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15-028 MTH Engineers for the assessment of the Fire Alarm System at Quinlan Community Center AGREEMENT BETWEEN THE CITY OF CUPERTINO AND MTH ENGINEERS FOR CONSULTANT SERVICES FOR THE ASSESSMENT OF THE FIRE ALARM SYSTEM AT QUINLAN COMMUNITY CENTER THIS AGREEMENT,for reference dated MP✓G1A 170* ,2015,is by and between CITY OF CUPERTINO,a municipal corporation(hereinafter referred to as"City"),and MTH Engineers,a (California corporation)whose address is 3350 Scott Blvd.,Bldg. 11,Santa Clara,CA 95054(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 the assessment of the fire alarm system at Quinlan Community Center 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 the date this agreement is executed and shall terminate on May 31,2015,unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit"A"titled"Scope of Services" which is attached hereto and incorporated herein by this reference. 3. SCHEDULE OF PERFORMANCE: The Services of Consultant are to be completed according to the schedule set out in Exhibit B, titled"Schedule of Performance",which is attached hereto and incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed SEVEN THOUSAND DOLLARS ($ 7,000). The rate of payment is set out in Exhibit C, titled "Compensation",which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase,clearly stating as a minimum the total Contract amount,amount paid to date, percent complete and amount due. Page 1 of 10 City of Cupertino Design Professional Agreement For the Quinlan Community Center Fire Alarm System Assessment 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. 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. 7. 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. 8. IMMIGRATION REFORM AND CONTROL ACT (IBCA): 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. 9. 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. 10. PROJECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. Alex Acenas is hereby designated as the Director of Public Works' designee and Project Manager,and shall supervise the progress and execution of this Agreement. CONSULTANT: Consultant shall assign a single Consultant Project Manager to have overall responsibility for the progress and execution of this Agreement for Consultant. Should circumstances or conditions subsequent to the execution of the Agreement require a substitute Consultant Project Manager for any reason, the Consultant Project Manager designee shall be subject to the prior written acceptance Page 2 of 10 City of Cupertino Design Professional Agreement For the Quinlan Community Center Fire Alarm System Assessment and approval of the City Project Manager. The designated Consultant Project Manager shall be Julio Herdocia. 11. HOLD HARMLESS: A. Indemnity Obligations Subject to Civil Code Section 2782.8. 1. 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. 2. Notwithstanding the foregoing,the Consultant has no duty to provide or to pay for an up-front defense against unproven claims or allegations, but shall pay or reimburse the City for its reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation to the extent caused by the negligence, recklessness, or willful misconduct of Consultant or its employees, officers, officials, agents or independent contractors. However,the Consultant shall provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing,defending,and resolving such claims. B. Claims for Other Liability. For all liabilities other than those included within paragraph A. above,Consultant shall,to the fullest extent allowed by law,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 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. 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 Page 3 of 10 City of Cupertino Design Professional Agreement For the Quinlan Community Center Fire Alarm System Assessment 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. 12. INSURANCE: On or before the commencement of the term of this Agreement,Consultant shall furnish City with certificates showing the type,amount,effective dates and dates of expiration of insurance coverage in compliance with paragraphs 12A,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 before the expiration date thereof,the insurer affording coverage shall provide thirty(30)days'advance written notice to the City of Cupertino,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 authorized to do insurance business in the State of California. Endorsements naming the City as additional insured in relation to the commercial general liability and commercial automobile liability policies 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: Commercial 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 accident (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 per claim and in the aggregate. 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 commercial 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 commercial 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 Page 4 of 10 City of Cupertino Design Professional Agreement For the Quinlan Community Center Fire Alarm System Assessment 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 worker's compensation and professional liability insurance,required by this Agreement. 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. 13. 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. 14. 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. 15. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained,only those people and subcontractors whose names are included in this Agreement shall be used in the performance of this Agreement. Page 5 of 10 City of Cupertino Design Professional Agreement For the Quinlan Community Center Fire Alarm System Assessment 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. 16. 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. 17. OWNERSHIP OF WORK: A. Any interest(including copyright interests)of Consultant and its subconsultants in each and every study,document,report,draft,memoranda,work product,map,record,plan, drawing,specification and other deliverable,in any medium prepared or created by Consultant or its subconsultants pursuant to or in connection with this Agreement,shall be the exclusive property of City. To the extent permitted by Title 17 of U.S.Code,all work product prepared or created under this Agreement shall be deemed works for hire and all copyrights in such works shall be the property of City. In the event that it is ever determined that any works prepared or created by Consultant or any subconsultant under this Agreement are not works for hire under U.S.law,Consultant hereby assigns to City all copyrights to such works when and as created. With Owner's prior written approval,Consultant may retain and use copies of such works for reference and as documentation of its experience and capabilities and in its promotional materials. With respect to Consultant's standard details,Consultant may retain the copyright, but grants to City a perpetual non-exclusive license to use such details in connection with the Project. B. Without limiting any other City right to any of the works prepared or created by Consultant or its subconsultants,all works 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. Any City reuse of works shall be subject to California Business and Professions Code Sections 5536.25,6735,6735.3 or 6735.4,if and to the extent applicable. Any City reuse of works for any purpose other than those in B(1)through B(3)above,and any modifications to any of the works,shall be at City's sole risk and expense. D. Consultant shall,at such time and in such form as City may require,furnish reports concerning the status of services required under this Agreement. E. All written work required to be provided by this Agreement(other than large-scale architectural plans and similar items)shall be printed on recycled paper and shall be copied on both sides of the paper except for one original,which shall be single sided. Page 6 of 10 City of Cupertino Design Professional Agreement For the Quinlan Community Center Fire Alarm System Assessment F. No work,information or other data given to or prepared created or assembled by Consultant or any of its subconsultants pursuant to this Agreement,shall be made available to any individual or organization by Consultant or any subconsultant without prior approval by City. G. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables.Plans shall be in CAD and PDF formats,and other documents shall be in Microsoft Word and PDF formats. 18. 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 there from 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. 19. 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 Attn:Alex Acenas,PW Project Manager 10300 Torre Ave. Cupertino CA 95014 All notices,demands,requests,or approvals from City to Consultant shall be addressed to Consultant at: MTH Engineers Attn:Julio Herdocia 3350 Scott Blvd.,Bldg. 11 Santa Clara,CA 95054 Page 7 of 10 City of Cupertino Design Professional Agreement For the Quinlan Community Center Fire Alarm System Assessment 20. 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. In the event of termination,Consultant shall deliver to City,copies of all reports,documents,and other work performed by Consultant under this Agreement. 21. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances,rules and regulations enacted or issued by City. 22. 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. 23. 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. 24. WAIVER: A waiver by City of any breach of any tern,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. 25. 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. Page 8 of 10 City of Cupertino Design Professional Agreement For the Quinlan Community Center Fire Alarm System Assessment 26. GIFTS: A. Consultant is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee,which prohibition is found in City Administrative Procedures. B. Consultant agrees not to offer any City officer or designated employee any gift prohibited by the Administrative Procedures. C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by Consultant. In addition to any other remedies,City may have in law or equity, City may terminate this Agreement for such breach as provided in Section 19 of this Agreement. 27. 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. 28. 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. Page 9 of 10 City of Cupertino Design Professional Agreement For the Quinlan Community Center Fire Alarm System Assessment P.O.No.: IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CONSULTANT CITY OF CUPERTINO A Municipal Corporation MTH Engineers By Timm Borden, erector of Public Works Date Title Title Date Tax I.D. No.:7 7- OV Z3 t 6 G APPROVED AS TO FORM: Address: 1 C4 / Carol Korade,City Attorney ATTEST: Grace Schmidt,City erk Contract Amount:$7,000 I 1 Account No. : 100-82-806-700-702-QCC 004-01-01 Page 10 of 10 City of Cupertino Design Professional Agreement For the Quinlan Community Center Fire Alarm System Assessment EXHIBIT A SCOPE OF SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to the assessment of the existing fire alarm system in the Quinlan Community Center at 10185 N.Stelling Rd., Cupertino, CA. SECTION 1. GENERAL A. General PROJECT Description:The PROJECT involves the assessment of the existing fire alarm system in the Quinlan Community Center to allow City to decide what course of action to take,if any, in terms of upgrading or replacing it. B. General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY,in accordance with the express terms hereof,including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee(hereinafter collectively "CITY") only. The CITY shall resolve.any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as directed by the CITY. 4. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall.be satisfactory to the CITY. CONSULTANT shall not substitute any team members without the prior approval of the CITY. 5. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule for the performance included in EXHIBIT B,may be adjusted by mutual agreement. 6. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY,research applicable design criteria,and communicate with members of the PROJECT team. 7. CONSULTANT shall submit deliverables to the CITY, according to SECTION 2— "TASKS", of this EXHIBIT A for purposes of evaluation and approval by the CITY. Page 1 of 4 MM Engineers Agreement Fire Alarm System Assessment at Quinlan Community Center Exhibits C. Estimate of Probable Construction Cost.CONSULTANT shall provide an Estimate of Probable Construction Cost. SECTION 2. TASKS 1. Review existing fire alarm design drawings,specifications, as-built fire alarm shop drawings, and CSFM data sheets of Fire Alarm Control Panel and Devices 2. Field survey the existing fire alarm system installation,including Fire Alarm Control Panel, any Remote Annunciator,type and location of all Initiating Devices, and type and location of all Notification Appliances(with assistance from City Maintenance Staff). 3. Interview City Staff and the City's third party maintenance company to confirm the system areas of conern and to establish fire alarm system operation. 4. Prepare a report documenting findings,discussing expected remaining life of the system,compliance with current fire codes, system upgrade options and rough order of magnitude cost for the proposed options. 5. Attend meeting to present report to City Staff, answer any questions and incorporate City's comments on the final report. Assumptions/Clarifications: 1. Consultant will use existing fire alarm plan drawings,if needed,to show the existing fire alarm system installation.No new drawings will be developed for the assessment. 2. Codes to be used for the assessment are: a. 2013 California Fire Code b. 2013 California Building Code c. 2013 NFPA 72 National Fire Alarm and Signaling Code d. 2013 ADA Standards EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by April 30,2015. Page 2 of 4 MTM Engineers Agreement Fire Alarm System Assessment at Quinlan Community Center Exhibits EXHIBIT C COMPENSATION A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for professional services and reimbursable expenses,shall not exceed SEVEN THOUSAND DOLLARS ($ 7,000). B. Method of Payment For the aforementioned Tasks, CONSULTANT shall invoice the CITY at the completion of all the tasks.Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY,the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty(30)working days of receipt of the Invoice. C. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. D. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT's lump sum compensation,including, but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test prints,81/2"x 11" copies or fax copies. There are no separate reimbursable expenses for Basic Services performed under EXHIBIT A. E. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CITY.The CITY has set aside the sum of TWO THOUSAND DOLLARS($2,000)for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. In the event Additional Services are authorized, CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule attached to this EXHIBIT C. The rates shown in the EXHIBIT C-1 sall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C. Page 3 of 4 MTH Engineers Agreement Fire Alarm System Assessment at Quinlan Community Center Exhibits EXHIBIT C-1 CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES MTH Engineers Description Billing Rate/Hr. Principal Engineer S165 Supervising Engineer $145 Senior Engineer $130 Engineer $120 Designer $110 CAD Drafting $105 Clerical/Technical Support $65 Page 4 of 4 MTH Engineers Agreement Fire Alarm System Assessment at Quinlan Community Center Exhibits MTHEN-2 OP ID: MD —f�a�pRO� DATE(MM/DDIYYYY) CERTIFICATE OF LIABILITYINSURANCE 03/12/2015 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(les) 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 Phone:408-288-6262 NAME:CONTACT Leavitt Pacific Ins.License#OD79674 Brokers Fax:408-298-7635 PHONE N Ext): Fvc,No): 1330 S.Bascom Ave. EMAIL San Jose,CA 95128 ADDRESS: Sandra Brown INSURERS AFFORDING COVERAGE NAIC# INSURER A:Transportation Insurance Co. 20494 INSURED MTH Engineers Inc. INSURER B:Allstate Insurance Company 19232 3350 Scott Blvd.,Bldg.11 INSURER C:Oak River Insurance Company 34630 Santa Clara,CA 95054 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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 ADDTYPE OF INSURANCE INSR SUER POLICY NUMBER MM/DDfYYYY MLICY EFF M DD Y EXP LTR fYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X X B4029413370 04/01/2014 04/01/2015AMAGE TO RENTED 300,00 PREMISES Ea occurrence $ CLAIMS-MADE FXI 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 X POLICY jrCTPRO Loc Emp Ben. $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 11000,000 Ea accident B ANYAUTO X X 048328286 04/01/2014 04/01/2015 BODILY INJURY(Per person) $ ALLOWNED Ix SCHEDULED BODILYINJURY(Peraccident) $ AUTOS AUTOS XHIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 A EXCESS LIAB CLAIMS-MADE B4029413417 04/01/2014 04/01/2015 AGGREGATE $ 1,000,000 DED I X I RETENTION$ 10000 $ WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS'LIABILITY T DRY LIMITS ER C ANY PROPRIETOR/PARTNER/EXECUTIVE YIN 2200006181141 04/01/2014 04/01/2015 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are named as Additional Insured per attached GL form SB-146932-E Including Waiver. Auto AI/Waiver per form AACW201011 applies and attached. CERTIFICATE HOLDER CANCELLATION CITYCU1 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. Attn:City Manager 10300 Torre Ave AUTHORIZED REPRESENTATIVE Cupertino,CA 95014 r ��. ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD CNA s BEd 06/i ) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED — LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED—BLANKET VENDORS own acts or omission or those of its employees or anyone else acting on its WHO IS AN INSURED is amended to include as an behalf. However, this exclusion does not additional insured any person or organization (referred apply to: to below as vendor) with whom you agreed, because of a written contract or agreement to provide (1) The exceptions contained in insurance, but only with respect to "bodily injury" or Subparagraphs d. or f.;or "property damage" arising out of "your products"which (2) Such inspections, adjustments, tests or are distributed or sold in the regular course of the servicing as the vendor has agreed to vendor's business, subject to the following additional make or normally undertakes to make in exclusions: the usual course of business, in 1. The insurance afforded the vendor does not apply connection with the distribution or sale of to: the products. a. "Bodily injury" or "property damage" for which 2. This insurance does not apply to any insured the vendor is obligated to pay damages by person or organization, from whom you have reason of the assumption of liability in a acquired such products, or any ingredient, part or contract or agreement. This exclusion does container, entering into, accompanying or not apply to liability for damages that the containing such products. vendor would have in the absence of the 3. This provision 2. does not apply to any vendor contract or agreement; included as an insured by an endorsement issued b. Any express warranty unauthorized by you; by us and made a part of this Policy. c. Any physical or chemical change in the 4. This provision 2.does not apply if"bodily injury"or product made intentionally by the vendor; "property damage" included within the "products- completed operations hazard" is excluded either d. Repackaging, except when unpacked solely by the provisions of the Policy or by endorsement. for the purpose of inspection, demonstration, 2 MISCELLANEOUS ADDITIONAL INSUREDS testing, or the substitution of parts under instructions from the manufacturer, and then WHO IS AN INSURED is amended to include as an repackaged in the original container; insured any person or organization (called additional e. Any failure to make such inspections, insured) described in paragraphs 2.a. through 2.11. adjustments, tests or servicing as the vendor below whom you are required to add as an additional has agreed to make or normally undertakes to insured on this policy under a written contract or make in the usual course of business, in agreement but the written contract or agreement must connection with the distribution or sale of the be: products; 1. Currently in effect or becoming effective during the f. Demonstration, installation, servicing or repair term of this policy;and operations, except such operations performed 2. Executed prior to the "bodily injury," "property at the vendor's premises in connection with damage"or"personal and advertising injury,"but the sale of the product; Only the following persons or organizations are g. Products which, after distribution or sale by additional insureds under this endorsement and you, have been labeled or relabeled or used coverage provided to such additional insureds is as a container, part or ingredient of any other limited as provided herein: thing or substance by or for the vendor;or a. Additional Insured—Your Work h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its That person or organization for whom you do work is an additional insured solely for liability SB-146932-E Page 1 of 5 (Ed. 06/11) CNA S(Ea 06 i ) due to your negligence specifically resulting This insurance does not apply to "bodily from your work for the additional insured injury," "property damage" or "personal and which is the subject of the written contract or advertising injury" arising out of operations written agreement. No coverage applies to performed for the state or municipality. liability resulting from the sole negligence of c. Controlling Interest the additional insured. The insurance provided to the additional Any ,persons or organizations with a insured is limited as follows: controlling interest in you but only with respect to their liability arising out of: (1) The Limits of Insurance applicable to the (1) Their financial control of you;or additional insured are those specified in the written contract or written agreement (2) Premises they own, maintain or control or in the Declarations of this policy, while you lease or occupy these whichever is less. These Limits of premises. Insurance are inclusive of, and not in addition to,the Limits of Insurance shown This insurance does not apply to structural in the Declarations. alterations, new construction and demolition operations performed by or for such additional (2) The coverage provided to the additional insured. insured by this endorsement and paragraph F.9.of the definition of"insured d. Managers or Lessors of Premises contract" under Liability and Medical A manager or lessor of premises but only with Expenses Definitions do not apply to respect to liability arising out of the ownership, bodily injury' or property damage maintenance or use of that specific part of the arising out of the "products-completed premises leased to you and subject to the operations hazard"unless required by the following additional exclusions: written contract or written agreement. (3) The insurance provided to the additional This insurance does not apply to: insured does not apply to "bodily injury," (1) Any 'occurrence" which takes place after "property damage," or "personal and you cease to be a tenant in that premises; advertising injury" arising out of the or rendering or failure to render any (2) Structural alterations, new construction or professional services. demolition operations performed by or on b. State or Political Subdivisions behalf of such additional insured. A state or political subdivision subject to the e. Mortgagee,Assignee or Receiver following provisions: A mortgagee, assignee or receiver but only (1) This insurance applies only with respect with respect to their liability as mortgagee, to the following hazards for which the assignee, or receiver and arising out of the state or political subdivision has issued a ownership, maintenance,or use of a premises o' permit in connection with premises you by you. N own, rent, or control and to which this This insurance does not apply to structural insurance applies: alterations, new construction or demolition (a) The existence, maintenance, repair, operations performed by or for such additional construction, erection, or removal of insured. advertising signs, awnings, canopies, f. Owners/Other Interests–Land is Leased _ cellar entrances, coal holes, driveways, manholes, marquees, An owner or other interest from whom land hoistaway openings, sidewalk vaults, has been leased by you but only with respect street banners, or decorations and to liability arising out of the ownership, similar exposures;or maintenance or use of that specific part of the =� (b) The construction, erection, or land leased to you and subject to the following — removal of elevators;or additional exclusions: (2) This insurance applies only with respect This insurance does not apply to: to operations performed by you or on your (1) Any 'occurrence" which takes place behalf for which the state or political after you cease to lease that land;or subdivision has issued a permit. SB-146932-E Page 2 of 5 (Ed. 06/11) -14693 CAM S (Ed. 06/1 ) (2) Structural alterations, new Damage To Property, is replaced by the construction or demolition operations following: performed by or on behalf of such additional insured. k. Damage To Property g. Co-owner of Insured Premises "Property damage"to: A co-owner of a premises co-owned by you 1. Property you own, rent or occupy, and covered under this insurance but only including any costs or expenses with respect to the co-owners liability as co- incurred by you, or any other person, owner of such premises. organization or entity, for repair, replacement, enhancement, h. Lessor of Equipment restoration or maintenance of such Any person or organization from whom you property for any reason, including lease equipment. Such person or organization prevention of injury to a person or are insureds only with respect to their liability damage to another's property; arising out of the maintenance, operation or 2. Premises you sell, give away or use by you of equipment leased to you by abandon, if the "property damage" such person or organization. A person's or arises out of any part of those organization's status as an insured under this premises; endorsement ends when their written contract 3. Property loaned to you; or agreement with you for such leased equipment ends. 4. Personal property in the care, With respect to the insurance afforded these custody or control of the insured; additional insureds, the following additional 5. That particular part of any real exclusions apply: property on which you or any This insurance does not apply: contractors or subcontractors working directly or indirectly in your behalf are (1) To any "occurrence" which takes place performing operations, if the"property after the equipment lease expires;or damage" arises out of those 2 To "bodily injury," "property damage" or operations;or "personal and advertising injury" arising 6. That particular part of any property out of the sole negligence of such that must be restored, repaired or additional insured. replaced because "your work" was Any insurance provided to an additional insured incorrectly performed on it. designated under paragraphs b. through h. above Paragraph 2 of this exclusion does not does not apply to "bodily injury" or "property apply if the premises are "your work" and damage" included within the "products-completed were never occupied, rented or held for operations hazard." rental by you. 3. The following is added to Paragraph H. of the Paragraphs 1, 3, and 4, of this exclusion BUSINESSOWNERS COMMON POLICY do not apply to "property damage" (other CONDITIONS: than damage by fire or explosion) to H. Other Insurance premises: 4. This insurance is excess over any other (1) rented to you: insurance naming the additional insured (2) temporarily occupied by you with the as an insured whether primary, excess, permission of the owner, or contingent or on any other basis unless a (3) to the contents of premises rented to written contract or written agreement you for a period of 7 or fewer specifically requires that this insurance be consecutive days. either primary or primary and A separate limit of insurance applies to noncontributing. Damage To Premises Rented To You as 4. LEGAL LIABILITY—DAMAGE TO PREMISES described in Section D — Liability and A. Under B. Exclusions, 1. Applicable to Medical Expenses Limits of Insurance. Business Liability Coverage, Exclusion k. SB-1 46932-E Page 3 of 5 (Ed. 06/11) CAM s (Ed.06/11) Paragraphs 3, 4, 5, and 6 of this (2) Any partner, if you or an additional exclusion do not apply to liability insured is a partnership; assumed under a sidetrack agreement. (3) Any manager, if you or an additional Paragraph 6 of this exclusion does not insured is a limited liability company; apply to "property damage" included in the "products-completed operations (4) Any "executive officer" or insurance hazard." manager, if you or an additional insured is a corporation; B. Under B. Exclusions, 1. Applicable to (5) Any trustee, if you or an additional Business Liability Coverage, the last paragraph of 2. Exclusions is deleted and insured is a trust;or replaced by the following: (6) Any elected or appointed official, if you or Exclusions c, d,e,f, g, h, i, k, I, m, n, and o, an additional insured is a political do not apply to damage by fire to premises subdivision or public entity. while rented to you or temporarily occupied by This paragraph e. applies separately to you you with permission of the owner or to the and any additional insured. contents of premises rented to you for a period of 7 or fewer consecutive days. A 7. Bodily Injury separate limit of insurance applies to this Section F. Liability and Medical Expenses coverage as described in Section D. Liability Definitions, item 3. "Bodily Injury" is deleted and And Medical Expenses Limits Of replaced with the following: Insurance. "Bodily injury" means bodily injury, sickness or C. The first Paragraph under item 5. Damage To disease sustained by a person, including death, Premises Rented To You Limit of Section humiliation, shock, mental anguish or mental D. Liability And Medical Expenses Limits injury by that person at any time which results as Of Insurance is replaced by the following: a consequence of the bodily injury, sickness or The most we will pay under Business Liability disease. for damages because of "property damage" g, Expanded Personal and Advertising Injury to any one premises,while rented to you, or Definition temporarily occupied by you, with the permission of the owner, including contents of a. The following is added to Section F. Liability such premises rented to you for a period of 7 and Medical Expenses Definitions, item 14. or fewer consecutive days, is the Damage to Personal and Advertising Injury, in the Premises Rented to You limit shown in the Businessowners General Liability m Declaration. Coverage Form: N 5. Blanket Waiver of Subrogation h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural We waive any right of recovery we may have person; but only if such discrimination or against: humiliation is: a. Any person or organization with whom you 1. Not done intentionally by or at the have a written contract that requires such a direction of: waiver. 6. Broad Knowledge of Occurrence a. The insured;or b. Any "executive officer," director, The following items are added to E. stockholder, partner, member or Businessowners General Liability Conditions manager (if you are a limited liability in the Businessowners Liability Coverage company) of the insured;and Form: 2. Not directly or indirectly related to the e. Paragraphs a. and b. apply to you or to any employment, prospective employment, „ additional insured only when such past employment or termination of "occurrence,"offense, claim or"suit' is known employment of any person or person by to: any insured. (1) You or any additional insured that is an b. The following is added to Exclusions, Section individual; B.: SB-146932-E Page 4 of 5 (Ed. 06/11) CNA SB-1(Ed.6 06/1 ) (15)Discrimination Relating to Room, Personal and Advertising Injury Liability is Dwelling or Premises excluded either by the provisions of the Policy Caused by discrimination directly or or by endorsement. indirectly related to the sale, rental, lease 9. Personal and Advertising Injury Re-defined or sub-lease or prospective sale, rental, Section F. Liability and Medical Expenses lease or sub-lease of any room, dwelling Definitions, item 14, Personal Advertising Injury, or premises by or at the direction of any Paragraph c. is replaced by the following: insured. (16)Fines or Penalties c. The wrongful eviction from, wrongful entry into, or invasion of the right of private Fines or penalties levied or imposed by a occupancy of a room dwelling or premises governmental entity because of that a person or organization occupies discrimination. committed by or on behalf of it's owner, c. This provision (Expanded Personal and landlord or lessor. Advertising Injury) does not apply if SB-1 46932-E Page 5 of 5 (Ed.06/11) COMMERCIAL AUTO AA CW 20 10 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO ENHANCEMENT ENDORSEMENT Coverage provided under this policy is modified by the attachment of this endorsement If there is any conflict in coverage provisions between this form and any state specific endorsement also attached to this policy, the provision(s) of the state specific form shall apply. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM In SECTION I-COVERED AUTOS, the following changes are made: The following is added: D. Physical Damage Coverage for Temporary d. Any organization, other than a partnership or joint Substitute and Leased Autos venture, over which you maintain ownership or in which you hold a majority interest. This provision If Physical Damage Coverage is provided by this applies only if there is no similar insurance provided policy,the following kinds of"autos"are covered to that organization. "autos"for the same coverages provided by the e. Any organization you acquire or form after policy policy: i inception, other than a partnership or joint venture, 1. Any private passenger "auto", or other than over which you maintain ownership, or in which private passenger vehicle with gross vehicle you hold a majority interest. Coverage under this weight of 20,000 lbs. or less, you do not own provision does not apply; while used with the permission of the owner as (1) If there is similar insurance provided to that a temporary substitute for a covered"auto"you organization; or own that is out of service because of its: (2) To "bodily injury" or "property damage" that occurred before you acquired or formed the a. Breakdown; organization. b. Repair; f. Any person or organization that you are required to c. Servicing; name as an additional insured under the terms of a written job contract, or by written insurance d. "Loss"; or requirements executed.prior to any covered 'loss" e. Destruction. or claim. This protection applies only if the person or organization is liable for the conduct of an 2. Private passenger"autos"and other than private "insured"and only to the extent of that liability. passenger vehicles with gross vehicle weight of 10,000 lbs. or less, leased, hired, rented, or borrowed for a period of 30 days or less.This Under A Coverage, Coverage Extensions, does not include any vehicle you lease, hire, Supplementary Payments, subparagraphs (2) and (4) rent, or borrow from any of your "employees" are replaced with the following: or partners or members of their households. (2) Up to $5,000 for cost of bail bonds (including In SECTION II — LIABILITY COVERAGE, the bonds for related traffic law violations) required following changes are made: because of an "accident" we cover. We do not have to furnish these bonds. Under A. Coverage, Who Is An Insured, the following is added: Includes copyrighted material of Insurance Services Office, Inc.,with its permission AA CW 20 10 11 Allstate Insurance Company Page 1 of 3 Insured Copy (4) All reasonable expenses incurred by the"insured" (4) Costs for extended warranties, Credit at our request, including loss of earnings up to Life Insurance, Health, Accident or $500 a day because of time off from work. Disability Insurance purchased with the loan or lease; and Under B. Exclusions, Fellow Employee, the following (5) Carry-over balances from previous loans paragraph is added: or leases. But this exclusion does not apply to "bodily injury"to Under D. Deductible, the following paragraph is a fellow "employee" caused by any person whose added: position within the insured organization is at or above When Collision Coverage is provided by this the level of manager or supervisor. policy, the deductible amount will not be Coverage afforded by this provision is excess over subtracted from the loss payment in collisions any other collectible insurance. involving your covered 'auto"and another auto covered by Allstate Insurance Company or any of it's affiliates. In SECTION III - PHYSICAL DAMAGE COVERAGE, the following changes are made: In SECTION IV - BUSINESS AUTO Under A Coverage, Glass Breakage - Hitting A Bird CONDITIONS, the following changes are made: Or Animal- Falling Objects Or Missiles, the following is added: Under A Loss Conditions, Duties In The Event If damage to glass is repaired in lieu of being Of Accident, Claim, Suit Or Loss Condition, the replaced, no deductible will apply for repair only. following is added under subpart a: Knowledge of an "accident" or "loss" by any of Under A Coverage, Coverage Extensions, the your agents, servants or "employees"shall not following is added: in itself constitute knowledge by you, unless c. Personal Effects Coverage you or one of your corporate officers or managers, or any assignee, shall have received In the event of a total theft of your covered "auto", such notice from the agent, servant or for which you carry either Comprehensive or "employee". Specified Causes of Loss coverage, we will pay up to $500 for the personal effects which are: 1. owned by you; and When you report an occurrence of any "accident"or"loss"to a Worker's Compensation 2. in your covered "auto"at the time of the total theft carrier or self insured plan providing the named of such "auto". insured's Worker's Compensation insurance No deductible applies to Personal Effects Coverage. which later develops into a claim submitted under this policy, failure to report such Under A Coverage, the following is added: "accident"or 'loss" to us at the same time shall not be deemed a violation of this condition. 5. Lease and Loan Gap Coverage After you become aware of such liability claim In the event of a total "loss" to a covered "auto" arising from the "accident" or "loss", you must shown in the Schedule or Declarations for which a give us prompt notice. specific premium charge indicates that physical damage coverage applies, we will pay any unpaid amount due on the lease or loan for a covered Under A Loss Conditions, Transfer of Rights of "auto", less: Recovery Against Others To Us, the following a. The amount paid under the Physical Damage is added: Coverage section of the policy; and We waive any right of recovery we may have against any person or organization because of b. Any: payments we make for injury or damage arising out (1) Overdue lease/loan payments at the time of of work you perform under a contract with such the'loss"; person or organization, in which you have agreed (2) Financial penalties imposed under a to waive your right of such recovery. lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; Includes copyrighted material of Insurance Services Office, Inc., with its permission AA CW 20 1011 Allstate Insurance Company Page 2 of 3 Insured Copy Under B. General Conditions, Concealment, Misrepresentation Or Fraud, the following is added: This condition does not apply to any omission or failure to provide material facts if the omission or failure was unintentional. Includes copyrighted material of Insurance Services Office, Inc.,with its permission AA CW 20 10 11 Allstate Insurance Company Page 3 of 3 Insured Copy Client#:269 MTHENGINE ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 3/12M/DDN 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 CONTACT Mandy Guo Dealey,Renton&Associates PHONE 510 465-3090 FAX/, 510 452-2193 A/C No Ext): AIC No P.O.Box 12675 E-MAIL ADDRESS: mguo@insdra.com Oakland,CA 94604-2675 INSURERS)AFFORDING COVERAGE NAIC# 510 465-3090 INSURER A:U.S.Specialty Insurance Compan 29599 INSURED INSURER B: MTH Engineers,Inc. INSURERC: 3350 Scott Boulevard,Bldg.11 INSURER D Santa Clara,CA 95054 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 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 CONTRACTOR 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY PREMISES Ea occur ence $ CLAIMS-MADE 71OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GE N'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG $ POLICY JEC LOC 1 1 $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY YIN N ANY PROPRIETOR/PARTNER/EXECUTIVEE.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? F—] N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional USS1425292 10/25/2014 10/25/201 $1,000,000 per claim Liability $2,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) All operations of the named insured. Should any of the above described policies be cancelled before the expiration date thereof,the issuing insurer will mail 30 days written notice to the Certificate Holder CERTIFICATE HOLDER CANCELLATION Cit of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City p THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn:Alex Acenas ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #Sl2723871M1138542 OTMP1