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17-066 CSG Consultants, Inc.; Apple Campus 2 Plan Review Services
FIRST AMENDMENT TO AGREEMENT 17-066 BETWEEN THE CITY OF CUPERTINO AND CSG CONSULTANTS, INC FOR APPLE CAMPUS 2 PLAN REVIEW SERVICES This First Amendment to Agreement 17-066 between the City of Cupertino and CSG Consultants, Inc., for reference dated April 18 , 2018, is by and between the CITY OF CUPERTINO, a municipal cmporation (hereinafter "City") and CSG Consultants, Inc ., a cmporation ("Consultant") whose address is 550 Pilgrim Drive, Foster City, CA 94404, and is made with reference to the following: RECITALS: " A. On October 20, 2016, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for Apple Campus 2 plan review services . The agreement will expire on December 31, 2018 . 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 f 011h herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. COMPENSATION Paragraph 3 of the Agreement is modified to read as follows: Consultant shall be compensated for services perfo1med pursuant to this Agreement in a total amount not to exceed $318,090.00 2 . The following Exhibits to the agreement are amended and replaced to read as shown in the attachments to this Amendment. a. Exhibit "A," -Scope of Services Amendment 1 to Agreement 17-066 b. Exhibit "D" -Insurance Requirements 3. Except as expressly modified herein , all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of ent to be exe 1ted. C Title .S:£CRETARC/ RECOMMENDED FOR APPROVAL By Jr=~ Title j,J<1,,6~ "'~ EXPENDITURE DISTRIBUTION PO #2017-369 Original Contract: Amendment #1: Total: CITY Z UPERTINO ,/ti By ~E ~4, f1:t_ Title ~ e/!j #/I~ ATTEST: C"J J ~---4~):J- City Clerk S' -2 -( J' Account: 100-73 -714 900-923 $1,120,000 .000 -$801,910.00 $318,090.00 Amendment 1 to Agreement 17-066 Exhibit A CSG Consultants proposed a not-to-exceed amount of $1,120,000.00 to provide plan review services, on-site plan review and coordination between building department and other approval agencies with i n the City of Cupertino and Santa Clara County Fire through December 31, 2018. Given that $218,090 has been invoiced for work to date, invoices average less than $10,000 per month and the last invoice over $10,000 was September 2017, the not-to-exceed amount will be amended down to provide for a budget of $10,000 per month from March 2018 through December 2018. Amount paid through February 2018: $218,090.00 Not to Exceed amount through December 2018: $100,000.00 Amended Not to Exceed Amount $318,090.00 EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consu ltant shall procure prior to commencement of Serv ic es 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 MINJMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and comp leted operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 0 I). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it sha ll 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 shall 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 0 I (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 also apply on a primary and non-contributory basis for the benefit of City before the City's own in surance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 0 I covering any auto (including owned, hired, and non-owned autos) with 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 employ ees. 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 w ith a Retroactive 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-lnsurance Requirements.for De s ig n Professionals & Consultants Co ntracts Form Updated Feb. 2018 1 Additional Insured Status The City of Cupe1tino, its City Council , officers, officials, employees, agents, servants and volunteers ("Additional Insureds") are to be covered as additional insureds 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 IO 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, officials, 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/ Additi o nal 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 retention 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-insured 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 certificates 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. Subconsultants 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/or 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 less than ninety (90) days prior written notice. Exh. D-fnsurance Require m e nts for De sig n Professionals & C onsultants C ontracts Form Updated Feb. 2018 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DA TE (MM/DD/YYYY) ~ 12/4/2017 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 T HE 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 riohts to the certificate holder in lieu of such endo rsement(s). PRODUCER CONTACT NAME : Arthur J . Gallagher & Co. P~9N,Jn e ..... 415-536-8617 I FAX . 41 5-536-862 7 Insurance Brokers of CA, Inc. LIC #0726293 (~{(' E-MAIL 1255 Battery Street, Su ite 450 ,MM~COO, San Fra ncisco CA 94111 INSURER/S\ AFFORD ING COVERAGE ! NAIC# IN SURER A ,American Fire and Casualty Com pa ny 124066 INSURED CSGCONS-01 INSUR ER s ,Cypress Insurance Comp a ny (CA) !10855 CSG Consultants, Inc. IN SURER c ,Arch Insurance Company 111150 550 Pilgrim Drive INSURER D ,West American Insura nce Company 144393 Foster City , CA 94404 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· 955783552 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF A NY CONTRACT OR OTHER DOCUMENT WI TH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN . THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO A LL THE TERMS , EXCLUS IONS AND CONDIT IONS OF SUCH POLICIES. LI M ITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1rff I TYPE OF INSURANCE I INSD WVD POLICY NU MBER D ! X I COM MERCIAL GENERAL LIAB ILI TY rn CLAIMS-MADE Q OCCUR ! Y Y BKW(18i57695795 I l ! i-----l ------------l i i ,Ir ~ ------------ ! GEN'L AGGREGATE LIMIT APPLIES PER: ! ! I PO LI CY D jfc?i ~ LOC ! I OTHER >----I ' A 11 X ! UMBR ELLA LIAS M OCCUR I I I EXCESS LIAS CLA IMS-MADE I I I OED l X ! RET ENTION $0 / B ,WORKERS COMPENSATION I i AND EMPLOYERS ' LIABILITY y / N i i ANY PROPRIETOR/PARTNER/EXECUTI VE r-;:;-1 1 'OFFICER/MEMBER EXCLUDED? O i,' N / A f (Mandatory in NH) , If yes . describe under I DESCRIPTION OF OPERAT IONS beiow C Professional Liability retro date: 1/1/1991 Y BAA(18)57695795 USA(18)57695795 y CSWC821833 Y I PAAEP0008802 I 12 /4/2017 12/4/2018 12/4/2017 12/4/2018 12/4/2017 12/4/2018 12/4/20 17 12/4/2018 12/4/2017 12i 4/2018 LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES /Ea occurrence\ MED EXP (Any one pe rson) PERSONAL & ADV INJURY GENERAL AGGREGATE $1,000,000 $500 ,000 $5 ,000 $1 .000,000 $2 ,000,000 PRODUCTS -COMP/OP AGG $2,000,000 $ BODILY INJURY (Pe r person ) $ BODI LY INJURY (Pe r accident) $ PROPERTY DAMAGE (Per acci de nt\ EACH OCCURRENCE AGGREGATE $ $ $5 ,000 ,000 $5,000 ,000 $ _x _l ~f~TUTE J_I ~~H-__ ______ _ _____ _ _!=::~,.£:~CH A~~_l_[:)_§!'1.:1:_ ______ $1.000,000 _____ _ _§,!::_[:J~~-~~~:._l=AEMPLOY~ $1.000,000 _____ --- E.L. DISEASE -POLICY LIMI T $1 ,000,000 / Each Claim $5 ,000,000 Aggregate $5 ,000,000 I Deductible: $50 ,000 DESCRIPTION OF OPERA TIONS/ LOCATIO NS /VEH IC LES (ACORD 101, Additional Remarks Schedule , may be attached if more space is required) re : Agreement for Scann ing & Archive Services entered 9/8/17. City of Cupertino, its City Council , boards and commissions, officers, employees and volunteers are includ ed as additional insureds on GL & Auto w it h Waiver of Subrogation and 30 Day Not ice of Cancellation per attached. Waiver of Subrogation on WC and 30 Day Notice of Cancellation on Pro fessi onal per attached. 