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HomeMy WebLinkAboutReso 127-19 Approving the Agreement for Reimbursement of Sales and Use Tax Revenue with Bicentennial Square PartnersRESOLUTION NO. 127 -19 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING THE AGREEMENT FOR REIMBURSEMENT OF SALES AND USE TAX REVENUE WITH BICENTENNIAL SQUARE PARTNERS WHEREAS, on January 6, 2009, the City Council adopted Resolution No. 09-09, establishing a Sales Tax Reimbursement Program ("Program") for a period of two years for a five-year reimbursement period for participants, which would be made available to businesses that would generate ten million dollars ($10,000,000) in taxable sales annually, which is equivalent to one hundred thousand dollars ($100,000) of new sales tax revenue to the City each year; and WHEREAS, on October 6, 2009, the City Council adopted Resolution No. 149-09, revising and restating the Program to permit the option of a 10-year reimbursement period for participants that generate five million dollars ($5,000,000) in taxable sales annually, which is equivalent to five hundred thousand dollars ($500,000) of new sales tax revenue to the City each year; and WHEREAS, on July 17, 2012, the City Council adopted Resolution No. 135-12, revising and restating the Program to include improvement costs made by businesses that are constructing new structures on undeveloped property sites or that may be tenants in such new structures, and extending the term of the Program until January 5, 2015; and WHEREAS, on December 16, 2014, the City Council adopted Resolution No. 217-14, extending the term of the Program until January 6, 2020; and WHEREAS, the Program authorizes the City of Dublin to enter into agreements with property owners and businesses, in certain circumstances, wherein the City agrees to reimburse the owner or business for the actual costs of certain improvements to business properties utilizing sales tax revenue attributable to the businesses operating on the property; and WHEREAS, the City may consider exceptions to the Program's guidelines on a case -by - case basis, and hereby exercises that right as recommended by the Economic Development Committee to: 1) establish a base revenue rate set on the most recent five-year average of sales and use tax revenue generated by the Tenant; 2) set a cap on the amount of reimbursement to be up to fifty percent (50%) of the increase between sales and use tax revenue generated compared to the base revenue amount; and WHEREAS, at the June 4, 2019 meeting of the Economic Development Committee, the Committee was in full support of the request and recommended that Staff bring the item before the City Council for consideration; and WHEREAS, Bicentennial Square Partners wishes to avail itself of the benefits of the Program by entering into an agreement with the City to receive reimbursement from the City to be based on sales tax revenue generated by the long-term Tenant at the site and seeks reimbursement for the eligible improvement costs associated with certain improvements Reso No. 127-19, Adopted 12/03/19, Item No. 6.2 Page 1 of 3 E] including, but not limited to the following: • Construction of additional parking spaces. Currently, the City leases excess right-of-way to Bicentennial Square Partners for tenant parking. This would add additional spaces in that area; • Landscaping in front of Tenant's space and in the parking areas, • Exterior and interior painting, • Installation of cell phone boosters installed in Tenant's suite, • Carpet replacement, • Upgrades to the restrooms, • Waterproofing to address subterranean leaks, • Asphalt improvements in the parking lot and drive aisles, and • Signage including Freeway signage on the building and street signage or a monument sign at Tenant's entry; and WHEREAS, Bicentennial Square Partners is eligible to participate in the Program, as taxable sales generated by the Tenant at the site are estimated to be in excess of $10 million annually; and WHEREAS, but for the existence of this Agreement, Bicentennial Square Partners would not be able to make the improvements desired by the Tenant within the next few years; and WHEREAS, the City Council finds that it is in the public interest to enter into this Agreement because the City and its residents will benefit from increased revenue received from both sales tax revenue that it may not otherwise receive, and from the increase in property taxes resulting from an increase in the assessable value of the property attributable its improvements; and WHEREAS, the City Council finds that it is in the public interest to enter into this Agreement because the City and its residents will also benefit from the retention of jobs in the City resulting from the improvements made to the property for the benefit of the Tenant. NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Dublin approves the Agreement for Reimbursement of Sales and Use Tax Revenue between the City of Dublin and Bicentennial Square Partners, attached hereto as Exhibit A to this Resolution. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreement substantially in the form attached hereto and to undertake such further action as may be necessary and desirable to carry out the intent of this Resolution. Reso No. 127-19, Adopted 12/03/19, Item No. 6.2 Page 2 of 3 PASSED, APPROVED AND ADOPTED this 3rd day of December, 2019, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: Councilmembers Goel, Hernandez, Josey, Kumagai and Mayor Haubert None None None �/1-1 4a City CleYk 'j '�-' / r ayor Reso No. 127-19, Adopted 12/03/19, Item No. 6.2 Page 3 of 3 AGREEMENT FOR REIMBURSEMENT OF SALES AND USE TAX REVENUE BETWEEN THE CITY OF DUBLIN AND BICENTENNIAL SQUARE PARTNERS THIS AGREEMENT is made and entered into on December 3rd, 2019, by and between the City of Dublin ("City"), a municipal corporation and Bicentennial Square Partners, a California General Partnership ("Owner'). City and Owner are from time -to -time individually referred to in this Agreement as a "Party" and are collectively referred to as "Parties." RECITALS WHEREAS, the City of Dublin may engage in business retention efforts, including to provide financial incentives and/or to encourage economic vitality, retain and expand jobs, maintain a local business, or incentivize a business to complete certain upgrades and improvements in order to achieve community -wide benefits and/or retention of revenues that will be used to provide municipal services; and WHEREAS, for the purpose of business retention, the City may choose to enter into a reimbursement of sales and use tax revenue agreement in order