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17-142 Schaaf & Wheeler Consulting Civil Engineers, Update to the Storm Drain Master PlanP.O. # 9 a I f -~) AGREEMENT BETWEEN THE CITY OF CUPERTINO AND SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS FOR DESIGN PROFESSIONAL SERVICES FOR THE UPDATE TO THE STORM DRAIN MASTER PLAN This Agreement for Design Professional Services (" Agreement"), dated $e{1-)-r , 200- is entered into by and between City of Cupertino, a municipal corporation ("City"t and Schaaf & Wheeler Consulting Civil Engineers, 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 civil engineering services ("Services") required for the City's Update to the Storm Drain Master Plan 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 proposat dated August 22, 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 June 31, 2018. 2. SERVICES TO BE PERFORMED: City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 1 of 26 [Agrmt-Des Prof-Single Project-FINAL-2016.0!'.lJ 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 compensation for Additional Services provided without or prior to the City's written authorization. Duly authorized Additional 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") for that Task, and must complete the Task within the time specified in Exhibit B. 4. COMPENSATION: A. Maximum Compensation. The cumulative total payment to Design Professional for Basic Services, Additional Services and expenses under this Agreement may not exceed $137,500. Design Professional is not entitled to any payment for Services or expenses in excess of this maximum limit. B. Basic Services. City will pay Design Professional $117,500 ("Lump Sum Price"), 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 Lump Sum Price is completely inclusive of all time and expenses to provide the 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 Basic Services it will only be entitled to a percentage of the Lump · City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 2 of 26 [Agrmt-Des Prof-Single Pro ject-F INAL-2016.09j Sum Price that is proportionate to the percentage of Basic Services that were completed to the 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 sum 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 $20,000 has been budgeted for Additional Services under this Agreement. The City has the discretion, but not the obligation, to authorize Additional Services 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 business 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 or 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 Professional for 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. 111e invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each Task as further 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. l. Time . and Expenses: For Additional Services provided on an hourly basis, each invoice must also include, for each day Services were provided: City of Cupertino 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. Page 3 of 26 Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan [A9m1l-Des Prof-Single Projecl-FINAL-2016.09] 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 Design 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 or failure to timely submit deliverables or provided responses as specified under this Agreement may be deemed a material breach of this Agreement. 6. ST AND ARD 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 employ ed 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 provision survives expiration or termination of this Agreement. 8. PROTECT COORDINATION: A. City Project Manager. The City's authorized delegee, Chad Mosley, will be the City 's representative for all purposes under this Agreement ("City Project Manager") with a uthority to ov ersee 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 Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 4 of 26 [Agrmt-Des Prof-Single ProJect-FINAL-20'16.08] B. 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 Daniel Schaaf. 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. City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 5 of 26 IAgrmt-Oes Prof-Single Project-FINAL-201ti.0[1) B. 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 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 day s 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: City of Cupertino Schaaf & Wheeler Consulting Civi l Engineers For Update to the Storm Drain Master Plan Page 6 of 26 IAgrmt-Des Proi-Sin,-.Jle ProJecl-FINAL-2016.08'. 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 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 insurance 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 City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 7 of 26 [Agnnl-Des Prof-Single Project-FINAL-2016.0,11 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. City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Dra in Master Plan Page 8 of 26 [Ac,rml-Des P,of-S1n9le Pcoject-FINAI -2016.09] 13. IMMIGRATION REFORM AND CONTROL ACT (!RCA): 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, b y 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 w ill 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, h y pothecate 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 capital 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: City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 9 of 26 [Agrmt-Des Prof-Si119/e Project-FINAL-2016.09] 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 ha s 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 b y 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, 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 b y De sign 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 De sign 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 City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 10 of 26 [Ag rmt-Des Prof Single Project FINAi -2C 16.0S) 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. 