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17-110 Cotton, Shires and Associates, Inc., Design Professional Services for Construction Phase Design Services for the Regnart Rd Slope Stabilization ProjectP.O.# i,o\0 .-\~ AGREEMENT BETWEEN THE CITY OF CUPERTINO AND COTTON, SHIRES AND ASSOCIATES, INC. FOR DESIGN PROFESSIONAL SERVICES FOR CONSTRUCTION PHASE DESIGN SERVICES FOR THE REGNART ROAD SLOPE STABILIZATION PROJECT This Agreement for Design Professional Services ("Agreement"), dated . )J\ ~ 14 , 2017 , is entered into by and between City of Cupertino, a municipal corporation ("City"), and otton , Shires and Associates , Inc., a California corporation ("Design Professional"). 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. Design Professional represents that it is specially trained, experienced and competent to perform the construction design services ("Services") required for the City's Regnart Road Slope Stabilization Project ("Project"). C . Design Professional represents that it is duly licensed in good standing by the State of California to perform such Services and has submitted a proposal , dated June 24, 2017 ("Proposal ") in response to the City's request for proposals . D. City is entering into this Agreement in reliance upon Design Professional 's representations , set forth above , to provide the Services in accordance with the terms and conditions of this Agreement. TERMS AND CONDITIONS 1. TERM: The term of this Agreement ("Term") will begin on the date this Agreement is fully executed by both parties and , unless terminated earlier as set forth below or extended by a written amendment to this Agreement, will expire upon on December 31, 2017 . 2. SERVICES TO BE PERFORMED: A. Basic Services. Design Professional will provide Basic Services under this Agreement as further described the Scope of Services set forth in Exhibit A, Scope of Services, attached hereto and incorporated herein, and as further specified in the Proposal, except to the extent that any provision in the Proposal conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected in writing by the City. Basic Services may be divided into separate sequential tasks ("Tasks") as further specified in Exhibit A. B. Additional Services. City may request, at any time during the Term of this Agreement , that Design Professional provide additional services related to the Project, which are not already encompassed, expressly or implicitly, in this Agreement, Exhibit A or the Proposal ("Additional Services"). Any Additional Services must be authorized in writing by City. Design Professional will not be entitled to City of Cupertino Cotton, Shires and Associates, Inc. Regnart Road Slope Stabilization Page 1 of 13 compensation for Additional Services provided without or prior to the City 's written authorization . Duly authorized Add itional Services are subject to all of the provisions that apply to Basic Services under this Agreement , except and only to the extent otherwise specified . All references to "Services" include Basic Services and any authorized Additional Services . 3 . SCHEDULE : All Services must be provided within the times specified in Exhibit B , Schedule of Performance, attached hereto and incorporated herein . Design Professional must promptly notify the City of any actual or potential delay in providing the Services as scheduled to afford the City adequate opportunity to address or mitigate the delay if possible . Design Professional must begin each separate Task included in Basic Services upon receipt from City of a notice to proceed ("Notice to Proceed ") fo r that Task , and must complete the Task within the time specified in Exhibit B. 4. COMPENSATION: A. Maximum Compensation. The cumulative total payment to Des ign Professional for Basic Services , Additional Services and expenses under this Agreement may not exceed Fifteen Thousand Dolla rs ($15 ,000). Design Professional is not entitled to any payment for Services or expenses in ex cess of this maximum limit. B. Basic Services . City will pay Design Professional Eleven Thousand , One Hundred and Twenty-Two Dollars ($11 ,122) for the complete and satisfactory performance of the Basic Services in accordance with this Section 4 and as may be further specified in Exhibit C, Compensation , attached hereto and incorporated herein . The price is completely inclusive of all time and expenses to provide t he Basic Services , including , but not limited to , subconsultant costs , materials , supplies , equipment , travel , taxes , overhead and profit. If, for any reason , Design Professional does not fully complete the Bas ic Services it will only be entitled to a percentage of the price that is proportionat e to the percentage of Bas ic Se rv ices t hat were completed to t he City 's reasonable satisfaction . C . Additional Services. Additional Services that have been duly authorized by City as specified above , and provided to the City's reasonable satisfaction , may be compensated on a lump su m basis or based on time and expenses, subject to a not-to-exceed limit , using the Hourly Rates Schedule and Reimbursable Expenses Schedule included in Exhibit C, Compensation . An allowance of Three Thousand , Eight Hundred and Seventy-Eight Dollars ($ 3 ,878) has been budgeted for Additional Services unde r t his Agreement. The City has the discretion , but not the obligation , to authorize Additional Serv ices up to this not-to-exceed amount, including the discretion to elect not to authorize any Additional Services . For Additional Services provided on an hourly basis , Design Professional will be entitled to compensation for costs other than direct labor, normal bus iness expenses and overhead , based on the documented actual cost only , with no markup or surcharge ("Reimbursable Expenses"). Design Professional will not be entitled to reimbursement for in house copying , printing, faxes, telephone charges , employee overtime , or travel to City 's offices o r to the Project site , unless or to the extent such expenses are specifically authorized in Exhibit C . D. Invoices and Payments . City will pay Design Profess ional fo r Services provided to the City 's reasonable satisfaction , within 30 days following receipt of a properly submitted invoice for Services provided during the preceding calendar month. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services , and must state the percentage of completion for each Task as fu rt her specified in Exhibit C . City will notify Design Professional in writing if it disagrees with the stated percentage of completion , and if the disagreement is unresolved, City will pay Design Professional based on the portion of Services that City agrees have been satisfactorily completed at that point. City of Cupertino Cotton , Shires and Associates , Inc. Regnart Road Slope Stabilization Page 2 of 1 3 1. Time and Expenses: For Additional Services provided on an hourly basis , each invoice must also include , for each day Services were provided : a . The name and title of each individual or subconsultant providing Services ; b. A succinct summary of the Services performed by each individual or subconsultant ; c. The time spent by each individual or subconsultant providing those Services, in 30 minute increments ; d. The applicable hourly billing rate or subconsultant charge and payment due ; e . An itemized list with amounts and explanation for all permitted reimbursable expenses. 