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16-136 TRB & Associates, Inc., On-Call Plan Review ServicesAGREEMENT BETWEEN THE CITY OF CUPERTINO AND TRB & ASSOCIATES, INC FOR "ON-CALL" PLAN REVIEW SERVICES THIS AGREEMENT, is entered into this 12th day of September, 2016 , by and between the CITY OF CUPERTINO , a California municipal corporation ("City"), and TRB & Associates, Inc , a California Corporation whose address is 3180 Crow Canyon Place, San Ramon, California 94583 , (hereinafter referred to as "Consultant") (collectively referred to as the "Paiiies"). 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. C. Consultant possesses the skill , experience, ability, background , ce1iification 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 "on-call " plan review upon the terms and conditions herein. NOW , THEREFORE, the Pa1iies mutually agree as follows: l. TERM The term of this Agreement shal I commence on September 12 , 2016 , and shal I terminate on June 30 , 2017 , unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall perform each and every service set forth in Exhibit "A,'' attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed TWENTY THOUSAND dollars ($20 ,000.00) based on the rates and terms set forth in Exhibit "A," which is attached hereto and incorporated herein by this reference. 4. TIME IS OF THE ESSENCE Consultant and City agree that time is of the essence regarding the performance of this Agreement. Standard plan checks for commercial and residential project shall be completed in ten (10) business days. Due dates for plan checks for larger projects shall be determined by a pre-submittal conference with the Building Official , plan checker, project engineers and engineers . 5. STANDARD OF CARE Page I o f 11 Consultant contract-TRB & Associates "on -call " Plan Review , FY 16-17 Consu lt ant agrees to perform a ll serv ices required by this Agreement in a manner com mens urate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all serv ices shall be performed by qualified and experienced personnel who are not emp loyed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES City and Consu ltant intend that the relationship between them created by this Agreement is that of independent contractor. The manner and means of conducting the work are under the contro l of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civi l service statu s or other right of employment will be acquired by virtue of Consu ltant's services . None of the benefits provided by City to it s 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 federa l taxes, FICA payments , PERS payments , or other purposes normally associated with an employer-emp loyee relationship from any fees due Consultant. Payments of the above items , if required , are th e responsibility of Consultant. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Consultant assumes any and a ll responsibility for verifying the identity and emp loyment authorization of all of his /her emp loyees performing work hereunder, pursuant to all applicable IRCA or other federal , or state rules and regulations. Consultant sha ll indemnify and hold City harmless from and against any loss , damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 8. NON-DISCRIMINATION Consiste,nt with City's policy prohibiting harassment and discrimination, Consultant agrees that it shall not harass or discriminate against 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, sexual orientation, or any other protected class. Consu lt ant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9 . HOLD HARMLESS ~ Standard Indemnification: Consu lt ant shall, to the fullest extent allowed by law and without limitation of the provisions of this Agreement related to insurance, with respect to all services performed in connection with the Agreement, indemnify, defend , and hold harmless the City and its officers, officials , agents, emp loyees and vo lunteers from and against any and all li ability, c laims, 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 C ity 's choice, expert fees and a ll other costs and fees of l itigation. The acceptance of the Services by City sha ll not operate as a waiver of the right of indemnification . The provisions of this Section survive the Pa ge 2 of 11 Consultant contract-TRB & Associates "on-call " Plan Review , FY 16-17 completion of the Services or termination of this Contract. 10. INSURANCE: A. General Requirements . 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 the requirements listed in Exhibit "D ". 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 ce1iificate 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 Cupe1iino by ce1iified mail , Attention: City Manager." 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. 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 msurance. C. Failure to secure or maintain insurance. 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 po1iion 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. F. Maximum Coverage and Limits . It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and /or limits shall be available to the additional insured City. Fu1ihermore , the requirements for coverage and limits shall be the minimum Page 3 o f JI Consultant contract -TRB & Associates "on-call " Plan Review , FY 16-17 coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured , whichever is greater. 11. CONFLICT OF INTEREST Consultant warrants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it will not employ any person having such an interest. Consultant agrees to advise City immediately if any conflict arises and understands that it 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. 12. PROHIBITION AGAINST TRANSFERS Consu lt ant shal l 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 Consu ltant 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. 13. SUBCONTRACTOR APPROVAL Unless prior wr itten 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 Consu ltant emp loys 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 Consu ltant. In addition , any work or services subcontracted hereunder sha ll be subject to each provision of this Agreement. Consu ltant agrees to include with al l subcontractors in their subcontract the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to ·the scope of the subcontractor 's work. Subcontractors hired by Consultant agree to be bound to Consu lt ant and City in the same manner and to the same extent as Consultant is bound to City under this Agreement. Subcontractor futiher agrees to include these same provisions with any sub-subcontractor. A copy of th e Owner Contract Document Indemnity and Insurance provisions will be furnished to the subcontractor upon request. Consultant shall require all subcontractors to Page 4 of 11 Consultant contract-TRB & Associates "on-call" Plan Review , FY 16-17 provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to City. 14. 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. 15. 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 Repo1ts 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 repo1t furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: (!) 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 City deems 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 Repo1t , information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. 16. 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, 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 rept;esentatives 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 thi s Agreement. Such records , together with suppo1ting documents , shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after Consultant receives final payment from City for all services required under this agreement. If supplemental examination or audit of the records is necessary due to concerns Page 5 o f r r Consultant contract-TRB & Associates "on-call " Plan Review , FY 16-17 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 cos.ts and expenses associated with the supplemental examination or audit. 17 . NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code and Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year , or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available . This Section shall take precedence in the event of a conflict with any other covenant, term , condition , or provision of this Agreement. 18. ENVIRONMENTALLY PREFERABLE PURCHASING Consultant shall comply with the City 's Environmentally Preferable Procurement Policy whenever practicable in completing any work under this agreement, including but not limited to: • Using paper products made with recycled content and recycled /remanufactured toner and inkjet cartridges ; • Printing with soy or low vo latile organic compounds (VOC) inks; • Using energy-star compliant equipment; • Using cleansers and working with janitorial contractors to meet Green Seal's Industrial and Institutional Cleaners Standard; and • Ordering supplies electronicall y and practicing other internal waste reduction and reuse protocols. 19. NOTICES A ll notices , demands , requests or approvals to be given under this Agreement shall be given in writing and conc lusively 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 shall be addressed as follows: TO CITY: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Albert Salvador, Building Officia l TO CONSULTANT: TRB & Associates , Inc 3180 Crow Canyon Place San Ramon , CA 94583 Attention: Todd Bailey Page 6 of 11 Consultant contract-TRB & Associates "on-call " Plan Review , FY 16-17 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 Consultant fails to cure the default within the time specified and according to the requirements set forth in City's written notice of default, and in addition to any other remedy available to the City by law, the City Manager may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The City Manager shall also have the option , at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance. City shall pay Consultant for services satisfactorily performed up to the effective date of termination. If the termination is for cause, City may deduct from such payment the amount of actual damage, if any, sustained by City due to Consultant 's failure to perform its material obligations under this Agreement. Upon termination, Consultant shall immediately deliver to the City any and all copies of studies , sketches , drawings, computations , and other material or products, whether or not completed , prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall become the property of City. 21. COMPLIANCE Consultant shall comply with all state or federal laws and all ordinances , rules , policies 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 Superior Court 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 petiaining 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 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. 25. INTEGRATED CONTRACT Page 7of 11 Consultant contract-TRB & Associates "on-call " Plan Review , FY 16-17 Thi s Agree m e nt re present s th e f ull a nd co mpl e te und e rst a ndin g of every k ind o r na ture w h a t soeve r be tween th e P a rti es , a nd a ll pre lim inary n egoti a ti o n s a nd agreem e nts of w hats oeve r kind o r na ture are m e rged he re in. No ve rbal a g ree m e nt o r impli e d covena nt s hall be he ld to vary th e p rov is io ns he reof. A n y m o difi cati o n of t hi s Agreem e nt w ill be effecti ve o nl y by w ri tt e n executi o n s ig ne d by bo th C ity a nd Co n s ulta nt. 26. AU TH ORITY T he indi v idu a l(s) exec utin g thi s Agr ee m e nt re present a nd warra nt t ha t th ey have t he legal cap ac it y a nd a uth o rity to d o so o n be ha lf of th e ir res p ective lega l e nt it ies. 27 . INSE RTE D PRO VIS IO NS Each pro v is io n and c lau se re quire d b y la w t o be in sert e d int o th e Agr eem e nt s hall be de em e d t o be e n act ed he re in , and th e Agree m e nt s hall b e re ad a nd e nfo rced as th o ugh each were in c lude d he re in . If th ro ug h mi st ake o r oth e rw ise, a n y s uc h p rov is io n is n o t in sert e d o r is not co rrectl y in se rt e d , th e Agree m e nt s ha ll be a m e nd e d to m ake s uc h in se rti o n o n a ppli c ati o n by e it h e r part y. 28 . CAP TI ONS AN D TERMS T h e capti o n s in thi s Agreem e nt a re fo r co nveni e nce o nl y , a re not a pa ti of t he Agreeme nt a nd in no w a y affect , limit or a mpli fy t h e term s o r provis io ns of thi s Agree m e nt. A ll un c h ec k ed boxes d o not appl y to thi s Agree m e nt. IN W ITNESS W H EREO F , th e p a ti ies have caused th e Agreement to be execute d . CONSULTANT T RB & Assoc iates , In c ~____,._id-en-t --- Date September 13, 2016 A PRO VED AS TO FO R M : ~ C it y A tto rn ey ATTEST: 2A Go&c YJM/t C ity C le rk 1 . ) )_,, ( {p Page 8 of 11 C ITY OF CUP ER TINO A M uni c ipal Corp oratio n B y Au>Jeri..,..-5 ;h;\J A or-f<_ T itl e t@ \~3t tl {;_ cffl C/j ,:t\_, D a t e ~/ __ 0 Ove r $175 ,000 -Coun c il Approva l Requi red 0 Ove r $45,000 -Departm ent Head Ap pro va l Requi re d C8l Up to $45 ,000-Des ignated Superv isor Ap prova l Required RECOMMEN D E D FO R A P P R OVAL ~JJM-~du! A"lbertSalVad o r, Building Offic ia l Consultant contract -TRB & Associates "on-call" Plan Review , FY 16-17 Exhibits: (Chec k box for ex h ibits that app ly to thi s con tract a nd attac h) ~ Exhibit "A "-Scope of Serv ices D Ex hibit "B "-Schedule of Performance D Ex hibit "C"-Co mpensation ~ Exhibit "D "-Insurance Requirements and Proof of Insurance D Exhibit "E"-Mandated Reporting Acknowledgement D Exhibit "F"-Background/Fingerprint/TB Declaration D Exhibit "G "-Nondiscrimination-State/Federal/HUD funded project D Exhibit "H " -Request for City Manager to Waive Informal Bidding Requirements EXPENDITURE DISTRIBUTION ACCOUNT NUMBER AMOUNT PO #2017-261 100-73-714 700-702 $20,000.00 Total: $20,000.00 Page 9 of 11 Consultant contract-TRB & Associates "on-call" Plan Review , FY 16-17 Exhibit A Scope of Services and Compensation I. Scope of Services: Consultant shall provide plan review services as requested by the City of Cupertino. II. Compensation: City shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below. Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below. The compensation to be paid to Consultant under this Agreement for all services described under Section 1 of this Exhibit shall not exceed TWENTY THOUSAND DOLLARS ($20 ,000 .00). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the City. III. Rates: 151 and 2nd plan checks included in the initial plan check fee will be 65% of the agency fee Additional plan reviews , revisions , deferred item submittal #3 or more, $125 per hour, 2 hour minimum IV. Invoices ' In order to request payment, Consultant shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including a summary of work performed during that quarter, personnel who performed the services, hours worked , task(s) for which work was performed). V. Reimbursable Expenses Normal project related reimbursable expenses such as pnnt111g , postage , delivery service, long distance phone calls , facsimile transmissions, mileage, and special project-related supplies . VI. Additional Services Consultant shall provide additional services outside of "on-call " plan review as requested by the Building Division only by advance written authorization from the City 's Building Official prior to commencement of an y additional services. Consultant shall submit, at the Project Manager 's request, a detailed written proposal including a description of the scope of additional services , schedule, and proposed maximum compensation. 10 Exhibit D Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. Consultant shall maintain the following minimum insurance coverage: A. COVERAGE: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodil y Injury: $500,000 each occurrence $1 ,000 ,000 aggregate -all other Propetiy Damage: $100 ,000 each occurrence $250,000 aggregate If s ubmitted , combined s ingle limit policy with aggregate limits in the amounts of$1,000,000 w ill be considered equivalent to the required minimum limit s shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodil y Injury: $500,000 each occurrence Property Damage: $100 ,000 each occurrence or Combined Single Limit: $500 ,000 each occurrence ( 4) Professional Liability Professional liability in s urance which includes coverage for the profes s ional acts, errors and omissions of Consultant in the amount of at least $1,000,000. 11 TRBAN -1 OP ID: KB ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY) ~ 11/06/2015 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(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 ~2~~~cT Nickie Heath Nickie Heath Insurance Agency ritJ8NJo Ext\: 858-487-3737 I rffc Nol: 858-487-3730 16855 W. Bernardo Dr, Ste 230 San Diego, CA 92127 Nickie Heath ~oMDA~§ss: info@nickieheath.com INSURER(S) AFFORDING COVERAGE ' NAIC # INSURER A: Natl Fire Ins Co of Hrtfrd -CNA 20478 INSURED TRB and Associates INSURER B: EMPLOYERS PREFERRED INS. co. 10346 Todd Bailey INSURER c: National Union Fire Insurance 19445 3180 Crow Canyon Pl., Ste 216 San Ramon, CA 94583 INSURER D: Beazley Insurance Company 37540 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 ABOV E FOR THE POLICY PERIOD INDI CATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CON TRA CT OR OTHER DOCUMENT WIT H RESPECT TO WHICH THIS CERT IFIC ATE MAY BE ISS UED OR MAY PERTAIN , THE INSURAN CE AFFO RDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDI TI ONS OF SUCH POLICIES . LIMITS SHO WN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR TYPE OF INSURANCE 1wD L ;:>Ut>K POLICY EFF POLICY EXP LIMITS LTR IN!;D WVD POLICY NUMBER IMM/DDIYYYYl IMMIDDIYYYYl A x COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 -D CLA IMS -MADE 0 OCCUR x 2097186534 11/10/2015 11/10/2016 UA1w;e>c Ii (tc• cu s 300,000 PREMISES Ea occurrence) - MED EXP (Any one person) s 10,000 - PERSONAL & ADV INJURY s 2,000,000 ~ GEN'L AGGREGAT E LIMIT APPLIES PER: GENERAL AGGREGATE s 4,000,000 ~ D PRO -O Loc PRODUCTS -COMP/OP AGG s 4,000,000 POLI CY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGL E LI MIT s 1 ,000,000 (Ea accident\ -A ANY AUTO 2097186534 11/10/2015 11/10/2016 BODI LY INJ URY (Per perso n) $ I-AL L OWNED -SCHEDULED AUTOS AU TOS BODILY INJURY (Pe r accidenl) S I-x x NON -OWNED iP~~~&:~dlJit?AMAGE $ HIR ED AUTOS AUTOS I-s x UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 1,000,000 -c EXC ESS LI AB CLAIM S-MADE EBU012937953 11/10/2015 11/10/2016 AGGREGATE $ 1,000,000 OED I x I RETENTIO N s 0 $ WORKERS COMPENSATION X / t~fruTE / I OTH- AND EMPLOYERS' LIABILITY ER YIN B ANY PROPRIETOR /PAR TNER /EX ECUTI VE D EIG1400371-04 11/10/2015 11/10/2016 E.l. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes . descri be under DESCRIPTION OF OPERAT IONS below E.L. DISE ASE -POLICY LIMIT s 1,000,000 D Professional Liab V1121B150501 11/10/2015 11/10/2016 Per Clm 1,000 ,000 Aggr 2 ,000 ,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101 , Additional Remarks Schedule, may be attac hed if more space is re quired ) Certificate holder is named additional insured per the attached SB-146968-A endorsement as re~uired by written contract with regard to the en~neerin~/consul ing services of the named insured with respect to General Lia il.ity On y. *10 day notice of cancellation applies for non-payment of premium CERTIFICATE HOLDER CANCELLATION 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 . Albert Salvador Building Official AUTHORIZED REPRESENTATIVE 10300 Torre Avenue 171~~4~ pupertino, CA 95014 © 1988-2014 ACORD CORPORATION. All rights reserved . ACORD 25 (2014/01) The ACORD name and logo a re registered marks of ACORD CNA S B-146968-A (Ed. 01/06) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. THl~i ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE & BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This end orsemrn t mod ifies insurance provided under th e fo llowing : BUSINESSJWNERS LIABILITY COVERAGE FORM BUSINESS ·JWNERS COMMON POLICY COND ITI ONS A. WHO IS AN INSURED (Section C.) of · the Businessowners Liabil ity Coverage Form is amended to include ;3s an insured any person or organization whom you me required to add as an additional insured on this policy under a written contract or written agreement; bu t the written contract or writt en ag reem ent m ust be: 1. Currently in effect or becoming effective du ring the term of thi s policy; a nd 2. Executed prior to th e "bodily injury," "prop erty damage ," or "personal and advertising injury ." B . The insurance provided to t he add it ional insured is limited as fo llows: 1. That person or organization is an add itional insured so lely for liability due to your neg lig ence specifically resulting from "your wo rk" for the additior al in su red which is the subject of the w ritten cont ra ct or written agreement. No coveraf1e applies to li ab ili ty resulting from th e sole neglig ence of the additional insured. 2. The L mits of In surance applicable to the additiora l insured are those specified in the w ritten co ntract or writte n agre emen t or in the Declarations of this policy, wh ichever is less . These Limits of Insurance are inclusive ·ot, and not in additi o n to , the Lim its of Insurance shown in the Declar at ions . 3. The co 11erage provided to the add it ional insu red with in th is endo rsement and section ti tled LIABILI TY AND MEDICAL EXPENSE DEFINITIONS -"Insured Contract" (Section F.9.) wi t hin the Businessow ners L iab ility Coverage Form , does not a pp ly to "bodily inju ry" or "p roperty damage" arising out of the "products-comp leted operat ions hazard" unl e ss required by the written con tra c or w ritten agre ement. SB -14 6968-A (Ed. 01 /06) 4. The in surance provided to the additiona l insured does not apply to "bodily injury," "property damage ," "personal and advertising injury" arising out of an architect's, engineer's , or surveyor's rendering of or failu re to render any professional servic es includ ing: a. The preparing, approving, or failing to prepare or approve maps , shop drawings , opi nions , reports, surveys, field orders , change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of w hi c h you serve as const ru ction man age r ; or b . In specti on, superv1s1on, q ua lit y control , engineering or architectu ral services done by you on a project of which you serve as const ru ction manager. 5. This insurance does not apply to "bodily injury ," "property dam age," or "pe rsonal and advertising inj u ry" arising out of: a. Th e construction or demoliti on work while you are acting as a co nstructi on or demolit ion contractor. This exclusio n does not apply to wo rk done for or by you at your prem ises. C. BUSINESSOWNERS GENERAL LIABILITY CONDITIONS -Duties In The Event of Occurrenc e, Offense, Claim or Suit (Section E.2.) of the Bus inessowners Li ab il ity Coverage Form is amended to add the following: An additional insured under this endorsement will as soon as practi ca ble: 1. Give wr it ten noti ce-of an occ urrence or an offense to us w hi ch may r esu lt in a claim or "s uit" under this insuran ce ; Page 1 of 2 2. Tender the defense and indemnity of any claim or "suit" ·:o us for a loss we cover under this Coverage Part ; 3. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurarce for a loss we cover under this Coverage Part; and 4. Agree to make available any other insurance which ·rhe additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or in demnify an additional in sured un de r this endorsement until we receive written noti ·:e of a cla im or "suit" from the additional insu red. D. OTHER INSURANCE (Section H. 2. & 3.) of the Businessowners Com mon Pol icy Cond itions are del ete d and replaced with the following: 2. This imwance is excess over any other insurance nam ing the additional insured as an insured whethe r primary , excess, cont ingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be eith 1 ~r primary or primary and noncontributing to th e additiona l insured's own coverage. This insurance is excess over any other insurance to which the additional insured has been added as an addiliona l insured by endorsement. 3. When this insurance is excess, we will have no duty under Coverages A or B to defend the addit ior,al insured against any "suit" if any other insurer has a duty to defend the additional insured SB-146968-A (Ed. 01/06) S B-146 968-A (Ed. 01/06) against that "suit" If no other insurer defends , we will undertake to do so, but we will be entitled to th e additional insured's rights against al l those other insurers . When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds th e sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that othe r insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Ins urance provision and was not bought spec ifi cally to apply in excess of the Lim its of Insurance shown in the Declarations of this Coverage Part . E. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (Section K.2.) of the Businessowners Common Policy Conditions is deleted and replaced with the following: 2 . We waive any right of rec ove ry we may have against any person or organization against whom you have agreed to waive such ri ght of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included within the "products-completed operations hazard." Page 2 of 2