30 Day Notice of Cancellation on WC is not available. Waiver of Subro gation on Profession a l applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN 10300 Torre Avene ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino CA 95014 USA AUTHORIZED REPRESENTATIVE j JS{'1.b © 1988-2015 ACORD CORPORATION. A ll rights re served . ACORD 2 5 (2016/03) The ACORD name and logo are registered marks of ACORD Policy#: BKW(18)57695795 COMMERC IAL GENERAL LIABILITY CG 8810 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSJON T his endo r sement modifies insura nce provided unde r t he fo llow i ng: COMME RCIA L GEN ERAL LIAB ILI TY COVERAGE PART SUBJECT NON-OWNED AIRCRAFT NON -OWNED WATERCRAFT PROPERTY DAMAGE LIABILITY· ELEVATORS EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property DamageJ MEDICAL PAYMENTS EXTENSION EXTENSION OF SUPPLEMENTARY PAYMENTS· COVERAGES A AND B ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT PRIMARY AND NON-CONTRIBUTORY-ADDITIONAL INSURED EXTENSION ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE " WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS /MALPRACTICE AND WHO IS AN INSURED · FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT LIBERALIZATION CLAUSE BODILY INJURY REDEFI NED EXTENDED PROPERTY DAMAGE WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US• WHEN REQUIRED IN A CONTRACT OR AGRE EMENT WITH YOU © 2013 Lib ert y Mutua l Insurance CG 88 10 0413 Includes copyright ed materia l of Insurance Serv ices Offi ce, In c., with it s permission. 2 2 2 2 3 3 3 5 6 6 7 7 7 7 7 8 8 Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I· Coverage A· Bodily Injury And Property Damage liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained pa id craw; 3. The pilot in command holds a cu r rently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not be i ng used to carry persons or prope1ty for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and col l ectible insurance, whether primary, excess {other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also app ly to the loss covered under th is provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section 1-Coverage A· BodilV Injury And Property Damage Liability, Subparagreph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY· ELEVATORS 1. Under Paragraph 2. Exclusions of Section 1-Coverage A· Bodily Injury And Property Damage Liabil· ity, Subparagraphs (3). (4) and {6) of exclusion j. Damage To Property do not apply 1f such "property damage" results from the use of elevators. For the purpose of this provis i on, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV -Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether pri mary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU {Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Ex.clusions of Section I -Coverage A· Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1}, (3) and (4} of this exc l usion do not apply to "property damage" {ot he r than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: {i} Premises rented to you for a period of 7 or fewer consecutive days; or {ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1>, (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section Ill • limits of Insurance. © 2013 Liberty Mutual Insurance CG 8810 0413 Includes copyrighted material of Insur an ce Services Office, Inc., with its permiss ion. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is re pf aced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented t o you or temporarHy occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Prem ises Rent~d To You as described in Section Ill -Limits Of Insurance. 2. Paragraph 6. under Section 111 • Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we wilt pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While re nted to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or fease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tena nt's Property Damage)-Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION Jf Coverage C Medical Payments is not otherwi se excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section 1-Coverage C -Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following; (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS-COVERAGES A AND B 1. Under Supplementary Payments-Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or t raffic law violations arising out of the use of any vehic le to which t he Bodily Injury liability Coverage applies . We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insu red at our request to ass i st us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS· BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II -Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an add itional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertis i ng injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the ''bod il y injury" or "property damage" occurs, or the "per- sona l and advertising injury" is committed, subsequent to the sign ing of such written contract or written agreement; or © 2013 Liberty Mutual Insurance CG 8810 0413 Includes copyrighted material of Insurance Serv ices Office, Inc., with its permission . Pagel of 8 b. Premises or fac i lities rented by you or used by you; or c. The maintenance, operation o r use by yo u of equipment rented or leased to you by such perso n o r organizatio n; or d. Operations performed by you or on your beha lf for which t he state or pol i tica l subdivision has issued 3 permit subject to the follow i ng additional provisions: (1) T h is insurance does not appfy to "bodil y injury", "property damage", or "personal and ad · verti sin g injury'' aris i ng out of the operations performed for the state or po l itical subdivision; (2) T hi s insurance does not apply to "bodily i njury" or "property damage" included within the "complet ed operations hazard". (3) Insurance applies to premises you own, rent, or co ntrol but only with respect to t he follow ing hazards : (a} The existence, maintena n ce , repair, construction, erection, or removal of adverti si ng signs, awnings, canopies , cellar en t rances, coa l holes, driveways, manholes, marquees, hoist away opening s, sidewalk vaults, street banne r s, or decorat ions and similar expo- sures; or (b) The construction , erection, or remova l of elevators; or (c) The ownership, maintenance, or use of a ny elevators covered by this insurance. However: 1. The ins urance affor ded to such ad d itional insured on ly applies to the extent permitt ed by law; arid 2. lf co v erage provided to the add itiona l insured is requi red by a cont rac t or ag ree m ent, the insur- ance afforded to such add itiona l insured wi ll not be broader than that wh i ch you are req uired by t he contract or agreement t o prov ide fo r such additio nal insured. With respect to Pa r agraph 1.a. above, a pe rson 's or organization's sta t us as an additional insured under th is endorse ment ends w hen: (1) All work, including materials, parts or equipmen t furnished in connection with such work, on the project (other t han service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the l ocation of the covered operations has been comp leted; or (2} That portion of "your work" out of wh rch the inj ury or damage arises has been put to it s intended use by .any person o r organ izat ion other than another contract o r or subcont ractor engaged i n performing operations for a principal as a part of the same project. Witt1 respect to Paragraph 1.b. above, a person 's or organization's status as an ad d itional insured unde r t hi s endorsement ends when their written contract or written agreement with you for such prerni ses or facHit ies ends . With respects to Paragraph 1.c. above, this insurance does not apply to a ny "occurrence" wh ich takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The i nsu ra nce provided by t h is endorsement app l ies only if the writte n contrnct or written agreem s:-i t is signed p t ior to the "bod tly injury" or ''pr o perty damage ". We have no duty to defend an additiona l i nsured under this endorsemen t until we receive written not ice of a "suit" by the additional insured as required i n Paragraph b. of Condition ?.. Du t ies In the Event Of Occurrence, Offense, Claim Or Suit under Section IV -Com m erci a l Generaf liab i lity Cond i· tions. © 20 13 liberty Mutual Insura n ce CG 881 0 041 3 In c ludes copyrig hte d m ate rial o f In sura n ce Se rv i ces Office, Inc., w ith it s per mis sion. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I~ Coverage A· Bodily Injury And Property Damage liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operat i ons at the locati Oh where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to rende r, any professiona l a rc hitectura l, engineering or surveying services, includi ng: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orde r s or drawings and specifications; or {2) Supervisory, ins pection, architectural or engineering activities. This exclusion applies even if t he claims against any insured a Hege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" whic h caused the ''bodily injury" or "property damage", or the offense whic h caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectura l, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put t o its intended use by any person or organizat ion other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person ot organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the Insurance afforded to these additional insureds, the foflowing is added to Section Ill • Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, t he most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable limits of Insurance shown in the Declarations; wh ichever is less. This endorsement shalf not increase the applicable Limits of Insurance shown Jn the Declarations. H. PRIMARY AND NON·CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under th is policy. Condition 4. Other Insurance of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows : a. The following is added to Paragraph a. Primary Insurance: !f an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the add i tional insured's policy for damages we cover. © 2013 liberty Mutual Insurance CG 8810 0413 l ncludes copyrighted material of Insu ranc e Services Office, Inc., with its permission. Page 5 of 8 b. The foflowing is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental o r lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional i nsured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an add i tional insured on other policies. I, ADDITIONAL INSUREDS · EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this po l icy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured underthis endorsement wiH as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity ot any claim or "suit" to all insurers whom a l so have insurance availab l e to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement unti l we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section Ill • Limits of Insurance of this policy, whichever are less . These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/ MALPRACTICE WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION • MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section fl. Who Is An Insured is replaced with the torrowing: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members {if you are a partnership or joint venture}, to your members {if you are a limited liability company}, to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" whi le performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee " or "volunteer worker" as a consequence of Paragraph {1, (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (l) {a} or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional heslth care ser- vices is not otherwi se excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and {b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is ac t ing in a supervisory capacity for you. Supervisory capacity as used he rein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ· ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013 L ibe rty Mutual l nsurance CG 8810 0413 ln('hlrlf\~ ~nnvriohtPcf m:.tPri;:il nl lnc:ur~nrr,1 C:1>r\J i('-t:).~ ()Hiro lnr' u .rith i tc norn .. i r-c-inn P:ono A nl R advertising injury" arising out of their willful conduct, which is defined as the purposefu l or willful intent to cause "bodily injury" or "personal and advert is ing injury ", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectab!e insu rance available to your "employee". K. NEWLY FORMED OR ADDITIONAll V ACQUIRED ENT ITIES Pata graph 3-of Section II• Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority Inte rest, will qualify as a Named Insured If there is no other similar insurance available t o that organization. However: a. Coverage under this provision is afforded only until t he expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury " or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "persona l and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualities as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS ANO PRIOR OCCURRENCES Under Section IV -Commercial General Liability Conditions, the following is added to Condition 6. Repre• sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUfT Under Section IV -Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured lis ted under Paragraph 1. of Section 11 • Who Is An Insured or a person who has been designated by them to receive repo rts of "occurrences", offense.s, claims or "suits" shall have recerved such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE ff we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium c harge, your policy will automatically provide the coverage as of the day the revision is effective in your state. 0. BODILY rNJURY REDEFfNED Under Section V -Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustai ned by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty MutuiJ/ In surance CG 88100413 Includes copyrighted material of Insu rance Services Office, lnc .. with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a, of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or ''property damage" expected o r intended from the standpoint of the insured. This exclus ion does not apply to "bodily injury" or "property damage'' result i ng from the use of reasonab le force to protect persons or property . 0. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -WHEN REQUIRED lN A CONTRACT OR AGREEMENT WITH YOU Under Section IV· Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organ ization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under ,3 contract with that person or organization and included in the "products-completed opera~ions hazard" provided: 1. You and that person or organization have agreed rn writing in a contract or agreernent that you waive such rights against that person or organization; and 2. The i njury or damage occurs subsequent to the execution of the written contract or written agree- ment. © 2013 liberty Mutu1,l Insurance CG 8810 0413 Includes copyrighted material of Insurance Services Office, inc., with its permission. Page 8 of8 Policy# BKW(18)57695795 COMMERCIAL GENERAL LIABILITY CG 89 70 0511 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -AMENDMENT OF CANCELLATION PROVISIONS OR COVERAGE CHANGE This endorsement modifies insurance provided under the followi ng: COMMERC IAL GENERAL LIABILITY COVERAGE PART Any term or provision of the Cancellation Conditions of t he po licy or any endorsement amending or replacing such Conditions is amended by the following : If you have agreed in a written contract or written agreement to provide a person or organization who qualifies as an additional insured under th is policy a notice of ca ncellation and/or material change that reduces or restricts the insurance afforded by this Coverage Part we agree to the following: CG 89 70 05 11 a. Provide 30 days prior written cancella t ion notice for reasons other than nonpayment of premium and/or 30 days prio r written notice of coverage chan ge per schedule of additional insureds provided to US. «~ 2011 Liberty Mutual Agency Corporation. All rights reserved . In c ludes copyrighted material of Insurance Se rvices Office . Inc .. w ith its permiss ion. Page 1 of 1 Policy# BAA(18)57695795 COMMERCIAL AUTO CA 8810 0113 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies ins urance provided under the followi ng: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement , the provisions of the policy apply unless modified by the endorsement COVERAGE INDEX SUBJECT ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT ACCIDENT AL AIRBAG DEPLOYMENT AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS AMENDED FELLOW EMPLOYEE EXCLUSION AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE BROAD FORM INSURED BODILY INJURY REDEFINED EMPLOYEES AS INSUREDS (including employee hired auto) EXTENDED CANCELLATION CONDITION EXTRA EXPENSE -BROADENED COVERAGE GLASS REPAIR -WAIVER OF DEDUCTIBLE HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) HIRED AUTO COVERAGE TERRITORY LOAN / LEASE GAP PARKED AUTO COLLISION COVERAGE {WAIVER OF DEDUCTIBLE) PERSONAL EFFECTS COVERAGE PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE RENTAL REIMBURSEMENT SUPPLEMENTARY PAYMENTS TOWING AND LABOR TWO OR MORE DEDUCTIBLES UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION II -LIABILITY COVERAGE is amended as fol lows: 1. BROAD FORM INSURED PROVISION NUMBER 3 12 19 5 13 1 22 2 23 10 15 6 20 14 16 11 8 g 4 7 17 18 20 SECTION II -LIABI LITY COVERAGE , paragrap h A.1. -WHO IS AN INSURED is amended to include the following as an insured : CA88100113 d. Any legally incorporated entity of wh ich you own more than 50 percent of the voti ng stock during the policy period. However, "insured'' does not include any organization that : (1) Is a partnership or joint venture; or (2) Is an insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automob ile policy. Paragraph d. (2} of this provision does not apply to a policy writte n to apply specifica lly in excess of this pol icy. e. Any organization you newly acquire or form, other than a partnership or join t venture, of which you own more than 50 percent of the voling stock. This automatic coverage is afforded only for 180 days frorn the date of acquisition or format ion . However, coverage under this p rovision does not apply: (1) If there is similar insurance or a self-insured retention p l an availal)le to that organization; © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance SeN1ces Office. Inc., with its perm ission. Page 1 of 7 (2) If the Limits of Insurance of any other in surance policy have been exhausted ; or (3) To "bod ily injury'' or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INS UREDS SECTION II -LI ABILITY COVERAGE , paragraph A.1. -WHO IS AN INSURED is amended to include the following as an insured : f. Any "emplo yee" of yours while using a covered "a uto" you do not own, hire or borrow , but only for acts within the scope of their employment by you . Insurance provid ed by this endorsement is excess over any other insurance available to any "employee''. g. An ''employee" of yours while operating an ''auto'' hi re d or borrowed under a written contract or agreement in th at "em ployee's" name , w ith you r permission, while performing duties related to the conduct of your business and withi n the scope of the ir employment. Insurance provided by this endorsement is excess over any other insurance available to the "emplo yee ". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION 11 -LIABILITY COVERAGE, paragraph A.1 . -WHO IS AN INSURED is amended to i nclude the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or or ga nization have agreed in a written contract, agreement , or permit issued to you by governmental or public authority, to add such pe rson , or organization , or governmental or public authority to t his policy as an "i nsured". However, such person or organization is an "i nsured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for ''bodily inj ury '' or "property damage " caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to yoLi ; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II -LIABILITY COVERAGE, Coverage Extensions , 2.a. Supplementary Payments, paragraphs (2) and (4) are replace d by tt1e followin g : (2) Up to S3 ,000 for cost of bail bonds (including bonds for related tra ffi c violations) required because of an "acci dent" we cover. We do not have to furnish these bonds . (4} A ll reasonable expenses incurred by the insured at our request, including actual loss of earnings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those juris di ct ions where, by law, fellow employees are not entitled to the protection afforded to the employer by the w orkers compensation exclusivity rule , or simila r protection, the following provision is added: SECTION II -LIA BILITY , exclusi on 8 .5 . FELLOW EMPL OY EE does not app ly if the "bodil y injury " results from the use of a covered "auto" you own or hire. SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended as follows : 6. HIRED AUTO PHYSICAL DAMAGE CA88100113 Paragraph A.4 . Coverage Extensions of SECTION Ill -PHYSICAL DAMAGE COVERAGE , is amended by adding the fo llo wing: If hired ''autos " are covered "autos" for Liability Cove rage, and if Comprehens ive, Specified Causes of Loss or Collis ion coverage are provided under the Bus iness Auto Coverage Form for any "aufo" you own , then the Physical Damage coverages provided are extended to "autos": a . You hire , rent or borrow ; or ©2013 L iberty Mutual Insurance Includes copyrighted material of Insurance SeNices Office, Inc., with its pem1 ission. Pag e 2 of 7 b . Your "employee" hires or rents under a written contract or agreement in that "emp loyee's" name, but only if the damage occurs wt1i le the vehicle is being used in the cond uct of your business, subject to the following limit and deducti ble : A . The most we will pay for "loss " in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) Th e actual cash value of the damaged or stolen property as of the l ime of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property wit h other property of like kind and quality, minus a deductible . B. The deductible w ill be equal to the largest deductible applicable to any owned "a uto" for that coverage . C. Subject to the limit, deductible and excess provisions described in th is provision, we will provide coverage eq ual to the broadest coverage applicable to any covered ''auto'' you own. 0. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liab le and the lessor incurs an actual financial loss. E. Th is coverage extension does not apply to : (1) Any "auto" that is hired, ren ted or borrowed with a driver; or (2) Any "auto" that is hired , rented or borrowed from your "em ployee". For the p urposes of this provision, SECT ION V -DEFINITIONS is amended by adding the following : "Total loss " means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING ANO LABOR SECTION Ill -PHYS ICAL DAMAGE COVERAGE, paragraph A.Z. Towing, is amended by the addition of the following: We will pay towing and labor costs in curred, up to the limits shown be low, each time a covered ~auto" classified and rated as a private passenger ty pe, ''light truck'' or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks", we will pay up to $50 per d isablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10 ,000 pounds or less . c. For "med ium trucks ", we w ill pay up to $150 per disablemen t. "Medi um trucks " are trucks that have a gross vehicle weight ( GVW) of 1O,001 -20 ,0 00 pounds. However , the labor must be performed at the p !ace of disab lement. 8. PHYSICAL DAMAGE• ADDITIONAL TRANSPORTATION EXPENSE COVERAGE CA 8810 0113 Paragraph A.4 .a., Coverage Extension of SECTION Ill -PHYSICAL DAMAGE COVERAGE, is amended to provid e a li mit of $50 per day and a maximum lim it of $1 ,500 @ 2013 Liberty Mutual Insurance Inclu des C<;>pyrighted materia l of Insurance Serv :ces Office, Inc .. wi th its perm ission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION Il l -PHYSICAL DAMAGE COVERAGE , A. COVERAGE , is amended by adding the following: a. We will pay up to $75 per day for ren tal reimbursement expenses incurred by you for the rental of an ''a uto " because of ·'accident" or "loss··. to an ·'auto" for which we also pay a "loss" under Comprehensive , Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "loss" to the covered "a uto ." b. Rental Reimbursement will be based on the rental of a comparable vehicle, v1hic h in many cases may be substantially less than $75 per day , and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your lools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss " results from the total theft of a covered "a uto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "pers onal effects" as defined in provision 11. 10. EXTRA EXPENSE · BROADENED COVERAGE Under SECTION Il l -PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for t he expense of returning a stolen cove red "auto" to you. Th e maximum amount we will pay is $1 ,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto " you own and that "auto" is stolen, we will pay, withou t application of a deductible , up to $600 for "personal effects" sto len with the "auto ." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V -DEFINITIONS is amended by adding the following: For the purposes of this provision, "persona l effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not inc lude tools, equipment, jewelry, money or securities . 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION Ill -PHYS ICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to t he accidental discharge of an a irbag . Any insurance we provide sha ll be excess over any other collectible insura nce or reimbursem ent by manufacturer's warra nty . However, we agree to pay any deductible ap p licable to the olher coverage or warran ty. 13. AUDIO, VISUAL ANO DATA ELECTRON IC EQUIPMENT COVERAGE: CA 8810 01 13 SECTION Il l -PHYSICAL DAMAGE COVERAGE, 8. EXCLUSIONS, exception paragraph a . to exclus ions 4.c. and 4.d. is de leted and replaced with the following : © 2013 Liberty Mutual Insurance Includes copy1ighled rnaleri::sl of lnsuram:e Serv [ces Office, lnc., with ils perm ission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely fer the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equ ipment is designed to be solely operated by use of the power from the "auto 's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto "; or If the "l oss " occurs solely to audio, visual or data electronic equipment or accessories used with this equipment , then our obligation to pay for, re pair , return or replace damaged or stolen property w ill be reduced by a $100 deductible. 14. LOAN I LEASE GAP COVERAGE CA 8810 0113 A. Paragraph C ., LIMIT OF INSURANCE of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "au to " owned by or leased to you in any one "accident" is the greater of the: 1 . Balance due under the terms of the loan or lease to wh ich the damaged co vered "auto'' is subject at the time of the "loss " less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "los s", b . Financial pena lties imposed under a lease due to high mileage, excessive use or abnorma l wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous lo ans or leases, e. Final payment due under a "Bal loon Loan '', f. The dollar amount of any unrepaired damage which occurred prior to the "total loss " of a covered "aut o", g. Security deposits not refunded by a lessor, h. A ll refunds payab le or paid to you as a result of the e.arly termination of a lease agreement or as a result of the earty termination of any warranty or extended service agreement on a covered "auto", L Any amount representing taxes , j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the t i me of the "loss". An adjustment for depreciation and physica l condition wil l be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which t he covered "auto " that incurred the loss serves as collateral, or lease written on the covered "auto " that incurred the loss. C. SECTION V-DEFINTIONS is changed by add ing the following : As used i n this endorsement provis ion, the following definitions apply: ''Total loss" means a 'foss" in wh ich the cost of repairs plus the salvage value exceeds the actual cash va lue . A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of !he loan, thereby requiring a large final payment. © 2013 Liberty Mutual Insurance Includes copyrighted material of In surance Services Office, Inc., wi th it s perm ission. Page 5 of 7 15. GLASS REPAIR· WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECT ION Ill -PHYSICAL DAMAG E COVERAGE is amended by the addition of lhe following : No dedudi!Jle apµl ies tu glass damage if Uie glas::; is repaired ra(tu~r U1a11 ,eplaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D . Deductible of SECTION Ill -PHYSICA L DAMAGE COVERAGE is amended by the add ition of the following : The deductib le does not apply to "loss" caused by collision to such covered "auto " of the pr ivate passenger type or li ght weigh t truck with a gross veh ic le we ight of 10,000 lb s. or less as defined by the manufacturer as maximum loaded weight the "auto " is designed to carry whlle it is : a. In the charge of an "insured"; b. Legally parked ; and c. Unoccupied . T he "los s" must be reported to the police author itie s withi n 24 hours of known damage. T he total amount of the damage to the covered "auto " must exceed the deduct i ble shown in the Declarat ions. T his provision does not apply to any "loss " if the covered "a uto " is in the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECT ION Ill PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same acc ident, the following app li es to paragraph D. Deductible : a. If the applicable Bus iness Auto deductible is the smal ler {or smallest) ded l JCtible it will be waived ; or b. If the app licable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or sma llest) deductible; or c. If the loss involves two or more Bus iness Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsemenl company means any company that is part of lhe Li berty Mutua l Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECT IO N IV-BUSINESS AUTO COND IT IONS, Paragraph 8.2. is amended by adding the following : If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced . However , you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional prem ium for any such hazard or exposure . 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS CA88100113 SECTION IV -BUS INESS AUTO CONDIT IONS, paragraph A.2.a. is replaced in its ent i rety by the following : a. In the event of ''accident", claim , "suit" or "loss ", you must promptly notify us w!1en ii is known to: 1. You, if you are an individual; 2 . A partner, if you are a partnership ; 3 . Member, if you are a limited li ability company; 4 . An executive officer or the ''employee" designated by the Named Insured to give such notice , if you are a corporation. © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., wilh its penn ission . Page 6 of 7 To the extent possib le, notice to us shoul d include : (1) How, when and where t he "accident" or "loss" took place ; (2) The "insureds" name and address ; and (3) The names and addresses of any injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV -BUSI NESS AUTO COND ITIONS , paragraph A.S., Transfer of R ights of Recovery Against Others to Us, is amended by the addition of the fol lowing If the person or organization has waived those rights before an "accident" or "loss", our rights are waived also , 21. HIRED AUTO COVERAGE TERRITORY SECTION IV -BUSINESS AUTO CONDITIONS, paragraph 8 .7., Policy Period, Coverage Territory , ls amended by the addition of the following: f. For "autos" hired 30 days or le ss , the coverage territory is anyvvhere in the world, provided that the insured 's responsibili ty to pay for damages is determined in a "suit", on the merits , in the United States , the territories and possessions of the Un ited States of Amer ica , Pue rto Rico or Canada or in a settlement we agree to. This extens ion of coverage does not app ly to an "auto " hired , leased, rented or borrowed w ith a driver. SECTION V -DEFINITIONS is amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V -OEFINTIONS, definition C . is replaced by t11e following: "Bodily inJury" means physical injury, sickness or d isease sustained by a person , including mental anguish , menta l injury , shock, fright or death resu lting fro m any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION CA8810 0113 COMMON POLICY CONDITIONS, paragraph A.-CANCELLATION cond iti on app li es except as follows: If we cancel for any reason other than nonpayment of premium, we will mail to t he fi rst Named Insured written notice of cance lla tion at least 60 days before the effective date of cancellation. Thi s provision does not apply in those states w hich require more than 60 days prior notice of cancellation. © 2013 Liberty Mutual Insurance Inc ludes copyrighted mater ia l of Insurance Serv ices Office, Inc ., wi th its perm ission. Pagl'i! 7 of 7 POLICY NUMBER: BAA(18)57695795 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement , the provisions of the Coverage Form apply unless modi- fied by this endorsement This endorsement identifies person(s) or organization (s) who are "insureds" under the Who Is An In sured Provi- sion of the Coverage Form . This endorsement does not alter coverage provided in the Coverage Form . This endorsement changes the policy effective on the incep tion date of the pol icy unless another date is indicated below. Effective Date: 12/4/2017 Named Insured : CSG Consultants , Inc.; Preci si on lnspection-CSG SCHEDULE Name of Person(s) or Organ ization(s} 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 tt1e endorsement.) Each person or organization shown in the Schedu le is an "insured" for Liability Coverage , bu t only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Fonn CA20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 D Policy · BAA(18)57695795 COMMERCIAL AUTO CA88660513 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED -NONCONTRIBUTING This endorsement mod if ies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM T RUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by th is endorsement. This endorsement identi fies person{s) or organization{s) who are "insureds" under the Who Is An Insured Provis ion of the Coverage Form . This endorsement does not aller covera ge provided in the Coverage Form. Schedu le Name of Person(s) or Org:mization(s): Any entity w ith respec t to a covered "auto" provided that you and such entity have agreed in a written contract, agreen,en t, or pe rm it to add such entit y as an "i ns ured ''. Regarding Designated Contract or Project: NIA Each person or organization shown in the Schedule of this endorsement is an "insured" for Liability Coverage , but only to the extent that person or orga nization qualifies as an "insured" under the Who Is An Insu red Prov ision con ta ined in Sectio n II of the Coverage Form. The following is added to the Other Insurance Condit ion: If you have agreed in a written agreement that th is po licy will be primary and without righ t of contribution from any insurance in force for an Add itional Insured for liabil ity arising out of your operat ions , and the agreement was executed prior to the "bodily in j ury" or "property damage", then th is insurance will be primary and we will not seek contribution from suct1 insurance . © 20 13 Liberty Mutua l Insurance. Ail riohts reserved . CA 88 66 0513 Inclu des copyrighted material of Ins urance Services Office, Inc .. with its permission . Page 1 of 1 Policy# BAA(18)57695795 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY . AMENDMENT OF CANCELLATION PROVISIONS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM GARAGE COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the policy apply un le ss modified by this endorsement Any te rm or provision of the Cancellation Conditions of the policy or any endorsement emending or replacing such Conditions is amended by the following: If you have agreed i n a written contract or written agreement to provide a person or organization notice of cancellation we agree to the following : a. Provide a 30 days prior written cancellation notice to such persons or organization for reasons other than nonpayment of premium, but only if we are provided with a schedule of persons or organizations with whom you have agreed to provide notification more than 30 days before the cancellation is to take effect. As a condition of this endorsement, you must notify your agent of any written contract or agreement whe re you have agreed to provide notice of cance llatio n , other than nonpayment of premium, to a specific person or organization. Failu re to provide to a person or organization in accordance with the terms of this endorsement shall not extend the effective date of t11e cancel lation or otherwise affect cancellation of the po licy as lo any insured. CA88 76 0314 © 2013 Liberty Mutual Insurance. Ail rights reserved. Page 1 of 1 Includes copyrighted materi al of Insurance Services Office, Inc .. with its permiss ion . WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 0410B (Ed. 9-14) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS We have the r ight to recover our payments from anyone liable for a n injury covered by this policy . We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be 2% of the total manual p rem ium otherwise due on such remuneration. The minimum premium for this endorsement is $350. This agreement shall not operate direct ly or indirectly to benefit anyone not named in the Schedule. BLANKET WAIVER Person/Organization Job Description A ll CA Operations SCHEDU LE Blanket Waiver -Any person or organization for whom the Named In sured has agreed by written contract to furnish this waiver. Waiver Premium 2935.00 Th is endorsement changes the pol ic y to whic h it is attached and is effective on the date issued unless otherwise stated. (The information below is requ ired only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 12 /1 / 17 In sured CSG Consu ltants , Inc . Insuran ce Co mpany Cypress Insurance Company WC 99 04108 (Ed . 9-14) Policy No. CSWC821833 Endorsement No. Premium$ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION-CERTIFICATE HOLDERS (SPECIFIED DAYS) The person(s) or organization(s) listed or described in the Schedule below have reques ted that they receive written notice of cancell ation when th is policy is cancelled by us. We will mail or deliver to the Person(s) or Organization(s) fisted or described in the Schedule a copy of the written notice of cancellation that we sent to you. If possible, such copies of the notice wit! be mailed at least 30 days, except for cancel lation for non ~payment of premium which wil l be mai led 10 days, prior to the effective date of the cancellation, to the address or addresses of certificate holders as provided by your broker or agent. Schedule Person(s) or Organization{s) inc luding mailing address: All certificate holders where written notice of the cancellation of this policy is required by written contract, permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed in the Decla ration s Page of this policy for the purposes of complying with such request. This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date nor impact or negate any cancellation of the policy. This endorsement does not entitle the person(s} or organization(s) listed or described in the Schedule above to any benefit, rights or protection under this policy. Any provision of th is endorsement that is in conflict with a statute or rule is hereby amended to conform to that statute or rule. All other terms and conditions of this policy remain unchanged. Endorsement Number: 7 Policy Number: PAAEP0008802 Named Insured: CSG Consultan ts, Inc. This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: December 4, 2016 00 ML0087 00 11 10 Page 1 of 1 AGREEMENT BETWEEN THE CITY OF CUPERTINO AND CSG CONSULT ANTS, INC. FOR APPLE CAMPUS 2 PLAN REVIEW SERVICES THIS AGREEMENT, is entered into this twentieth day of October, 2016, by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and CSG Consultants, Inc., a California Corporation whose address is 550 Pilgrim Drive, Foster City, California 94404 (hereinafter referred 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 powe1: 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 tenns and conditions described herein. D. City and Consultant desire to enter into an agreement for plan review services at Apple Campus 2 upon the terms and conditions herein . NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on October 20, 2016, and shall terminate on December 3 1, 2018, unless te1minated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall perform each and every service pursuant to the schedule of performance set forth in Exhibit "A," attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed one million one hundred and twenty thousand dollars ($1,120,000.00) based on the rates and terms set forth in Exhibit "A." 4. TIME IS OF THE ESSENCE Consultant and City agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE Consultant agrees to perform all services required by this Agreement in a manner Pa ge J of 11 CSG Consu l tants for AC2 , 10 .20.2016 commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES City and Consultant intend that the relationship between them created by this Agreement is that of 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 hannless 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 IZl 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 otherwise, arising out, pertaining to , or related to the negligent performance of this Agreement by Consultant or Consultant's employees , officers, officials , agents or independent contractors. Such costs and Page 2 of 11 CSG Consultants for AC2 , 10 .20.2016 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 termination of this Contract. 10. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance w ith the requirements listed in Exhibit "D". Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this 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 performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. B. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his /her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein , a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. Failure to secure or maintain insurance. If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate pennitted by law and computed from the date written notice is received that the premiums have not been paid. D. Additional Insured. City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. Sufficiency of Insurance. The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. F. Maximum Coverage and Limits. It shall be a requirement under this Page 3 of J J CSG Consu l tants for AC2 , 1 0 .20 .2016 Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be avai lable to the additional insured City. Furthermore, 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 wanants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it will not employ any person having such an interest. Consultant agrees to advise City immediately if any conflict arises and understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 12 . PROHIBITION AGAINST TRANSFERS Consultant shall not assign , sublease, hypothecate, or transfer this Agreement, or any interest therein , directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the contro l 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 performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to caITy general, automobile and professional liability insurance in reasonable confonnity to the insurance canied 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 subcontractors in their subcontract the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they app ly to the scope of the subcontractor's work. 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. Page 4 of 11 CSG Consultants for AC2 , 10 .20 .2016 Subcontractor further agrees to include these same prov1s10ns with any sub- subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the subcontractor upon request. Consultant shall 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 compliance to City. 14. PERMITS AND LICENSES Consultant, at his /her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits , certificates and licenses including, but not limited to , a City Business License, that may be required in connection with the performance of services hereunder. 15 . REPORTS A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to 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 Con sultant may be used by City in execution or implementation of: (I) The original Project for which Consultant was hired ; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as City deems appropriate . C. Consultant shall , at such time and in such form as City may require , furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original , which shall be single sided . E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. 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, documents , proceedings and activities related to this Agreement. Such records , together with supporting documents , shall be kept separate from other documents and records and Pa ge 5 of 11 CSG Consultants for AC2 , 10 .20.2016 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 supp lemental 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 supp lemental examination or audit. 17 . NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code and Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available . This Section shall take precedence in the event of a conflict with any other covenant, term , condition, or provision of this Agreement. 18 . ENVIRONMENTALLY PREFERABLE PURCHASING Consultant shall comply with the City's Environmentally Preferable Procurement Policy whenever practicable in completing any work under this agreement, including but not limited to: • Using paper products made with recyc led 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 ToITe Ave. Cupertino CA 95014 Attention: Albert Salvador; Building official Page 6 of 11 CSG Consultants for AC2 , 10 .20 .2016 TO CONSULT ANT: Michael Loomis CSG Consultants, Inc . 550 Pilgrim Drive Foster City, CA 94404 20. TERMINATION In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the perf01mance of this Agreement. If Consultant fails to cure the default within the time specified and according to the requirements set forth in City's written notice of default, and in addition to any other remedy available to the City by law, the City Manager may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The City Manager shall also have the option, at its so le discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein . Upon receipt of any notice of termination, Consult ant shall immediately discontinue perfo1mance. 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 perform its material obligations under this Agreement. Upon termination, Consultant shall immediately deliver to the City any and all copies of studies, sketches, drawings, computations , and other material or products , whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall become the property of City. 2 1. COMPLIANCE Consultant shall comply with all state or federal laws and all ordinances, rules, policies and regulations enacted or issued by City. 22 . CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws , orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Court of the County of Santa Clara, State of California. 23 . ADVERTISEMENT Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services perfonned under this Agreement unless prior written approval has been secured from City to do otherwise. 24. WAIVER Page 7 of 11 CSG Consul t ants for AC2 , 10 .20 .2016 A waiver by City of any breach of any te1m , covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 25. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, 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 inse1ted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein . If through mistake or otherwise, any such provis ion is not inserted or is not correctly inserted, the Agreement shall be amended to make such in sertion 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. CONSULTANT MUNICIPAL CORPORATION By Title _.ct_fW.S_.JWW.,11m...P/lJ:.Ull'.ENT Date VJ£ C7 ~~ Date C8:I Ove r $175,000-Co I cil Appro va l Required D Over $45,000-Depa1im ent Head Appro va l Required D U p to $45,000-D es ignated S up ervisor A pprova l R eq uired RECOMMENDED FOR APPROVAL ~, W: "XtWoJ?r A'lbert Salvador, Building Official Page 8 o f lJ CSG Consultants for AC2 , 10 .20 .2016 A~~S TO FORM: ~City Attorney ATTEST: ~. ...._ ~ Ji City Clerk S---/ J -/ 1 Exhibits : (Chec k box for exhibi ts th at a pply to thi s c ontract a nd a tt ach) IZI Exhibit "A"-Scope of Services, Schedule of Perfo1mance, Compensation IZI Exhibit "B" -Insurance Requirements and Proof of Insurance EXPENDITURE DISTRIBUTION PO#2017-2,&Cj 100-73-714 900 -923 Amount $1,120 ,000 .00 Total $1,120,000.00 Page 9 o f J1 CSG Consultants for AC2 , 10.20 .2016 ,-..... CSG CONSU LTANTS ', October 20, 2016 Mr. Salvador, Exhibit A 550 Pilgrim Drive Foster City, CA 94404 phone 650.522.2500 fo x 650.522.2599 www.csgengr.com CSG Consultants is pleased to present the following extension request for our contract on the Apple 2 Campus project to perform building plan review and related services . This extension request is intended to serve to the completion of all phases of the project and is effective until December 31, 2018. Should work on these projects extend beyond December 31, 2018, the terms of the original contract and this extension request will remain in effect until final certificate of occupancy is issued for all buildings on the site. Except the below stated adjustment to the scope and fees noted below, all other terms of the previously approved contract remain unchanged. Scope of Services CSG Consultants will continue to provide plan review services, on-site plan review and coordination between building department and other approval agencies within the City of Cupertino and Santa Clara County Fire. On-site plan review services are currently limited to 2 days (16 hours) per week and will continue as long as deemed beneficial for the project by the City of Cupertino and the applicant. The scope of hereby increased to include plan review for the "Marcom" building. This building was not originally included in the previous contract. Scope of work for this building will include plan review of permit submittals, RFls, Deferred Submittals. Refer to the fee section below for related costs for this review. Fees Based on the level of completion of each building on site, the attached fees cover the remaining costs to perform all work to completion of the project. The fees below represents to total, not to exceed, fee to complete the project and is in addition to fees already paid by the City of Cupertino. They are not in addition to the fees quoted in the original proposal. Fee allocation per building/permit is approximate based on the status of the ongoing construction. Total fee to complete all phases and buildings: $1,120,000 Please sign and return this letter as acceptance of this extension request . If you have any questions, please feel free to contact me or Shweta Prakash. Regards, Michael Loomis, S.E., CASp, CBO Principal Structural Engineer Accepted by: City of Cupertino CC: Cyrus Kianpuor, President, CSG Consultants Inc. Shweta Prakash, P.E. Date FOSTER CITY I PLEASANTON I SAN JOSE I SACRAMENTO I NEWMAN I ORANGE CSG CONSULTA NTS Apple 2 Campus Project Remaining Scope Fee to completion Phase I Building permit review ongoing; review of RFis, deferred submittals; review up to 5 addendum $4 0,000 5 Site Structures submittals per building. Review of RFis, deferred s ubmittals; r eview up to 4 Theater addendum submittals . $5 0,000 Review of RFis, deferred submittals; review up to 4 Fitness Center addendum submittals. $40,000 Attend coordination meetings, processing of submittals, coordination with other City General Administration departments. $100,000 Phase II Review of RFis, deferred submittals; review up to 4 Office Building addendum submittals. $50,000 Review of RFi s, deferre d submittals; r ev iew up to 4 Parking Structure addendum s ubmittals. $6 0,000 Building permit review ongoing; review of RFis, d eferred submittals; review up to 5 addendum R & D North and South submittals per building. $15 0,000 Building p ermit review ongoing; review of RFis, deferred submittals; review up to 4 a ddendum Visitor's Center s ubmittals. $9 0,000 Project not ye t submitted for r eview . Scope includes review for permit issu an ce; review of RFis, deferred Marcom Building* submittals; r eview up to 5 addendum submittals. $19 0,0 00 Attend coordination m ee tings; processing of submittals; coordination with other City General Administration d epartments. $5 0,000 Up to 2 days per week as n eeded for project On-Site Plan Review r equirements. $3 00 ,000 Total $1,120,000 ; . _-:· /.;.',-'lo ,_.,~?i'f,>:,:J~.:-..•. ,, :,::;: '•:_ ,!(~r,:;,;;_:,,;.·,-:c•.·.(~({,.;f'l,(':.ff:,J·.:.,-;:,;:;;!'..;0 'h.'';f''·~:,t~r-_,;--,,~1j,:;•- 2 Contract No . --- Exhibit B 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 in surance coverage: A. COVERAGE: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits : Bodily Injury: $5 00 ,000 each occwTence $1,000,000 aggregate -all other Property Damage: $100,000 each occunence $250,000 aggregate If sub mitte d , combined sing le limit policy with aggregate limits in the amounts of $1,000,000 wi ll be considered equiva lent to the required minimum limits shown above. (3) A utomotive : Comprehensive automotive li abi li ty coverage in the following minimum limits: Bodily Injury : $500,000 each occunence Property Damage: $100,000 eac h occurrence or Combined Single Limit: $500,000 eac h occwTence ( 4) Professional Liability Professional li a bility insurance w hich includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000 ,000 . 11 CSG Consultants for AC2 10.20.20 16