19. NOTICES: All notices, demands, requests or approvals to be given under this Agreement must be given in writing and will be dee111ed 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: Chad Mosley, City Engineer City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 11 of 26 !Agrmt-Des Prof-Single Project-FINAL-2016.0r] B. To Design Professional. All notices, demands, requests, or approvals from City to Design Professional must be addressed to Design Professional at: Schaaf & Wheeler 1171 Homestead Road, Ste. 255 Santa Clara, CA 95050 Attention: Daniel Schaaf, Vice President 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. B. 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 b y 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 pay ment 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 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 City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 12 of 26 [Agrrnt-Des P:of-Single Projec1c1NAL-?C11G.OS] 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 1h 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. City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 13 of 26 IAgrmt-Des Prof-Single Project-Fll~AL-2016 08] 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. 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 p r eliminar y negotiations and agreements of whatsoever 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 required 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, Division 6, Section 18700 of the California Code of Regulations. City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 14 of 26 [Ag1mt-f'Jes Prof-Single Proj&ct-FINAL-20'6.CS; 30. GIFTS: Design Professional is familiar with City's prohibition against the acceptance of any gift by a City officer 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 Administrative Procedures . Offering or giving a prohibited gift constitutes a material breach of this Agreement by Design Professional. 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 provision and clause required b y 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 b y 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, constitute a single binding instrument. 33. HEADINGS: 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. [Signatures on followin g page.] City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 15 of 26 [Aqrmt-Des Prof-Single Project-FINAL-2016.0ti] IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. SCHAAF & WHEELER CONSUL TING CIVIL ENGINEERS A California Corporation Title -../1 L€ f((.6 I J)~-, Date C, / 7--r / 17-- Tax I.D. No.: "t-::J-~oo 6 I 31--(" Address: II":/! tbrlf s·~ :!tzs:r 5/v->A C vft./lA, 1 C.A 9 ~17 0) City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan CITY OF CUPERTINO A Municipal Corporation By·-:c ~ Timm Borden, Director of Public Works Date 1/11o,u 7 APPROVED AS TO FORM: Randolph Stevenson Hom, City Attorney ATTEST: /I) -s--1 7 Grace Schmidt, City Clerk eJ-1 o -? l)_q zo qtJ{)-ctlJ!;" Contract Amount: ')' U Account No.~ 13~ 1 62JQ .vO S "i)oz)t. c)'d-O°d- pn UH 1 .. J,i1 Page 16 of 26 [/,c;rn1t-Des Prof-S,ngle Project-FINAL ?016.CSf EXHIBIT A SCOPE OF SERVICES Basic services will consist of developing a comprehensive Storm Drain Master Plan. The required scope of services are described in more detail below. Become Familiar with Existing Resource Documents The Design Professional shall familiarize themselves with existing resource documents that contain information relating to this project and the City's policies regarding storm water facilities. These documents are listed below and can be viewed by following the web links provided. • • "Revised Master Plan City of Cupertino Storm Drainage System", dated June 1974 https://www.dropbox.com/sh/w287gn8u726v8pi/AAAX2np7skltMEdiOGPNcPEia?dl=0 "Revised Master Plan City of Cupertino Storm Drainage System", dated March, 1993 https://www.dropbox .com/sh/w287gn8u726v8pi/AAAX2np7skltMEdi0GPNcPEia?dl=0 Task 1 -Data Collection Task 1.1-Review and Compile Existing Watershed and Drainage Facility Data Design Professional will provide services to research, collect and review existing background data . Data sources include: • Existing City GIS drainage and watershed maps • Soils data (more specifically for soil types associated with percolation and infiltration) • "As-built" construction drawings for the local storm drain facilities (where available) • Existing Storm Drain Master Plans • Floodplain mapping • Ownership data (as needed) • Land use data • Topography (City LIDAR data will be made available) Identify data gaps in the City's GIS database. Document data gaps for inventory in Task 2.1 and incorporation into the GIS database development (Task 3). City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 17 of 26 [Agrmt-Des Prof-Single Project-FINAL-2016.09] Task 1.2 -Establish Engineering Design Criteria Design Professional will provide engineering services to establish the criteria for hydraulic and hydrologic design requirements prior to initiating the preliminary assessment process. All elements of the Storm Drain Master Plan will be prepared in accordance with the City of Cupertino's policies and guidelines, and per standard drainage calculation practices established by the Santa Clara County Drainage Manual. This work item will include establishment of the following critical design criteria: • Hydraulic controls • Street inlet requirements • Outlet requirements • Local drainage system hydraulic modeling • Review of storm drain master plan design assumptions • Distribution of flows to the proposed storm drain and street section • Critical design water surfaces (committed elevations) • Allowable street flooding and storage • Deficiency upgrade requirements /options for improvements at problem areas Deliverables: A memo summarizing the proposed design criteria and guidelines will be prepared for review. This document will serve as _an initial reference framework for future decisions as work progresses and unique situations are encountered. Task 2 -Existing Facilities Field Survey and Inventory Task 2.1 -Facility Inventory Design Professional will review existing GIS, LID AR and aerial photography data and will notify the City of any information gaps that require additional field work. Deliverables: A memo listing any information gaps in the GIS, LIDAR and aerial photography information provided by the City. Task 3 -GIS Database Development Task 3.1 -GIS Organization & Project Data Collection The success of this project will be dependent on both the expertise of the Design Professional Team and its collaboration with the City. Upon kickoff of the Storm Drain Master Plan Project, Design Professiori.al's GIS Manager will enter discussions with the City to determine the schedule for the GIS scope of work, review and request available data and documentation, and agree upon GIS deliverables, project milestones, and delivery dates. Design Professional will present in greater detail the project approach and will work with the City, its IT and GIS staff, and other contractors that will be necessary for ongoing effective communication. Design Professional will collect the necessary data and documents for the project. The City will provide as-built drawings when requested and available. City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 18 of 26 [A~Jrmt-Des Prof-Single Project-F!I\JAl -7016 09] The objectives of the pre-work meeting will be to discuss and document how the Design Professional will: • Administer and coordinate work for timely and effective completion • Document the City's project and ongoing GIS priorities • Set up and maintain appropriate communications • Gather GIS data • Review and collect Scanned as-built drawings (as nec~ssary and where available) • Setup GIS status reports • Setup GIS milestone dates Task 3.2 -Acquire Outside Data Design Professional will work with the City to identify and gather the necessary information and data that will assist in the completion of the Storm Drain Master Plan. Data that is anticipated to be provided by the City is GIS data and survey information collected for the City storm drain system, LID AR topographic survey, aerial photography, and Land Use data. Data that is anticipated to be collected by the Design Professional includes Caltrans storm water facility data (where necessary), FEMA Flood Insurance Rate Map (FIRM) data, as well as modified creek flow conditions that have resulted from completed improvements by the Santa Clara Valley Water District. Task 4 -Watershed Hydrology Development Task 4.1-Delineate Existing Watershed Characteristics Design Professional will review and validate the drainage areas within the existing City of Cupertino Storm Drain Master Plan dated March 1993, and subsequent modifications to Watershed Drainage Basins. Design Professional will update boundaries based on analysis of LID AR topographic information and modeling results. The existing boundaries for the Drainage Basin Areas will be assessed and modified as necessary . A watershed map with the delineation of the Watershed Drainage Basins will be updated to document the mapping for the proposed hydrologic modeling. The watershed map will determine the average characteristic parameters associated with the modified or updated watershed subareas necessary for the application of hydrologic analysis . Obtain and review available data for parameter estimation in the precipitation-runoff model including infiltration, vegetation cover, impervious cover, h y drologic soils data, slopes, properties with hydromodification facilities, and watershed hydraulic efficiency. Task 4.2 -Rational Method Hydrology Analysis Design Professional will prepare a rational method hydrology analysis for each watershed to quantitatively estimate the "ultimate" surface runoff flow rates for the 10-year storm return period. Flow rates developed will be limited to the main line storm drain facilities only . Hydrology calculations will be completed in accordance with the Santa Clara County Drainage Manual, and will utilize rainfall statistics (IDF curves) along with an appropriate City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 19 of 26 [Agnnt-Des Prof-Single Project-FINAL-2016.0F1J runoff loss method as specified by the manual. Revise previous hydraulic analyses to incorporate changes made to the storm drain system or land uses since the 1993 Storm Drain Master Plan. Include summary tables for each drainage basin showing the factors used to calculate the run-off rates . Deliverables: Design Professional will provide an updated watershed map and the calculation summary tables for review. The map will delineate modifications made to existing boundaries . The City will review this map and provide comments back to the Design Professional within five business days. Task 5 -Drainage System Hydraulic Modeling/Alternatives Analysis Task 5.1 -Existing Municipal Storm Drain -Hydraulic Model Preparation Design Professional will perform a hydraulic analysis of the conveyance "capacity" of the existing City main line ("backbone") storm drain pipe system, including channels and culverts (where appropriate). The hydraulic analysis will be based upon evaluation of the hydraulic grade line, rather than "normal depth" calculations. The hydraulic model developed as part of this task will provide the baseline model to identify system deficiencies and to test the modification alternatives of the recommended storm drain improvements. Private or local facilities outside of the public right-of-way or public utility easements will not be analyzed. The water surface data and hydraulic information will be summarized in tabular format for each reach or element of.the facility with critical areas highlighted to allow easy use and review. Task 5.2 -Existing Municipal Storm Drain -Capacity Analysis and Hydraulic Deficiency Identification The hydraulic models generated for the "existing" mainline storm drain systems will be analyzed in a sensitivity analysis to determine the maximum hydraulic capacity of the system. The maximum allowable hydraulic capacity will be defined as the highest elevation of the hydraulic grade line below the street that allows the surface inlets to function. A sensitivity analysis will be performed by factoring the "design" discharges to a lower amount until the storm drain operates without causing flooding of surface inlets . The hydraulic model will be used to quantify any deficiency of hydraulic conveyance in the existing system. The hydraulic capacity will be converted to a "level of flood protection" based on the ratio of the system's total flow rate capacity to the City's design flow rate (10- year storm). Task 5.3 -Deficiency Removal and Alternatives Formulation /Feasibility Analysis Design Professional will develop preliminary alternatives for removal of hydraulic deficiencies within the existing main line storm drain system. The conceptual alternatives will focus on increasing the hydraulic capacity of a system through enlarging drainage facilities, installing new parallel systems adjacent to existing facilities, or constructing a City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 20 of 26 [Agrmt-DE:s Prof-Single P1ojE:cl FINAL-2016.09j diversion system (when directed to do so by the City). The overall watershed system will be divided into study reaches for refined analysis on a reach-by-reach basis. A list of potential design options will be identified which meet the primary flood protection objectives and major constraints associated with the alternatives will be discussed. A feasibility analysis will be performed to screen the alternatives and develop the recommended alternative based on selection criteria, including downstream constraints, ownership issues, minimizes costs and public impacts. The proposed increased pipe sizing will be based upon water surface profile hydraulic calculations for the updated design flow rates. Preliminary horizontal and vertical alignments will be developed for the recommended facilities. The lengths and elevation data will be used for detailed hydraulic analysis and cost estimating purposes. The sizing of the proposed modifications to the existing storm drain system will be adjusted using the water surface profile model to optimize the performance of the system and identify impacts and benefits associated with a recommended project. Deliverables: Design Professional will provide maps and hydraulic summary tables for the watershed basins determined to be insufficient to handle the design storm flows . The maps shall have all sections determined to be insufficient highlighted for ease of review. Additionally, Design Professional will provide a preliminary summary of proposed material quantities necessary to correct any hydraulic deficiencies. The City will require approximately 2 weeks to review the data, depending upon the number of watershed basins determined to be deficient. Task 6 -Capital Improvement Plan Development Task 6.1 -Identification of Recommended Improvements The City's Capital Improvement Program (CIP) will utilize and incorporate the recommendations of the capacity analysis into future project planning. Design Professional will formulate and recommend alternatives for the repair, rehabilitation, and improvements to the storm drainage system that will satisfy the established objectives. Consideration will be given to the level of deficiency in system's hydraulic capacity. Design Professional will identify all upgrades to the drainage system. Task 6.2 -Implementation Program Provide engineering services to prioritize improvement projects that would address the deficiencies defined by the analysis. Design Professional will develop the criteria for prioritizing system improvements. A listing of recommended improvements and their priority will be presented to the City for review. The recommended improvements will incorporate a phased approach based upon risk characterization, potential impacts, and prioritization. Priorities shall consider changes in overall system flow rates to ensure improvements do not result in new problems. C ity of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 21 of 26 [Agrmt-Des Prof-S!ngle Project-F-INAL-2016.0~lJ Task 6.3 -Preliminary Drainage Facilities Quantity and Construction Cost Estimate Preliminary construction quantity estimates will be prepared for the recommended drainage improvements. Major project tasks will be included in the estimate such as: 1) Land acquisition 2) Street paving and traffic control 3) Utility relocation or protection (where potential conflicts are anticipated) A preliminary estimated cost of construction will be generated from the quantity estimate using approved unit costs from the City. Unit costs will be based upon the most current cost information for recent similar projects in the area. Deli verab les : Design Professional will provide to the City a preliminary list of project based on priority. Each item on the list will be accompanied by an estimated cost to construct the project, as well as the anticipated material quantities. The City will review the list and will provide comments to the Design Professional within 2 weeks of submission of the material for review . Task 7 -Storm Drainage Master Plan Document Task 7.1-Draft Report of the Updated Storm Water Master Plan Document Design Professional will prepare a draft of the new Storm Drain Master Plan that supports the proposed hydrology analysis and recommended drainage facilities. This document will serve to reference the design assumptions, guidelines, and criteria developed for the project. The text of the document will be prepared in MS WORD. The draft Report will also serve as the initial engineering submittal package for the plan for review by the City . The associated documentation will include (1) watershed evaluation, (2) hydrology analysis (3) hydraulic analysis for the existing system, (4) priority list of proposed improvement