ttrtaal and atdvettising injury" zt.riiing out of the crwm-rship, nurintenaance or tvw (if such laartcl, provided than the "cxa.•ttm-rtr o" givltig rise to stacla "lvdily itaicary", "lrro rcarty dartiaag e" or the offx:nw giving rise to such 'pk.-rsoxiarl and advertising, injury" takes place prior tr.r the tenrainaatictrt of such tvatse. Uiv cover•atgle granted by this lydraagaraaph el vs not apply to struc`hrral altt-rations, new construction or demolition oporationw performed by on hOwif of, or for :su h additional insured. i.c»:.m of Pwrnise*s An mvner or lesm of promises lekisc-d to, Iho Named lnse.rre d, or such Irwnt r tzr lessor's real eastaty titanaag,er, knit only with te"spco to livability for N-1clily injury". "proporty daannaag k," of "perstrnal mid advertising; irtjuryr" arising out of the at-+raavfSJtitr, ittaaintasnearacc? or use cat suds lselrt of the lrrcarati*:�S irzrwd to the Ntunt-d Insured, and provided that the "occurrence" riving,riw to Strt h "lx, lily injury, (IT "property danaaag ea", or the otle llso giving; rise* to sudi )wrawrltatl• kid aativMising; injury", takes lAticer lxricrr to the• termination err suds Jviisc . Tlrx= coverage gr,ninted by this paaraag;ratph ckws nest apply to skruauraal alterations, nevv construction or deniolition opt�raltions performed. d. by imi lvimlf, of, or for such aadd itionatl insuivd. G, Mortg atg tv, A!isig;nve e:rr Receiver" A mortgagee, een, imsigm(v or receiver of promises I:►trt only with re sjx-ct to such mortgct.g ve, ats>Ag?n€`t" or ret:t`ive'r`s lratttility for "NAAy injury" "property Clmnag v" or "p r'orrarl And aldve>rhstrtgr, injury" mbirtg, %tart of Me Itlttnied hislured's f1'r5 nerghip, m ainter►ance, or list, eti al premisc,s by as Named Insured. 595 BES Policy Number, B080120117U21 Page 27 of 4' ) 17he coveragv granted by this paragrapil does notapply to Structural alterations, new coristructim or demolition olvration.5 performed 11Y, oil behalf of, or for such additional insured. H. AgeLac. Y or Subdivisiun or Political Subtfivisions _.Perutits A mate or governmentitl agelwy or.subtlivision or political subtfivisjoij that has issued d lx�rmjt tv authorization Imt onty with respect k-isuch state or Sovernmentalgag nty or subdivision (it 1xififical subdivision's liability for "bodily injury", "propertydaimige" or'�ie'rsoondl lust ad vertising injury" wrisfi-tg tau t of- 1. tile folIcAvin-rt laniards in Corultvtion with premisys a Named Insured owits, rents, or coittrols aild to Which this imsuraliceapplies; ft, the existence, indintenance, repair, construction, erottion, or removal of ,idvk-dising signs, riwilings, canopies, velhir entramws, coal holes, driveway,'.., manholes, marqueeg, hoist away qtpnings, sidmwdlk vaults, street banners, or decvr4tions,and siniflar exposures, or b. the Construction. orection, or removal of vlevitors, or C. the ownership, rudilitenalic", or use of any elevators coveretl by t1li,, imuratice, or 2. the jvonnittM or i uthorized opertitions performed by a Nained histux'Afar (m a Named Insured `s behalf. Tile coverage grarited by this paragraph does not apply ki: 4. "Bodily injury", "property danittge' tit "personal and advertising iiijury" arising out fit opertitions pm -formed for the state or governmental age liq orsubdivisim or political subdivision; or 1, "6(-Klilv injury" or 'property damage" included within the operations hazard", With respect to this proviskmi's requirement that additional insured status must be retlueskd midera written contract tit agreenlent, the hisurer will tro4t as d written Contract arty governmental perltdt that requires the Nained Insured Lo add the gmTrilm(mital entity as an additional insured. Trade 5htnv Event Lessor 1, With respect to to Nalued Insured,,; participatioil, in a trade show evelit ass sin exhibitor, presenter or displayer, any Ixtsom or org4nization whom the Named Insured is required to inchide as tin additional insured, but only with respect t(.,) such persoil (it orgilitizittion's liability for "Ix)dily injury", "property damage' or "personill and advertising ink-1 ly" edused lay: 4. the Narned hisuredsicts or omissions; or h' the iwts oromissions of thosedc tine, on the Nit med Insured's behalf, in the of the Nwited Ittsured's ongoing operations.it the trade show event premises duritip, tit*- tradeshow, event. 4 of 5 222S BES PolicvNtimber B0801201171j-11 Paoe 26 ol'43 2. ddiii,age" included within, the "products-iximpleted operations, luturd". J. Vendor Any pemn or orpnization but only with respect teal such Ivmn or orgartivition'.V, liability for Ix�dilv iiijury" m "propimy daintige",irising out of "your ptvducts" which <iro distributed (it sold il; the reguldr cutirse of itich por,*)a or organization's business, pr(:)-vided Out., L T"ho covt.grage granted b , v this pardgraph does not apply to: (L "IX.Aily injury" or "property damage' for which such person or organization is L'iblig6ted to pay dimlages by re,150n Of the dISSUMpti011 Of IiAbilitV in to contract or xlgreePlllent uIllegg such liabilit-'r 4,.,XiqIs in tht, allwilet, of the a-1111-rad (it 11. any expross vvarritntv mutullitarizo(i by they NAnud Insured; C. emy physical Or chemiod change in any product made intentim(illy by such pet -son or orgttnization; & rep'lCkaging, except When mup't, ked solely (Or the purpose of imspection, demonstration, testi.n& or Iliesubstitution of parts under instructions from flu, aidnix(adum', and tlien repackaged in the original contabler, el (Ittv failim, to md,&,eu.lv il-Ispections, adjustments, tests orservicing fluitsuch liptson or or,,,Y�mizaLion hats app-ed 1(i intike or normally untlerldkeg to make in the usual course of busilu-s,, in connectionwith then distribution or sale of the pr(.xlut,t&, f. denlon.ArAion, instdhaion, setvidlig tn r(*pdir olweriltions, except such operations performed ah-mch person Or organimtion`s prprnisps in t-cmnection with the sak, of a. product; rroduas which, aft(,T d.i0ribution air dale) by the Ntimvd Instured, him., I"k-ell labelled tit reliNMed or used aqv cotitainer, part or ingredient of tiny other thing, m substative by or for such I'vrsoli or organizw tium ur ji. "bothly injury" or 'property daulage" arising out of the Sole Ilefigentv til "mch f-'el-Son (it ore ,,,ani7AH(,m for its own act,; or omissions (it tho%a of its Pmplcoyees or MlNrone (.1%, iulfing oil it,,; bolialf. How ever, this exchision. does not al,111V to- (1) the excvptiojis, f.,01141iried inStdiparagraphs d. ur f. tillovv; Or (2) sttch .im pections, adjuster onts. tests or,,.ervi<.illgas such pc rwin or organizdtiorn lets agreed lvjth tht- Named Insured to make:, cir nornmily tent ert,tkes to make in the usual course of huAness, in vonne4ftion with the distribution orsale of the produas. 2. This Paraigraph J. dcx-,s not,�rpplv to any insured, I>evain or froth whoul tilt' Mimed Insured has jequired mich product% noi- to miy ingredient, part or voiitafiipr; intq, ticcompanying or cont'lilling Such producK .�, This P41-agraph J. also dcWS licit tipply, to any vendor specifically wheduled <tsan additional insured IiV mh)r,%-,mvnt to this Coverage Part; 595 BES Policv Number: B090120117U21 Page 27 of 43 to any of "your products" for which coverage is exclud(,d by ondomnient it.) this Coverage girt; nor C. if "bodily injury" or "property damage" included within the Oproducts-conipltteoi operations hazard" is excluded by ondorsoment to this Coverall Part. K. OtIvr P(-,rs(-,n Or Orgdnimticm / Your Work Any ptnson or orpaizdtion. who is no( mi additimut! insurod under Paragraphs A. tliro>ugh L dbove. Suchadtfitiamil insured is tin Insurini stalely for "bodily injury", "late perty dduutge" or "personal and advertising injury" for whiclisuch additiorml insured is litthle fwcamsv of HIP Nd nwd Imured's acts for omisSeMns. The ccverage granted by this paragraph dtx..-, not apply to, ataxy person or organizotion, I- who is s1vvifically scheduled d", anadditionat insured (m imother exidorSAM1011t tiU this Cover,lge Part; nor 2. for 111u)dily injury" gar "proliorty cliniage" included within the "pro ducts -complete d oporations hazin-d" except to the extent all of the followingappiv.. 4. this Coverage Part provides such coverap-, h. the writton contract or agreement described in the opening lmragrapb of this Additiontil Insureds lath arsomient re4uiaN the Named Insured 1r.) provide this additional insured suchcoverdge, aud C. the "txxfily injury" or 'prolway damage" results from "your mvkll that is the sul-yievt of the written controct or agreement, mid such work lids not 1-1tV11 excluded by endomsment to this Cadre nige Part. ADDITIONAL MISURED — PRIMARY AND NON-CONTRTBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The following V,,vragraph isidded IoSECT[ON IV, COMMERCIAL GENERAL LIABILITYCONDMONS, item 4 Other lnsutance,; If the Mimed Insured fats igreed in writing in a .ontract or agreement that this insurame is primmy and non-conkrihutory retative to ran additional insure d's own insurance, then this insurtince is priattiry, cind the Insurer will aotseek contribution from flutt othor insurance. For the purpo,ae of thisprovisic-)n, the additiomil insured'q own insurance means insurmice 4on which (lieidditiondl.insured isa Mimed Insured. B. With resp(-.�l to Itersons OV Organizations fluit duality,asddditional insureds pursuant tc4 pares gr4ph T.K of this endomenivnt, the fc llowing. sentence is added to the paragraphabove.. 011ierwist-, and notividisidnding, anything to the contrary v1sewhere in this Condition, the instirame provided to such perwin or cart animfion is excess o auiv other insurance avtiiIahk,, to such person or organiz,ition. All other ternis dnd conditions of this P(+oLV remain anchanggt�d, 6MMENW51, PtAicy Number: B080 1-10 11 7ti I 1'i,,4c 17 of 4") Endorsement No. 7 WAIVER OF TRAM SFFR OF RIGHTS OF RECOVERY AGAUNST OTHERS TO US This vridorsviuvot modifies insurdme provided uilder the t011owiny,: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: As vcquired by vviitten cotitract. (it m) entry iltpeam dhOW, informatimi required to completv this endorsenuiit will be slu,)wii iti the to 111i., The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (&7-( holl TV - COMMERCIAL GENERAL LIABILITY CONDITIONS) i,,;,tnu-,jided ley theaddition of th,, k'llk)vvu% Wo waive any right, of ret-overy We indy lmveap,usf. the jvrson or orpnizdtion showli in the Schthlult' "bOve NWiMse of pdynlents we nviko for injuq, or dama�g;p arising; out of your 011goijig ot-werations or "your work'do-ne urideri contr4vt with that twrw)n or orpilimticso '111d iticluded iti the "pr(xi oct"..-ompleted of-wrations hazard'. ThiS waiver iPplie only to the persoii 01' cm-ptlizatioll shoAvil in tile schpdultalxvc. CG 24 04 10 93 All other tv rms and colld i tions lit this Policy renut iii u nchajigtt]