2 . Rates and Receipts : All hourly rates and reimbursable expenses must conform to the City-approved rates set forth in Exhibit C, which will be in effect for the entire Term of the Agreement. Each invoice must attach legible, dated receipts for all Reimbursable Expenses . 5. TIME IS OF THE ESSENCE: Time is of the essence for the performance of all Services required under this Agreement and for all of Des ign Professional 's duties under this Agreement. Design Professional must at all times have sufficient , qualified staff or subconsultants assigned to timely provide all Services under this Agreement. Design Professional must take appropriate measures to avoid delay of Project completion , including , but not limited to , prompt submission of deliverables and any required revisions , and prompt responses to City or contractor requests, including , but not limited to , requests for information , substitution requests and change order requests . Failure to comply with the schedule requirements o r failure to timely submit deliverables or provided responses as specified under this Agreement may be deemed a material breach of this Agreement . 6. STANDARD OF CARE: All Services must be provided in a manner that meets or exceeds the standard of care applicable to the same type of design professionals performing similar work in the San Francisco Bay Area . Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by the City and who do not have any contractual relationship with City , with the exception of this Agreement. All Services provided under this Agreement , including authorized Additional Services , must be performed as specified to the City 's reasonable satisfaction . 7. ERRORS AND OMISSIONS: Design Professional is solely responsible for all of its or its subconsultants ' errors and omissions and must promptly correct any and all such errors and omissions at its sole expense . Design Professional must also take appropriate measures to avoid or mitigate any delay, liability or costs resulting from any such errors or omissions . This prov ision survives expiration or termination of this Agreement. 8. PROJECT COORDINATION: A. City Project Manager. The City's authorized delegee, John Raaymakers will be the City's representative for all purposes under this Agreement ("City Project Manager") with authority to oversee the progress and performance of Services under this Agreement. The City reserves the right to replace or provide a substitute City Project Manager at any time, and without prior notice to the Design Professional. City of Cupertino Cotton, Shires and Associates , Inc . Regnart Road Slope Stabilization Page 3 of 13 8 . Design Professional Project Manager. Design Professional will assign a single Project Manager (the "DP Project Manager"), subject to City approval, with authority to receive and act on directions from the City and responsibility for the progress and performance of Services under this Agreement. The designated DP Project Manager is John Wallace . If a substitute or replacement DP Project Manager is required for any reason, the City must be notified of the need as soon as possible, Design Professional's designation of the individual proposed to serve as the substitute or replacement will be subject to the City's prior written approval. Design Professional is not entitled to compensation for the time required for the substitute or replacement DP Project Manager to obtain sufficient knowledge of the required Services to fully assume the former DP Project Manager's responsibilities . C. Communication and Coordination . Design Professional is responsible for coordinating the efforts of Design Professional's subconsultants or subcontractors providing Services for this Agreement. Design Professional must also coordinate its Services to the extent reasonably possible , with other City employees or consultants assigned to the Project. Design Professional is responsible for ensuring that the City Project Manager is regularly updated as to the progress or status of the Services, including, but not limited to, participation in meetings or compliance with reporting requirements specified in Exhibit A. Design Professional has an affirmative obligation to promptly notify the City Project Manager of any significant problems or concerns as they arise in order to enable timely resolution or mitigation of any such problems. Design Professional must promptly respond to the City Project Manager's inquiries regarding the Services . 9. HOLD HARMLESS: A. Indemnity Obligations Subject to Civil Code Section 2782.8. Design Professional will , 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 (collectively, the "Indemnified Parties") 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 (collectively , "Liability"), that arise out of, pertain to , or relate to the negligence, recklessness, or willful misconduct of Design Professional or Design Professional's employees, officers, officials , agents or subconsultants . Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation . Design Professional is not obligated under this Agreement to indemnify City to the extent that any Liability is caused by the sole or active negligence or willful misconduct of any of the Indemnified Parties. In addition to its indemnity obligations, Design Professional will provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing , defending , and resolving such Liability. 8. Claims For Other Liability. For all liabilities other than those included within paragraph (A) above , Design Professional will , to the fullest extent allowed by law, indemnify , defend , and hold harmless the Indemnified Parties against any and all liability, claims, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Design Professional or Design Professional's employees , officers, officials , agents or subconsultants . Such costs and expenses shall include reasonable attorney fees for legal counsel of City 's choice, expert fees and all other costs and fees of litigation . Design Professional will 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 the Indemnified Parties . C . Claims Involving Intellectual Property. In addition to the obligations set forth in paragraphs (A) and (B) above , Design Professional will indemnify, defend , and hold the Indemnified Parties harmless from and against any claim in which an alleged violation of intellectual property rights , including but not City of Cupertino Cotton , Sh ires and Associates , Inc. Regnart Road Slope Stabilization Page 4 of 13 limited to copyright or patent rights, arises out of, pertains to , or relates to Design Professional's negligence, recklessness or willful misconduct under this Agreement. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation. D . Survival. The requirements of this section survive expiration or termination of this Agreement. 10. INSURANCE: On or before the commencement of the Term of this Agreement , Design Professional must furnish City with certificates showing the type, amount, effective dates and dates of expiration of insurance coverage required in this section. Such certificates , which do not limit Design Professional's indemnification obligations, must also contain substantially the following statement: "If any of the above insurance covered by this certificate is canceled before the expiration date thereof, the insurer affording coverage will provide 30 days advance written notice to the City of Cupertino, Attention: City Manager." Design Professional will maintain in force at all times during the performance of this Agreement all insurance coverage required by this Agreement with an insurance company that is acceptable to City and authorized to do insurance business in the State of California . Design Professional must also submit endorsements with the certificates naming the City as additional insured in relation to the commercial general liability and commercial automobile liability policies, as further specified below. A. Coverage . Design Professional must maintain the following insurance coverage : 1. Workers' Compensation: Statutory coverage as required by the State of California . If Design Professional is self-insured, it must provide its duly authorized Certificate of Permission to Self- Insure. 2 . Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500 ,000 each occurrence $1 ,000,000 aggregate -all other Property Damage : $100 ,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000 ,000 will be considered equivalent to the required minimum limits shown above . 3 . Automotive: Commercial automotive liability coverage for owned, non-owned and hired vehicles , in the following minimum limits : Bodily Injury : $500,000 each occurrence Property Damage : $100,000 each occurrence or Combined Single Limit: $500 ,000 each accident 4. Professional Liability: Professional liability insurance which includes coverage for the professional acts , errors and omissions of Design Professional in the amount of at least $1,000 ,000 City of Cupertino Cotton , Shires and Associates , Inc. Regnart Road Slope Stabilization Page 5 of 13 .. -r per claim and in the aggregate . The professional liability insurance must include prior acts coverage , which must remain in effect for four years following the earlier of expiration or termination of the Term of this Agreement. B. Subrogation Waiver. Each required policy must include an endorsement that the insurer waives any right of subrogation it may have against the City or the City's insurers. Design Professional agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance , Design Professional will look solely to its insurance for recovery. C. Failure to Comply . If Design Professional at any time during the Term of this Agreement fails to secure or maintain the required insurance, City may obtain or maintain the insu rance in the Design Professional's name or on behalf of the Design Professional and will be compensated by the Design Professional 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 Endorsements. City, its City Council , boards and commissions , officers, officials, employees, agents and volunteers must be named as additional insureds under all insurance coverages , except any worker's compensation and professional liability insurance , required by this Agreement. Any additional insured will 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 will not be required to contribute anything toward any loss or expense covered by the insurance required under this Agreement. E. Sufficiency of Insurance. The insurance limits required by City are not represented as being sufficient to protect Design Professional. Design Professional is advised to confer with Design Professional's insurance broker to determine adequate coverage for Design Professional. 11. INDEPENDENT CONTRACTOR: City and Design Professional intend that the relationship between them created by this Agreement is that of owner-independent contractor. The manner and means of providing the Services are under the control of Design Professional , 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 Design Professional's performance of the 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 Design Professional, its employees or agents . Deductions will 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 payments due to Design Professional. Payments for the above items, if required , are the responsibility of Design Professional. 12 . SUBCONSULTANTS: Unless prior written consent from City is obtained, only those individuals and subconsultants whose names are included in this Agreement, including the Exhibits hereto , may provide Services under this Agreement. Design Professional must require all of its subconsultants providing Services under this Agreement to comply with the terms and conditions of this Agreement. Any subconsultants employed by Design Professional must be required to furnish proof of workers' compensation insurance and must also be required to carry general , automobile and professional liability insurance in reasonable conformity to the insurance required for Design Professional. 13. IMMIGRATION REFORM AND CONTROL ACT (IRCA): City of Cupertino Cotton, Shires and Associates, Inc . Regnart Road Slope Stabilization Page 6 of 13 Design Professional assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing the Services, pursuant to all applicable IRCA or other federal, or state laws , rules or regulations . Design Professional will indemnify and hold City harmless from and against any loss , damage , liability , costs or expenses arising from any noncompliance with this section by Design Professional. 14. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer or employee conduct , Design Professional agrees that harassment or discrimination directed toward a job applicant , an employee , a City employee, or any other person , by Design Professional or Design Professional's employees or subconsultants on the basis of race , religious creed, color, national origin , ancestry , handicap, disability , marital status , pregnancy , sex , age, sexual orientation , or any other protected classification will not be tolerated. Any violation of this provision by Design Professional , its employees , subconsultants or agents constitutes a material breach of this Agreement, and grounds for termination for cause . 15. PROHIBITION AGAINST TRANSFERS: Design Professional will 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 City's consent will be null and void, and any assignee , sublessee, hypothecate or transferee will acquire no right or interest by reason of any attempted assignment , hypothecation or transfer. The sale, assignment, transfer or other disposition of any of the issued and outstanding cap ital stock of Design Professional , or of the interest of any general partner or joint venturer or syndicate member or cotenant , if Design Professional is a partnership or joint venture or syndicate or cotenancy , which results in changing the control of Design Professional as a legal entity , will be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the business entity. 16. PERMITS AND LICENSES: Design Professional, at its sole expense, must 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 the Services . 17 . WORK PRODUCT: A. Property Rights. Any interest (including copyright interests) of Design Professional or its subconsultant(s) in any work product, document, report, draft , memoranda, map , record , plan, drawing , specification and other deliverable, in any medium (collectively , "Work Product"), which has been prepared or created by Design Professional or its subconsultant(s) pursuant to or in connection with this Agreement , will be the exclusive property of City . No Work Product , information or other data given to or prepared, created, or assembled by Design Professional or its subconsultant(s) pursuant to this Agreement may be made available to any individual or organization by Design Professional or its subconsultant(s) without prior written approval by City. All provisions of this section survive expiration or termination of this Agreement. B. Copyright. To the extent permitted by Title 17 of U .S . Code , all Work Product prepared or created under this Agreement is deemed works for hire and all copyrights in such Work Product will be the property of City . In the event that it is ever determined that any Work Product prepared or created by Design Professional or any subconsultant under this Agreement are not works for hire under federal law, City of Cupertino Cotton , Shires and Associates , Inc . Regnart Road Slope Stabilization Page 7 of 13 Design Professional hereby assigns to City all copyrights to such Work Product when and as created. Subject to City's prior written approval , Design Professional may retain and use copies of such Work Product for reference and as documentation of its experience and capabilities and in its promotional materials . With respect to Design Professional's standard details, Design Professional may retain the copyright , but grants to City a perpetual non-exclusive license to use such details in connection with the Services . C. Patents and Licenses. Design Professional must pay any and all royalties or license fees required for authorized use of any third party intellectual property, including, but not limited to , patented , trademarked , or copyrighted intellectual property that it selects for incorporation into the Services or Work Product provided under this Agreement. D . Re-Use of Work Product. Without limiting any other City right to any of the Work Product prepared or created by Design Professional or its subconsultants , and subject to the limitations of law , all Work Product prepared under this Agreement may be used or modified by the City or its authorized agents in execution or implementation of: 1. The Services for which Design Professional was hired ; 2 . Completion of the Services by others; 3. Subsequent additions to the Services ; and/or 4 . Other City projects . E. Deliverables and Format. Electronic and hard copies of Design Professional 's Work Product will constitute the Project deliverables. Plans must be in CAD and PDF formats , and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats . All written Work Product required to be provided by this Agreement (other than large-scale architectural plans and similar items) must be printed on recycled paper and copied on both sides of the paper except for one original , which must be single-sided . 18. RECORDS: Design Professional must maintain complete and accurate records with respect to sales , costs, expenses , receipts and other such information required by the City that relate to the performance of Services under this Agreement. Design Professional must maintain adequate records of Services provided in sufficient detail to permit an evaluation of the Services . All such records must be maintained in accordance with generally accepted accounting principles and must be clearly identified and readily accessible . Design Professional must provide free access to such books and records to the City or its agents at all times during Design Professional 's normal business hours . Design Professional must give the City or its agents the right to examine and audit those items, and to make transcripts or copies as necessary , and to inspect all work , data , documents , proceedings and activities related to this Agreement. Such records, together with supporting documents, must be kept separate from other documents and records which are unrelated to this Agreement and must be maintained for a period of three years after receipt of final payment from the City . 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 Design Professional must reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. The requirements of this section survive expiration or termination of this Agreement. City of Cupertino Cotton , Shires and Associates, Inc . Regnart Road Slope Stabilization Page 8 of 13 19. NOTICES: All notices , demands, requests or approvals to be given under this Agreement must be given in writing and will 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; or upon confirmation of delivery by a reputable overnight delivery service . A. To City. All notices, demands, requests, or approvals from Design Professional to City must be addressed to City at: City of Cupertino 10300 Torre Ave . Cupertino CA 95014 Attention : John Raaymakers 8. To Design Professional. All notices, demands , requests, or approvals from City to Design Professional must be addressed to Design Professional at: <complete with name , address , and contact person for Design Professional> Cotton, Shires and Associates, Inc. 330 Village Lane Los Gatos, CA 95030-7218 Attention : John Wallace 20 . TERMINATION: A. Termination for Convenience. City may , at any time, acting in its sole discretion and without cause , terminate this Agreement for convenience by giving written notice to Design Professional at least seven days before the effective date of the termination. If the Agreement is terminated pursuant to this paragraph, the City will compensate Design Professional for all Services satisfactorily performed prior to the effective date and time of the termination, in accordance with this Agreement. 8 . Termination for Cause. If Design Professional fails or refuses to perform any of its duties under this Agreement at the time and in the manner required, Design Professional will be deemed in default of this Agreement. If the default is not cured or diligently attempted to be cured by Design Professional within the time specified in the City's written notice of default, or if the Design Professional has otherwise materially breached the Agreement , the City may terminate the Agreement for cause by giving written notice to Design Professional at least seven days before the effective date of the termination, unless otherwise specified in the written notice of default. C. Duties upon Termination. If the Agreement is terminated, whether for convenience or cause , within seven days of the effective date of the termination , Design Professional must promptly deliver to City copies of all Work Product, deliverables , or documents prepared by Design Professional under this Agreement, including both print and electronic versions. Full compliance with this requirement is a condition precedent to final payment following termination. This paragraph survives termination of the Agreement. 21. LEGAL REQUIREMENTS: Design Professional must comply with all applicable local , state or federal laws , rules and regulations, and all ordinances, rules and regulations enacted or issued by City. In addition , if any of the Services provided City of Cupertino Cotton , Shires and Associates , Inc . Regnart Road Slope Stabilization Page9of13 under this Agreement are subject to prevailing wage requirements under Labor Code Section 1720 et seq ., the following provisions apply to those Services : A. Prevailing Wages. To the extent applicable, Design Professional must comply with the City 's Labor Compliance Program and all other requirements set forth in Labor Code section 1770 et seq. B. Working Day. To the extent applicable, Design Professional must comply with California Labor Code Section 1810, et seq. which provides that work performed by employees of contractors in excess of 8 hours per day , and 40 hours during any one week, must be compensated as overtime , at not less than 1 Yi times the basic rate of pay. C. Payroll Records. To the extent applicable, Design Professional must comply with California Labor Code Section 1776 which requires certified payroll records be maintained with the name , address , social security number, work classification , straight time and overtime hours worked each day and week , and the actual per diem wages paid to each journeyman , apprentice , worker , or other employee employed by him or her in connection with this Agreement. The payroll records must be made available for inspection as provided in California Labor Code Section 1776 . D. Apprentices. To the extent applicable, Design Professional must comply with California Labor Code Section 1777.5 regarding apprentices . 22. DISPUTE RESOLUTION: This Agreement will 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 must be filed with the Superior Court for the County of Santa Clara , State of California , and no other place. If the parties engage in arbitration to resolve a dispute relating to this Agreement, the arbitrator's award must be supported by law and substantial evidence , and must include detailed written findings of law and fact. This section survives expiration or termination of the Agreement. 23. ATTORNEY FEES : If the City initiates a legal action , including a complaint or cross-complaint , arising out of, relating to or seeking the interpretation or enforcement of the terms of this Agreement , the prevailing party will be entitled to reasonable attorney fees and costs , including the attorney fees and costs for any arbitration , appeal , or enforcement of judgment. This attorney fee provision does not apply to legal actions initiated by the Design Professional. This section survives expiration or termination of the Agreement. 24. ADVERTISEMENT: Design Professional may not post, exhibit, display or allow to be posted, exhibited, displayed any signs , advertising, posters or cards of any kind on City property performed under this Agreement without prior written approval from the City . 25. WAIVER: A waiver by City of any breach of any term, covenant , or condition contained herein will 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. City of Cupertino Cotto n, Shires and Associates , Inc . Regnart Road Slope Stabilization Page10of13 26. THIRD PARTY BENEFICIARIES: There are no intended third party beneficiaries of this Agreement. 27 . RECITALS : The parties agree that the above recitals, which are made part of this Agreement , are true and correct. 28. INTEGRATED AND AMENDMENT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoeve r kind or nature are merged herein . No verbal agreement or implied covenant will be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written instrument signed by authorized representatives for both City and Design Professional. If any provision of this Agreement is determined to be illegal, invalid, or unenforceable by a court of competent jurisdiction, all remaining provisions will remain in full force and effect . 29. CONFLICT OF INTEREST: Design Professional warrants that it is not a conflict of interest for Design Professional to perform the Services required by this Agreement. Design Professional may be requ ired to fill out a conflict of interest form if the Services provided under this Agreement require Design Professional to make certain governmental decisions or serve in a staff capacity as defined in Title 2 , Divis ion 6 , Section 18700 of the Californ ia Code of Regulations . 30 . GIFTS : Design Professional is familiar with City 's prohibition against the acceptance of any gift by a City office r or designated employee , as set forth in City Administrative Procedures. Design Professional agrees not to offer any City officer or designated employee any gift prohibited by the Admin istrative Procedures. Offering or giving a prohibited gift constitutes a material breach of this Agreement by Design Professiona l. In addition to any other remedies City may have in law or equity, City may terminate this Agreement for cause as provided in Section 20 of this Agreement. 31. INSERTED PROVISIONS: Each prov ision and clause required by law to be inserted into the Agreement is deemed to be enacted herein, and the Agreement will be read and enforced as though each were included herein. If through mistake or otherwise , any such provision is not inserted or is not correctly inserted , the Agreement will be amended to make such insertion on application by either party . 32. EXECUTION: The person executing this Agreement on behalf of the Design Professional represents and warrants that the Design Professional has full right , power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement , which constitutes a legally binding obligation of Design Professional. This Agreement may be executed in counterparts , each one of which is deemed an original and all of which , taken together, const itute a single binding instrument. 33 . HEADINGS: City of Cupertino Cotton , Shires and Associates , Inc . Regnart Road Slope Stabil ization Page 11 of 13 The headings 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. Cit y of Cupertino Cotton, Shires and Associates , Inc. Regnart Road Slope Stabilization [Signatures on following page .] Page12of13 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed . DESIGN PROFESSIONAL Cotton, Shires and Associates , Inc . Name David T. Schrier Title Principal Geotechnical Engineer Date July 14, 2017 Tax 1.D. No.: 94-2246887 Address : 330 Village Lane Los Gatos , CA 95030-7218 CITY OF CUPERTINO A Municipal Corporation By~ - Ti Boren,Oirector of Public Works Date 1(r1/ I 7 APPROVED AS TO FORM: /;;)A ~ Randolph Stevenson Hom , City Attorney City of Cupertino Cotton , Shires and Associates , Inc . Regnart Road Slope Stabilization ATIEST: Grace Schmidt, City Clerk 7 r-2.)p -( 7 Contract Amount: ______ _ Account No . : 270-85-821-900-990 Qo .~ w16--\~ Page 13 of 13 EXHIBIT A SCOPE OF SERVICES The requirements for Basic Services are set forth in this Exhibit A, including general requirements and specific Tasks . SECTION 1.0 GENERAL 1.10 The CONSULTANT shall perform professional construction design services necessary ensure that the project is constructed per plan and the existing conditions are as anticipated . 