projects, (5) recommended design concepts and sizing of proposed improvements to correct deficiencies, (6) feasibility study and h y draulic analysis of proposed improvements, and (7) quantity take off and estimated construction costs for proposed improvements projects. Task 7.2 -Final Storm Drain Master Plan A final plan will be prepared which incorporates comments and modifications from the draft review(s) b y the City. The written plan will serve as the technical documentation for the City's Capital Improvement Program to aid in preliminary engineering design and selection of the recommended drainage system improvements. Task 7.3 -Final Drainage Exhibits/Maps Provide engineering services to generate the final drainage map exhibits associated with the storm drain master plan. These drainage exhibits will consist of the following: City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 22 of 26 [Agrnit-Oes Prof-Single Proiecl-Fll~AL-2016 09] • Updated Drainage Index Map (Drainage Basins) • Updated Drainage Facilities Map (Manholes, Pipes and other Features) Facility maps will clearly differentiate the existing system and proposed improvements, including the recommended sizes and lengths for the proposed backbone infrastructure. The maps will include industry standard symbolization and attribute labels of features and items that the City determines are necessary as part of the exhibits. The drainage index map will be prepared at a suitable scale for use by City. Maps will be created using the City's GIS shape files and any modifications generated during the project. Deliverables: The Design Professional will provide 2 hard copies of the full document, including all maps. A copy of all files will also be provided electronically (including a PDF file of the fully compiled document). Any updated GIS shape file information that is made due to modifications generated during the project will be provided to the City. Task 8-Administration and Project Management Task 8.1-Project Management, Meetings and Coordination CONSULT ANT shall conduct project management activities to ensure adherence to schedule and budget, as well as documentation of communication between the CONSUL TANT and City, as required. Coordinate and attend project meetings with City staff such as project kickoff, monthly progress meetings, design submittal reviews, and as needed to review design issues. Provide written meeting minutes for each of these meetings within 5 business days of the meeting. Design Professional shall provide written monthly updates of project progress to the City, when needed and as requested. Task 8.2 -QA/QC Design Professional will perform continual QA/QC as part of the standard project management. The QA/QC includes frequent progress checks and reviews as the project progresses. For the storm drain master plan, QA/QC would occur during all tasks involving calculations or deliverable products . Assumptions The following summarizes study assumptions and criteria: D The minimum pipe size for the City's main storm drainage pipeline analysis is 12". D The minimum proposed pipe size for recommended improvements will be 15". D Proposed improvements should not be conflicting with the stormwater quality requirements (trash capture and BMP/LID) or impact existing habitats. City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 23 of 26 [Agrmt-Des Prof-Single Project-FINAL-201 n.09] 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 DURATION 1 Data Collection 6 weeks after Notice to Proceed for this Task 2 Existing Facilities Field Survey and Inventory 6 weeks after Notice to Proceed for this Task 3 GIS Database Development 6 weeks after Notice to Proceed for this Task 4 Watershed Hydrology Development 6 weeks after Notice to Proceed for this Task 5 Drainage System Hydraulic Modeling/Alternatives 15 weeks after Notice to Analysis 6 Capital Improvement Plan Development 7 Storm Drainage Master Plan Document 8 Administration and Project Management City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Proceed for this Task 23 weeks after Notice to Proceed for this Task 28 weeks after Notice to Proceed for this Task 28 weeks after Notice to Proceed for this Task Page 24 of 26 [Agrmt-Des Pro f-Single Project-FINAL-2016.09] EXHIBIT C COMPENSATION Capitalized terms which are defined in the Agreement have the same meaning in this Exhibit C. This Exhibit Con 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 monthly compensation for Basic Services based on the degree of completion, subject to confirmation and agreement by the City , and budget for each listed Task: TASK# TASK DESCRIPTION TASK BUDGET 1 Data Collection $5,100 2 Existing Facilities Field Survey and Inventory $3 ,160 3 GIS D atabase Development $6,760 4 Watershed Hydrology Development $14,320 5 Drainage System Hydraulic $28,490 Modeling/ Alternatives Analysis 6 Capital Improvement Plan Development $19,680 7 Storm Drainage Master Plan Document $19 ,890 8 Administration and Project Management $20,100 Total for Basic Services: $ 117 500 ____ ......;....a...:....i..;::..;;;..:; ____ _ 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 City of Cupertino Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 25 of 26 [Agrmt Des Prof-Single Project-FINAL.-2016.0PJ 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 Agreement. These hourly rates will remain in effect for the Term of the Agreement unless changed by written amendment to the Agreement. Design Professional Hourly Rates: Principal Project Manager Senior Engineer Associate Engineer Assistant Engineer Junior Engineer $ 230 $ 205 $ 185 $ 160 $ 150 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: • 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 Schaaf & Wheeler Consulting Civil Engineers For Update to the Storm Drain Master Plan Page 26 of 26 IA9 1 mt-Des Prof-Single Project-Flt~AL-2016.00; SCHA&WH-01 FRANCISCON ACORD~ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM /DD/YYYY) '-...