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11-128 Agreement, Studios Architecture, Architectural Consulting Services AGREEMENT BETWEEN THE CITY OF CUPERTINO AND STUDIOS ARCHITECTURE FOR ARCHITECTURAL CONSULTING SERVICES THIS AGREEMENT, for reference dated November 15,2011, is by and between CITY OF CUPERTINO, a municipal corporation(hereinafter referred to as "City"), and Studios Architecture, a California corporation whose address is 405 Howard Street, Suite 588, San Francisco, CA 94105 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on November 15,2011, and shall continue until terminated. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for services performed pursuant to this Agreement in the amount set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. Payment shall be made by checks drawn on the treasury of the City,to be taken from the 110-2211fund. 4. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 6. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 7. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status,pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 8. HOLD HARMLESS: Indemnification: A. Claims for Professional Liability. Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. B. Claims for Other Liability. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. C. Claims involving intellectual property. In addition to the obligations set forth in (A) and (B) above, Consultant shall indemnify, defend, and hold the City, its elected and appointed officers, employees, and volunteers, harmless from and against any Claim in which a violation of intellectual property rights, including but not limited to copyright or patent rights, is alleged that arises out of, pertains to, or relates to Consultant's negligence, recklessness or willful misconduct under this Agreement. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. 9. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 10A, B, C, D and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of$1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 10. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 11. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment,transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 12. SUBCONTRACTOR APPROVAL: Unless prior written consent from City its obtained, only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 13. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 14. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for'which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. 15. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents,proceedings and activities related to this Agreement. Such records,together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract o:r failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 16. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Gary Chao, City Planner All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Studios Architecture 405 Howard Street, Suite 588 San Francisco, California 94105 Attn: David Sabalvaro,AIA LEED AP 17. TERMINATION: In the event Consultant fails or refuses-to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven(7) days'prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 18. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 19. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 20. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 21. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 22. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 22. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 23. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CONSULTANT CITY OF CUPERTINO Studios Architecture A Municipal Corporation 02aEr By 407/;d-r ..4•444/2, y Gary Chao Title 197 G/ '4 Title City Planner Date /1/2/1/ Date /2/! /20/ t RECOMMEN ED FOR APPROVAL: By Aarti Shrivastava Title Community Development Director APPROVED S TO FORM: BY V Carol Korade, City Attorney ATT T: Kimberly Smith, V , Clerk EXHIBIT A STUDIOS 405 Howard Street, Suite 588 Sun Francisco, CA 94105 architecture 415 398 7575 415 398 3829 fax www.studiosarchitecture.com November 9, 2011 Mr. Gary Chao City Planner City of Cupertino Cupertino, CA 9501 Re:Design Review Consulting Services Dear Mr. Chao, STUDIOS Architecture (STUDIOS) is pleased to submit this proposal for Architectural Consulting Services to the City of Cupertino Planning Department. I. PROJECT SCOPE Assist the City of Cupertino Planning Staff in Site and Architectural Design Review of development proposals submitted to the City of Cupertino for review and approval. II. SCOPE OF ARCHITECTURAL CONSULTING SERVICES David Sabalvaro, AIA LEED AP, a Principal of STUDIOS Architecture shall provide the following limited consulting services: A. Review submitted development proposals generally consisting of site plans, floor plans, sections, elevations, renderings and written information. B. Mark-up, sketch over, and comment with informal notes onto submitted material, rendering opinions for design improvement per City of Cupertino requirements. C. Review comments, mark-ups, sketches, etc. via telephone with City of Cupertino Planning Staff. D. Attend informal review meetings with City of Cupertino Planning Staff, if requested. Mr. Gary Chao City of Cupertino Consulting Services November 9, 2011 III SCHEDULE: To Be Determined IV. COMPENSATION For the above referenced scope of services, we propose to be compensated on a Time and Material Basis. A. Hourly Rates: David Sabalvaro,AIA LEED AP $150.00/Hour Principal (Note: Travel time to the City of Cupertino from the City of San Francisco and back will also be billed when required to attend informal review meetings.) B. Sub-Consultant Services: Sub-Consultant services are not anticipated at this time and thus are not included here. If it is determined during the course of the project, that the services of a consultant are required, STUDIOS will submit a separate proposal. C. Reimbursable Expenses (if required) Normal project related reimbursable expenses such as printing, postage, delivery services, long distance phone calls (excluding 405,510,650 Area Codes), facsimile transmissions, mileage, CADD plots, and special project-related supplies will be charged at 1.1 times the cost to STUDIOS • V. EXCLUSIONS AND QUALIFICATIONS: 1. Our proposal is based on the following qualifications: A. Consulting Services are limited to those listed above. Actual Design Services or Major Re- Design of proposed developments are not anticipated and not included in these scope of services. B. The proposed compensation excludes any sub consultants for detailed review outside of general architectural design issues. C. It is assumed that adequate review time will be provided Page 2 Mr. Gary Chao City of Cupertino Consulting Services November 9, 2011 VI. Contract: City of Cupertino Consultant Services Agreement Thank you for the opportunity to present this proposal. Please provide a Purchase Order for this project prior and Invoice instructions, policies and procedures. Sincerely, STUDIOS Architecture David Sabalvaro, AIA LEED AP Principal Page 3 f-orm W.9 Request for Taxpayer Give form to the (Rev.October 2007) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service Name(as shown on your income tax return) VD Studios Architecture EBusiness name,if different from above 0 c �•s O Check appropriate box: ❑ Individual/Sole proprietor © Corporatiol CI Partnership Fxem t , ❑ Limited liability company.Enter the tax classification(0=disregarded entity,C=corporation,P=partnership)• 1---J p a payee ❑ Other(sea instructions)► cAddress(number,street,and apt.or suite no.) Requester's name and address(optional) a 1625 M Street,N.W. ___ Payments can be sent to any of our City,state,and ZIP code offices but we prefer they are sent Washington DC 20036 directl to our DC office. List account number(s)here(optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on Line 1 to avoid Social security number backup withholding.For Individuals,this is your social security number(ESN). However,for a resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3. For other entities, it is your employer identification number(EIN).If you do not have a number,tee How to get a TIN on page 3. or Note.If the account is in more than one name,see the chart on page 4 for guidelines on whose Employer Identification number number to enter. 94 j 3017304 Part II Certification _ Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),and 2. I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding,and 3. I am a U.S.citizen or other U.S.person(defined below). Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the Certification,but you must provide your correct TIN.See the instructions on page 4. , Sign Signature of j)A,„,„,.. H 1 1 ere U.S.person le' t<L»c Date► t I f General instructions Definition of a U.S. person. For federal tax purposes, you are considered a U.S.person if you are: Section references are to the Internal Revenue Code unless • An Individual who is a U.S.citizen or U.S. resident alien, otherwise noted. • A partnership,corporation, company,or association created or Purpose of Form organized in the United States or under the laws of the United A person who is required to file an information return with the States, IRS must obtain your correct taxpayer identification number(TIN) • An estate(other than a foreign estate),or to report,for example,income paid to you,real estate • A domestic trust(as defined in Regulations section transactions,mortgage interest you paid,acquisition or 301.7701-7). abandonment of secured property,cancellation of debt,or Special rules for partnerships.Partnerships that conduct a contributions you made to an IRA. trade or business in the United States are generally required to Use Form W-9 only if you are a U.S.person(including a pay a withholding tax on any foreign partners'share of income resident alien),to provide your correct TIN to the person from such business. Further, in certain cases where a Form W-9 requesting it(the requester)and,when applicable,to: has not been received, a partnership is required to presume that 1. Certify that the TIN you are giving is correct(or you are a partner is a foreign person,and pay the withholding tax. waiting for a number to be issued), Therefore, if you are a U.S. person that is a partner in a 2. Certify that you are not subject to backup withholding, or partnership conducting a trade or business In the United States, provide Form W-9 to the partnership to establish your U.S. 3.Claim exemption from backup withholding if you are a U.S. status and avoid withholding