to reimburse a participating business or property owner for a portion of the actual costs of certain approved improvements; WHEREAS, Owner owns certain real property located at 11505 Dublin Boulevard, Unit 1, Dublin, California 94568 [A.P.N. 941-1570-004-03], ("Property"), located in the City; and WHEREAS, Owner has entered into a ten (10) year lease renewal agreement for use of the Property with Graybar Electric Company, Inc. ("Tenant"); and WHEREAS, the Property has a total area of approximately twenty-one thousand, one hundred eight (21,108) square feet and has been used as an office by Tenant since May 2009; and WHEREAS, Tenant is expected to generate at least ten million dollars ($10,000,000) in annual retail sales transactions attributable to operations conducted at the Property, which would result in at least one hundred thousand dollars ($100,000) of sales tax for the City each year; and WHEREAS, Tenant is one of the City's top 25 sales tax revenue generators annually and as of the date of this Agreement provides approximately 118 full-time jobs in Dublin; and WHEREAS, Owner and Tenant have agreed in good faith that Owner will conduct certain improvements to the property in order to retain Tenant at the Property; and WHEREAS, provided certain circumstances are met, City is willing to enter into this Agreement for Reimbursement of Sales and Use Tax Revenue ("Agreement") in order to ensure the continuing presence of Tenant in the City and the concomitant benefits derived by the City from said presence. NOW, THEREFORE, in consideration of the mutual advantages to be derived therefrom, and in consideration of the mutual covenants herein contained, it is agreed by and between the Parties hereto as follows: 1. DEFINITIONS 1.1 "Base Revenue Amount" means an amount determined by the City based on the average annual sales and use tax revenue received by the City attributable to operations conducted by Tenant at the Property during fiscal years 2014 to 2018. Agreement Between City of Dublin and Bicentennial Square Partners Page 1 of 10 1.2 "Eligible Reimbursement Amount" means up to fifty percent (50%) of the New Sales Tax Revenue paid by Tenant, which are final and irrevocably allocated and paid to City by the California State Board of Equalization pursuant to the Sales Tax Law. 1.3 "Improvements" means all the improvements to be made to Property as identified in Exhibit A of this Agreement or other improvements as may be approved in writing by the City. 1.4 "Local Sales and Use Tax Revenues" or "Sales Tax Revenue" means that portion of the sales and use taxes, if any, levied under the authority of the Sales Tax Law which are final and irrevocably allocated and paid to City by the Board of Equalization pursuant to the Sales Tax Law. 1.5 "Maximum Compensation Amount' means eight hundred thousand dollars ($800,000), or the actual costs of the completed Improvements paid by Owner, or whichever is less. 1.6 "New Sales Tax Revenue" means the annual amount in sales and use tax revenue as calculated from Local Sales and Use Tax Revenues received by City attributable to operations conducted by Tenant at the Property in excess of the Base Revenue Amount. 1.7 "Reporting Period" means four consecutive fiscal year quarters (a twelve-month period), starting with the first full quarter following the effective date of this Agreement. Fiscal year quarters shall start on January 1, April 1, July 1 and October 1 of each year. 1.8 "Sales Tax Law" means California Revenue and Taxation Code Section 6001 et seq., and any successor law thereto, including the Bradley -Burns Uniform Local Sales and Use Tax Law (Rev. & Tax Code § 7200 et seq.), and any successor law thereto, and all regulations of the State Board of Equalization and other binding rulings and interpretations relating thereto. 1.9 "Term" means the term of this Agreement, beginning with the effective date of December 3, 2019 and continuing for a period of ten (10) Reporting Periods. 2. PROPERTY OWNER'S DUTIES UNDER THIS AGREEMENT 2.1 Owner wishes to perform certain Improvements substantially as described in Exhibit A of this Agreement. 2.2 Prior to commencement of construction of the Improvements or any portion thereof, Owner shall submit to City all plans, specifications and cost estimates for the Improvements for City review and approval. Nothing in this Agreement shall affect the need for Owner to obtain any approvals from the City for the Improvements as required by any City rules, regulations, ordinances or resolutions. 2.3 Following City approval of the plans, specifications and cost estimates pursuant to Section 3.1, and in the event that Owner desires to modify the specifications for any of the Improvements or if change orders are required, Owner shall submit the modifications, change orders and any revisions to the originally approved cost estimate to City for approval. Failure to do so shall relieve the City of any obligation to pay for any Improvements not constructed as approved. Agreement Between City of Dublin and Bicentennial Square Partners Page 2 of 10 2.4 Prevailing Wages. Owner shall require any contractors performing work under this Agreement to pay prevailing wages pursuant to the requirements of the California Labor Code, Section 1771, et seq. For the purpose of this Agreement, prevailing wages are the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute this Agreement as ascertained by the Director of the Department of Industrial Relations of the State of California. The holidays upon which such rates shall be paid shall be all holidays recognized in the collective bargaining agreement applicable to the particular craft, classification, or type of worker employed on the project. The Contractors shall keep an accurate payroll record showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by the Contractors in connection with the Project. The payroll records shall be kept in accordance with the provisions of Section 1776 of the California Labor Code, and Contractor shall otherwise comply with requirements of such Section 1776. 2.5 All Improvements will become permanent fixtures of the property and cannot be removed by Owner or Tenant during the term of this Agreement, including upon expiry or termination of the lease or sale of the Property. Exceptions can be made with the prior written consent of the City. Any violation of this section not cured within 60 days shall entitle City to reimbursement of the funds granted by City from the person or entity responsible for the violation. 2.6 A representative of the City shall have the right, at the City's sole discretion, to inspect all Improvement work performed to ensure that said work was performed substantially as approved by the City pursuant to Section 3.1 of this Agreement. This right of inspection shall be in addition to any inspection performed by City staff as required or permitted by any other City rules, regulations, ordinances or resolutions. 2.7 Proof of Completion and Payment of Improvements. Within ninety (90 days) of the end of each Reporting Period, or more frequently at the request of the City, Owner shall provide the City with all bills and evidence of Owner's final payment for Improvements completed during the Reporting Period, in a form acceptable to City. A form acceptable to the City could include a summary of the original estimate, final amount paid to each vendor, and proof of payment such as cancelled checks. This summary would also require copies of receipts and paid invoices as an attachment to the summary. For any Reporting Period that no improvements are completed and paid, no report is required, however Owner shall inform City in writing that no report is being submitted for that period, subject to the terms of this Agreement. 2.8 In the event that City determines, pursuant to Section 3.2 of this Agreement, that it overpaid Owner due to a miscalculation or misallocation of sales tax payments, and if City is not obligated to make any additional payments to Owner pursuant to this Agreement, Owner shall pay to City the amount City overpaid within thirty (30) days of notification by City of the overpayment. 2.9 Owner hereby acknowledges and agrees that the City may, as required by law, disclose to third parties including members of the public, certain confidential information contained in or derived from Owner's property tax returns as well as Tenant's sales tax returns during the term of this Agreement. Such information includes the Base Revenue Amount, the amount of any payments made to Owner pursuant to Section 3.2 of this Agreement and other information including, but not limited to, the requirements of California Government Code Section 53083(b), Government Accounting Standards Board (GASB) Statement No. 77, et seq. Agreement Between City of Dublin and Bicentennial Square Partners Page 3 of 10 2.10 Maintenance Covenants. The Owner covenants and agrees, for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that the Owner will maintain, at Owner's own cost and expense, the Improvements on the Property in a clean and orderly condition, free of graffiti, and in good condition and repair, and will keep the Property free from any accumulation of debris and waste materials. The Owner shall promptly perform any repairs needed to maintain an attractive building appearance and any damage to the building visible from the street is to be repaired immediately. The foregoing covenants shall remain in effect for the duration of this Agreement. During the term of this Agreement, Owner agrees, for itself, its successors, its assigns and every successor in interest, that it will not materially alter the Improvements made with City funds, without the prior written consent of City which consent may be conditioned by City to preserve those features to the extent necessary to achieve the objectives of City for entering into this Agreement. Any violation of this section not cured within 60 days shall entitle City to reimbursement of the funds granted by City from the person or entity responsible for the violation. 3. CITY'S DUTIES UNDER THIS AGREEMENT 3.1 Upon receipt of the plans, specifications and cost estimates, for the Improvements pursuant to Section 2.2 of this Agreement, or upon submission of revised specifications for any of the Improvements, change orders or any revisions to the originally approved cost estimates pursuant to Section 2.3, City shall review said materials to determine the extent to which they represent work that is consistent with the intent of this Agreement. City shall inform Owner in writing either that the proposed Improvements have been approved, or that they have been approved with exceptions, which exceptions shall also be in writing. 3.2 Sales Tax Information. The first sales tax return considered under this Agreement shall encompass the first full quarter that follows the effective date of the Agreement. For example, if the Agreement is signed in December 2019, the first quarterly return would encompass January 1 through March 31, 2020 and the first Reporting Period shall commence on January 1, 2020. City will review Tenant's sales tax returns that have been filed with the State Board of Equalization related to operations at the Property, beginning with the first full quarter following the effective date of this Agreement, and for every subsequent quarter for a period of ten (10) consecutive twelve- month periods. 3.3 Timing of Payment. Subject to the provisions of this Agreement, up to two times each Reporting Period, City shall pay the Eligible Reimbursement Amount to Owner, in an amount not to exceed the up to fifty percent (50%) of the New Sales Tax Revenue as calculated from Local Sales and Use Tax Revenues received by the City (during each "Reporting Period"). Before making each payment, City shall confirm it has received Local Sales and Use Tax Revenues from the California Department of Tax and Fee Administration. If in any Reporting Period, the Eligible Reimbursement Amount is greater than the amount paid by City to Owner, the difference shall be available to be dispersed during future Reporting Periods. Also, if in any Reporting Period, the amount due to Owner is greater than the amount paid by City due to limited New Sales Tax Revenue at that time, the difference may be paid to Owner during future Reporting Periods as New Sales Tax Revenue is received by City, subject to the terms of this Agreement. At the end of the Term, any unused monies shall be forfeited. Agreement Between City of Dublin and Bicentennial Square Partners Page 4 of 10 3.4 In no event shall City make any payment to Owner for any Reporting Period in which the total sales tax generated by Tenant is less than the Base Revenue Amount. 3.5 At no time shall the cumulative amount of City's payments to Owner be more than the Maximum Compensation Amount. 3.6 In no event shall City be obligated to pay Owner based on sales tax generated more than ten (10) years after the first quarter of Tenant's sales tax returns utilized pursuant to Section 3.2 of this Agreement. 3.7 In the event that Owner vacates the Property or Tenant ceases to conduct business at the Property before submitting sales tax returns encompassing ten (10) consecutive years, City's obligation to pay Owner shall be based only on the amount of sales tax generated by Tenant while occupying the Property under Owner's ownership. 3.8 If the City otherwise learns that the amount of sales tax generated by Tenant was incorrectly allocated to the City, and if the result of the incorrect allocation is that City paid Owner more or less than it would have been required to pay pursuant to this Agreement, City shall determine the amount of overpayment or underpayment. If the City is obligated to make any subsequent annual payment to Owner pursuant to this Agreement, City shall adjust the subsequent payment to reflect any overpayment or underpayment it may have made for the period in question. If City is not obligated to make any additional payments to Owner pursuant to this Agreement, but has determined that it underpaid Owner, City shall pay Owner the amount it underpaid, provided that the sum total of payments to Owner do not then exceed the Maximum Compensation Amount. This payment shall be made within thirty (30) days of City's discovery of the amount of the underpayment. If City is not obligated to make any additional payments to Owner pursuant to this Agreement, but has determined that it overpaid Owner, Owner shall pay City the amount City overpaid in compliance with Section 3.2 of this Agreement. 4. INDEMNIFICATION Owner shall defend City, its officers, employees and officials, against any claims or actions (including declaratory or injunctive relief) concerning Owner's construction of the Improvements and shall indemnify and hold City harmless from any damages, charges, fees or penalties that may be awarded or imposed against City and/or Owner in connection with, or on account of, Owner's construction of the Improvements or City's failure to enforce or comply with any applicable laws, including but not limited to the requirements of the California Labor Code, Section 1771, et seq. 5. INSURANCE 5.1 General Insurance Requirements. Before fully executing this Agreement, Owner, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Owner and its agents, representatives, employees, and contractors. Agreement Between City of Dublin and Bicentennial Square Partners Page 5 of 10 Consistent with the following provisions, Owner shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work. Owner shall maintain the insurance policies required by this section throughout the term of this Agreement. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Owner shall not allow any contractor to commence work on any subcontract until Owner has obtained all insurance required herein for the contractor. Contractor shall maintain all required insurance listed herein until the Owner accepts contractor's completion notice for the work performed. 5.2 Workers' Compensation. Owner shall, at their own cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Owner. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Owner may rely on a self-insurance program to meet these requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Owner, its employees, agents, and contractors. To comply with this section, Owner shall submit the following: a. Certificate of Workers' Compensation Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 5.3 Commercial General and Automobile Liability Insurance. 5.3.1 General Requirements. Owner at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000.00) per occurrence and automobile liability insurance for the term of this Agreement in an amount not less than $2,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. 5.3.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage. Agreement Between City of Dublin and Bicentennial Square Partners Page 6 of 10 5.3.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims - made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Owner; or automobiles owned, leased, hired, or borrowed by the Owner. C. Owner hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Owner agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. For any claims related to this Agreement or the work hereunder, the Owner's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Owner's insurance and shall not contribute with it. 5.3.4 Submittal Requirements. To comply with this section, Owner shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; C. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. Failure to exercise this right shall not constitute a waiver of right to exercise later. 5.4 All Policies Requirements. 5.4.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than ANIL 5.4.2 Verification of Coverage. Prior to beginning any work under this Agreement, Owner shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Owner by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Owner beginning work, it shall not waive the Owner's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 5.4.3 Deductibles and Self -Insured Retentions. Owner shall disclose to and obtain the written approval of City for the self -insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officers, employees, and volunteers; or the Owner shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. Agreement Between City of Dublin and Bicentennial Square Partners Page 7 of 10 5.4.4 Wasting Policies. No policy required by this Section 5 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense). 5.4.5 Endorsement Requirements. Each insurance policy required by Section 5 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City. 5.5 Contractors. Owner shall require that all contractors, at their own cost and expense, maintain commercial general liability insurance in an amount not less than TWO MILLION DOLLARS ($2,000,000.00) per occurrence and automobile liability insurance in an amount not less than $2,000,000 per occurrence, combined single limit coverage and Statutory Workers' Compensation Insurance and Employer's Liability Insurance with limits of not less than $1,000,000 per accident for risks associated with the work contemplated by this Agreement. Contractor shall maintain all required insurance listed herein at least until the Owner accepts contractor's completion notice for the work performed. Owner agrees to include with all contractors the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of work. Contractors hired by Owner agree to be bound to Owner and the City in the same manner and to the same extent as Owner is bound to the City under the Contract Documents. 5.6 Remedies. In addition to any other remedies City may have if Owner fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Owner's breach: ■ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ■ Order Owner to stop work under this Agreement or withhold any payment that becomes due to Owner hereunder, or both stop work and withhold any payment, until Owner demonstrates compliance with the requirements hereof; and/or ■ Terminate this Agreement. 5.10 Term of Coverage. Owner, at its own cost and expense, shall maintain all insurance policies required by this Agreement for the duration of the Agreement's Term. Owner shall require that all contractors, at their own cost and expense, maintain the insurance policies required by this Agreement until the Owner accepts contractor's completion notice for the work performed. 6. AMENDMENTS TO AGREEMENT No part of this Agreement shall be altered or amended without written agreement of the signatory Parties. ASSIGNMENT The rights and obligations of the Parties under this Agreement are not assignable and shall not be delegated without the prior written approval of the other Party(ies). Agreement Between City of Dublin and Bicentennial Square Partners Page 8 of 10 8. NOTICES. Any written notice to Owner shall be sent to: Bicentennial Square Partners Attn: Kevin Ring, General Partner 15671 Stanton Road Grass Valley, CA 95949 Tel. 530.268.9998 Email: kringusa(a)aol.com Any written notice to City shall be sent to: City of Dublin Attn: City Manager 100 Civic Plaza Dublin, CA 94568 Tel. 925.833.6650 Email: city.manager@dublin.ca.gov 9. EXHIBITS The following Exhibit is attached hereto and incorporated as if fully set forth herein: Exhibit A: Description of Improvements The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN C ' pher L. Foss, City Manag Attest: 11,2 Caroline P. Soto, City Clerk Approved as to Form: Jo h . Bakker, City Attorney BICENTENNIAL SQUARE PARTNERS Kevin Ring, General Partner Agreement Between City of Dublin and Bicentennial Square Partners Page 9 of 10 EXHIBIT A Description of Improvements The Maximum Compensation Amount under this Agreement shall not exceed $800,000, or the actual costs of the completed Improvements paid by Owner, or whichever is less. The planned Improvements at the Property (11505 Dublin Boulevard Unit 1, Dublin CA) shall include, but are not limited to the following: • Construction of additional parking spaces in the City's right-of-way, • Landscaping in front of Tenant's space and in the parking areas, • Exterior and interior painting, • Install cell phone boosters in Tenant's suite, • Carpet replacement, • Upgrades to the restrooms, • Waterproofing to address above grade and subterranean leaks, • Asphalt improvements in the parking lot and drive aisles, • Signage including Freeway signage on the building and street signage or a monument sign at Tenant's entry, • HVAC replacement, and • Install electric vehicle charging station(s). 3230521.1 Agreement Between City of Dublin and Bicentennial Square Partners Page 10 of 10 CITY OF DUBLIN REPORT ON PROPOSED ECONOMIC DEVELOPMENT SUBSIDY FOR BICENTENNIAL SQUARE PARTNERS Pursuant to California Government Code Section 53083, the City of Dublin is providing the following information regarding an economic development subsidy being considered by and between the City of Dublin and Bicentennial Square Partners. Prior to approving the economic development subsidy, the City of Dublin must provide the following information in written form and available to the public and through the City's website and hold a Public Hearing to consider any written or oral comments on the information contained in the report. If the Agreement is approved, this report shall remain available to the public and posted on the City's website for the duration of the Agreement (estimated 2029). The Public Hearing to consider any comments on the information contained in this report will be held at the following time and place: Dublin City Council Meeting Tuesday, December 3, 2019 at 7:00 p.m. Council Chamber, 100 Civic Plaza, Dublin, CA 94568 Agreement The City of Dublin desires to assist in the City's economic development efforts to retain high quality employers in the Dublin community that will likely result in higher sales tax revenues and create jobs within the City. The City has the ability to implement the provisions of AB 562, a Statewide economic development tool passed by Governor Brown in late 2013 for the purpose of allowing local jurisdictions to induce economic development. The City of Dublin and Bicentennial Square Partners are proposing to enter into an agreement to reimburse Bicentennial Square Partners for a portion of the actual costs of certain improvements to their property located at 11505 Dublin Boulevard in Dublin, CA as outlines in the Agreement. The City is proposing to provide financial assistance in the form of an economic development subsidy to Bicentennial Square Partners as described in the Agreement for Reimbursement of Sales and Use Tax Revenue. Pursuant to Section 53083(a) of the California Government Code (AB562) the following information will be posted on the City's website: Name and address of anv business entitv benefiting from the subsidy: Bicentennial Square Partners 15671 Stanton Road, Grass Valley, CA 95949 Graybar Electric Company Inc. 34 N. Meramec Ave., Clayton MO 63105 doing business at 11505 Dublin Blvd., Dublin CA 94568 Start and end dates for the subsidy: Commencing on December 3, 2019 and ending approximately December 31, 2030, the City proposes to reimburse Bicentennial Square Partners through twice -annual payments paid over a period of ten (10) years. Description of the subsidy and estimated total amount of the expenditure of public funds, or revenue lost, as a result of the subsidy: Over the ten (10) year term, the City estimates to reimburse Bicentennial Square Partners up to Eight Hundred Thousand dollars ($800,000), or fifty percent (50%) of the increase between sales and use tax revenue received by the City generated by Tenant compared to a base revenue amount set by the City, whichever is less. Statement of public purpose: To continue to expand and enhance economic opportunities for businesses in the City, continue to expand the City's employment base, and continue to generate Sales Tax that the City can utilize to fund general governmental services such as police, fire, street maintenance, and parks and recreations programs. Proiected tax revenue to the city as a result of the subsidy: The City of Dublin is estimating to receive between $4 million to $10 million in tax revenue over the ten (10) year period. Estimated number of iobs created by the subsidy broken down by full-time, part-time and temporary positions. It is estimate that the Agreement will retain 118 full-time jobs in the City. ACC7RU® CERTIFICATE OF LIABILITY INSURANCE 164� DATE(MM/DDIYYYY) 1 6/2712019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Co. Insurance Brokers off CA.Inc, LIC # 0726293 CONTNAMEACT ShirleyChin PHONE , 925-953-5240 ac No): 925-299-0328 E-MAIL ADDRESS: Shirley_Chin@ajg.com 3697 Mt. Diablo Blvd, Suite 300 Lafayette CA 94549 INSURERS AFFORDING COVERAGE NAIC # A: Massachusetts Bay Insurance Company 22306 -.INSURER INSURED BICESQU-01 Bicentennial Square Partners, A Calif. etal INSURER B INSURER C : C/o Kevin Ring 15671 Stanton Rd Grass Valley CA 95949 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE Nt1MRFR•aa9rond;;a 0=%/ICInK1 All IMRCI7• 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 LTR TYPE OF INSURANCE ADDL INqn SUER I wyn POLICY NUMBER MMIDDIYYYY MM/DDIIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FxIOCCUR ODF-D56523901 4/16/2019 4/16/2020 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER : POLICY ❑ JE� Fi-I LOC GENERAL AGGREGATE $4,000,000 PRODUCTS - COMP/OP AGG $4,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY D BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ 1 UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB DED I I RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ NIA PER OTH- STATUTE ER E.L. EACH ACCIDENT - $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under E.L: DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Dublin, its officers, officials, employees and volunteers are shown as Additional Insureds solely with respect to General Liability coverage as evidenced herein on a Primary/Non-Contributory basis as required by written contract with respect to work performed by the Named Insured. Waiver of Subrogation applies to Additional insureds, as respects General Liability coverage as evidenced herein as required by written contract. City of Dublin 100 Civic Plaza Dublin CA 94568 USA LAIVLtLLA 1 IIIN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED RREEPPREESSE—NTTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 1. SECTION I - PROPERTY, if two or more of this coverage part's coverages apply to the same loss or damage, we will not pay more than the actual amount of the loss or damage. 2. SECTION II - LIABILITY, it is our stated intent that the various Coverage Parts, forms, endorsements or policies issued to the named insured by us, or any company affiliated with us, do not provide any duplication or overlap of coverage for the same claim, "suit", "occurrence", , offense, accident, "wrongful act" or loss. We will not pay more than the actual amount of the loss or damage. If this Coverage Part and any other Coverage Part, form, endorsement or policy issued to the named insured by us, or any company affiliated with us, apply to the same claim, "suit", occurrence, offense, accident, "wrongful act" or loss, the maximum Limit of Insurance under all such Coverage Parts, forms, endorsements or policies combined shall not exceed the highest applicable Limit of Insurance under any one Coverage Part, form, endorsement or policy. This condition does not apply to any Excess or Umbrella Policy issued by us specifically to apply as excess insurance over this policy. G. Liberalization If we adopt any revision that would broaden the coverage under this policy without additional premium within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this policy. H. Other Insurance 1. SECTION I - PROPERTY If there is other insurance covering the same loss or damage, we will pay only for the amount of covered loss or damage In excess of the amount due from that other insurance, whether you can collect on it or not. But, we will not pay more than the applicable Limit of Insurance of SECTION - PROPERTY. 2. SECTION II - LIABILITY If other valid and collectible insurance is available to the insured for a loss we cover under SECTION II - LIABILITY, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in paragraph c. below. Hanover Insurance Group- ODFD565239 5701684 However, if you agree in a written contract, written agreement, or written permit that the insurance provided to any person or organization included as an Additional Insured under this Coverage Part is primary and non-contributory, we will not seek contribution from any other insurance available to that Additional Insured which covers the Additional Insured as a Named Insured except: (1) For the sole negligence of the Additional Insured; or (2) When the Additional Insured is an Additional Insured under another liability policy. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Property Insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to SECTION II - LIABILITY, Exclusion g. Aircraft, Auto or Watercraft; and (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. When this insurance is excess, we will have no duty under SECTION II - LIABILITY to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so; but we will be entitled to the 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 79 of 81 insured's rights against all those other premium in accordance with our rates and insurers. rules then in effect. c. When this insurance is excess over other 3. With our consent, you may continue this insurance, we will pay only our share of policy in force by paying a continuation the amount of the loss, if any, that premium for each successive one-year exceeds the sum of: period. The premium must be: (1) The total amount that all such other a. Paid to us prior to the anniversary insurance would pay for the loss in date; and the absence of this insurance; and b. Determined in accordance with (2) The total of all deductible and paragraph 2. above. self -insured amounts under all that other insurance. Our forms then in effect will apply. If you do not pay the continuation premium, this d. We will share the remaining loss, if any, policy will expire on the first anniversary with any other insurance that is not date that we have not received the described in this provision and was not premium. bought specifically to apply in excess of the Limits of Insurance shown in the 4. Undeclared exposures or change in your Declarations for this Coverage. business operation, acquisition or use of locations may occur during the policy e. Method of Sharing period that is not shown in the If all of the other insurance permits Declarations. If so, we may require an contribution by equal shares, we will additional premium. That premium will be follow this method also. Under this determined in accordance with our rates approach each insurer contributes equal and rules then in effect. amounts until it has paid its applicable J. Premium Audit Limit of Insurance or none of the loss remains, whichever comes first. 1. This policy is subject to audit if a premium designated as an advance premium is If any of the other insurance does not shown in the Declarations. We will permit contribution by equal shares, we compute the final premium due when we will contribute by limits. Under this determine your actual exposures. method, each insurer's share is based on the 2. Premium shown in this policy as advance ratio of its applicable Limit of Insurance to the total applicable limits of premium is a deposit premium only. At the insurance of all insurers. close of each audit period, we will compute the earned premium for that f. When this insurance is excess, we will period and send notice to the first Named have no duty under Business Liability Insured. The due date for audit premiums Coverage to defend any claim or "suit" is the date shown as the due date on the that any other insurer has a duty to bill. If the sum of the advance and audit defend. If no other insurer defends, we premiums paid for the policy period is will undertake to do so; but we will be greater than the earned premium, we will entitled to the insured's rights against all return the excess to the first Named those other insurers. Insured. I. Premiums 3. The first Named Insured must keep 1. The first Named Insured shown in the records of the information we need for Declarations: premium computation and send us copies a. responsible for the payment of all at such times as we may request. premiums; and p K. Transfer of Rights of Recove Against Others g Recovery g b. Will be the payee for any return to Us premiums we pay. 1. Applicable to SECTION I - PROPERTY 2. The premium shown in the Declarations was Coverage: computed based on rates in effect at the time If any person or organization to or for the policy was issued. On each renewal, whom we make payment under this policy continuation or anniversary of the effective has rights to recover damages from date of this policy, we will compute the another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 80 of 81 a. Prior to a loss to your Covered Property. b. After a loss to your Covered Property only if, at time of loss, that party is one of the following: (1) Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or (3) Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. 2. Applicable to SECTION II - LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair such rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Hanover insurance Group- ODFD565239 5701684 We waive any right of recovery we may have against any person or organization with whom you have a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This condition does not apply to Medical Expenses Coverage. L. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while that legal representative is acting within the scope of their duties as your legal representative. Until your legal representative is appointed, anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured -Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage - Borrowed Equipment, Customers Goods and Use of Elevators Included 3 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury - Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 Occurrence 5 Product Recall Expense Aggregate Limit $50,000 Aggregate 5 Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - LIABILITY: I. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy -,or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury"is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal Injury and advertising Injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor. (4) To any: (a) Owners or other interests from whom land has been Leased if the "occurrence" takes place or the offense is committed after the lease for the land expires; or (b) Managers or lessors of premises if: (i) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or (ii) The "bodily, injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising Injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: Hanover Insurance Group- ODF D565239 5701684 The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e. All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured - Broad Form Vendors The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured - Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: . (1) "Bodily injury" or "property damage" for which the vendor Is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an Insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3. Alienated Premises SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 4. Broad Form Property Damage - Borrowed Equipment, Customers Goods, Use of Elevators a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. For the purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 5. Incidental Malpractice - Employed Nurses, EMT's and Paramedics d. With respect to the insurance afforded to SECTION II - LIABILITY, C. Who Is An Insured, these vendors, the following is added to paragraph 2.a.(1)(d) does not apply to a nurse, SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 6. emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. Personal Injury - Broad Form a. SECTION II - LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted. b. SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is replaced by the following: b. Malicious prosecution or abuse of process. c. The following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and advertising injury": "Discrimination" (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", not to the employment, prospective employment or termination of any person or persons by an insured. d. For purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Discrimination" means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. e. This coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto. Hanover Insurance Group- ODFD565239 5701684 o. Recall of Products, Work or Impaired Property is replaced by the following: o. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from: (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost incurred to regain customer approval; (7) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (8) Caprice or whim of the insured; (9) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (11)Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products' has been found. b. The following is added to SECTION II - LIABILITY, C. Who Is An Insured, paragraph 3.b.: 7. Product Recall Expense "Product recall expense" arising out of any a. SECTION 11 - LIABILITY, B. Exclusions, 1. withdrawal or recall that occurred before you Applicable To Business Liability Coverage, acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 c. The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1) Insureds; (2) "Covered Recalls" initiated; or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate d. Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c. The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one 'occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence. Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. The following is added to SECTION II - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e. For the purposs of this endorsement, the following definitions are added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2. "Product recall expense(s)" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (6) Expenses incurred by "employees" including transportation and accommodations; Hanover Insurance Group_ ODFD565239 5701684 (1) If the "products - completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or (2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. 8. Unintentional Failure to Disclose Hazards (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are g. required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product'; and b. Your lost profit resulting from such "covered recall". f. This Product Recall Expense Coverage does not apply: The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. Unintentional Failure to Notify The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an 'occurrence", offense, claim or "suit', solely due to your reasonable and documented belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 NP 11SB42620 Sequoia Insurance Company A Stock Insurance Company PO Sox 655028. Dallas, TX 75251 WORKERS COMPENSATION WC 99 00 01 B AND EMPLOYERS LIABILITY 1 of 5 INSURANCE POLICY INFORMATION PAGE Ncci Code: 19755 I. Insured: Policy Number: QWC1093582 RING, KEVIN (AN INDIVIDUAL) DBA: 580 EXECUTIVE CENTER 15671 STANTON ROAD GRASS VALLEY, CA 95949 X Individual Partnership Other workplaces.not shown above: Corporation or See Extension of Information Page - Named Insured with Workplaces and Locations Federal Tax ID: 555764411 Producer: Risk ID: Builders & Tradesmen's Insurance Services, Inc. Renewal of: QWC1068565 BTIS 6610 SIERRA COLLEGE BLVD, Suite E ROCKLIN, CA 95677-0000 2. The policy period is from 1 I/16/2019 to l l/16/2020 12:01 a.m. at the insured's mailing address. 3. A. Workers Compensation Insurance: Part One of the policy applies to the Workers Compensation Law of the states listed here: California B. Employers Liability Insurance: Part Two of the policy applies to work in each stated listed in item 3.A. The limits of our liability under Part Two are: State Bodily Injury by Accident Bodily Injury by Disease Bodily Injury by Disease $ 1,000,000 each accident $1,000,000 policy limit $1,000,000 each employee C. Other States Insurance: Part Three of the policy applies to the states, if any, listed here: All states except ND, OH, WA, WY and State(s) Designated in Item 3A. D. This policy includes these endorsements and schedules: See Extension of Information Page 4. The premium for this policy will be determined by our Manuals of Rules, Classifications, Rates and Rating Plans. All information required below is subject to verification and change by audit. See Extension of Information Page TOTAL ESTIMATED ANNUAL PREMIUM 1,056 STATE ASSESSMENT 30 TOTAL ESTIMATED COST 1,086 Minimum Premium 500 Deposit Premium 453 Issue Date: 9/27/2019 Countersigned By: Authorized Representative a Servicing/Issuing Office: Cleveland NP 119842620 Sequoia Insurance Company WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY Insured: RING, KEVIN (AN INDIVIDUAL) EXTENSION OF INFORMATION PAGE FOR ITEM #1 ITEM 1: NAMED INSURED and WORKPLACES NAMED INSURED: RING, KEVIN (AN INDIVIDUAL) DBA: 580 EXECUTIVE CENTER WORKPLACES: Location Number 1. 11501 DUBLIN BLVD #200 DUBLIN , CA 94568 NM WC990001 B 2of5 INFORMATION PAGE Policy Number: OWC1093582 Fein: 555764411 NP 110842620 Sequoia Insurance Company WC990001 B 3 of 5 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY INFORMATION PAGE Insured: RING, KEVIN (AN INDIVIDUAL) Policy Number: OWC1093582 EXTENSION OF INFORMATION PAGE ENDORSEMENT SCHEDULE Form Number Description WCOOOOOOC WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC990001 B DECLARATIONS PAGE 34-2005 1008 CA Important Notice WC000406A PREMIUM DISCOUNT ENDORSEMENT WC000421 D CATASTROPHE (OTHER THAN CERTIFIED ACTS OF TERRORISM) PREMIUM ENDORSEMENT WG000422B TERRORISM RISK INSURANCE PROGRAM REAUTHORIZATION ACT DISCLOSURE ENDORSEMENT WC040301 D -POLICY AMENDATORY ENDORSEMENT CALIFORNIA WC04031 0 CA DUTY TO DEFEND WG040317B ENDORSEMENT AGREEMENT LIMITING AND RESTRICTING THIS INSURANCE -EMPLOYEE INSURED BY GENERAL EMPLOYER EXCLUDED WC040360B EMPLOYERS' LIABILITY COVERAGE AMENDATORY ENDORSEMENT - CALIFORNIA WC040421 CA OPTIONAL PREMIUM INCREASE ENDORSEMENT WC040601A CALIFORNIA CANCELATION ENDORSEMENT PN049902B CA Workers' Compensation Insurance Rating Laws PNO49903 CA Notice Requir6d By Law PNO49904 CA Insurance Guarantee Association (CIGA) PN0149901 G NOTICE - YOUR RIGHT TO RATING AND DIVIDEND INFORMATION - CA NP 119842620 g �a Sequoia Insurance Company WC 99 00 01 B 4of5 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY INFORMATION PAGE Insured: RING, KEVIN (AN INDIVIDUAL) Policy Number: OWC1093582 .EXTENSION OF INFORMATION. PAGE FOR ITEM #4 ITEM 4: SCHEDULE OF PREMIUMS Premium Basis Rate Per $100 Estimated # of Code Total Est. Annual of Annual Classification Emps No. Remuneration Remuneration Premium California Clerical Office Employees 0 8810 241,826 0.37 895 Manual Premium 895 Total Manual Premium 895 Employers Liability Increased Limits 9812 0 Total Premium Subject To Experience Modification 895 Experience Modification (N/A) 9898 895 Renewal Credit: 4% -36 Terrorism 3% 9740 73 Catastrophe (other than Terrorism) 1 % 9741 24 Minimum Premium Adjustment 0990 0 Expense Constant 0900 100 Total CA Premium 1,056 WCARF 1.4479% 9999 15 UEBTF 0.0831% 9999 1 SIBTF 0.2737% 9999 3 . OSHAF 0.3765% 9999 4 LECF 0.3431 % 9999 4 FRAUD 0.2878% 9999 3 Total CA Cost 1,086 . TOTAL ESTIMATED ANNUAL PREMIUM 1,056 STATE ASSESSMENT 30 TOTAL COST 1,086 0 NP 119842626 Sequoia Insurance Company WC 99 00 01 B 5of5 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY INFORMATION PAGE Insured: RING, KEVIN (AN INDIVIDUAL) PAYMENT SCHEDULE Policy Number: OWC1093582 Statement Payment Closing Date Due Date Description Amount Due 11/16/2019 Downpayment $453.00 2/16/2020 Installment 1 of 3 $211.00 . 5/16/2020 Installment 2 of 3 $211.00 8/16/2020 Installment 3 of 3 $211.00 Total Cost $1,086.00 Printed: 9/27/2019 I,