----' 10/2/2017 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION JS WAIVED, subject to the terms and conditions of the policy, certain pol i cies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License# OE67768 ~2~~~cT Reno Caldwell JOA Insurance Services W8,NJo , Ext) (925) 660-3513 50005 I r.et No):(925) 416-7869 3875 Hopyard Road Suite 240 ~i%A~~s._, reno .caldwell@ioausa.com Pleasanton, CA 94588 INSU RER{Sl AFFORDING COVERAGE NAIC# INSURER A : RLI Insurance Comoanv 13056 INSURED INSURER B: Schaaf & Wheeler, Consulting Civil Engineers INS URER C: 1171 Homestead Road, Suite 255 INSURER D : Santa Clara, CA 95050 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . l~J: TYPE OF INSURANCE ADDL SUBR POLIC Y NUMBER POLICY EFF POLICY EXP LIMITS IN"D wv n TT IMMIDD/YYYYl A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENC E $ 2 ,000,000 -:J CLA IMS-MAD E CR] OCCUR DAMAGE TO RENTED 1,000,000 PSB0001578 06/06/2017 06/06/2018 PREMISES /Ea nerurrencel $ MED EXP /An v one oersonl $ 10,000 -PERSONAL & ADV INJURY $ 2,000,000 -GEN'L AGGREGAT E LI MI T APPLIES PER: GENERAL AGGREGATE $ 4,000,000 Fl PO LI CY CR] ~f8r D Loe PRODUCTS -COMP/OP AGG $ 4,000,000 OTHER : $ A AUTOMOBILE LIABILITY -(F~~~~;~,?NGLE LIM IT $ 2 ,000,000 ANY AU TO PSB0001578 06/06/2017 06/06/2018 BODILY IN JURY /Per oersonl $ -OWNED ~""''"~' -AUTOS ONLY AUTOS BODILY INJURY /Per acciden t) $ X HIRED NON-OWNED tP~f ~fc~d~t?AMAGE $ >--AUTOS ON LY AUTOS ONLY 1 $ A UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 3,000 ,000 -PSE0001370 06/06/2017 06/06/2018 3 ,000 ,000 X EXCESS LIAB CLA IM S-MADE AGGR EG ATE $ DED I I RETENTION$ $ A WORKERS COMPENSATION XI ~\%uTF I I OTH- AND EMPLOYERS' LIABILITY ER Y/N PSW0001278 12/11/2016 12/11/2017 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTI VE D E.L. EACH ACC IDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes , describe under DESCRIPTION OF OPERATI ONS below E.L. DISEASE -POLICY LI MIT $ 1,000,000 A Professional Liab. RDP0029206 06/06/2017 06/06/2018 Per Claim 5 ,000,000 A Professional Liab. RDP0029206 06/06/2017 06/06/2018 Aggregate 5 ,000 ,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Rem arks Schedule, may be attac hed if more space is required) RE: Storm Drain Master Plan All operations of the Named Insured, including the aforementioned project, if any . General Liability : City of Cupertino, its City Council, boards and commissions , officers, officials, employees, agents and volunteers are included as Additional Insured on Primary & Non-Contributory basis with Waiver of Subrogation included, as required by written contract. Hired & Non-Owned Auto Liability includes Blanket Additional Insured and Blanket Waiver of Subrogation, as required by written contract. Workers' Compensation : Waiver of Subrogation is in favor of the City of Cupertino, its City Council , boards and commissions , officers, officials, employees, agents and volunteers as required by written contract. CERTIFICATE HOLDER CAN CELLA TJON SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Cupertino ~~ 10300 Torre Avenue rr .. ~~r+1nn l"/1 <l'i01d ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION . All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: PSB0001578 RLI Insurance Company Named Insured: Schaaf & Wheeler, Consulting Civil Engineers THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This 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 additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, 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 additional 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 occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" 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 "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 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 liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us .) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be __ 2 % of the California 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 the policy to which it is attached and Is effective on the date Issued unless olherwise stated . (The Information below Is required only when this endorsement Is Issued subsequent to preparation of the policy.) Endorsement Effective Insured Schaaf & Wheeler, Consulting Civil I Policy No. PSW0001278 Insurance Company RLI Insurance Company Endorsement No . ©1998 by the Workers' Compensation Insurance Rating Bureau of Callfornfa. All rights reserved . ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 6/5/2018 License # 0E67768 (925) 660-3508 50028 (925) 416-7869 13056 Schaaf & Wheeler, Consulting Civil Engineers 1171 Homestead Road, Suite 255 Santa Clara, CA 95050 A 2,000,000 PSB0001578 06/06/2018 06/06/2019 1,000,000 10,000 2,000,000 4,000,000 4,000,000 1,000,000A PSA0002442 06/06/2018 06/06/2019 3,000,000A PSE0001370 06/06/2018 06/06/2019 3,000,000 A PSW0001278 12/11/2017 12/11/2018 1,000,000 1,000,000 1,000,000 A Professional Liab.RDP0032879 06/06/2018 Per Claim 5,000,000 A Professional Liab.RDP0032879 06/06/2018 06/06/2019 Aggregate 5,000,000 RE: Storm Drain Master Plan All operations of the Named Insured, including the aforementioned project, if any. General Liability: City of Cupertino, its City Council, boards and commissions, officers, officials, employees, agents and volunteers are included as Additional Insured on Primary & Non-Contributory basis with Waiver of Subrogation included, as required by written contract. Hired & Non-Owned Auto Liability includes Blanket Additional Insured and Blanket Waiver of Subrogation, as required by written contract. Workers' Compensation: Waiver of Subrogation is in favor of the City of Cupertino, its City Council, boards and commissions, officers, officials, employees, agents and volunteers as required by written contract. City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 SCHA&WH-01 FRANCISCON IOA Insurance Services 3875 Hopyard Road Suite 240 Pleasanton, CA 94588 Michelle Costa Michelle.Costa@ioausa.com RLI Insurance Company X 06/06/2019 X X X X X X X Policy Number:RLI Insurance Company Named Insured: PPB 304 02 12 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack®FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This 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 additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, 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 additional 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 III 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 occurs after you have entered into that contract or agreement; or b.The "personal and advertising injury" 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 III 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 "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PSB0001578 Schaaf & Wheeler, Consulting Civil Engineers PPA 300 03 13 Page 2 of 5 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 business entity 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 organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II – COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any “employee” of yours is an “insured” while using a covered “auto” you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II – COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization 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 primary and non-contributory basis to the additional insured’s own business auto co verage 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 against any person or organization to the extent required of you by a contract executed prior to any “accident” or “loss”, provided that the “accident” or “loss” arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II – COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An “employee” of yours is an “insured” while operating an “auto” hired or rented under a contract or agreement in that “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 Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered “autos” you own: (1) Any covered “auto” you lease, hire, rent or borrow; and (2) Any covered “auto” hired or rented by your “employee” under a contract in that individual “employee's” name, with your permission, while performing duties related to the conduct of your business. However, any “auto” that is leased, hired, rented or borrowed with 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 insurance in-force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION III – PHYSICAL DAMAGE COVERAGE, 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 policy; and 2. Any: a. Overdue lease/loan payments at the time of the “loss”; Policy # PSA0002442 PPA 300 03 13 Page 3 of 5 b.Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage. c. Security deposits not returned by the lessor; d.Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. H. Glass Repair – Waiver Of Deductible SECTION III – PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following: No deductible for a covered “auto” will apply to glass damage if the glass is repaired rather than replaced. I. Personal Effects Coverage The following is added to SECTION III – PHYSICAL DAMAGE COVERAGE,A. Coverage, 4. Coverage Extensions: c.Personal Effects Coverage In the event of a total theft loss of your covered “auto” we will pay up to $400 for “loss” to wearing apparel and other personal effects which are: (1)Owned by an “insured”; and (2)In or on your covered “auto”; No deductible applies to Personal Effects Coverage. J. Hired Auto Physical Damage Coverage The following is added to SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: d. Hired Auto Physical Damage Coverage If hired “autos” are covered “autos” for Liability Coverage and this policy also provides Physical Damage Coverage for an owned “auto”, then the Physical Damage Coverage is extended to “autos” that you hire, rent or borrow subject to the following: (1)The most we will pay for “loss” in any one “accident” to a hired, rented or borrowed “auto” is the lesser of: (a)$60,000 (b) The actual cash value of the damaged or stolen property as of the time of the “loss”; or (c)The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2)An adjustment for depreciation and physical condition will be made in the event of a total “loss”. (3)If a repair or replacement results in better than like kind or quality, we will not pay for the betterment. (4)A deductible equal to the highest Physical Damage deductible applicable to any owned auto will apply. (5)This Coverage Extension will not apply to: (a)Any “auto” that is hired, rented or borrowed with a driver; or (b) Any “auto” that is hired, rented or borrowed from your “employee”. K. Hired Auto Physical Damage – Loss Of Use The following is added to SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: e. We will pay sums which you legally must pay to the lessor of a covered “auto” which you have leased without a driver for thirty (30) days or less for the lessor’s loss of use of the covered “auto”, provided: (1)This insurance provides comprehensive, specified causes of loss or collision covered on the covered “auto”; (2)The loss of use results from the covered “auto” being damaged in an “accident” while you are leasing it. We will pay up to a maximum limit of $1,500 for this covered extension. L. Hired Car – Worldwide Coverage The following is added to SECTION II – COVERED AUTOS LIABILITY COVERAGE, A.2. Coverage Extensions: f. Hired Car – Worldwide Coverage (1)We will pay all sums an “insured” legally must pay as damages because of “bodily injury” or “property damage” to which this insurance applies, caused by an “accident” which occurs outside of the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada resulting from the maintenance, or use of any covered “auto” of the private passenger type you lease, hire, rent or borrow without a driver for thirty (30) days or less. (2)With respect to any claim made or “suit” instituted outside the United States of America, the territories and possessions of the United States of America, Puerto Rico, and Canada: PPA 300 03 13 Page 4 of 5 (a)You shall undertake the investigation, settlement and defense of such claims and “suits” and keep us advised of all proceedings and actions. (b) You will not make any settlement without our consent. (c)We will reimburse you: (i)For the amount of damages be- cause of liability imposed upon you by law on account of “bodily injury” or “property damage” to which this insurance applies, and (ii)For all reasonable expenses incurred with our consent in connection with the investigation, settlement or defense of such claims or “suits”. Reimbursement for expenses will be part of the Limit of Insurance for liability coverage shown in the Business Auto Coverage Declarations, and not in addition to such limits. (3)The limit of Insurance for Liability Coverage shown in the Business Auto Coverage Declarations is the most we will reimburse you for the sum of all damages imposed on you, as set forth in paragraph 2.c. above, and all expenses incurred by you arising out of any single “accident” or “loss”. (4)You must maintain the greater of the follow- ing primary auto liability insurance limits: (a)Compulsory admitted insurance with limits required to be in force to satisfy the legal requirements of the jurisdiction where the accident occurs; or (b) Insurance limits required by law and issued by a government entity or by an insurer licensed or permitted by law to do business in the jurisdiction where the “accident” occurs; or (c)Auto liability insurance limits of at least $300,000 combined single limit or $100,000 per person/$300,000 per acci- dent Bodily Injury, $100,000 Property Damage. If you fail to comply with the above, this insurance is not invalidated. However, in the event of a “loss”, we will pay only to the extent that we would have been liable had you so complied. (5)The insurance provided by this coverage extension is excess over any other collec- tible insurance available to you whether on a primary, excess contingent or any other basis. M. Temporary Transportation Expenses SECTION III – PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions, subparagraph a. Transportation Expenses is deleted and replaced by the following: a. Transportation Expenses (1)We will pay up to a maximum of $1,500 for temporary transportation expense incurred by you because of Physical Damage to a covered “auto”. (2) We will pay only for those covered “autos” for which you carry Comprehensive, Colli-sion or Specified Case of Loss Coverage. (3) We will pay only for those expenses incurred by you during the period of time that begins twenty-four (24) hours after the covered “loss” and ends at the time when the covered “auto” can be reasonable repaired or replaced. (4) This coverage does not apply while there are spare or reserve “autos” available to you for your operations. N. Amended Bodily Injury Definition – Mental Anguish The following is added to SECTION V – DEFINITIONS,Definition C.: “Bodily injury” also includes mental anguish, but only when the mental anguish arises from other bodily injury, sickness or disease. O. Airbag Coverage The following is added to SECTION III – PHYSICAL DAMAGE COVERAGE B. Exclusions 3.a.: However, this exclusion will not apply to accidental discharge of an airbag due to mechanical or electrical breakdown. P. Amended Insured Contract Definition – Railroad Easement SECTION V – DEFINITIONS paragraph H.“Insured contact” is modified as follows: 1.Paragraph H.3. is replaced by the following: 3.Any easement or license agreement. 2.Paragraph H.6.a. is deleted. Q. Coverage Extensions – Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound SECTION III – PHYSICAL DAMAGE COVERAGE B. Exclusions, exception paragraph a. to exclusion 4.c. and 4.d. is deleted and replaced with the following: PPA 300 03 13 Page 5 of 5 a.Equipment and accessories used with such equipment, except for tapes, records, discs or other electronic media device, provided such equipment is permanently installed in the covered “auto” at the time of the “loss” or is removable from the housing unit which is permanently installed in the covered “auto” at the time of the “loss”, and such equipment is designed to be solely operated by use of the power from the “autos” electrical system, in or upon the covered “autos”; or R. Notice Of And Knowledge Of Occurrence SECTION IV – BUSINESS AUTO CONDITIONS, A.2. Duties In The Event Of Accident, Claim Suit Or Loss, subparagraph a. is deleted and replaced with the following: a.In the event of “accident”, claim, “suit” or “loss”, you must give us or our authorized repre- sentative prompt notice of the “accident” or “loss” including: (1) How, when and where the “accident” or “loss” occurred; (2) The “insured’s” name and address; and (3) To the extent possible, the names and addresses of any injured person and witnesses. Your duty to give us or our authorized representative prompt notice of the “accident” or “loss” applies only when the “accident” or “loss” is known to: (1)You, if you are an individual; (2)A partner if you are a partnership; or (3)An executive officer or insurance manager, if you are a corporation. S. Unintentional Errors Or Omissions SECTION IV – BUSINESS AUTO CONDITIONS,B. General Conditions; 2. Concealment Misrepre- sentation Or Fraud is amended by adding the following: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However this pro- vision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. T. Towing Coverage SECTION III – PHYSICAL DAMAGE COVERAGE, A.2. Towing, is deleted and replaced by the following: 2.We will pay up to $750 for towing and labor costs incurred each time a covered “auto” is disabled due to a covered cause of loss. However: a.All labor must be performed at the place of disablement; and b.If the covered auto is a private passenger type no deductible applies; and c.If the covered auto is not of the private passenger type our obligation to pay will be reduced by a $250 deductible per disablement. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED.