Loading...
17-101 Studios Architecture, On Call Design Review ServicesAGREEMENT BETWEEN THE CITY OF CUPERTINO AND STUDIOS ARCHITECTURE FOR ON CALL DESIGN REVIEW SERVICES THIS AGREEMENT, is entered into this twentieth day of June , 2017 , by and between the CITY OF CUPERTINO , a California municipal corporation ("City"), and STUDIOS Architecture, a California corporation whose address is 405 Howard Street, Suite 488 (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 power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained , experienced and competent to perform the special services which will be required by this Agreement. C. Consultant possesses the skill , e x perience, ability, background , certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for on call design review services upon the terms and conditions herein. NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on July 1, 2017, and shall terminate on July 30, 2018 , unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall perform each and every service set forth in Exhibit "A" attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed Seven Thousand and Five Hundred dollars ($7 ,500.00) based on the rates and terms set forth in Exhibit "C ," which is attached hereto and incorporated herein by this reference. In order to request payment, Consultant shall submit monthly electronic invoices to CDDinvolces@.cupe rtino.org describing the services performed and the applicable charges (including a summary of work performed during that period , personnel who performed the services, hours worked , task(s) for which work was performed). 4. TIME IS OF THE ESSENCE Consultant and Cit y 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 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 haimless from and against any loss, damage , liability , costs or expenses arising from any noncompliance of this provision by Consultant. 8. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination , Consultant agrees that it shall not harass or discriminate against a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability , marital status, pregnancy, sex, age , sexual orientation, or any other protected class. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS IZI Standard Indemnification: Consultant shall , to the fullest extent allowed by law and without limitation of the provisions of this Agreement related to insurance , with respect to all services performed in connection with the Agreement, indemnify , defend, and hold harmless the City and its officers , officials , agents , employees and volunteers from and against any and all liability, claims, actions , causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature , whether physical , emotional , consequential or otherwise, arising out, pertaining to , or related to the negligent performance of this Agreement by Consultant or Consultant's employees , officers , officials , agents or independent contractors . Such costs and expenses shall include reasonable attorneys ' fees of counsel of City's choice , expert fees and all other costs and fees of litigation. 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. ~ Design Professional Indemnification: A. Claims for Professional Liability. Where the law establishes a standard of care for Consultant 's professional services , and to the extent the Consultant breaches or fails to meet such established standard of care , or is alleged to have breached or failed to meet such standard of care , Consultant shall , to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify , defend , and hold harmless the City and its officers, officials , agents , employees and volunteers from and against any and all liability , claims , actions , causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature , that arise out of, pertain to , or relate to the negligence , recklessness , or willful misconduct of Consultant or Consultant's employees , officers , officials , agents or independent contractors. Such costs and expenses shall include reasonable attorneys ' fees of counsel of City 's choice , expe1i fees and all other costs and fees of litigation . Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City , its agents or employees. B. Claims for Other Liability. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement , indemnify , defend , and hold harmless the City and its officers, officials , agents , employees and volunteers against any and all liability , claims, actions , causes of action or demands whatsoever from and against any of them , including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to , or relate to the negligence , recklessness , or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice , expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City , its agents or employees. Indemnification under this section for damage to property or other liability of any nature shall include damage caused by 1. Consultant's unauthorized use or dissemination of confidential information , 11. Consultant's unauthorized access to or use of City or third person 's computer hardware and networks , and 111. Consultant's introduction of a computer virus , malware or other unauthorized programs to the City or third person 's computer hardware , network , or other computer-related property and the data, software , and programs thereon , or failure to reasonably protect against such actions. C. Claims involving intellectual property. In addition to the obligations set forth in (A) and (B) above , Consultant shall indemnify , defend , and hold the City , its elected and appointed officers, employees , and volunteers , harmless from and against any Claim in which a violation of intellectual property ri g hts , including but not limited to copyright or patent rights , is alleged that arises out of, pe11ains to , or relates to Consultant's negligence , recklessness or willful misconduct under this Agreement. Such costs and ex penses shall include reasonable attorneys ' fees of counsel of City 's choice , expe11 fees and all other costs and fees of litigation. 10. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type , amount , class of operations covered , effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D ". Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this ce1iificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupe11ino 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. Cons ultant 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 permitted by law and computed from the date written notice is received that the premiums have not been paid. D. Additional Insured . City , its City Council , boards and commissions, officers , employees and volunteers shall be nam ed 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 ex tension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. Sufficiency of Insurance . The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insured City. Fm1hermore , 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 warrants that it presently has no interest, and will not acquire any interest , direct or indirect , financial or otherwise, that would conflict in any way with the performance of this Agreement , and that it will not employ any person having such an interest. Consultant agrees to advise City immediately if any conflict arises and understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2 , Division 6 , Section 18700 of the California Code of Regulations. 12. PROHIBITION AGAINST TRANSFERS 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 pa11ner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 13. SUBCONTRACTOR APPROVAL Unless prior written consent from City is obtained , only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general , automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition , any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 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 apply to the scope of the subcontractor's work. Subcontractors hired by Consultant agree to be bound to c;:onsultant and City in the same manner and to the same extent as Consultant is bound to City under this Agreement. Subcontractor further agrees to include these same provisions with any sub- subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions 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. Consultant may apply for a Cupertino Business License o nline. If the Consultant's sole business contact within Cupertino is the sale of goods or services to the City itself, the Consultant may apply for an e x emption from the business license tax. 15. MINIMUM WAGE Given that the Consultant is subject to the City's business license requirements, the Consultant is also subject to the Cupertino Minimum Wage Ordinance (16-2 151). 16. REPORTS A. Each and every repo11 , 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 co1mection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B . All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and /or (4) Other City projects as City deems appropriate . C. Consultant shall , at such time and in such form as City may require, furnish repo11s 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, inf01mation 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 . 17. RECORDS Consultant shall maintain complete and accurate records with respect to sales , costs , expenses, receipts and other such infonnation required by City that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of s e rvices. 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 g ives City the right to examine and audit same, and to make tran s cripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records , together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after Consultant receives final payment from City for all services required under this agreement. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records , and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith , then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 18. 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. 19. ENVIRONMENTALLY PREFERABLE PURCHASING Consultant shall comply with the City 's Environmentally Preferable Procurement Policy whenever practicable in completing any work under this agreement, including but not limited to: • Using paper products made with recycled content and recycled/remanufactured toner and ink jet cartridges; • Printing with soy or low volatile organic compounds (VOC) inks; • Using energy-star compliant equipment; • Using cleansers and working with janitorial contractors to meet Green Seal's Industrial and Institutional Cleaners Standard ; and • Ordering supplies electronically and practicing other internal waste reduction and reuse protocols. 20. 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 Torre Ave. Cupertino CA 95014 Attention: Ariel Lattanzi TO CONSULT ANT: David Sabalvaro STUDIOS Architecture 495 Howard Street , Suite 488 San Francisco , CA 94105 21. TERMINATION In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified and according to the requirements set forth in City's written notice of default , and in addition to any other remedy available to the City by law, the City Manager may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The City Manager shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination , Consultant shall immediately discontinue performance. City shall pay Consultant for services satisfactorily performed up to the effective date of termination. If the termination 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. 22. COMPLIANCE Consultant shall comply with all state or federal laws and all ordinances, rules , policies and regulations enacted or issued by City. 23. CONFLICTOFLAW 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 Comi of the County of Santa Clara, State of California. 24 . ADVERTISEMENT Consultant shall not post , exhibit , displ ay or allow to be posted , exhibited , displayed any signs , advertising, show bills , lithographs , posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 25. WAIVER A waiver by City of any breach of any term , covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term , covenant , or condition contained herein , whether of the same or a different character. 26. 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. 27. 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. 28. INSERTED PROVISIONS Each provision and clause required by law to be inserted into the Agreement shall be deemed to . be enacted herein , and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not conectly inserted , the Agreement shall be amended to make such insertion on application by either party . 29. 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 tem1s or provisions of this Agreement. All unchecked boxes do not apply to this Agreement. IN WITNESS WH E REOF , the parties have caused the Agreement to be executed. CONSULTANT Exhibits: ~ Exhibit "A" -Scope of Services D Exhibit "B "-Schedule of Performance D Ex hibit "C"-Compensation MUNICIPAL CORPORATION City of Cupertino By~? g~::iir'/ 0 Ove r $17 5,000-Co un c il Approva l Required 0 Over $45 ,000-Department Hea d Appr ova l Requir ed ~ Up to $45 ,000-Designated Sup ervi so r Approv al Required RECOMMENDED FOR APPROVAL ~· ,~- Piu G~ncipal Planner APPROVED AS TO FORM: ~ City Attorney ATTEST: ~ ' fbrCityClerk '~ ~ Exhibit "D " -Insurance Requirements and Proof of Insurance EXPENDITURE DISTRIBUTION PO #201 <a' -1 2,y Account: 100-71-701 701-701 Amount: $7,500.00 Total: $7,500.00 STUDIOS architecture June 12 , 2017 Ms. Ariel Maria Lattanzi Community Development City of Cupertino 95014-3202 Exhibit A Scope of Work Re: On-Call Design Review Consulting Services Dear Ms Lattanzi, 405 Howorcl Street, Suite ..j.88 Son Francisco, CA 94 105 415 398 7575 415 398 3829 fox www.stucliosarchitecture.com STUDIOS Architecture (STUDIOS) is pleased to submit this proposal for Architectural Consulting Services to the City of Cupertino Planning Department. I. PROJECT SCOPE Assist the City of Cupertino Planning Staff in Site and Architectural Design Review of development proposals submitted to the City of Cupertino for review and approval. These Services will be provided on an on-call basis . II. SCOPE OF ARCHITECTURAL CONSUL TING SERVICES David Sabalvaro, AIA LEED AP , a Principal of STUDIOS Architecture shall provide the following limited consulting services: A. Review submitted development proposals generally consisting of site plans, floor plans, sections , elevations , renderings and written information . B . Mark-up, sketch over, and comment with informal notes onto submitted material, rendering opinions for design improvement per City of Cupertino requirements . C . Review comments , mark -ups , sketches , etc . via telephone with City of Cupertino Planning Staff . Exhibit C Compensation Ms. Ariel Maria Lattanzi Community Developm e nt City of Cupertino 9501 4 -3202 June 12, 2017 D . Attend informal review meetings with City of Cupertino Planning Staff, if requested . Ill SCHEDULE: To Be Determined IV. COMPENSATION For the above referenced scope of services, we propose to be compensated on a Time and Material Basis. A . Hourly Rates: David Sabalvaro, AIA LEED AP $200.00/Hour Principal (Note : Travel time to the City of Cupertino from the City of San Francisco and back will also be billed when required to attend informal review meetings .) B . Sub-Consultant Services: Sub-~onsultant services are not anticipated at this time and thus are not included here . If it is determined during the course of the project, that the services of a consultant are required, STUDIOS will submit a separate proposal. C . Reimbursable Expenses (if required) Normal project related reimbursable expenses such as printing , postage , delivery services , long distance phone calls (excluding 405 ,510 ,650 Area Codes), facsimile transmissions , mileage , GADD plots , and special project-related supplies will be charged at 1.1 times the cost to STUDIOS V. EXCLUSIONS AND QUALIFICATIONS: 1 . Our proposal is based on the following qualifications: A. Consulting Services are limited to those listed above. Actual Design Services or Major Re- Design of proposed developments are not anticipated and not included in these scope of services . B. The proposed compensation excludes any sub consultants for detailed review outside of general architectural design issues . C. It is assumed that adequate review time will be provided VI. Contract: City of Cupertino Consultant Services Agreement. Ms. Ariel Maria Lattanzi Community Development City of Cupertino 95014-3202 June 12 , 2017 Thank you for the opportunity to present this proposal. Please provide a Purchase Order for this project and Invoice instructions , policies and procedures. Sincerely, STUDIOS Architecture ~ David Sabalvaro, AIA LEED AP Principal Exhibit D Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. Consultant shall maintain the following minimum insurance coverage: A. COVERAGE: (I) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limit s: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate -all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limit s shown above. (3) Automotive: (4) Comprehensive automotive liability coverage in the following minimum limits: Bodi ly Injury: $500,000 each occurrence Property Damage: $ I 00 ,000 each occurrence or Combined Single Limit: $500,000 each occurrence Professional Liability Professional liability insurance which includes coverage for the profess ional acts , errors and omissions of Consultant in the amount of at lea st $1,000 ,000. Client#· 330 STUDIARCH ACORDr" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 6/21/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND , EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED , subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 22~!~cT Julie L. Nelson Dealey, Renton & Associates F..tJ8NJo, Ext): 510 465-3090 I rt~. No): 510 452-2193 P. 0 . Box 12675 !iiMl~~ss: jnelson@dealeyrenton.com Oakland, CA 94604-2675 INSURER(S) AFFORDING COVERAGE NAIC# 510 465 -3090 INSURER A : Associated Indemnity Corp . 21865 INSURED INSURER B: American Automobile Ins. Co. 21849 STUDIOS Architecture 1625 M Street NW INSURER c : XL Specialty Insurance Co. 37885 INSURER D: Washington, DC 20036-3509 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THI S IS TO CERTIF Y TH AT THE POLI CI ES O F IN SURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED . NOTWITHSTANDING ANY REQUIREMENT, T ER M OR CONDITION O F ANY CONTRACT OR OTHER DOCUMENT WITH RE SPE CT TO WHICH T HI S CERTIF ICATE MAY BE ISSU ED OR MAY PERTAIN , THE INSURANCE A FFORDED B Y THE POLICIES DESC RIBED HEREIN IS SUBJECT TO A LL THE TERM S, E XC LU SIONS AND CO NDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAV E BEEN REDUC ED BY PAID C LA IMS. INSR TYPE OF INSURANCE ADDL SUBR POLIC Y EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER /MM /DD/YYYYl I /MM/DD /YYYYl A X COMMERCIAL GENERAL LIABILITY AZC80913407 01/01/2017 011011201 a EAC H OCCURR EN CE s1,000,000 f--D CLAIMS-MADE ~ OCCUR ~~rt~H?E~~~J~~ence\ s1 000,000 MED EXP (Any one person) s 10 000 - PERSONA L & ADV IN JURY s 1,000,000 - GEN'L AGGREGAT E LI MIT APP LI ES PER: GENERAL AGGREGA TE s2,000,000 ~ ~PRO-D LOC s2,000,000 POLICY JE CT PRODUC TS -COMP/OP AGG OTHE R: s A AUTOMOBILE LIABILIT Y AZC80913407 01/01/2017 01/01/201E COMBINED SING LE LI MIT s1 ,000,000 /Ea accident! f-- ANY AUTO BODI LY INJU RY (Per person) s f---ALL OWNED SCHEDU LED BODILY INJURY (Pe r accident) S f--AUTOS -AUTOS X X NON-OWNED PROPERTY DAMAGE s HIRED AU TOS AUTOS f Per accidenn f--f-- s B UMBRELLA LIAB ~ OCCUR CGX15269129 01/01/2017 011011201 a EACH OCCURR EN CE S5 000 000 -X EXCESS LIAB CLA IM S-MA DE AGGREGATE s5 000 000 OED I I RETENTION s s B WORKERS COMPENSATION WZP81037180 01/01/2017 01/01/20H X ,~~fTIITF I l ~JH- AND EMPLO YERS ' LIABILITY YIN ANY PROPR IETO R/PAR TNE R/EXE CUTIV EC!il E.L. EACH ACC IDENT s1 000 000 OFFI CER/M EMBER EXC LUDED ? N N/A (Mandatory in NH) E.L. DISEASE -EA EMP LO YEE s1 ,000,000 If yes, describe under E.L. DISEA SE -PO LI CY LI MIT s1,000,000 DESCR IPTION OF OPERATIONS below C Professional DPR9908905 01/01/2017 01/01/2018 $5,000,000 per Claim Liability $7,000,000 Anni Aggr. DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101 , Additional Remarks Schedule , may be attached if more space is required) General Liability Policy excludes claims arising out of the performance of professional services. Re: PO #201, Cupertino FY 17-18 On-Call Design Review Consulting Services -The City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are named as Additional Insureds as respects General Liability and Automobile Liability for claims arising from the operations of the named insured. Waiver of Subrogation applies to the General Liability and Automobile Liability policies. Cancellation: 30 Day/10 Day for Non-Payment of Premium. CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Ariel Lattanzi ACCORDANCE WITH THE POLICY PROVISIONS . 10300 Torre Ave. Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I 4JJ..(., rf.t.... 1iif~ - © 1988-2014 ACORD CORPORATION. All rights reserved . ACORD 25 (2014/01) 1 of 1 The ACORD name and logo are registe red marks of ACORD #S2041917 /M 1883988 PA1 STUDIOS Architecture AZC80913407 EX CERPTS FROM : Fireman's Fund ABC MUL TICOVER -AB 91 89 08 07 THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING : AMERICAN BUSINESS COVERAGE 2. Blanket Additional Insured Section II -Liability Coverage , Part I. Who Is An Insured , Item 2. is amended to include: f. Any person or organization that you are required by a written insured contract to include as an insured , subject to all of the following provisions : (1) Coverage is limited to their liability arising out of: (a) the ownership , maintenance or use of that part of the premises , or land owned by , rented to, or leased to you; or (b) your ongoing operations performed for that insured; or (c) that insured 's financial control of you ; or (d) the maintenance , operation or use by you of equipment leased to you by such person(s) or organization(s) 4. Blanket Waiver of Subrogation Section II -Liability Coverage , Part K. Liability and Medical Payments Genera l Conditions, is amended to include : 6. Transfer or Rights of Recovery Against Others to us and Blanket Waiver of Subrogation b. If required by a written insured contract, we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your operations or your work for that person or organization. 19. Common Policy Conditions (AB 00 09 A 01 87), Part H. Other Insurance , Item 2 is replaced with: 2. Coverage C -Liability If other valid and collectible insurance is avai lable to any insured for a loss we cover under Coverage C of this Coverage Part our obligations are limited as follows: a. The insurance provided under this policy is primary if you are required by a written insured contract to include any person or organization as an insured , but only with respect to that insured's liability arising out of the ownership , maintenance , or use of that part of the premises owned by or rented to you , or your work for that insured by or for you. Any other insurance available to that person or organization is excess and noncontributory with this insurance. EX CERPT FROM : PROPERTY/LIABILITY POLICY --AB 90 00 12 93 II . K. 5. Separation of Insureds Except with respect to the Limits of Insurance , and any rights or duties specifically assigned in this policy to the first Named Insured , this insurance applies : a . As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or suit is brought.