on your share of partnership exempt payee. If applicable,you are also certifying that as a income. U.S.person,your allocable share of any partnership income from The person who gives Form W-9 to the partnership for a U.S.trade or business is not subject to the withholding tax on purposes of establishing its U.S.status and avoiding withholding foreign partners'share of effectively connected income, on its allocable share of net income from the partnership Note.if a requester gives you a form other than Form W-9 to conducting a trade or business in the United States is in the request your TIN,you must use the requester's form if it is following cases: substantially similar to this Form W-9. • The U.S.owner of a disregarded entity and not the entity, Cat.No 13231X Form W-9 (Rev.10-2007) Client#:330 STUDIARCH ACORD. CERTIFICATE OF LIABILITY INSURANCE 1 jTE ((MMWDDNYYY) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey,Renton&Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P.O.Box 12675 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Oakland,CA 94604-2675 510 465-3090 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: American Automobile Ins.Co. STUDIOS Architecture INSURER B: Catlin Insurance Company,Inc. 1625 M Street NW INSURER C: Washington,DC 20036-3509 INSURER D: INSURER E: COVERAGES 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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. iNSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION LTR NSRD TYPE OF INSURANCE POLICY NUMBER DATE(MM/DD/YY) DATE(MM/DD/YY) LIMITS A GENERAL LIABILITY AZC80859084 01/01/11 01/01/12 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence) $1,000,000 CLAIMS MADE I X OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 nPOLICY I X I 78: Fl LOC A AUTOMOBILE LIABILITY AZC80859084 01/01/11 01/01/12 COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $1,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ A EXCESS/UMBRELLA LIABILITY AZC80859084 01/01/11 01/01/12 EACH OCCURRENCE $5,000,000 JOCCUR n CLAIMS MADE AGGREGATE $5,000,000 DEDUCTIBLE $ RETENTION $ $ A WORKERS COMPENSATION AND WZP80989444 01/01/11 01/01/12 X I IO ST Z-1 I IOTH- EMPLOYERS'LIABILITY TORY LIMITS FR ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B OTHER Professional AED991100112 01/30/11 01/30/12 $5,000,000 per claim Liability $7,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS General Liability Excludes Claims Arising Out of the Performance of Professional Services. All Operations of the Named Insured. The City of Cupertino,its City Council,Boards and Commissions, (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Cupertino DATE THEREOF,THE ISSUING INSURER WILL MAIL nil DAYS WRITTEN Office of Community Development,City Hall NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,)ta]O X ILK Attn:Traci Caton IMPSJIR111nP1a 10XIIRKARXIAIBUIXXIMIXXWMXK1QKxKQCIWiKIZOOD IMUMoe xEx 10300 Torre Avenue 111130131IKK911v111uc Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ` 4.100.11 — ACORD 25(2001/08)1 of 2 #M282244 CCB © ACORD CORPORATION 1988 DESCRIPTIONS (Continued from Page 1) Officers, Employees and Volunteers are additional insureds as respects to General,Auto&Excess Liability. Such insurance is Primary&Non Contributory. See attachments AMS 25.3(2001/08) 2 of 2 #M282244 Additional Insured - Owners, Lessees or Contractors - AB 90 6712 93 Policy Amendment Section II Insured STUDIOS Architecture Policy Number AZC80859084 Producer Dealey, Renton&Associates Effective Date 01/01/11 Schedule Name of Person(s)or Organiztion(s) Descriptions Of Operations City of Cupertino SCHEDULE NAME OF ADDITIONAL Office of Community Development, CityNHHEED PERSON(S) OR Attn: Traci Caton ORGANIZATIONS CONT'D: The City 10300 Torre Avenue of Cupertino, its City Council, Cupertino, CA 95014 Boards and Commissions, Officers, Employees and Volunteers (If no entry appears above; information required to complete this Endorsement will be shown in the Declarations as applicable to this Endorsement.) The following is added to Part I -WHO IS AN IN- arising out of your work for that insured by or for SURED in the Business Liability Section of this policy you. 5. The person or organization shown in the schedule All other terms and conditions of the policy apply. is also an insured, but only with respect to liability This form MUST be attached to change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy. AB 90 67 12 93 POLICY NUMBER: COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s)or organization(s) who are"insureds" under the Who is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement effective 11/29/11 Named Insured STUDIOS Architecture SCHEDULE Name of Person(s)or Organization(s): City of Cupertino SCHEDULE NAME OF ADDITIONAL INSURED Office of Community Development, City HalL PERSON(S) OR ORGANIZATIONS CONT'D: Attn: Traci Caton City of Cupertino, its City 10300 Torre Avenue Council, Boards and Commissions, Cupertino, CA 95014 Officers, Employees and Volunteers (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an"insured"for Liability Coverage, but only to the extent that person or organization qualifies as an"insured"under the Who is An Insured Provision contained in Section II of the Coverage Form CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1