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13-026 Shums Coda Associates, Plan Review & Inspection Services/3-026 CUPERTINO March 6, 2014 OFFICE OF THE C11 1-Y CLERK CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014 -3255 TELEPHONE: (408) 777 -3223 • FAX: (408) 777 -3366 WEBSITE: www.cupi3ilino.org Shums Coda Associates 5776 Stoneridge Mall Road Suite 180 Pleasanton, CA 94588 Re: First Amendment to Agreement for services. Enclosed is a fully executed copy of your agreement with the City of Cupertino. If you have any questions or need additional information, please contact the Building Department at (408) 777 -3228. Sincerely, Andrea Sanders Senior Office Assistant City Clerk's Office Enclosure cc: Building Development J C)Qc 4 FIRST AMENDMENT AGREEMENT BETWEEN THE CITY OF CUPERTINO AND SHUMS CODA ASSOCIATES FOR ON•CALL PROFESSIONAL PLAN CHECK AND INSPECTION SERVICES This First Amendment to, the Agreement between the City of Cupertino and Shums Coda Associates, for reference dated February 28, 2013, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "CITY ") and Shums Coda Associates, a California corporation, whose address is 5776 Stoneridge Mall Road, Suite 180, Pleasanton, CA 94588, (hereinafter "CONTRACTOR "), and is made with reference to the following: RECITALS: A. On February 28, 2013, an agreement was entered into by and between City and Shums Coda Associates (hereinafter "Agreement "). B. City and Shums Coda Associates desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. TERM: The term section of the Agreement is modified to read as follows: The services and /or materials furnished under this Agreement, shall commence on February 28, 2013, and shall be completed before Tune 30, 2014, or as extended by agreement. 2. SERVICES TO BE PERFORMED: Services to be performed section of the Agreement shall remain the same and shall be in full force and effect. 3. COMPENSATION: The Compensation section of the Agreement shall remain the same and shall be in full force and effect. Except as expressly modified herein., all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. Page 1. of 2 First Amendment, Shums Coda Associates, On -Call Professional Plan Check and Inspection Services, 2 -10 -14 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. Shums Coda Associates By Title C F-C Date �! l EXPENDITURE DISTRIBUTION //0— -say 17 62/ �- CITY OF CUPERTINO A Municipal Corporation By Albert` Salvador, Building Official Date_ - N'-t q- APPR VED AS TO FORM: i By Carol Korade, City Attorney ATTEST: By Grace Schmidt, City Clerk 3 ACCOUNT NUMBER AMOUNT 110 - 7302 -9330 110 - 7303 -9330 PO # 00058056 _ rU Page 2. of 2 First Amendment, Shums Coda Associates, On -Call Professional Plan Check and Inspection Services, 2 -10 -14 CUPERTINO June 6, 2013 OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE. • CUPERTINO, CA 95014 -3255 TELEPHONE: (408) 777 -3223 • FAX: (408) 777 -3366 WEBSITE: www.cupertirio.org Robert Sullivan Shums Coda Associates 5776 Stoneridge Mall Road, Suite 180 Pleasanton, CA 94588 Re: Consultant Services Agreement Enclosed is a fully executed copy of your agreement with the City of Cupertino. If you have any questions or need additional information, please contact the Building Department at (408) 777- 3228. Sincerely, Dorothy Steenfott City Clerk's Office cc: Building Department Enclosure P. AGREEMENT BETWEEN THE CITY OF CUPERTINO AND Shums Coda Associates FOR CONSULTANT SERVICES FOR Plan review and Inspection Services THIS AGREEMENT, for reference dated February 28, 2013, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City "), and Shums Coda Associates, a California corporation, whose address is 5776 Stoneridge Mall Road, Suite 180, Pleasanton, CA 94588 (hereinafter referred to as "Consultant "), and is made with referenc ollowing: RECITALS: s V ' �� D A. City i 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 February 28th, 2013, and shall terminate on February 27th, 2014, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "B" 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 "B" 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 -750. funSi. 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: 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, whether physical, emotional, consequential or otherwise, arising out, pertaining to, or related to the negligent performance of this Agreement by 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. 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 9A, 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) Liabili : 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 is 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 otherr 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 or 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: Building Division All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Shums Coda Associates Robert Sullivan, CFO, Principal 5776 Stoneridge Mall Road, Suite 180 Pleasanton, CA 94588 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 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 Shu d ssociate By Title Date CITY OF CUPERTINO A Municipal Corporation By Albert Salvador Title _Building Official Date February 28th, 2013 RECOMMEN ED FO APPROVAL: Title Director, Community Development APPROVED S TO FORM: v� Kc ity Attorney A/ TTEST: City lerk.^ •`° PLAN REVIEW SERVICES INSPECTION SERVICES Exhibit "A" (Scope of Services) Page 8 oif 9 Exhibit A c.- tj I it ' � � ., E�,h,rUrtA Scrape ofSeivtces: Plan Review: SCA will perform plan reviev,8 to cover one or more of the following disciplines: Architectural., structural, mec'aanieal, electrical, plumbing, disabled access and energy in conformance with the 2010 California international/Uniform Building Codes (all as modified or amended by the City). SCA will provide a first check, and if needed, a second and quick third check for each review based on Sixty - Five percent (65 %) of the plan review fees as calculated per the jurisdiction. Extensive third reviews (or more) shall be billed on an hourly basis per the rate schedule below. Comment Lists and flans Delivery; Plan reviews result in typed lists of comments which refer to specific details and drawings„ and reference applicable code sections;. SCA will transport plans and comments to the City in person, or via email, FAX, and/or reliable overnight carrier. Overnight delivery is available at no additional cost. When deemed beneficial by the City, to expedite or clarify plan review items, SCA will contact the applicant/designers directly to resolve these issues, but in no instance shall the plans be resubmitted directly to SCA. All reviewed and approved documents shall be returned to the City after the plan review proceK,s is completed. Turn -Around Schedules; Residential Plan reviews generally will be completed and returned to Jurisdiction typically within Ten (10) working days of the date the plans are received by SCA for the first plan review. More complex plan reviews including commercial and industrial would require at least fifteen (I5) working days for first turnaround. Re- checks shall typically be completed in five (5) working days, unless major revisions to the original design have been resubmitted by the applicant — in those cases, the first review turnaround times may be used on the rechecks, but only when discussed and agreed upon with the Building Official. if an expedited plan review is requested, the turn - around tirne would typically five (5) working days. Technical Sunport; When mutually agreed between the Jurisdiction and SCA as vital to project success, SCA staff will attend pre-construction or pre-design meetings, field visits or perform other special tasks as requested by the Jurisdiction. These special tasks shall be billed per the hourly rate schedule below. Availability: Typical response time for Plan Review requests made by the City will be a maximum of 24 hours; we will strive to answer via telephone with a response that will agree with the City's schedule. Inspections: Inspection requests shall be attempted to be filled in a maximum of 24 hours, but is dependent upon availability of SCA qualified personnel (if not. specifically assigned to the jurisdiction on a. regular schedule). Inspections will be billed on an hourly basis per attached schedule. I Of Percentage Based Plan Reviews City shall compensate consultant for services performed in accordance with the terms and conditions of this agreement, based on the rates set forth below. Compensation for all services described in Exhibit A plus reimbursable expenses shall not exceed of $175,000. Any work performed for expenses incurred for which payment would result in a total exceeding the maximum set forth herein shall be at no cost to the City. Rates As directed in writing by the City's Chief Building Official at the time the project was assigned: ■ 65% of plan review fees set by the City; or ■ On an hourly basis, based on the rates set forth below: The above fee covers all services associated with the typical plan review, including: • Pick — up and delivery of design documents to the jurisdiction. • First, second and quick third reviews to approve projects. Extensive plan reviews (longer third reviews or mere) that may be required to be charged on an hourly rate (See Schedule below). Further, smaller .projects that take one or more reviews may also be charged at an hourly rate when agreed upon with the City Building Official. Pre- application, pre - construction, or additional meeting attendance that is necessary for unusual or complex projects shall also be charged at the same hourly rate schedule. Expedited plan review fees will be as determined with agreement from the Building Official. Other Potential Fee Types for Building Departments For projects where percentage fees are not applicable, or for plan review projects requiring services far exceeding the normal expectations, the hourly rate schedule will be used to determine fees. Page 1 =%�'m„ p;,b xYyn� a a ;;. �; � x S'=5 `""' M "lig 'SSA y, y *. �px $ u„ ."�,4 is AW n� u#t^4> tTS. s' B P a • ® �„° I „ Page 1 Personnel. Charges — Plan Review and Inspection Services — Hourly Rates Personnel Description: Principal Senior Plan Review Engineer /Architect Plan Review Engineer /Architect Senior Fire Protection Engineer/Fire Inspector Fire Protection Engineer/Fire Inspector Permit Technician Clerical Support CASp Specialist Supervisor of Inspectors Senior Inspector /Project Manager Inspector II Inspector Reimbursable Expenses Hourly Billing ate: The following expenses may be reimbursed with prior authorization from the City • Printing, graphics, photography, and reproduction • Rental or purchase of special equipment and materials $160 $125 $115 $210 $195 $60 $55 $200 $125 $110 $95 $80 ** Hours for inspections in excess of 8 hours (per day) will also be billed as overtime at one and one -half times the regular hourly rate. n . Y^� "rm k,- {xa <'i, ynr .f s, AG.7Rd® CERTIFICATE OF LIABILITY INSURANCE DATE {MM /DD/YYYY) 3/12/2014 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 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 Tholts Insurance Service Inc. Lic #0243213 160 W. Santa Clara St. 12th Fl San Jose CA 95113 CONTACT Mind Charbonneau DAME: y PHONE (408) 792 -5400 A/C No: (908)792 -3633 6ZC E -MAIL mind charbonneau @nf com ADDRESS: y' p INSURER(S) AFFORDING COVERAGE NAIC# INSURER A:Hartford Casualty Ins Co #226 29424 INSURED Shums Coda & Associates 5776 Stoneridge Mall Road Suite 180 Ipleasanton CA 94588 INSURER B:Hartford Accident & Indemnity 22357 INSURERC:LlO ds of London — INSURER D: INSURER E: $ 2,000,000 INSURER F: X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx] OCCUR COVERAGES CERTIFICATE_ NUMBER:14 -15 GL /AU /EXC /WC /E &O REVISION NUMBER: 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 SUBR POLICY NUMBER POLICY EFF MM /DD/YYYY POLICY EXP (MM /DD/YYYY LIMITS GENERAL LIABILITY M Melendez /MMELEN — EACH OCCURRENCE $ 2,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx] OCCUR 57SBABZ4,608 /8/2019 /8/2015 DA PREMISES S MAGE (E. Ea occurrence ) $ 300,000 MED EXP (Any�one:person) $ 10,000 PERSONAL & ADV.INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 4,000,000 X POLICY 7 PRO LOC $ AUTOMOBILE LIABILITY _ COMBINED SINGLE LIMIT Ea accident $ 2,000,000 BODILY INJURY (Per person) $ A ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS 57SBABZ4608 /8/2014 /8/2015 BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ NON -OWNED HIRED AUTOS X AUTOS X UMBRELLA LAB X OCCUR EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000, 000 A EXCESS LAB CLAIMS -MADE DED I X I RETENTION$ 10,000 $ 7SBABZ4608 /8/2019 /8/2015 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y./ N ANY PROPRIETOR /PARTNER /EXECUTIVE X I WC,STAT,U- OTH- TORY LIMITS E.L.EACH ACCIDENT $ 1,000,000 OFFICER /MEMBER EXCLUDED? ❑ (Mandatory in NH) N/A 7WECYG2020 /9/2014 /9/2015 E. L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1 000,000 C Professional Liab 06231 -6 78/2019 /8/2015 Aggregate /Each Occur Limit $3mil /$3mil Errors & Omissions Deductible - per claim $10.,000 DESCRIPTION OF OPERATIONS./ LOCATIONS / VEHICLES' (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Cupertino, its officers, officials, employees, agents and volunteers are named as Additional Insured as respects to General Liability & Auto Liability per forms SS0008 04 -05 & SSO438 06 -01 attached. Workers Comp Waiver of Subrogaion applies per form WC:990303B attached. Form CIR attached. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010/05) INS025 (201005).01 © 1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN -City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Ave. - AUTHORIZED REPRESENTATIVE Cupertino, CA 95014 M Melendez /MMELEN ACORD 25 (2010/05) INS025 (201005).01 © 1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Insured: Shums Coda & Associates Policy #: 57SBABZ4608 BUSINESS LIABILITY COVERAGE FORK( 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will riot pay expenses for "bodily injury": are also insureds, but only with respect to a. Any Insured their duties as trustees. To any insured, except "volunteer workers ". 2. Each of the following is also.an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a.tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees ", other "executive than either your officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the persona partnership; joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts I -Aws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for: or disability benefits law or a similar law, (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicincl, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products - Completed Operations Hazard company), or to a co- "employee" white in the course of his or her Included with the "products - completed employment or performing duties operations hazard ". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child,, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your "executive officers" and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or director:,. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage" to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees ", "volunteer workers ", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker "), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper . temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of �- yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be -an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, '— other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded - only until.t_he 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and L_.SINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment' registered in Your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public. highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a, "Bodily injury" to a co- "employee" of the person driving the equipment: of b. "Property damage'' to properly owned by, rented to, in the charge of or occupied by you or the employer of any person. who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is art insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available -to that person or organization for this liability. However, no person or organization is an insured with respect to: a. '!Bodily•-injury" to a co- "employee" of the person operating the watercraft; or b. "Properly damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) cr organization(s) identified in Paragraphs a. through f. below are additional . insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVER. :FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises in connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured -by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific, container, pad or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or emissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting. on its behalf. However, this or sold in the regular course of the vendor's tto: exclusion does not applly y o: business and only if this Coverage Part provides coverage for "bodily 'injury" or (i)' The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products- completed operations hazard ". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor i:; (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement, or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that they containing such products. vendor would have in the absence; of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (c,) Any physical or chemical changes injury", "property damage „ or in the product made intentionally "personal and advertising injury” by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 f _J'INESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any ' "occurrence" which takes place after (1) Any state or political subdivision, but you cease to lease that equipment, only with respect to operations performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any ,person or organization from has issued a permit. whom you lease land or premises, but (2) VI(th respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply, to: . of that pait of the land or premises (a) "Bodily injury", "property damage" q 00 leased to you. or "personal and advertising L (2) With respect to the insurance afforded injury" arising out of operations a to these additional insureds, this performed for the state or insurance does not apply to: municipality; or o (a) Any r "occurrence" which takes " (b)" "Bodily injury" or "property damage" o place after you cease to lease that included within the "products- co land or be a tenant in that completed operations hazard ". b, premises; or f. Any Other Party n(b) Structural alterations, new (1) Any other person or organization who. L c� 0 construction or demolition operations performed by or on is not an insured under Paragraphs a. C) Ln behalf of such person or through e. above, but only with' ° organization. respect to liability for "bodily injury', property damage" or personal and d.. Architects, Engineers Or Surveyors advertising injury" caused, in whole or _ (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions .of those acting injury", "property damage" or "personal on your behalf: =- and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or _ (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard ", but ongoing operations performed by only if `—' • you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires, you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "properly damage" included arising out of the rendering of or the within the "products - _ failure to render any professional completed operations hazard ". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: — .maps, shop drawings, opinions, reports, surveys, field orders, "Bodily injury", "property damage" or "personal change ' orders, designs or and advertising injury" drawings and specifications; or arising out of the rendering of, or the failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 Insured: Shums Coda &.Associates Policy #: 57SBABZ4608 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO A14D NON- OWNED AUTO This endorsement modifies insurance provided under the following: BUSINESS MBILITY COVERAGE FORM A. Under B., EXCLUSIONS, 1. Applicable to Business Liability Coverage, exclusion g, does not apply to any 'auto' that is a 'non -owned auto'. A "non -owned auto" is an "auto" you do not own including but not limited to: 1. An "auto" that you lease, hire, rent or borrow; 2. A customer's "auto" that is in your care, custody or control for service; and 3. An 'employee's' "auto" while used in your business or personal affairs. This does not include a long -term leased "auto" that you insure as an owned "auto" under any other auto liability insurance policy or a temporary substitute for an `auto" you own that is out of service because of its breakdown, repair, servicing ordestruction. This includes 'autos' owned by your "employees' or partners or members of their households but only while used in your business or your personal affairs. B. With respect to the operation of a 'non -owned auto, WHO IS AN INSURED is replaced by the following: The following are "insureds': a. You. b. Your *employee' while using with your permission: (1) An'auto"you hire or borrow; or (2) An "auto" you don't own, hire or borrow in your business or personal affairs; or (3) An 'auto" hired or rented by your 'employee' on your behalf and at your direction. (2) Someone using a 'non -owned auto' while he or she is working in a business of selling, servicing, repairing, parking or storing 'autos' unless that business is yours. (3) Anyone other than your 'employees', partners, a lessee or borrower or any of their "employees'., while moving property to or from anon -owned auto (4) A partner of yours for a "non -owned auto" owned by him or her or a member of his or her household. d. Anyone liable for the conduct of an 'insured' described above but only to the extent of that liability. C. With respect to the operation of a "non -owned auto': 1. B. EXCLUSIONS, 1.e. does not apply to 'bodily injury' to domestic 'employees' not entitled to workers' compensation benefits or to liability assumed by the 'insured' under an "insured contract". 2. B. EXCLUSIONS, 1.f. is replaced by the following; 'Bodilyanjury' or 'property damage' arising out of the actual, alleged or threatened discharge, dispersal; seepage,- migration, release or escape of 'pollutants':. a. That are, or that are contained in any property that is: (1) Being transported or towed by, handled, or handled for movement into, onto or from, the covered 'auto'; c. Anyone also white using with your permission a (2) Otherwise in the course of transit by or on behalf of the 'insured'; or 'non -owned auto' except: (3) Being stored, disposed of, treated or (1) The owner or anyone also from whom you processed in or upon the covered 'auto'. hire or borrow a 'non -owned auto'. Form SS 04 38 06 01 Page 1 of 2 0 2001, The Hartford b. Before the 'pollutants' or any property in 3. Coverage does not apply to 'bodily injury' to any which the "pollutants' are contained are fellow 'employee' of the 'insured' arising out of moved from the place where they are the operation of an 'auto' owned by the `insured' accepted by the 'insured' for movement into in the course of the fellow 'employee's' or onto the. covered 'auto'; or employment. c. After the 'pollutants' or any property in which 4. Coverage does not apply to 'property damage' the 'pollutants' are contained are moved from Involving property the covered'auto' to the place where they are 'insured' orIn heo'insured'stracare, custody the finally delivered, disposed of or abandoned by control. ody or the 'insured'. Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases . or other similar 'pollutants' that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered 'auto' or its parts, if (1) The 'pollutants' escape, seep, migrate, or are discharged or released directly from an 'auto' part designed by its manufacturer to hold, store, receive, or dispose of such 'pollutants'; and (2) The 'bodily injury' and 'property damage' does not arise out of the operation of any equipment listed in paragraphs 13.b. and 13.c. of the definition of 'mobile equipment. Paragraphs b. and c. above do not apply to 'accidents' that occur away from premises owned by or rented to an 'insured' with respect to 'pollutants' not in or upon a covered 'auto' if: (1) The 'pollutants' or any property in which the 'pollutants' are contained are upset, overturned or damaged as a result of the maintenance or use of a covered 'auto'; and (2) The discharge, dispersal, seepage, migration, release or escape of the 'pollutants' is caused directly by such . upset, overturn or damage. 'Pollutants' means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke,, vapor, soot, fumes, acids, alkalis, chemicals. and waste. Waste includes material to be recyled, reconditioned or reclaimed. D. With respect to the operation of a 'non -owned auto', the following additional conditions apply: 1. OTHER INSURANCE a. Except for any liability assumed under an 'insured' contract' the insurance provided by this Coverage Form is excess over any other collectible insurance. However, if your business is the selling, servicing, repairing, parking or storage of "autos ", the insurance provided by this endorsement is primary when covered "bodily injury" or "property damage" arises out of the operation of a customer's "auto" by you or your `employee ". b. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 2. TWO OR MORE COVERAGE FORMS OR POLICIES ISSUED BY US It the Coverage Form and any other Coverage Form or policy issued to you by us or any company affiliated with us apply to the same 'accident% the. aggregate maximum Limit of Insurance under all the Coverage Forms or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy. This condition does not apply to any Coverage Form or policy issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form. Page 2 of 2 Form SS 04 38 06 01 Insured: Shums Coda & Associates Policy #57WECYG2020 EXTENDED OPTIONS 1. Employers' Liability Insurance Item 3.6. of the Information Page is replaced by the following: B. Employers' Liability Insurance: 1. Part Two of the policy applies to work in each state listed in Item 3,A. The Limits of Liability under Part Two are the higher °of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2. The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. 2. Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure. 3. Waiver of Our Right To Recover From Others - - A. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. 4. Foreign Voluntary Compensation and Employers' Liability Reimbursement A. How This Reimbursement Applies Form WC 99 03 03 B Printed in U.S.A. (Ed_ 8/00) This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an officer or employee. 2. The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1. of this provision. 3. Bodily injury by accident must occur during the policy. period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee's last exposure to those conditions of your employment must occur during the policy period. B. We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers' compensation law of the state of hire of the individual employee. 2. sums to which Part Two (Employers' Liability Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page. C. Exclusions This insurance does not cover: 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or _ economic sanctions - imposed by the Taws or regulations of the United States of America in effect as of the inception date of this policy. 2. any obligation imposed by a workers' compensation or occupational disease law, or similar law. 3. bodily injury intentionally caused or aggravated by you. Page 4 of 6