1.11 The CONSULTANT shall provide all professional services necessary required to complete the tasks identified in the Scope of Services . All services performed by the CONSUL TANT shall be to the City 's satisfaction and consistent with the standard of care provisions in this AGREEMENT. 1.12 The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. The CONSULTANT shall receive project direction only from the CITY 's Director of Public Works or their authorized designee (hereinafter collectively "CITY"). The CITY shall resolve conflicting direction from other groups , departments, or agencies . 1.13 The CONSUL TANT shall coordinate the project scope of services with the CITY, other CITY consultants , contractors or agencies as needed or directed by the CITY. 1.14 The CONSUL TANT shall manage and administer all sub consultants used in completion of the project scope of services . 1.15 Deliverables identified in each Task provide the basis for fee compensation. Any deficiencies in the minimum work items identified shall cause the CITY to reject the entire submission , require the CONSUL TANT to make appropriate corrections , and resubmit , at no cost to the CITY . SECTION 2.0. SCOPE OF SERVICES TASK 1.0 Pre-Construction Meeting Participation 1.10 CONSULTANT shall attend and participate in the pre-construction meeting for the subject project. CONSULTANT shall be prepared to respond to any questions pertinent to the design and how it will be implemented at the worksite . If any issues that require the CONSULTANT to provide plan modifications or written responses arise , CONSULTANT will provide any revisions or informational responses in a timely manner. City of Cupertino Cotton , Shires and Associates , Inc . Regnart Road Slope Stabilization Page 1 of 5 Task 1.0 DELIVERABLES: 1.10 Attendance at the Pre-Construction meeting Reponses to issues identified at Pre-Construction meeting, if any End of Task 1.0 TASK 2.0 Pier Layout 2.10 CONSULT ANT shall establish control points as necessary and mark the location of each of the piers to be installed as part of the project work . CONSULT ANT shall coordinate with the project contractor and inspector to provide the locations in a timely and appropriate manner. CONSUL TANT and contractor are to meet and agree on the meaning of all location markings. Task 2.0 DELIVERABLES: 2 .10 Identification of pier locations End of Task 2.0 TASK 3.0 Pier Drilling Observation 3.10 CONSUL TANT shall observe the drilling operation and immediately notify the project inspector of any concerns or non-conformance to the identified pier locations. CONSUL TANT is to alert the project inspector if drilling spoils indicate unanticipated conditions or concerns . Task 3.0 DELIVERABLES: 3 .10 Observation of pier drilling operation Pier drilling observation report End of Task 3.0 TASK 4.0 Construction Observation and Testing Report 4.1 O CONSUL TANT shall prepare a report providing documentation of the observations made by their field crew . The report will include , at a minimum , a professional assessment of the completeness and accuracy of the construction activities as they relate to the project documents and goals . The report is to include a detailed observation log of the pier hole drilling operations , and specifically, a professional opinion regarding the drilling spoils and if they are consistent with the expectations based on the geological investigation done for the design. Task 4.0 DELIVERABLES: 4 .10 Construction Observation and Testing Report End of Task 4.0 City of Cupertino Cotton, Shires and Associates , Inc . Regnart Road Slope Stabilization Page 2 of 5 EXHIBIT B SCHEDULE OF PERFORMANCE This Schedule of Performance establishes the milestones for commencement and completion of the Tasks for Basic Services as specified in Exhibit A, Scope of Services . TASK# TASK DESCRIPTION 1 Pre -Construction Meeting 2 Pier Layout 3 Pier Drilling Observation 4 Construction Observation and Testing Report City of Cupertino Cotton , Shires and Associates, Inc . Regnart Road Slope Stabilization COMPLETE/DURATION As scheduled by the City As agreed on between the City and contractor Per the contractor's schedule 2 weeks after the acceptance of the project work Page 3 of 5 EXHIBIT C COMPENSATION Capitalized terms which are defined in the Agreement have the same meaning in this Exhibit C. This Exhibit C on Compensation supplements the provisions of Section 4 of the Agreement on Compensation , as further specified in Section 4 . 1. BASIC SERVICES BUDGET SCHEDULE The following budget schedule will be used to determine compensation for Basic Services based on time and expenses, subject to confirmation and agreement by the City , and budget for each listed Task: TASK# TASK DESCRIPTION TASK BUDGET 1 Pre-Construction Meeting $940 2 Pier Layout $1,400 3 Pier Drilling Observation $4 ,600 4 Construction Observation and Testing Report $2,000 Office Support , Reimbursables $2 ,182 Total for Basic Services : $ 11 ,122 Design Professional may not bill in excess of the Task Budget amount for any Task without prior written authorization from the City . The City has the discretion, but not the obligation, to reallocate the budgeted amounts for each Task, subject to the not to exceed limit specified in Section 4 . 2. HOURLY COMPENSATION FOR ADDITIONAL SERVICES A. Hourly Rate Schedule. The City will compensate the Design Professional for satisfactory performance of duly authorized Additional Services which are subject to hourly billing, based on the hourly rate(s) set forth below, but subject to the compensation limits in Section 4 of the Agreement. The hourly rates are deemed to include all costs including, salary, wages, benefits, taxes , insurance, and the like paid to or on behalf of each individual providing the Services , and are also deemed to include profit, overhead , vehicle, equipment and supply costs and the like . The hourly rates do not include Reimbursable Expenses, which are addressed below and in Section 4 of the City of Cupertino Cotton , Shires and Associates , Inc. Regnart Road Slope Stabilization Page 4 of 5 Agreement. These hourly rates will remain in effect for the Term of the Agreement unless changed by written amendment to the Agreement. B. Reimbursable Expenses. The following are allowed Reimbursable Expenses for authorized Additional Services compensated on an hourly basis (time and expenses), subject to the compensation limits in Section 4 of the Agreement: <modify as appropriate> • Necessary subconsultant services • Individual or multiple document reproductions that exceed 50 pages • Drawing or bid set reproductions to the extent authorized by City • Special software required by City specifically for the Project , excluding standard software programs such as Microsoft Office suite applications (i.e . Word , Excel , PowerPoint , Project, etc.), Adobe Acrobat , or standard photo editing programs • Necessary travel expenses to the extent allowed by City policy , with mileage reimbursed per the current IRS standard mileage rate at the time of travel • Safety equipment required by City policy or the Project scope of services • Mass mailing notifications • Special expenses for public meetings, such as refreshments , interpreters , security , valet parking , facility rental, tents or booths , easels , markers , paper, or presentation equipment City of Cupertino Cotton , Shires and Associates , Inc . Regnart Road Slope Stabilization Page 5 of 5 CO-!TON, SHIR ES AN D ASSOCIATES1 I NC $.CtffD ULE O F CI -IARGJ;g,JJ!YUJAT!_QI".§ __ AND TERMS FQ,RP ROFESSIONAL SERVICES .(Pag~1_Q,l~1 January 2017 Personnel Charges Seninr Principal Engineer/ Geophysicist ____ .. _ .. _ ....... . Principal Geologist/ Engineer ... _ .. _ .... _ ...... _ ........... . Supervising Geologist/ Engineer _ ......................... . Senior Geologist/ Engineer ................. _. _ ............. . Senior CIS Specialist ......................................... . Senior Staff Geologist/Engineer _ .......................... _ Staff Geologist/ Engineer .. _. _ .................. _ ........... . Field/Laboratory Technician ................... _ ......... _. Technical llluslraling ....................................... ., Clerical/ Accounting ........................ _ ........... _ .... . Equipment and Supply Charges Inclinometer System .......... _ .............................. . Piezometer Data Acquisition System ..................... . Total Station Surveying Equipment ....................... . CPS Surveying Equipment .... __ ........................... . Nuclear .t\foisture /Unil \Veighl Gauge ·····---·--·-----··· Rope Climbing Safety Equipment·--··············-------·- Multi-Charmel Seismograph System and Re.Mi --·-····-- Vehicle Mileage (or Current IRS Approved Rate )···--··· Aircraft Mileage (or Current IRS Approved Rate) _______ _ Photocopying (13&\'V-Color) .. _. _. __ .. ______ . _ ... _ .... __ . _ ... Engineering (Large Format) Copier ..... _. __ .... _. __ .... _ .. Computer Assi.sted Color Plotting ---···-········-···-----· S 285/hr S 235/hr S 195/hr S175/lu- S 16S/hr S 1SS/hr S 135/hr S 115/hr S 110/hr S 80/hr $17.3 /day S 100/ day S 250/ day S 350/day S 150/day S 250/day S 300/day S .54/mi S1.29/nmi S .20-.50/copy S .50/fL2 S 12/ sq. ft. Expert ,vitness Consu l tation Charges Expert witness testimony for court appearances and binding arbitrations shall be charged on a daily basis (minimum one day increments) at a rate of $3,960 per day. Deposition testimony shall be charged at a rate of SJ95 per hour (nu1timum one hour charge). Preparation time for depositions or court appearances shall be charged on a lime-and- expense basis in accordance with the Personnel, Equ..ipmenl, and Expense charges listed herein . Laboratory Test-ing and Geophysical Scr\'ice Charges Laboratory testing and geophysical services shall be charged on a tirne- and-materials basis in accordance with the Personnel, Equipment, and Expense charges listed herein . Laboratory samples shall be stored for 60 days after tJ1e date of final report subntittal tmless special arrangemen ts are made for longer storage. Expense Charges (Receipted Costs Plus 1 5 %) • 0 9 .. Travel expenses includi n g air fare, lodging, vehicle rental, etc. (eitJ1er actual receipted costs plus 15% for meals or a flat subsistence charge of S65 per diem for overnight stay shall be charged in addition to the lodging cost) Excavation subcontractors and expendable field supplies Reproduction of drawings Film, film deve lopment, arni photograph printing Special fees, permits, insurance, etc. Conference call telephone costs Special mail service (air, electronic, courier, etc.) Special equipment rental Special consultant fees COTTSHl-01 YOUNGV ACORD. CERTIFICATE OF LIABILITY INSURANCE I DA TE (M M/DD/YYYY ) ~ 7/17/2017 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. T HIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTAT IVE 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, c e rtain polic i es may require an endorsement. A state ment on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUC ER License # OE67768 2~~~~cT Cassandra Thompson IOA Insu r ance Services PH ON E I FAX 3875 Hopyard Road (A/C, No, Ext): (A/C, No):(925) 416-7869 ~t1l~~ss : Cassandra.Thompson@ioausa.com ------ Suite 240 Pleasanton , CA 94588 INSURER(Sl AFFORDING COVERA GE _-i -;~~-;-__ : IN SU RER A : RLI Insurance ComQany: 13056 INS URED IN SU RER B : - Cotton , Shires and Associates , Inc. INSU RER C: -- 3 3 0 Village Lane IN SU RER D : Los Gatos, CA 95030 INSURE R E : --~ IN SURER F : COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERT IFY TH AT TH E PO LI CI ES OF INS URANC E LI ST ED BELOW HAV E BEE N ISSU ED TO T HE INSU RED NAMED ABOVE FOR TH E POLICY PERIOD IND ICATED . NOTWITHSTAND ING ANY REQUIR EMENT, TE RM OR CON DI T ION OF ANY CON TR ACT OR OTHER DOC UMENT W ITH RESP ECT TO WH ICH TH IS CERT IFICATE MAY BE ISSU ED OR MAY PE RTAIN, THE IN SURANC E A FF OR DED BY THE POLIC IE S DE SCR IBED HEREI N IS SUBJ ECT TO A LL THE TE RMS, EXCLUSIONS AN D CON DITIONS OF SUCH POLI CI ES. LIMITS SHOWN MAY HAVE BEE N RED UC ED BY PA ID CLAIMS. l~t: TYPE OF IN SURAN CE ADDL SUBR POLIC Y NU MBER POLICY EFF POLI CY EXP LI MIT S •••o n '"\/\In /MA ~lnQNVYY \ I M .. ·-- A X CO MM ERCIAL GE NERAL LIABILITY EACH OCCURRENCE s 1 ,000,000 ~ ==i CLAIMS-MADE [KJ OCCUR ~~~~g~m~~~~r?.ncel I - 1 ,000 ,000 PSB0006677 12/04/2016 12/04/2017 'S f-- 1 0 ,000 MED EXP CAnv one person) $ f-- PERSONAL & ADV INJURY s 1,000,000 t GEN'L AGGREG ATE LIM IT APPLIES PER : GENERAL AGGREGATE · $ 2,000 ,000 H POL1cY 1l ~m O we PRODUCTS -COMP/OP AGG I s ---- 2 ,000 ,000 ---Ts--------- OTHER : I A I AU TOM OBI LE LIAB ILITY I COMBINED SIN GLE LIMIT 1 ,000 ,000 _(~)_____ s ------iXl ANY AUTO PSA0002275 12/04/2016 12/04/2017 BODILY INJURY (Per person) i S -----n oWNED ! SCH EDULED I BODILY INJURY !Per accident! I S R AUTOS ONLY _ AUTOS ----- HIRED ~ NON-@iNEO I 1P~9~tid-r;::;t?AMAGE s AUTOS ON LY __ AUTO NLY ------ I I !s A ~ UM BRELLA LI AB ~ OCCUR EACH OCCURRENCE I s 2 ,000 ,000 ~ESS LIA S CLAIMS-MAD E PSE0002888 12/04/2016 12/04/2017 AGGREGATE I $ ·2,000 ,000 D-;--I RETENT ION$ -------- s A WORKE RS COMPEN SA TI ON X I ~¥f nrrtl I OTH-I AND EMPL OYER S' LI ABILITY I l;B --------Y/N PSW0003773 01/01/2017 01/01/2018 1 ,000,000 ANY PROPRIETOR/PAR TNER/EXECUTIVE D E.L. EACH ACCIDENT I S !1W~rnt~,~~m EXC LUD ED? N /A 1,000,000 E.L. DISEASE -EA EMPLOYEE S --If yes , describe under . DESCRIPTION OF OPERATIONS below I I E.L DISEASE -POLICY LIMIT I s 1,000,000 A /Professional Liab I RDP0027726 02/01/2017 02/01/2018 Per Claim I 1,000,000 A Professional Liab RDP0027726 02/01/2017 02/01/2018 Aggregate I 2 ,000 ,000 I I DES CRIPTI ON OF OP ERATIO NS/ LOCA TI ONS / VEHI CLES (ACOR D 101 , Add iti onal Rema rks Sc hedu le, may be att ached if more space is req uired ) All operations of t he Named Insure d , including the aforementioned project General Liability : P lease see Add itional Insured endorsement attached ; such coverage is Primary & Non-Contri butory w ith W a iver of Subrogati on included, as required by written contract. Workers ' Compensation : Waiver of Subrogation is in favor of the aforementioned Additional Insured, as required per written c ontra ct. Auto Liability : Please see Designated Insured endorsement attached with Waiver of Subrogati on included, as required by writte n contract. ADDITIONAL INSURED AS RESPECTS TO GENERAL LIABILITY & AUTO LIABILTIY : The City of Cupertino CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCEL LED BEFORE THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLIC Y PROVISIONS . City of Cupertino AUTH OR IZE D REPR ESENTA TI VE Public Works Department .~~ 10300 Torre Avenue ICuoertino r.4 95014 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All r ights reserved . T he ACORD name and logo are registe red marks of ACORD Policy Number: PSB0006677 RLI Insurance Company Named Insured Cotton, Shires and Associates, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEM E NT Th is endorsement modifies insurance provided under the following : BUSINESSOWNERS COVERAGE FORM -SECTION II -LIABILITY 1. C. WHO IS AN INSURED is amended to include as an add itional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this po licy , but only with respect to liability for "bodily injury ", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b . In connection with premises owned by or rented to you ; or c. In connection with "your work " and included within the "product-completed operations hazard". 2. The insurance provided to the add itional insured by this endorsement is limited as follows : a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy . b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance . 3. The following is added to SECTION Ill H.2. Other Insurance -COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II - LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis , this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured , and we will not share with that other insurance , provided that: a. The "bodily injury" or "property damage" for which coverage is sought oc c urs after you have entered into that contract or agreement ; or b. The "personal and advertising inju ry" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION Ill K. 2. Transfer of Rights of Recovery Against Others to Us -COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II - LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you , or on your behalf , under a contract or agreement with that person or organization . We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs , or the "pe rsonal and advertising injury" offense is committed . ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 Policy Number: PSA0002275 RLI Insurance Company Named Insured: Cotton , Shires and Associates, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A . Broad Form Named Insured 8. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair -Waiver Of Deductible I. Personal Effects Coverage J . Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage -Loss Of Use L. Hired Car -Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition -Mental Anguish 0. Airbag Coverage P. Amended Insured Contract Definition -Railroad Easement Q . Coverage Extensions -Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage PPA 300 03 13 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A .1. Who Is An Insured Provision : Any business entity newly acquired or formed by you during the policy period , provided you own fifty percent (50 %) or more of the business entity and the bus iness ent ity is not separately insured for Bus- iness Auto Coverage . Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity . This provision does not apply to any person or organ izat ion for which coverage is excluded by endo rsement. B. Employees As Insureds The following is added to the SECTION II - COVERED AU T OS LIABILITY COVERAGE, Para - graph A.1. Who Is An Insured Provision : Any "employee " of yours is an "insured" wh ile using a covered "auto " you don't own , h ire or borrow in your business or your personal affairs . C . Blanket Additional Insured The f ollowing is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A .1. Who Is An Insured Provision : Any person or organ ization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs is an "insured " for liability coverage , but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured " under the Who Is An Insured provision contained in SECTION II - COVERED AUTOS LIABILITY COVERAGE . The insurance provided to the additional insured will be on a prima ry and non-contributory basis to the add itional insured 's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs . D. Blanket Waiver Of Subrogation The following is added to the SECTION IV -BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us : We waive any right of recovery we may have aga ins t any pe rson or organization to the extent required of you by a cont ract executed prior to any "accident" or PP A 300 03 13 "loss ", provided that the "accident" or "loss " arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTIO N II - COVERED AUTOS LIABILITY COVERAGE , Paragraph A.1. Who Is An Insured Provi si on : An "em ployee" of yours is an "insured " wh ile operating an "auto " hired or rented under a contract or agreement in tha t "employee 's" name, with your permission , while performing duties related to the conduct of your business . 2 . Changes In General Conditions : Paragraph 5.b. of the Other Insura n ce Con - dition in the BUSINESS AUTO CO N DITIONS is deleted and replaced with the following : b . For Hired Auto Physical Damage Cove rage , the following are deemed to be covered "autos" yo u own : (1) Any covered "auto " you lea se , hire, rent or borrow; and (2) Any covered "auto " hi red or ren ted by your "employe e" und er a contract in th at individual "employee 's" na m e , wit h you r pe rmission , whil e perform ing d uties related to the conduc t of you r bu siness . Howeve r , any "auto" t ha t is leased , hired , ren ted or borrowed wi th a driver is not a covered "auto ". F. Fellow Employee Coverage SECTION II -COVERED AUTOS LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insuran ce in-fo rc e covering all of your employees . G. Auto Loan Lease Gap Coverage SECTION Ill -PHYSICAL DAMAGE COVE RAGE , C. Limit Of Insurance, is amended by the addition of the following : In the event of a total "loss " to a covered "auto " shown in the Schedule of Declarations , we will pay any unpaid amount due on the lease or loan for a covered "auto ", less : 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the poli c y; and 2. Any : a. Overdue lease/lo a n payments at the tim e of the "loss "; WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA WC 04 03 06 (Ed. 4-84) We have the right to recover our payments from anyone liab le for an injury covered by this policy . We will not enforce our right against the person or organization named in the Schedule. (This agreement app lies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule . The addit ional premium for th is endorsement shall be __ 2% of the Californ ia workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization All persons or organizations that are party to a contract that requires you to obtain this agreement, provided you executed the contract before the loss . Job Description Jobs performed for any person or organization that you have agreed with in a written contract to provide this agreement. This endorsement changes th e policy to wh ich it is attached and is effective on the date issued unless otherwise stated . (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 1 /1/2017 Insured Cotton , Shires and Associates , Inc . Policy No . PSW0003773 Insurance Company RU Insurance Company Coun tersigned By Endorsement No . ©1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved .