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17-061 West Coast Code Consultants, Inc., Apple Campus 2 Professional Building Department Services) FIRST AMENDMENT TO AGREEMENT 17-061 BETWEEN THE CITY OF CUPERTINO AND WEST COAST CODE CONSULTANTS. INC. FOR APPLE CAMPUS 2 PROFESSIONAL BUILDING DEPARTMENT SERVICES This First Amendment to Agreement 17-061 between the City of Cupertino and West Coast Code Consultants , Inc., for reference dated February 28 , 2018 , is by and between the CITY OF CUPERTINO , a municipal corporation (hereinafter "City") and West Coast Code Consultants, Inc., a Corporation ("Consultant") whose address is 2400 Camino Ramon , Suite #240 , San Ramon , CA, 94583 , and is made with reference to the following: RECITALS: A. On October 13, 2016 , an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for Apple Campus 2 professional building department services./t'. i:t,.A. "-1'1'ltP ,,.. * rtiJ/ p -R-,c~ i/ f f\ ?-I, 7 2 0 , --tfcv 9'i fL__ r,..f1 'tJ,)_ "f--..J~ 1 1 2/)/~ !W"t? -r--LJ.IL~ 3f I 2-017 .~ B. The Agreement and the First Amendments are collectively referred to as the "Agreement" unless otherwise indicated. C. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW , THEREFORE, it is mutually agreed by and between a _nd undersigned parties as follows : I . TERM Paragraph 1 of the Agreement is modified to read as follows: ,!2'-The term of this Agreement shall commence on July 1, 2016 and shall terminate on June 30 -w-I-9.,. uni ~-·nated earlier as set fo1ih herein. @{) ,' g //__v F COMPEN ION Paragraph 3 of the Agreement is modified to read as follows: Consultant shall be compensated for services performed pursuant to this Agreement i~ Agreeffi€nt in a total amount not to exceed $991,881 .88 ., 3. The following Exhibits to the Agreement, are amended and replaced to read as shown in the attachments to this Amendment: a . Exhibit A: Cost Proposal to Continue to Provide Professional Building Department Services for the Apple Campus 2 Project b. Exhibit "D " -Insurance Requirements 4 . Except as express ly modifi ed here in. all oth er terms and cov e nants set forth in the Ag reement shall remain th e s ame a nd shall be in rul l for c e and effect. S WHEREOF, th e pa rt ie s here to ha ve caused this modification of cute d . EXPENDITURE DIST RIB UTI ON PO #2017-338 100-73 -7 14-9 0 0-9 23 Original Contract $821 ,72 0.00 Amend ment #1: $1 70 ,16 1.8 8 Total: $9 9 1,8 81.88 February 28th , 2018 Mr. Albert Salvador, P.E., Chief Building Official City of Cupe1iino 10300 Torre Avenue Cupe1iino , CA 95014-3255 Exhibit A Re : Cost Proposal to Continue to Provide Professional Building Department Services for the Apple Campus 2 Project. Dear Mr. Salvador, It has been a pleasure for West Code Consultants, Inc. (WC3) to work on behalf of the City of Cupertino on the Apple Campus II project for the last three (3+) years . Thank you for allowing WC3 to be part of your team. In accordance with your request, please consider this letter as West Coast Code Consultants (WC3) proposal to continue to provide the following services for the Apple Campus II project: In House Staff: • Provide Senior Plan Check Engi neer in-house at the Apple Campus II site to review the following: o RFJ 's. o ASI 's o Change orders o As-built drawings. o Bulletins. o In addition, assist with the coordination of submittals with other City Departments, attend meetings , etc .. Plan Reviews Performed at WC 3 Offices: • Provide Senior Plan Check Engineer lev e l staff to review submittals that are not reviewed and approved by the in-house staff at the Apple Campus II site. Document Control: • Use of WC 3's propriety eProcess360 electronic document managing system (EDMS) to perform the following: o Enable the Design Team to submit all required documents electronically to the City of Cupertino for plan review. o WC 3 staff to review electronically the submittals and is s ue plan review comments. o WC 3 staff to electronically approve documents on behalf of the City of Cupertino. o Continue to use the "RFI" EDMS to manage on going day-to-day revisions submitted by the design team. WC 3 Co st Pr oposal Co ntinue to Provide Professional Building Department Services fo r the Apple Ca mpus 2 Project Februa,y 28, 20 18 Page 2 WC3 proposes the following fees to continue to perform the building department services listed above: Invoices for-Jan 2018 to June 2018 -6 Months@ $40,000.00 $240,000.00 Total NTE till June 30, 2018 $ 240,000.00 Contract Balance Forward - Additional Compensation - The above plan review fees will be invoiced at the end of each month . $69 ,838 .12 $170,161.88 In closing, we would like to thank you for the opportunity to co ntinu e to be of service to you, your staff, and the City of Cupetiino. ff you have any questions , please feel free to call me on my cell at (925) 766-5600 or my office at (925) 275-1700. Sincerely, Giyan A. Senaratne, S.E., P.E., LEED AP, CASp. Principal / CEO West Coast Code Consultants, Inc. -WC3 2400 Camino Ramon , Suite #240 San Ramon , CA -94583 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM /DDIYYYY) ~ ......... / 5/22 /2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED , subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~~i~cT Alison Olsen D ealey, Renton & Associates P~;lN,~-"-"· 510-465-3090 I FAX P. 0. Box 12675 IA /C Nol : 510-452-2193 Oakland , CA 94604-2675 1iD~~ss: lnsurance .Certificates@Dealevrenton.com License #0020739 INSURER($) AFFORDING COVERAGE NAIC# INSURER A: Travelers Property Casua lt y Co of Ameri ! 25674 IN SURED VvESTCOAST5 INSURER B: Trave lers Indemnity Co. of Connecticut 25682 West Coast Code Consultants, Inc. INSURER C: Continental Casua lty Company 20443 2400 Camino Ramon , Ste. 240 j Sa n Ramon , CA 94583 INSURER D : i 925-275-1700 INSURER E : INSURER F: ! COVERAGES CERTIFICATE NUMBER : 6965447 REVISION NUMBER: TH IS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELO W HA VE BEEN ISSUED TO THE INSURED NAMED ABO VE FOR THE POLICY PERIOD IND ICATED . NOTWITHSTANDING AN Y REQUIREMENT , TERM OR CONDITIO N OF ANY CONTRACT OR OTHER DOC UMENT WITH RESPECT TO WH ICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , T HE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN JS SUBJECT TO ALL THE TERMS , EXCLUS IONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PA ID CLAIMS. INSR i TYPE OF INSUR ANCE ~s°~ ":;;:; LTR ! POLICY NUMBER ! ,~~M%YJ;,;,1 {~~~J%}'y~~l LIMITS A j X j COMMERC IAL GENERA L LIABILITY y y 680007K831 63 1 4/28/2018 4128 /20 19 EACH OCCUR RENC E S 2.000.000 i i I CLAIMS-MAD E 0 OCCUR DAMAGE TO RENTED PREfv11SES <Ea occurre nce) S 1.000.000 i X . Contractua l Uab MED EXP (Any one pe rson) S 10,000 _._, ! I PER SONAL & ADV INJURY S 2.000 ,000 ! GEN 'L AGGREGAT E LIMI T APPLIES PER: GENE RAL AGGREGATE S 4.000,000 :--: 0 PR O-LJ POLI CY JECT D LOC PR ODU CTS -COMP/O P AGG S 4.000.000 j OTH ER: s B ! AUTOMOB ILE LIABILITY y y BA7K835875 4/28/2018 4/28/2019 COM BI NED SINGL E LI MI T {Ea acc1denli S 1,000 ,000 W ANY AUTO BOD ILY INJURY (Per person) s _._, I I ~0'T'b'W ONLY ~ sc,rnoc rn BODILY IN JU RY (Per acc,d enli s i AUTO S i X I ~~RT'b°s ONLY i X NON-OW NED PROPE RTY DAMAG E s i AUTOS ONL Y (Per accid ent) r-----1 ' s A ! X j UMBRELLA LIAB MOCCUR y y CUP7K83 84 84 4/28/201 8 4/28/2019 EACH OCCURR ENCE 5 4,000 ,000 -·~, ! j EXCESS LIAB ('J A ·~ AG GRE GATE $4,000 ,000 l ! OED I X I RE TE NTION S 10 nn~ s A ! WORKERS COMPENSATION y UB007K83 8122 4/28/20 18 4/28/201 9 X i PER j i OTH- i AND EMPLOYERS ' LI AB ILITY YIN __ ! STATUT.E . _____ i ER··---··---····-··-···--·-----··---- j ANYPRO PR IETO R/PARTNER!EXEC UTI VE D NIA E.L. EACH AC CI DENT ~ 1,000.00 0 _____ i OFFICE R/MEMBE R EXC LUDED? ------ / !Mandatory in NH) E.L. DISE ASE -EA EMP LOY EE S 1,000,000 -----· ! If ye s, describe under i DESCRIPTION OF OPERATIONS below E.L. DIS EASE -POLI CY LI MIT S 1,000 ,000 C Profess ion al Li ability MCH59190019 2 4/2812018 4/28/2019 rem~ per Claim s2.ooo .ooo Annu al Aggreg ate DESCRIPTION OF OPERATIONS / LOCATIONS/ VEH ICLES (ACORD 101 , Additional Remarks Schedu le, may be attached if more space is required) Umbrella Liability policy is follow-form to underlying General Liability/Auto Liabil ity/Employers Liability. Project Na me : Apple Campus 2 -The City of Cupertino , its City Coun cil . officers , officials . e mployees , ag ents , servants and v olunteers are named as Add ition al Insu red as respects General and A uto Liab ility as required pe r w ri tten contract or agree me nt. Ge ne ral Liability is Primary/Non-Contri butory per policy form wording. Insurance coverage includ e s Waiver of Subrogation per the attached. CERTIFICATE HOLDER CANCELLATION 30 Dav Notice of Cancell ation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOT ICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . Cit y of Cuperti no 10300 Torre A v enue AUTHORIZED REPRESENTATIVE Cupertino CA 95014-3255 ~o~ ! © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD n ame and logo are registered marks of ACORD THIS CER TIF ICAT E SUPERSEDES PREV JOUSL Y ISSUED CERT IF ICA TE CUPERTINO Dear Ari 1 OFFICE OF THE CITY ATTORNEY 20410 TOWN CENTER LANE SUITE 210 CUPERTINO , CA 95014-3255 TELEPHONE : (408) 777-3403 • FAX : (408) 777 -3401 May 14, 2018 RETURNED The attached First Amendment to Agreement 17-061 between City of Cupertino and West Coast Code Consultants, Inc. for Apple Campus 2 Professional Building Department Services is returned to you for the following two reasons: • Professional Liability coverage needs to be increased up to 2M (in accordance with Exhibit D -Insurance Requirements) • Waiver of Subrogation for Workers Comp Endorsement is missing, please request consultant to submit this Endorsement. Thank you. -Araceli COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680007K831631 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED OWNERS, LESSEES OR CONTRACTORS SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organization(s): Any person or organization , except any architect, eng ineer or surveyor, that you agree in a written contract to include as a n additional insured on this Coverage Part, provided that such written contract was signed and exec uted by you before, and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Location of Covered Operations: Any project to which an applicable written contract described in the Names of Additional Insured Person(s) or Organization(s) section of this Schedule applies . (Information required to comp lete this Schedule, if not shown above, wil l be shown in the Declarations.) A. Sectio n II Who Is An Insured is amended to in- clude as an additiona l insured the person(s) or organization(s) shown in the Schedule , but on ly with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" caused, in whole or in part, by : 1. Your acts or omissions ; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds , the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring, or "pers ona l injury" or "advertising injury" arising out of an offense committed, after: 1. All work , including materials, parts or equip- ment furnished in connection with such work, on the project (other than service , mainte- nance or repairs) to be performed by or on behalf of the additiona l insured(s) at the loca- tion of the covered operations has been com- pleted; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontrac- tor engaged in performing operations for a principal as a pa1i of the same project. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies , Inc. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office , Inc. with its permission. COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680007K831631 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED OWNERS, LESSEES OR CONTRACTORS COMPLETED OPERATIONS This end orseme nt modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s}: Any person or organization, except any architect, engineer or surveyor, that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products-completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the "bodily injury or "property damage" occurs. Location And Description Of Completed Operations Any project to which an applicable written contract described in t he Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional in- sured and included in the "products-completed opera- tions hazard". CG 20 37 07 04 ISO Properties, Inc., 2004 Page 1 of 1 EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED I. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual li ability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the genera l aggregate limit shall apply separately to this project/lo cation (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy sha ll be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall a lso apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-in surance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned , hired , and non-owned autos) w ith limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease . 0 Not required. Consultant has provided written verification of no emp loyees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c . If coverage is canceled or non-renewed , and not replaced with another claims-made policy form with a Retroacti ve Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-fnsurance Requireme nts for Desig n Professionals & Consu ltants Co ntracts Form Updated Feb. 20/8 1 Additional Insured Status The City of Cupe1tino , its City Counci l, officers , officials, employees, agents, servants and volunteers ("Additional Insureds") are to be covered as a dditional insured s on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 IO (11 / 85) or both CG 20 10 and CG 20 37 forms , if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, offici ais, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or IO days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/ Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured rete ntion must be declared to and approved by the City. At City's option , either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/ Additional Insureds ; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses . The policy shall provide, or be endorsed to provide, that the self-in sured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A .M. Best Rating of A-VII , or better. Verification of Coverage Consultant must furnish acceptable insurance ce1tificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. S ubcons ultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and /o r higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk , prior experience, insurer or other special circumstances, with not les s than nin ety (90) days prior written notice . £:x h. D-lnsurance Requirements for Des ig n Professi onals & Co ns ultants Co ntracts Form Updated Feb . 201 8 2 POLICY NUMBER: 680007K831631 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE ADDITIONAL INSUREDS PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies ins urance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary Insurance, of SECTION IV COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: However , if you specifically agree in a written contract or agreement that the insurance afforded to an addi- tional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured , and we will not share with that other insurance , provided that: (1) The "bodily injury" or "property damage" for which coverage is sought is caused by an "occurrence" that takes place; and (2) The "personal injury" or "advertising injury" for which coverage is sought arises out of an offense that is committed; subsequent to the signing and execution of that con- tract or agreement by you. CG D4 25 07 08 © 2008 The Travelers Companies , Inc. Page 1 of 1 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680007K831631 THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: As required by written contract (If no entry appears above, information required to complete this endorsement wil l be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV- COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of tile following: We waive any right of recovery we may have against the person or organization shown in the Schedule above 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 in the "products- completed operations hazards." This waiver applies only to the person or organization shown in the Schedule above. CG 24 0410 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 Policy # BA7K835875 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of Rights Of Recovery Against Others To Us, of the CONDITIONS Section: 5. Transfer Of Rights Of Recovery Against Oth- ers To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver ap- plies only to the person or organization desig- nated in such contract. CA T3 40 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office , Inc. w ith its permission. POLICY NUMBER: BA7K835875 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form . This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: West Coast Code Consultants , Inc. Endorsement Effective Date: 4/28/2018 SCHEDULE Name Of Person(s) Or Organization(s): Project Name: Apple Campus 2 --The City of Cupertino, its City Council, officers, officials , employees, agents, servants and volunteers Information required to complete this Schedule , if not shown above, will be shown in the Declarations . Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office , Inc., 2011 Page 1 of 1 TRAVELERS J WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76(00) -001 POLICY NUMBER: UB007K838122 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule . The additiona l premium for this endorsement shall be 3.00 % of the California workers' compensation premium otherwise due on such remuneration. Person or Organization City of Cupertino 10300 Torre Avenue Cupert ino CA 95014-3255 DATE OF ISSUE : 5/22/2018 017106 Schedule Job Description Project Name: Apple Campus 2 --The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ST ASSIGN: CA ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/D D/YYYY) ~-5/22/2018 THIS CERTIFICATE IS ISSUED AS A MATIER 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 ISSU ING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT : If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed . If SUBROGATION IS WAIVED, subject to the te rms and conditions of the policy, certain policies may requ ire an endorsemen t. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~:?cT Alison O lsen De a ley, Renton & Associates ;l)gN,l'o ~v.i· 510-465-3090 I FAX P. 0 . Box 12675 {A/C Nol: 510 -452-2193 Oakland , CA 94604 -26 75 ~t1l~~ss: lnsurance.Certificates@Dealeyrenton.com Li cense #0020739 INS URER($) AFFORDING COVERAGE NAIC# INSURER A: Travelers Property Casualty Co of Ameri 25674 INSURED WESTCOAST5 INSURER s: Travelers I ndemnity Co. of Connecticut 25682 West Coast Code Co nsultants , Inc . INSURER c : Continental Casua ltv Company 20443 2400 Camino Ramon, Ste. 240 i San Ramon , CA 94583 INSURER D: ! 925 -275-1700 INSURER E: INSURER F: I COVERAGES CERTIFICATE NUMBER: 6965447 REVISION NUMBER· THIS IS T O CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWIT HSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT W ITH 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 POLICY EFF POLICY EXP LIMITS LTR i ,.,~n wvn POLICY NUMBER IMM/DD/YYYYJ {MM/DD/Y YYYI A : X : COMMERCIAL GENERAL LIAB ILITY y y 680007K831631 4/28/2018 4/28/2019 EACH OCCURRENCE S 2.000.000 m CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PRElv1 1SES fEa occurrence) S 1,000.000 i X , Contractual Liab MED EXP (Any one person) S 10,000 ·--· ! I PERSON AL & ADV INJURY S2 .ooo ,ooo / GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 4.000 ,000 !, [8J PRO-W POLICY JECT D LOC PRODUCTS -COMP/OP AGG S 4,000.000 i OTHER: s B ! AUTOMOBILE LIABILITY y y BA,KS35875 4/2812018 4/28/2019 COMBINED SI NGLE LIMIT S 1,000,000 -'-(Ea accident) 'X i ANY AUTO BODILY INJURY (Per person) s , __ , u ~0'TiEs° ONLY ~ """""" BODILY INJURY (Per accidenli s ! AUTOS ! X ! HIRED ! X NON-OWNED PROPERTY DAM AG E s WAUTOSONLY ! AUTOS ONLY (Per acci den t) ! ' s ' A ' X : UMBRELLA LIAS M OCCUR y y CUP7K838484 4/28/201 8 4/28/2019 EACH OCCURRENCE 54,000.000 -'-: ! : EXCESS LIAS r.1 AIM,;.MAnF AGGREGATE $4,000,000 ! i DED f X ! RETENTIONS 1n nM I s A ! WORKERS COMPENSATION y UB007K 838122 4/2812 018 4/28/2019 I ! PER .. I. ! OTH -! AN D EMP LO YERS' LI AB ILITY YIN : L ! E:;;~~~IDrnT= -·····---····----------·· ! ! ANYPROPRIETOR/PARTNER/EXECUTIVE D N'A S_1 ,000.000 __ j OFFICERiMEMBEREXCLUDED? ! (Mandatory in NH) I E.L. DISEASE. EA EMPL~ _ S 1,000,00 0 -------.. , i ~J;~~(;-;'f~~ ~~OPERATIONS below E.L. DISE ASE · POLICY LIMIT S 1.000 000 C Professional Liability MCHS91900192 4/28/2018 4/28/2019 I s2.ooo .oo o per Cla im I s2:ooo.ooo Annual Aggregate DESCRIPTION OF OPERATIONS/ LOC ATIONS/ VEH ICLES (ACORD 10 1, Additiona l Remarks Schedu le, may be attac hed if more space is required) Umbrella Liability policy is fol low-form to underlying General Liability/Auto Liability/Employers Liability. Project Name: Apple Campus 2 -The City of Cupertino , its City Council . officers, officials , employees, agents , servants and volunteers are named as Additional Insured as respects General and Auto Liability as required per written contract or agreement . General Liability is Primary/N on-Contributory per policy form wording. Insurance coverage includes Waiver of Subrogation per the attached. CERTIFICATE HOLDER CANCEL LATION 30 D N t ay o ice o fC ance at1on SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014-3255 m~o~ ' © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD T HIS CERTIFICATE SUPERSEDES PREVIOUS LY ISSUED CERTIFICATE COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680007K831631 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED OWNERS, LESSEES OR CONTRACTORS SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organization(s): Any person or organization , except any architect, engineer or surveyor, that you agree in a written contract to include as an additional insured on th is Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Location of Covered Operations: Any project to which an applicable written contract described in the Names of Add itional Insured Person(s) or Organization(s) section of this Schedule applies. (Information required to complete this Schedule , if not shown above, will be shown in the Declarations.) A . Section II Who Is An Insured is amended to in- clude as an add itional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" caused , in whole or in part, by: 1 . Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: Th is insurance does not apply to "bodily injury" or "property damage" occurring, or "persona l injury" or "advertising injury" arising out of an offense committed, after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, mainte- nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca- tion of the covered operations has been com- pleted; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontrac- tor engaged in performing operations for a principal as a part of the same project. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved . Page 1 of 1 Inc ludes copyrighted material of Insurance Services Office, Inc . with its permission. COMMERCIAL GENERAL LIAB ILI TY POLICY NUMBER: 680007K831631 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED OWNERS, LESSEES OR CONTRACTORS COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization, except any architect, engineer or surveyor, that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products-completed operations hazard", provided that such contract was signed and executed by you before , and is in effect when, the "bodily injury or "property damage" occurs. Location And Description Of Completed Operations Any project to which an applicable written contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional in- sured and included in the "products-completed opera- tions hazard". CG 20 37 07 04 ISO Properties, Inc ., 2004 Page 1 of 1 POLICY NUMBER: 680007K831631 COMMERCIA L GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE ADDITIONAL INSUREDS PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary Insurance, of SECTION IV COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: However, if you specifically agree in a written contract or agreement that the insurance afforded to an addi- tiona l insured under this Coverage Part must apply on a pri mary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured , and we will not share with that other insurance , provided that: (1) The "bodily injury" or "property damage" for which coverage is sought is caused by an "occurrence" that takes place; and (2) The "personal injury" or "advert ising injury" for wh ich coverage is sought arises out of an offense that is committed; subsequent to the signing and execution of that con- tract or agreement by you. CG D4 25 07 08 © 2008 The Travelers Compan ies, Inc. Page 1 of 1 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680007K831631 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: As required by written contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV- COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above 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 in the "products- completed operations hazards." This waiver applies only to the person or organization shown in the Schedule above. CG 24 0410 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 Policy # BA7K835875 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION Th is endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of Rights Of Recovery Against Others To Us , of the CONDITIONS Section: 5. Transfer Of Rights Of Recovery Against Oth- ers To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver ap- plies only to the person or organization desig- nated in such contract. CA T3 40 02 15 © 2015 The Travelers Ind emnity Company. All rights reserved. Page 1 of 1 Includes copyrighted materia l of In surance Serv ices Office , Inc. with its permission. POLICY NUMBER: BA7K835875 COMMERCIAL AUTO CA 20 4810 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liabi lity Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form . This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: West Coast Code Consultants, Inc. Endorsement Effective Date: 4/28/2018 SCHEDULE Name Of Person (s) Or Organization(s): Project Name: Apple Campus 2 --The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Lia b ility Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 ~ TRAVELERS J WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76(00) -001 POLICY NUMBER: UB007K8 38122 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organizatio n named in the Schedu le . You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 3.00 % of the California workers' compensation premium otherwise due on such remunerat ion. Person or Organization City of Cupertino 10300 Torre Avenue Cupertino CA 95014-3255 DATE OF ISSUE: 5/22/2018 017106 Schedule Job Description Project Name: Apple Campus 2 --The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ST ASSIGN: CA AGREEMENT BETWEEN THE CITY OF CUPERTINO AND WEST COAST CODE CONSULTANTS, INC FOR APPLE CAMPUS 2 PROFESSIONAL BUILDING DEPARTMENT SERVICES THIS AGREEMENT, is entered into this thirteenth day of October, 2016, by and between the CITY OF CUPERTINO , a California municipal corporation ("City"), and West Coast Code Consultants , a California Corporation whose address is 2400 Camino Ramon , Suite #240, San Ramon , CA 94583 (hereinafter refetTed to as "Consultant") ( collectively referred to as the "Parties"). 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, certification and knowledge to provide the services described in this Agreement on the te1ms and conditions described herein. D. City and Consultant desire to enter into an agreement for plan check engineering services at Apple Campus 2 upon the tern1s and conditions herein. NOW, THEREFORE, the Parties mutually agree as follows: I . TERM The te1m of this Agreement shall commence on July 1, 2016, and shall terminate on December 31, 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" pursuant to the schedule of performance set forth in Exhibit "B ," attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services perforn1ed pursuant to this Agreement in a total amount not to exceed eight hundred and twenty-one thousand and seven hundred and twenty dollars ($82 l , 720.00) based on the rates and terms set forth in Exhibit "C ," which is attached hereto and incorporated herein by this reference. 4. TIME TS OF THE ESSENCE Consultant and City agree that time is of the essence regarding the performance of this Agreement. Page I of 13 WC3 fo< AC2 10 .17 .2016 5. ST ANDA RD OF CARE Consultant agrees to perform all services require d by this Agreement in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be perfom1ed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES City and Consultant intend that the relationship between them created by this Agreement is that of 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. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his /her employees performing work hereunder, pursuant to all applicable IRCA or other federal , or state rules and regulations. Consultant shall indemnify and hold City ham1less from and against any loss , damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 8. NON-DISCRIMINATION Consistent 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 . Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS IZI Standard Indemnification: Consultant 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 , employees and volunteers from and against any and all liability, claims, actions , causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature , whether physical , emotional , consequential or othe1wise , arising out, pertaining to , or Page 2 of n WC3 for AC2 10 .17.2016 related to the negligent perfonnance 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. The acceptance of the Services by City shall not operate as a waiver of the right of indemnification . The provisions of this Section survive the completion of the Services or tetmination of this Contract. 10. INSURANCE: A . General Requirements. On or before the commencement of the tenn 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 cetiificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail , Attention: City Manager." Consultant shall maintain in force at all times during the perfonnance 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 s hall be s ubmitted 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 insurance. C. Failure to secure or maintain insurance. If Consultant at any time during the tenn hereof should fail to secure or maintain the foregoing insurance, City shall be pennitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. Additional Insured . City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss , or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or ex pense 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 Page 3 of 13 WC3 for AC2 10 .11.2016 Consultant's insurance broker to detennine adequate coverage for Consultant. F. Maximum Coverage and Limits. Tt 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. Furthern1ore, the requirements for coverage and limits shall be the minimum 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 watnnts 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 Regulation s . 12 . 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 ptior 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 . 13. SUBCONTRACTOR APPROVAL Unless prior written consent from City is obtained, only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the perforn1ance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable confotmity to the insurance carried by Consultant. In addition , any work or services subcontracted hereunder shall be subject to each provision of this Agreement. Consultant agrees to include with all s ubcontractors 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. Page 4 of 13 h1C3 for AC2 10 .17 .2016 Subcontractors hired by Consultant agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City under this Agreement. Subcontractor further agrees to include these same provisions with any sub- subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions wi ll be furnished to the subcontractor upon request. Consultant shal l require all subcontractors to 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 comp liance to City. 14. PERMITS AND LICENSES Consultant, at his/her so le expense, shall obtain and maintain during the tern, of this Agreement, all appropriate pennits, ce1iificates and licenses including, but not limited to, a City Business License , that may be required in connection w ith the performance of services hereunder. 15. REPORTS A. Each and every report, draft, work product, map , record and other document, hereinafter collectively refetTed to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Comp letion 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 fonn 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 Rep01i , 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 representatives of City or its designees at all proper times , and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work , data , Page 5 o f' 13 WC3 for AC 2 10.17 .2016 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 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 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. 17. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code and Agreement will tem1inate 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, te,m , 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 ink jet cartridges; • Printing with soy or low volatile 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 electronically and practicing other internal waste reduction and reuse protocols . 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 shall be addressed as follows: TO CITY : City of Cupertino 10300 Tone Ave. Cupertino, CA 95014 Attention: Albert Salvador, Building Official Pa ge 6 of 13 WC3 for AC2 10 .17 .2016 TO CONSULT ANT: Giyan Senaratne West Coast Code Consultants, Inc. 2400 Camino Ramon , Suite #240 San Ramon, CA 94583 20. TERMINATION In the event Consu ltant 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 Consu ltant 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 te1mination , Consultant shall immediately discontinue performance . City shall pay Consultant for services satisfactorily performed up to the effective date of termination. If the termination if for cause, City may deduct from such payment the amount of actual damage, if any, sustained by City due to Consultant's failure to perfo1111 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 propetiy of City. 21 . COMPLIANCE Consultant shall comply with a ll state or federal laws and al l 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 pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 24. WAIVER Page 7 of 13 WC3 for AC2 10 .17 .2016 A waiver by City of any breach of any tenn , covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other te1m , 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, 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. 26. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 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 othe1wise , any such provision is not inserted or is not conectly inserted, the Agreement shall be amended to make such insertion on application by either party. 28. CAPTIONS AND TERMS 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. All unchecked boxes do not apply to this Agreement. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. WC3 for AC2 10.17,2016 MUNICIPAL CORPORATION'. ::y :z n~ Title f/6'. Date -~-+--'-~+f------ c il Approval Required D Over $45,000-Departmenl Head Approval Required D Up to $45 ,000-Des ignated S uperv isor Approval Required RECOMMENDED FOR APPROVAL lkvit 5(!w1alf Albert Salvador, Chief Building Official Page 8 of 13 APPROVED AS TO FORM : &(2,Jtity Attorney A~Jd- City Clerk r--t(-( 7 Exhibits: (Check box for ex hibits th at apply to thi s con tra ct and attach) IZI Exhibit "A"-Scope of Services IZI Exhibit "B"-Schedule of Performance IZI Exhibit "C"-Compensation IZI Exhibit "D"-Insurance Requirements and Proof oflnsurance 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 lnfom1al Bidding Requirements EXPENDITURE DISTRIBUTION ACCOUNT NUMBER AMOU NT ?o '}IJ\1,-~~i \ DO -'::/-S -~1Y 900 -C]J-3 $821,720.00 Total: $821,720.00 Page 9 of 13 WC3 for AC2 10 .17.2016 Contract No. --- Exhibit A Scope of Services Please consider this letter as West Coast Code Consultants (WC3) proposal to continue to provide the following services for the Apple Campus Tl project: In House Staff: • Provide Senior Plan Check Engineer in-house at the Apple Campus Tl site to review the following: • RFls • ASis • Change orders As-built drawings • Bulletins • In addition, assist with the coordination of submittals with other City Departments, attend meetings , etc . Plan Reviews Performed at WC3 Offices : • Provide Senior Plan Check Engineer level staff to review submittals that are not reviewed and approved by the in-house s taff at the Apple Campus II site. Document C ontrol : • Use of WC3 's propri ety eProcess360 electronic document managmg system (EDMS) to perform the following: • Enable the Des ign Team to s ubmit all required documents electronically to the City of Cupertino for plan review . • WC3 staff to review electronically the submittals and issue plan review comments . • WC3 staff to electronically approve documents on behalf of the City of Cupertino. • Continue to use the "RFI" EDMS to manage on going day-to-day revisions submitted by the design team. Ciick here to enter !ext. 10 WCJ for AC:!: HJ.17 .20 16 October 13 th , 2016 Mr. Albert Salvador, P.E., Chief Building Official City of Cupertino 10300 TotTe Avenue Cupertino , CA 95014-3255 Re : Revised -Cost Proposal to Continue to Provide Professional Building Department Services for the Apple Campus 2 Project. Dear Mr. Salvador, It has been a pleasure for West Code Consultants, Inc. (WC 3) to work on behalf of the City of Cupertino on the Apple Campus Tl project for the last three (3) years . Thank you for allowing WC3 to be part of your team. In accordance with your request, please consider this letter as West Coast Code Consultants (WC 3) proposal to continue to provide the following services for the Apple Campus IT project: In House Staff: • Provide Senior Plan Check Engineer in-house at the Apple Campus Tl site to review the following: o RFis o ASls o Change orders o As-built drawings o Bulletins o In addition , assist with the coordination of submittals with other City Departments , attend meetings, etc. Plan Reviews Performed at WC3 Offices : • Provide Senior Plan Check Engineer level staff to review submittals that are not reviewed and approved by the in-house staff at the Apple Campus Tl site . Document Control: • Use of WC3 's propriety eProcess360 electronic document managing system (EDMS) to perform the following: o Enab le the Design Team to submit all required documents electronically to the City of Cupertino for plan review. o WC3 staff to review electronically the submittals and issue plan review comments . o WC3 staff to electronically approve documents on behalf of the City of Cupertino. o Continue to use the "RFI " EDMS to manage on going day-to-day revisions submitted by the design team . WC 3 Cost Proposa l Octo her I 3'", 20 J 6 Revis ed -Co 11 ti 11u e to Provide Pro(essin11a/ Bui/di11 g Depart111 e11t Se rvices.fo r the Apple Campus 2 Project Page 2 WC3 proposes the following fees to continue to perform the building department services listed above: In-house Staff a t the Apple Campus ll site Total NTE Calculations: Unpaid invoice -# T-156-216-8-2 -for July 2016 - Invoices for -Aug 2016 to June 2017 -11 Months @ $69,000 Total NTE till June 30, 2017 The above plan review fees will be invoiced at the end of each month . $ 62,720.00 $ 759,000.00 $ 821 ,72 0.00 In closing, we would like to thank you for the oppottunity to continue to be of service to you, your staff, and the City of Cupertino . Tf you have any questions , please feel free to call me on my cell at (925) 766-5600 or my office at (925) 275-1700 . Sincerely, Giyan A. Senaratne, S.E., P.E., LEED AP, CASp. Principal / CEO West Coast Code Consultants, Inc. -WC3 240 0 Camino Ramon , Suite #240 San Ramon , CA -94583 111 :\l -a -proposa/s \ca!tfomia 111ort hcr11 califomia \c11p erti11 0 \20/6 -w ptemher -co11/ra cl ex re11sio11 \fee propo sa l -seplemher 23 , 2016 .do cx Contract No. --- Exhibit B Schedule of Performance This contract covers an invoice for work in July 2016 through December 31, 2017. 11 WU ri1r AC? 10.17.20 1(, Contract No. --- Exhibit C 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 fo1ih 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 in Exhibit "A" and reimbursable expenses shall not exceed a total of eight hundred and twenty-one thousand and seven hundred and twenty dollars ($821,720.00), as set forth below. Any work performed or expenses incutTed 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. Task Unpaid invoice #I-156-216-8-2 July 2016 In-house staff at Apple Campus 2 site Plan Reviews at WC3 Offices Contingency Total Rates Not to Exceed Amount $ 62 ,720.00 $333,000.00 $330,000.00 $ 99 ,000 .00 $821,720.00 In-house Senior Plan Check Engineer -$170 per hour WC3 Office Plan Check Engineer -$160 per hour Invoices IZl Monthly Invoicing: 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 period, personnel who performed the services, hours worked, task(s) for which work was performed). Reimbursable Expenses Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Travel expenses must be authorized in advance and shall only be reimbursed to the extent consistent with City travel policy. Additional Services Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from the City 's Project Manager prior to commencement of any 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 . 12 WCJ for AC2 10 17.2016 Contract No. __ _ 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: (I) (2) (3) (4) WCJ for J\C2 I0.17.2016 Workers' Compensation: Statutory coverage as required by the State of California . Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occunence $1 ,000,000 aggregate -all other Property Damage: $100,000 each occurrence $250 ,000 aggregate Tf submitted, combined single limit policy with aggregate limits in the amounts of $1 ,000 ,000 will be considered equivalent to the required minimum limits s hown above. Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occunence Property Damage: $100 ,000 each occwTence or Combined Single Limit: $500 ,000 each occunence 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. 13 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DA TE (M MIDDIY YYY) ~ 4/27/2016 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 Marie Swaney NAME : Dealey , Renton & Associates ~~ti 626 844-3070 I FAX 199 S Los Robles Ave Ste 540 !A/C Nol.· Pasadena , CA 91101 ~;.,MnA~~cc . mswaney@dealeyrenton .com Lie #0020739 INSURER!Sl AFFORDING COVERAGE NAIC # INSURER A: Hartford Accide nt & Indemnity 22357 INS UR ED WESTCOAST5 INSURER B : Hartford Fire Ins . Co. 196 82 West Coast Code Consultants , In c. INSURER c ,Continental Casualty Company 20443 2400 Camino Ramon , Ste . 240 INSURER D : Trumbull Insurance Company 27120 San Ramon , CA 94583 925-27 5-1700 INS URER E : INSURER F: COVERAGES CERTIFICATE NUMBER· 1000927 488 REVISION NUMBER · THIS IS TO CERTIFY THAT THE POLI C IES OF INSURANCE LI STED BELOW HAVE BEEN ISSUED TO T HE IN SURED NAMED ABOVE FOR THE PO LI CY PERIOD INDI CATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTI FI CATE MAY B E IS S UED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CON DITION S OF SUC H PO LI C IES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LIM ITS LTR INSO WVD POLICY NUMBER !MM /DDIYYYYI I MM/DDIYYYYI B X COMMERCIAL GENERAL LIABILITY y y 57SBARl7696 4 /28/2016 412812017 EACH OCCURRENCE S2 ,000,000 1--D CLAIMS-MADE w OCCUR DAMAGE TO RENTED Ix PREMISES /Ea occurrence\ S1 ,000,000 Contractua l Liab MED EXP (Any one person) S1 0 ,000 PERSON AL & ADV INJURY S2 ,000,000 ·- GEN'L AGG REGATE LIMIT APPLIES PER : GENERAL AG GREGATE S4 ,000 ,000 ~ D PRO -D LOC PRODUCTS -COMP/OP AGG S4 ,000,000 POLICY JECT OTHER: s D AUTOMOB ILE LIABILITY y 57UEGZM2523 4/28/2016 4128/2017 :SINGLt: LI"" S1 ,000,000 !Ea accident) 1-- X ANY AUTO BODILY INJURY (Per person) $ 1--ALLOWNEO -SCHEOULEO AUTOS AUTOS BODILY INJURY (Per acci dent ) S -NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTO S /Per accident) s -s 8 X UMBRELLA LIAB M OCCUR y y 57SBARl7696 4128/2016 4/2812017 EAC H OCCURRENCE $4 ,000,000 - EXCESS LIAB 1 CLAIMS-MADE AGG REG ATE s4,ooo ,ooo DEO I X I RETENTION s 10,000 $ A WORKERS COMPENSATION y 57WEGKU8419 4/28/2016 4128/2017 X ! ~¥fruTE I I OTH -ER AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR /PARTNER /EXECUTIVE D N/A E.L. EACH ACC IDENT S 1,000,000 OFFICER/MEMB ER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYE8 S 1,000,000 If yes , describe under E.L. DISE AS E -POLICY LIMIT S1 ,000,000 DESCRIPTION OF OPERATIONS below C Professional Liability MCH591900192 4/28/2016 4/28/20 17 $1 ,000,000 per claim C laims M ade Form $2,000,000 Annual Aggregate DESCRIPT ION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101 , Additional Remarks Schedule , may be attached if more space is required) Umbrella Poli cy is follow form to underlying GL/AUTO/Employers Liability Policies City of Cupertino is named as an additional insured as respects general & auto liability for claims arising from the operations of the named insured as required per written contract or agreement, per the Blanket Business Liability Coverage Pol icy Form SSOO 08 04 05 , attached CERTIFICATE HOLDER CANCELLATION 30 Day NOC/10 Day for NonPay of Prem SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10300 Torre Ave ACCORDANCE WITH THE POLICY PROVISIONS . Cupertino CA 95014-3255 AUTHORIZED REPRESENTATIVE I ~~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 57 WEG KU 8 4 19 Endorsement Number: Effective Date: 0 4 / 2 8 / 1 6 Effective hour is the same as stated on the Information Page of the policy . Named Insured and Address: WE ST COA ST COD E CONSULTANTS 2 4 00 CAM INO R..~1/tON ST E 240 SAN RAM ON, CA 94583 Section I of this endorsement expands coverage provided under WC 00 00 00 . Se ction II of this endorsement provides additional coverage usually only provided by e ndorsement. Section Ill of this endorsement is a Schedule of Covered States . You may use the index to locate these coverage features quickly: SUBJECT SECTION I PARTS ONE and TWO 01 We Will Also Pay PART-THREE 02 How This Insurance Works PART-SIX 03 Transfer of Your Rights and Duties 04 Liberalization SECTION II VOLUNTARY COMPENSATION INSURANCE 05 Voluntary Compensation Insurance A. How This Insurance Applies B. We Will Pay C . Exclusions D. Before We Pay E. Recovery From Others F . Employers ' Liability Insurance EMPLOYERS' LIABILITY STOP GAP ENDORSEMENT 06 Employers ' Liability Stop Gap Coverage A. Stop Gap Coverage Limited to Montana , North Dakota , Ohio, Washington , West Virginia and Wyoming Form WC 99 03 03 B Printed in U.S.A. (Ed . 8/00) Process Date: 03 /12 /16 INDEX PAGE SUBJECT 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3 3 B . Part One Does Not App ly C . Application of Coverage D . Addit ional Exc lusions E . West Virgin ia EXTENDED OPTIONS 01 Employers ' Liability Insurance 02 Unintentiona l Failure to Disclose Hazards 03 Waiver of Our Right to Recover from Others 04 Fore ign Voluntary Compensation A. How This Reimbursement Applies B . We Will Reimburse C . Exclusions D . Befo re We Pay E . Recovery From Others F . Reimbursement For Actual Loss Susta ined G . Repatriation H. Endem ic Disease 05 Longshore and Harbor Workers ' Compensation Act Coverage Endorsement SECTION Ill 01 Schedule of Covered States Page 1 of 6 Policy Expiration Date : 04 /28 /17 © 2000 , The Hartford 3 3 3 3 4 4 4 4 4 4 4 4 5 5 5 5 5 5 6 6 SECTION I PARTS ONE and TWO 1. WE WILL ALSO PAY D. We Will Also Pay of Part One (WORKERS ' COMPENSATION INSURANCE); and E. We Will Also Pay of Part Two (EMPLOYERS ' LIABILITY INSURANCE) is replaced by the following : We Will Also Pay We will also pay these costs , in addition to other amounts payable under this insurance, as part of any claim, proceeding, or suit we defend: 1. reasonable expenses incurred at our request , INCLUDING loss of earnings ; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our li ability under this insurance ; 3 . litigation costs taxed against you ; 4 . interest on a judgment as required by law until we offer the amount due under this law; and 5 . expenses we incur. PART THREE 2. How This Insurance Applies Paragraph 4 . of A. How This Insurance Applies of Part 3 (Other States Insurance) is repla ced by the following : 4 . If you have work on the effective date of this policy in any state not listed in Item 3 .A . of the Information Page , coverage will not be afforded for that state unless we are not ified within sixty days . PART SIX 3. Transfer Of Your Rights and Duties C. Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. If you di e and we re ce ive notice within sixty days after your death , we will cover your legal repr es entat ive as insured . 4. Liberalization If we adopt a change in this form that would broaden the coverag e of this form without extra charge , the broader coverage will apply to this policy . It will apply when the change becomes effective in your state. SECTION II VOLUNTARY COMPENSATION AND EMPLOYERS' LIABILITY COVERAGE 5 . Voluntary Compensation Insurance A. How This Insurance Applies This insurance applies to bodily InJury by accident or bodily injury by disease . Bodily injury includes resulting death . 1 . The bodily injury must be sustained by any officer or employee not subject to the workers ' compensation law of any state shown in Item 3.A. of the Information Page . 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page . Form WC 99 03 03 B Printed in U.S.A. (Ed . 8/00) 3 . The bodily injury must occur in the Un ited States of America , its territories or possessions , or Canada , and may occur elsewhere if the employee is a Un ited States or Canadian citizen , or otherwise legal res ident, and legally employed , in the United States or Canada and temporarily away from those places . 4 . Bodily injury by accident must occur during the policy period . 5. Bodily injury by disease must be caused or aggra v ated by the conditions of the Page 2 of 6 officer's or employee's employment. The officer's or employee 's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period . B. We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. We will pay those amounts to the persons who would be entitled to them under the law . C . Exclusion This insurance does not cover : 1. any obligation imposed compensation or occupational or any similar law . 2 . bodily 1nJury intentionally aggravated by you . by workers ' d isease law caused or 3 . officers or employees who have elected not to be subject to the state workers ' compensation law . 4. partners or sole proprie tors not covered under the Standard Sole Proprietors , Partners , Officers and Others Coverage Endorsement. D. Before We Pay Before we pay benefits to the persons entitled to them, they must: 1. Release you and us , in writing , of all responsibility for the injury or death. 2. Transfer to us their right to recover from others who may be responsible for the injury or death . 3. Cooperate with us and do everything necessary to enable us to enforce the right to recover from others . If the persons entitled to the benefits of this insurance fail to do those things , our duty to pay ends at once . If they claim damages from you or from us for the injury or death , our duty to pay ends at once . E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid . We will pay the balance to the persons entitled to it. Form WC 99 03 03 B Printed in U.S.A. (Ed . 8/00) If the persons entitled to the benefits of th is insuran ce ma ke a recovery from others , they must reimburse us for the benefits we paid them . F. Employers' Liability Insurance Part Two (Employers' Liability Insurance) appl ie s to bodily injury covered by this endorsement as though the State of Employment was shown in Item 3.A of the Information Page . This provision 5 . does not apply in New Jersey or Wisconsin. EMPLOYERS' LIABILITY STOP GAP COVERAGE 6. Employers' Liability Stop Gap Coverage A. This coverage only applies in Montana, North Dakota , Ohio , Washington, West Virgin ia and Wyoming . B . Part One (Workers' Compensation Insurance) does not apply to work in states shown in Paragraph A above. C. Part Two (Employers ' Liability Insurance) applies in the states, shown in Paragraph A., as though they were shown in Item 3.A. of the Information Page. D. Part Two , Section C. Exclusions is changed by adding these exclusions . Th is ins urance does not cover; 5. bodily injury intentionally caused or aggravated by you or in Ohio bodily injury resulting from an act which is determined by an Ohio court of law to have been committed by you with the belief than an injury is substantially certain to occur. However, the cost of defending such claims or suits in Ohio is covered. 13. bodily in j ury sustained by any member of the flying crew of any aircraft . 14. any claim for bodily injury with respect to which you are deprived of any defense or defenses or are otherwise subject to penalty because of default in premium under the provisions of the workers ' compensation law or laws of a state shown in Paragraph A . E. This insurance applies to damages for which you are liable under West Virginia Code Annot. S 23-4-2. Page 3 of 6 EXTENDED OPTIONS 1. Em ployers' Liab ili ty Ins urance Item 3.B . of the Information Page is replaced by the following: B. Emp loyers' Li ability Insura nce: 1. Part Two of the policy applies to work in each state listed in Item 3 .A. The Limits of Liability under Part Two are the higher of: Bod ily Injury by Accident $500,000 Each Accident Bodil y Injury by Disease $500,000 Policy Limit Bod il y Injury by Disease $500,000 Each Employee OR 2. The amount shown in the Information Page . This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2. Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure. 3 . Waiver of Our Rig ht To Reco ver From Others A We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us . This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. Form WC 99 03 03 8 Printed in U.S.A. (Ed . 8/00) 4 . Foreign Volu ntary Compensation and Employers ' Liability Reimbursement A. How This Reimbursement Applies This reimbursement provision applies to bodily injury by accident or bodily injury by disease . Bodily injury includes resulting death . 1. The bodily injury must be sustained by an officer or employee. 2. The bodily injury must occur in the course of employment necessary or incidental to work in a country not lis ted in Exc lusion C .1. of this prov isio n. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee's last exposure to those conditions of your employment must occur during the policy period . 8. We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are : 1 . voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers ' compensation law of the state of hire of the individual employee . 2 . sums to which Part Two (Employers' Liabil ity Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page . C. Exclusions This insurance does not cover: 1. any occurrences in the Un ited States, Canada , and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2. any obligation imposed by a workers ' compensation or occupa tiona l disease law , or simi lar law. 3. bodily injury intentionally caused or aggravated by you. Page 4 of 6 4. liab ility for any consequence , whether direct or indirect , of war, invasion , act of Foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution , insurrection or military or usurped power . No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto . D. Before We Pay Before we reimburse you for the benefits to the persons entitled to them , you must have them: 1. release you and us, in writing , of all responsibility for the injury or death , 2. transfer to us their right to recover from others who may be responsible for their injury or death , 3 . cooperate with us and do everything necessary to enable us to enforce the right to recover from others . If the persons entitled to the benefits paid fail to do these th ings , our duty to reimburse ends at once . If they claim damages from us for the injury or death , our duty to reimburse ends at once. E. Recovery From Others If we make a recovery from others , we will keep an amount equal to our expenses of recovery and the benefits we reimbursed . We will pay the balance to the persons entitled to it . If persons entitled to the benefits make a recovery from others , they must repay us for the amounts that we have reimbursed you. F. Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain . In order for you to recover loss or expenses under this reimbursement you must: 1. actually sustain and pay the loss or expense in money after trial, or 2 . secure our consent for the payment of the loss or expense . G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States Form WC 99 03 03 8 Printed in U.S.A. (Ed . 8/00) of America necessarily incurred as a d irect result of bodily injury . Our reimbursement shall be limited as follows : 1. to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health , or 2. in the event of death, to the amount by which such expenses exceed the normal cost of return ing the officer or employee if alive and in good health . In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.8. of the Information Page as respects any one such officer or employee whether dead or alive . H. Endemic Disease The word "disease " includes any endemic diseases . The coverage applies as if endemic diseases were included in the prov isions of the workers ' compensation law . 5. Longshore and Harbor Workers' Compensation Act Coverage General Section C. Workers' Compensation Law is replaced by the following : C. Workers' Compensation Law Workers ' Compensation Law means the workers or workers ' compensation law and occupational disease law of each state or territory named in Item 3 .A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901- 950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workers ' compensation law , other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits . Part Two (Employers ' Liability Insurance), C . Exclusions , exclus ion 8 , does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This coverage does not apply to work to the Defense Base Act, the subject Outer the Continental Shelf Lands Act , or Nonappropriated Fund Instrumenta li ties Act. Page 5 of 6 SECTION Ill 1. SCHEDULE OF COVERED STATES CA A. This endorsement only applies in the states listed in this Schedule of Covered States. C. Schedule of Covered States: B. If a state, shown in Item 3.A. of the Information Page , approves this endorsement after the effective date of this policy, this endorsement w ill apply to this policy. The coverage will apply in the new state on the effective date of the state approval . Counte rsigned by ~-~-----,,,--L..f.'4""""-~---,VuF-~t-h-o-riz_e_d_R_e_p-re_s_e-nt-a-tiv_e_ Form WC 99 03 03 B Printed in U .S.A. (Ed . 8/00) Page 6 of6 West Coast Code Consultants, In c. EXCERPTS FROM : Hartford Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM C. WHO IS AN INSURED 6. Additional Insureds When Required By Written Contract, Wr itten Agreement Or Permit The person(s) or organization (s) identified in Paragraphs a . through f . below are additional insureds when you have ag reed . in a w ritten contract , written agreement or because of a permit iss ue d by a state o r poli tical subdivision , that such person or organizat ion be added as an additional insured on your poli cy . provided the in j ury o r damage occu rs subse quen t to the execution of th e contract or agreement, or the issuance of the permit. A pers on or organization is an additional insured under thi s prov ision o nly fo r that period of time required by the contract , ag reement or permit. f . Any Other Party ( 1) Any other person or organization who is not an insured under Paragraphs a . through e . above , bu t only with respect to liab ili ty for ·'bodily injury , "pro pe rty damage " or 'pe rson al and adve rt is ing injury" caused , in whole or in part . by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongo ing operations ; (b) In connection with your premises owned by or rented to you ; or (c) In connection with "your work " and included wit hin the "products-com pl eted operations hazard , but only if (i) The written contract or written agreement requ ir es you to prov ide sucl, coverage to such add itiona l insured ; and (ii) Th is Coverage Part provides coverage for "bodily inj ury " or ''prope rty damage " included within the "products-completed operations hazard . (2) With respect to the in surance afforded to these addit ional insureds , th is insurance does not apply to: "Bodily inj ury , "prope rty damage" or '·personal and advertis ing injury'' ar is ing out of the rendering of, or the failu re to render , any professional arch itectural , enginee r ing or su rveying services , i ncluding : inspection . or engineering E.5. Separation of I nsureds Except with respect to th e Li mi ts of In su ran ce , and any rights or duties speci fica ll y assigned in this policy to the f irst Named Insu red , this insurance app li es : a . As if each Named Insured were the only Na med Insured ; and b. Separately to each insured against whom a cla im is made or "suit" is brought. E .7 .b .(7).(b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract written agreement or permit that this insurance is primary and non-contributory with th e additional insured 's ow n insurance , th is insu rance is primary and we will not seek con tribution fro m that other insurance . E .8 .b . Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recov ery again st any person or organiza tio n for all or part of any payment, inc luding Supplementary Payments , we have made under this Coverage Part , we also waive that right , provid ed the insured wa ived their rights of rec overy against such person or organization in a contract. agreement or perm it that was executed prior to the injury or damage . EXCE RPT FROM Hartford Form SS 04 38 06 01 HIRED AUTO AND NON-OWNED AUTO B. With respect to the operation of a "non-owned auto ··, WHO IS AN INSURED is replaced by the following: The following are "ins ureds ": d. Anyon e liabi le for the condu ct of an "insured ", but only to the extent of that liabi lity .