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HomeMy WebLinkAboutReso - CC - 038-2008RESOLUTION NO. 38-2008 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING AGREEMENT WITH CAINE COMPUTER CONSULTING, LLC TO PROVIDE INFORMATION TECHNOLOGY SERVICES TO THE CITY AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH CAINE COMPUTER CONSULTING, LLC RESOLVED, by the City Council of the City of Burlingame: WHEREAS, the City wishes to retain an experienced provider for information technology services to the City, and in particular to the Burlingame Police Department; and WHEREAS, Caine Computer Consulting, LLC has extensive experience with the City computer system and Burlingame Police Department's systems and records; and WHEREAS, Caine Computer Consulting, LLC has agreed to offer these professional services on a basis that will result in significant cost savings over providing these same services through either other professionals or hiring one or more employees, NOW, THEREFORE, IT IS RESOLVED AND ORDERED: 1. The Agreement attached hereto as Exhibit A is approved, and the City Manager is authorized to execute the Agreement for and on behalf of the City. 2. The Clerk is directed to attest to the signature of the Manager. /-A,D MAYOR I, DORIS MORTENSEN, City Clerk of the City of Burlingame, do hereby certify that the foregoing resolution was introduced at a regular meeting of the City Council held on the 5th day of May 2008, and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: BAYLOC%, DEAL, KEIGHRAN, NAGWL, O&NAHONY NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE CITY CLERK AGREEMENT FOR PROFESSIONAL SERVICES This Agreement for Professional Services (the "Agreement"), effective May 1, 2008, is by and between The City of Burlingame, with its principal office in Burlingame, California (hereinafter "Client"), and Caine Computer Consulting, LLC, a California corporation, with its principal office in Redwood City, California, (hereinafter the "Company"). WHEREAS, Client finds that the Company is willing to perform certain work hereinafter described in accordance with the nrovisions of this Agreement; and WHEREAS, the Company represents that it is qualified to perform the work and that such performance will be in furtherance of Client's business. WHEREAS, Company will provide services both onsite and remotely at Company's place of business as the need wises. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows: 1. SERVICES. 1.1 Effective Date. This Agreement is _ effective as of 6 12bo C2008> 1.2 Services to Client. The Company shall provide the following ("Services") to the Police Deportment of the Client as requested by the Client: a) Network/ Computer System Administration b) Website Administration c) Project Management d) Computer Software Management, including but not liunited to, the Hitech Systems software e) Email System Management f) Telephone System Management g) Communications Dispatching h) Communications Supervision as necessary i) Training and Computer Education to employees j) Other Client Projects as needed 1.1.1 New Projects and responsibilities can be added to the above list if mutually upon 1.1.2 Company agrees to provide consulting services, such as discussing available options, troubleshooting, recommending solutions and working with employees and equipment vendors as needed. 1.1.3 Client will be responsible for all hardware components. If hardware repair aid support is needed, Client agrees to pay for contractor parts and services that Client has approved in writing before the parts or services have -been provided. 1.1.4 Cabling will be performed by cabling contractors approved jointly by Client and Company and paid for by Client. 1.1.5 Company will work with Client's equipment vendors to troubleshoot issues and replace components under warranty. 1.1.6 Any purchases made will conform to Client's purchasing policies and procedures. 1.1.7 Company will provide support for workstation software, including the initial installation, re -installation, software upgrades/patches and configuration changes Client to call in the event of requested by Client. Company support for emergency. ;ce software includes the initial serer installation, re -installation, software l.l.li Compliance with Laws. The upgrades/patches and on-going monitoring of Company shall comply with all applicable systern processes, which include daily laws, codes, ordinances, and regulations of backup, logs, alarms and alerts. Software governing federal, state and local laws. loaded on servers and workstations must be Company represents and warrants to Client reviewed by Company for comments before that it has all licenses, permits, qualifications purchase and installation. and approvals of whatsoever nature which are legally required for Company to practice 1.1.8 Client will pay for any technical its profession. Company represents and support contracts for third -parry software. warrants to Client that Company shall, at its sole cost and expense, keep in effect or obtain 1.1.9 Company employee(s) will report at all tunes during the term of this Agreement - diieztlyrto—he Administrative-Gommander, a aiy�icensea,emnits, and approvals which Police Department employee of Client, or are legally required for Company to practice his/her designee. Company agrees to keep its profession. Company shall maintain a the Administrative Commander or his/her City of Burlingame business license. designee informed of work performed, and upon request, will provide an accounting of 1.1.14 Company shall be responsible for work done on projects. employing or engaging all persons necessary to perform the services under this Agreement. 1.1.10 Client will be responsible for purchasing aid upgrading software licenses. 1.1.11 Company will provide services both on site and remotely in order to maintain the integrity of the Client's computer systems. If a significant amount of work is required to be done after normal business hours (0800- 1700) due to an emergency or other after- hours need, that work may be invoiced in addition to the contract amount, at a rate of $59.70 per hour or another amount which has been mutually agreed upon by both parties. If both parties agree, nonnal business hours can be adjusted to meet the needs of both parties. 1.1.12 Company agrees to be available 24 hours a day, 7 days a week by providing home telephone, business telephone and cellular telephone numbers runless notice has been given otherwise to Client. If Company will not be available, Company will provide a list of alternative support options for 2 2. PAYMENT AND INVOICING TERMS. 2.1 Payment for Services. The Company will be paid as follows: $114,618.25 annually to be paid monthly at the rate of $9,551.52 per month Billing shall be accompanied by a detailed explanation of the work performed by whom, at what rate, and on what date. The submittal shall include the following: A. A narrative progress report of specific accomplishments during the billing period, problems encountered or anticipated, plans for resolving problems, accomplishments scheduled during the next billing period, and results of any significant activities. B. A cost report for each task showing: current period and tasks accomplished; 2.1.1 Additional payment for specific projects may be negotiated separately and payment may be by hour or by project as mutually agreed upon. 2.1.2 Communications Dispatching will be billed on a separate invoice and will be in addition to the annual sum at a rate to be agreed upon in writing between the Client and the Company before commencement of any services. 2.1.3 All documents furnished to Company data prepared by the Company under this Agreement are the Client's property and shall be delivered to the Client upon the completion of Company's services or at the Client's written request. All reports, information, data, and exhibits prepared or assembled by Company in connection with the performance of its services pursuant to this Agreement are confidential until released by the Client to the public, and the Company shall not make any of the these documents or information available to any individual or organization not employed by the Company or the Client without the written consent of the Client before such release. The Client acknowledges that the reports to be prepared by the Company pursuant to this Agreement are for the purpose of evaluating defined projects, and Client's use of the information contained in the reports prepared by the Company in connection with other projects shall be solely at Client's risk, unless Company expressly consents to such use in writing. Client further agrees that it will not appropriate any methodology or technique of Company which is and has been confirmed in writing by Company to be a trade secret of Company. 3 2.2 Reimbursable Costs. Client shall reimburse the Company for the following costs incurred in connection with the Services rendered: travel costs, materials costs, copies, and delivery, that are attributable to a project or Service (the "Reimbursable Costs"). Travel costs are defined as air travel, lodging, meals and 'incidentals, ground transportation, tools, and all costs associated with travel. All travel expenses must receive Client's prior written approval. The Company shall provide to Client written substantiation of Reimbursable Costs incurred. 2,2.1 Client will provide all software and equipment that its employees are to use in providing Client's services. Company will be own software for use at its place of business and for any aiagnostic or communication purposes. 23 Invoicing. (a) Invoices will submitted monthly by the Company for payment by Client. Payment is due upon receipt and is past due thirty (30) days from receipt of invoice. If Client has any valid reason for disputing any portion of an invoice, Client will so notify the Company within fourteen (14) calendar days of receipt of invoice by Client, and if no such notification is given, the invoice will be deemed valid. The portion of the Company's invoice that is not in dispute shall be paid in accordance with the procedures set forth herein. If payment of invoices is not current, the Company may suspend performing further work. 2.4 Company shall maintain the records supporting this billing for not less than three (3) years following completion of the work under this Agreement. Company shall mance these records available to authorized persomiel of the Client at the Company's offices during business hours upon written request of the Client. 3. CHANGES. Client may, with the approval of the Company, issue written directions within the general scope of any Services to be ordered. Such changes (the "Change Order") may be for additional work or the Company may be directed to change the direction of the work covered by the Task Order, but no change will be allowed unless agreed to by the Company in writing. 4.1 The Company warrants that its services shall be performed by personnel possessing competency consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or otherwise. Furthermore, no guarantee is made as to the efficacy or value of any services performed or software developed. This Section sets forth the only warranties provided by the Company concerning the services and related work product. This warranty is made expressly in lieu of all other warranties, express or implied, including without limitation any implied warranties of fitness for a particular purpose, merchantability, non -infringement, title or otherwise. 4.2 Company understands that its professional responsibilities are solely to the Client. The Company has and shall not obtain any holding or interest within the City of Burlingame. Company has no business holdings or agreements with any individual member of the Staff or management of the Client or its representatives nor shall it enter into any such holdings or agreements. In addition, Company warrants that it does not 4 presently and shall not acquire any direct or indirect interest adverse to those of the Client in the subject of this Agreement, and it shall immediately disassociate itself from such an interest should it discover it has done so and shall, at the Client's sole discretion, divest itself of such interest. Company shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, Company discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Company shall promptly notify Client of this employment relationship, and shall, at the Client's sole discretion, sever any such employment relationship. 4.3 Company warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Company nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. In performing services under this Agreement, Company shall not discriminate nor allow any discrimination against any person seeking these services on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or medical disability, national origin, religion, or medical condition mnless based upon a bona -fide safety limitation. 5. LIABILITY. 5.1 Limitation. Company will provide Public Liability insurance in the amount of $1,000,000 and Errors & Omissions insurance policy in the amount of $500,000. The Company's liability, including but not limited to Client's claims of contributions and indemnification related to third party claims arising out of services rendered by the Company, and for any losses, injury or damages to persons or properties or work performed arising out of or in connection with this Agreement and for any other claim, shall be limited to the amount of the policy. Notwithstanding anything to the contrary in this Agreement, the Company shall not be liable for any lost profits or punitive damages. Client agrees to limit the Company's liability to Client for any damage on account of any error, omission or negligence to a surn not to exceed the amount _of the insurance policy. The limitation of liability set forth herein is for any and all matters for which the Company may otherwise have liability arising out of or in comzection with this Agreement, whether the claim arises in contract, tort, statute, or otherwise. 5.1.1 Any deductibles or self-insured retentions must be declared to and approved by the Client. At the option of the Client, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Client, its officers, officials, employees and volunteers; or the Company shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. 5.1.2 With regard to the public liability policy, the Client, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities perfonned by or on behalf of the Company; products and completed operations of Company, premises owned or used by the Company. The endorsement providing this additional insured coverage shall be equal to or broader than ISO Form CG 20 10 11 85 and must cover joint negligence, completed operations, and the acts of subcontractors. This requirement does not apply to the 5 professional liability insurance required for professional errors and omissions. 5.1.3 With regard to the public liability policy, the Company's insurance coverage shall be endorsed to be primary insurance as respects the Client, its officers, officials, employees and volunteers. Any insurance or self -insurances maintained by the Client, its officers, officials, employees or volunteers shall be excess of the Company's insurance and shall not contribute with it. 5.1.4 Any failure to comply with reporting provisions of the policies shall not affect coverage provided. to the Client, its officers, officials, employees or volunteers. 5.1.5 The Company's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5.1.6 In addition to these policies, Company shall have and maintain Workers' Compensation insurance as required by California law. Further, Company shall ensure that all subcontractors employed by Company provide the required Workers' Compensation insurance for their respective employees. 5.1.7 All Coverages: Each insurance policy required in this Agreement shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Client. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Client Clerk. 5.1.8 Acceptability of Insurers. hasurance is to be placed with insurers with a Best's rating of no less than A -:VII and authorized to do business in the State of California. 5.1.9 Verification of Coverage. Upon execution of this Agreement, Company shall 6. MISCELLANEOUS. fo nish the Client with certificates of Company may consult with other insurance and with original endorsements vendors as needed, and when authorized in effecting coverage required by this clause. advance in writing by Client, Client agrees to The certificates and endorsements for each pay the costs thereof. All expenditures will insurance policy are to be signed by a person be agreed upon before such consultation is authorized by that insurer to bind coverage on sought. its behalf. The certificates and endorsements are to be on forms approved by the Client. 6.1 Severability. Should any part of All certificates and endorsements are to be this Agreement for any reason be declared received and approved by the Client before invalid, such decision shall not affect the any work commences. The Client reserves validity of any remaining provisions, which the right to require complete, certified copies remaining provisions shall remain in full of all required insurance policies, at any time. force and effect as if this Agreement had been executed—mith the invalid portion thereof 5.1.10 hidernnifrcation. To the fullest extent pennitted by law but as limited by this Section, the Company shall save, keep and hold harmless indermnify and defend the Client, its officers, agent, employees and volunteers from all damages, liabilities, penalties,, costs, or expenses in law or equity, including but not limited to attorneys' fees, that may at any time arise, result from, relate to, or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Company, or any of the Company's officers, employees, or agents or any subconsultant. This provision shall not apply if the damage or injury is caused by the sole negligence or willful misconduct of the Client, its officers, agents, employees, or volunteers. 5.2 Remedy. Client's exclusive remedy for any claim arising out of or relating to a breach of this Agreement will be for the Company, upon receipt of written notice, to use commercially reasonable efforts to cure, at its expense, the matter that gave rise to the claim for which the Company is at fault, 53 Survival. Articles 2, 4, 5, and 6 survive the expiration or termination of this Agreement for any reason. 6 eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portions which may, for any reason, be hereafter declared invalid. Any provision shall nevertheless remain in frill force and effect in all other circumstances. 6.2 Modification and Waiver. Waiver of breach of this Agreement by either part shall not be considered a waiver of any other subsequent breach. 6.3 Independent Contractor.. It is understood that the Company, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Client. As an independent contractor, neither the Company nor any of its officers or employees shall obtain any rights to retirement benefits or other benefits which accrue to Client employee(s). With prior written consent, the Company may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. 6.4 Notices. Client shall give the Company written notice within one hundred eighty (180) days of obtaining knowledge of the occurrence of any claim or cause of action which Client believes that it has, or may seek to assert or allege, against the Company, whetiaer such claim is based in law or equity, arising under or related to this Agreement or to tie transactions contemplated hereby, or any act or ornission to act by the Company with respect hereto. If Client fails to give such notice to the Company with regard to any such claim or cause of action and shall not have brought legal action for such claim or cause of action within said time period, Client shall be deemed to have waived, and shall be forever barred from bringing or suit, action or proceeding in any court or before any governmental agency or authority or ally arbitrator. All notices or other communications hereunder shall be in writing and shall be deemed given when delivered to the address specified below or such other address as may be specified in a written notice in accordance with this Section: To Company: To Client: Chief of Police Burlingame Police Department 1111 Trousdale Drive Burlingame, CA 94010 Any party may, by notice given in accordance with this Section to the other parties, designate another address or person or entity for receipt of notices hereunder. 6.5 Assipunent. The Agreement is not assignable or transferable by Client. This Agreement is not assignable or transferable by the Company without the written consent of Client, and the services to be provided hereunder are personal to the Company and 7 Client may withhold consent to assignment or transfer without any cause whatsoever. 6.6 Disputes. The Company and Client recognize that disputes arising under this Agreement are best resolved at the working level by the parties directly involved. Both parties are encouraged to be imaginative in designing mechanism and procedures to resolve disputes at this level. Such efforts shall include the referral of any remaining issues in dispute to higher authority within each participating party's organization for resolution. Failing resolution of conflicts at the organizational level, the Company and Client agree that any remaining conflicts arising out of or relating to this Contract shall the Company and Client mutually agree otherwise. If the dispute is not resolved through non-binding mediation, then the parties may take other appropriate action subject to the other terms of this Agreement. 6.7 Section Headings. Title and headings of sections of this Agreement are for convenience of reference only and shall not affect the construction of any provision of this Agreement. 6.8 Representations; Countemarts. Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party, with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations hereunder. This Agreement may be executed (by original or telecopied signature) in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument. 6.9 Residuals. Nothing in this Agreement or elsewhere will prohibit or limit the Company's ownership and use of ideas, concepts, know-how, methods, models, data, techniques, skill knowledge and experience that were used, developed or gained in conriection with this Agreement. The Company and Client shall each have the right to use all data collected or generated under this Agreement. amended by an agreement in writing executed by the parties hereto. This agreement will remain in force for one year from the date of signing and can be renewed under mutual agreement of both parties. 6.12 Force Maieure. The Company 6.10 Cooperation. Client will cooperate shall not be responsible for delays or failures with the Company in taking actions and (including any delay by the Company to make executing documents, as appropriate, to progress in the prosecution of any Services) if achieve the objectives of this Agreement. such delay wises out of causes beyond its Client agrees that the Company's performance control. Such causes may include, but are not is dependent on Client's timely and effective restricted to, acts of God or of the public cooperation with the Company. Accordingly, enemy, fires, floods, epidemics, riots, Client acknowledges that any delay by Client quarantine restrictions, strikes, freight may result uz tl� Cairipany being—released embargoes,_earthq a�kes, electrical outages, from an obligation or scheduled deadline or computer or communications failures, and in Client having to pay extra fees for the severe weather, and acts or omissions of Company's agreement to meet a specific subcontractors or third parties. obligation or deadline despite the delay. 6.11 Governing Law and Construction. This Agreement will be governed by and construed in accordance with the laws of California, without regard to the principles of conflicts of law. The language of this Agreement shall be deemed to be the result of negotiation among the parties and their respective counsel and shall not be construed strictly for or against any party. 6.13 Termination of Contract. This contract may be terminated upon written notice delivered by either Client or Company not less than Ninety (90) days prior to the termination date. 6.15 Entire Agreement Survival. This Agreement, including any Exhibits, states the entire Agreement between the parties and supersedes all previous contracts, proposals, oral or written, and all other communications between the parties respecting the subject matter hereof, and supersedes any and all prior understandings, representations, warranties, agreements or contracts (whether oral or written) between Client and the Company respecting the subject matter hereof. This Agreement may only be 8 6.13 Use By Third Parties. Work performed by the Company pursuant to this Agreement is only for the purpose intended and may be misleading if used in another context. Client agrees not to use any documents produced under this Agreement for anything other than the intended purpose without the Company's written permission. This Agreement shall, therefore, not create any rights or benefits to parties other than to Client and the Company. IN WITNESS WBEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Date: CITY OF BURLINGAME CAINE COMPUTER CONSULTING, LLC Title: rn Approved as to form: City Attorney AGREEMENT FOR COMMUNICATIONS SERVICES This Agreement for Professional Services (the "Agreement"), effective May 1, 2008, is by and between The City of Burlingame, with its principal office in Burlingame, California (hereinafter "Client"), and Caine Computer Consulting, LLC, a California corporation, with its principal office in Redwood City, California, (hereinafter the "Company"). 1. PAYMENT AND INVOICING TERMS. 1.1 Payment for Services. The Company will be paid as follows: $59.70 per hour. Invoice_wilLbe provided monthly based on time worked in Communications Center Date: CITY OF BURLINGAME CIA CAINE COMPUTER CONSULTING, LLC By: �-R `�f� a_ Title: i i" 0,n SF3-129946.1 RIC Insurance Agency 4/28/2008 2:37 PAGE 1/2 Fax Server URANCE GENERAL AGENCY, INC. LICENSE #0482919 P.O SOX 2408 TUSTIN, CA 92781 (714) 5058200 FAX(714)730-1810 QUOTATION (X] FAX 'T0: 415-333-3695 PER YOUR SURMISSION FOR INSURANCE, WE ARF PLEASED TO OFFER THE FOLLOWING: QUOTED WITH: EVANSTON INS. CO.-MARKEL SNAND QUOTE NUMBER: 408308- 1 QUOTE IS EFFECTIVE FROM 04/24/DS FOR 3'0 DAYS EXPIRES 05/24/08 PROD: WARD J. DONNELLY INSURANCE NAME OF RONDA CAINE ALCANTARA 1249 GENEVA AVENUE APPLICANT: SAN FRANCISCO, CA 94112 ATTN: WARD PROD#: 302236 (415)333-3640 * REVISED TO SHOW 90OK LIMITS x TO BIND MUST FAX OVER SIGNED FORMS, AND A COPY OF THE TRUST CRECK. Alec: > A currently eigaed, dated and completed Markel Shand IT P,,fessicnal aPp"cation - EO-30OD2-01. Oor apPlicationa are available on our web Fite at Wwa_mark9lshand.com, * Resume of applicant. MIN. EARNED: 25& COVERAGE: Professional TOTAL PREMIUM $ BROKER FEE S STATE TAX S STAMP FEE $ TOTAL $ BE 1,480.00 175.00 44.4D J'185 1,701.25 SUBJECT TO At I ADDITIONAL REOU9S7E0 INFORMATION, COVERAGE MAY RF. ROUND UPON OUR RECEIPT OF DCPOSIT 4 ORDER TO BIND. IMPORTANT NOTE PLEASE READ CAREFULLY AS THE QUOTE MAY NOT INCLUDE ALL THE BY: RYAN D. STANLEY CONDITIONS, TERMS OR COVERACFS RFOUF.STED, NO FLAT CANCELLATIONS, PROF)VrER IS RFSPONSIRI F POR EARNED PREMIUMS. ALL FEES FULLY FARNI'D. BALANCE DUE WITHIN 30 DAYS OF EFFECTIVE DATE DATE: 04/28/08 DG Ian RSnA- 04/21/2006 10:00 4153333695 ` PAGE 02 Subscription Agreement Insured��t1 Effective Aare p Policy Number LO0 I � —f O / 'Z--' Agent Number For and in consideration of the benefits to be derived therefrom The subscriber covenants and agrees with the Exchange and other subscribers thereto through their and each of their atwrrey-in-fact, the Truck Underwriters Association for the Truck Insurance Exchange (hereinafter referred to severally as "the Association'), to exchange with all other subscribers policies of insurance or reinsurance containing such terms and conditions therein as may be specified by said attorney-in-fact and approved by the Board of Governors or its Executive Committee for any loss insured against, and subscriber hereby designates, constitutes and appoints the Association to be attomey-in-fact for subscriber, granting to it power to substitute another in its place. and in subscriber's name, place and stead to do all things which the subscriber or subscribers might or could do severally or jointly with reference to all policies issued, including cancellation thereof, collection and receipt of all monies due the Exchange from whatever source and disbursement of all loss and expense payments, effect reinsurance and all other acts incidental to the management of the Exchange and the business of inter -insurance; subscriber further agrees that There shall -be paid -to saidA3sodatjori,-as-compertsation for its becoming and acting-as-attomey-in-fact, the membership fees and twenty per centum of the Premium Deposit for the insurance provided and twtnty ger'cehtiirh of the ce thereof. The remaining portion of the Premium Deposit and of additional tern payments made by or on behalf of the subscriber shall be applied to the payment of losses and expenses and to the establishment of reserves and general surplus. Such reserves and surplus may be invested and reinvested by a Board of Governors duly elected by and from subscribers in accordance with provisions of policies issued, which Board or its Executive Committee or an agent or agency appointed by written authority of said Executive Committee shall have full powers to negotiate purchases, sales, trades, exchanges, and transfers of investrnenrs, properties, title and securities, together with full powers ro execute all necessary instruments. The expenses above referred to shallinclude all taxes, license fees, attorneys fees and adjustment expenses and charges, expenses of members and ggwmocs' meetings, agents commissions, and such other specified fees, dues and expenses as may be authorized by the Board of Governors_ All other expenses incurredin connection with the conduct of the Excbmge and such of the above expenses as shall from time to time be agreed upon by and between the Association and the Board of Govemots or its Executive Committee shall be borne by the Association. The principal office of the Exchange and its attorney-in-fact shall be maintained in the City of Los Angeles, State of California. The agreement can be signed upon any number of counterparts with the same effect as if the signatures of all subscribers were upon one and the same instrument, and shall be binding upon the parties thereto, severally and ratably as provided in. policies issued. Wherever the word "subscriber" is used the same shall mean members of the Exchange, the subscriber hereto, and all other subscribers to this or any other like agreement. Any policy issued hereon shall be non -assessable. Subscribed to this v ' day of ` r v — , year U Signature