Loading...
18-019 Perkins + Will, Architectural Services on the Civic Center Master Plan - 2018 UpdateCITY OF a DESIGN PROFESSIONAL SERVICES AGREEMENT WITH PERKINS+WILL CUPERTINO 1. PARTIES This Agreement is made and entered into as of January 17 , 2018 ("Effective Date "), by and between the City of Cupertino , a municipal corporation ("City "), and Perkins+ Will , a Delaware corporation ("Consultant"), for architectural services on the Civic Center Master Plan -2018 Update ("Project"). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A , and as further specified in Consultant 's written Proposal as approved by City , except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto , or as otherwise expressly rejected by City. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed , expressly or implicitly , in the Agreement, the Scope of Services , or the Proposal ("Additional Services"). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered . Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing . All references to "Services " in the Agreement include Basic Services and Additional Services , unless otherwise stated in writing. The Services may be divided into separate sequential tasks , as further specified in this Agreement, the Scope of Services , and Consultant 's Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants , and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay , liability, and costs resulting from its errors or omissions. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on May 31 , 2018 , unless terminated earlier as provided herein ("Contract Time "). 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B, Schedule of Performance , attached and incorporated here . Consultant must promptly notify City of any actu al or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks , Consultant must begin work on each sep arate task upon recei v ing City's Notice to Proce ed ("NTO "), and must compl ete each task within th e time specified in Exhibit B . C ivi c Ce nte r M as ter -2018 Upd ate Des ig n Profess ion a l A greement (Sing le) -R e v. D ec 2017 For Perkin s+Will Page I of 11 3.3 Timely performance is an essential element of this agreement for the performance of all the Services. Consultant must have sufficient time , resources , and qualified staff to deliver the Services on time. 4. COMPENSATION ~S't, ooo ,00 C..M L 't-~~ 4.1 aximum Compensation. City will pay Consultant for satisfactory performance of the Basic Servi and Additional Services , if approved , a cumulative total amount that will be capped so as not to exceed $59 ,000.00 ("Contract Price"), as specified in Exhibit C, Compensation , attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant 's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. ll4q 100 ,oo c i,,it... f-6'S 4.2 Basic Services. City will pay Consultant $54,000.00 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to , subConsultant's costs, materials, supplies , equipment, travel , taxes , overhead and profit. If the Basic Services are not fully completed , Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction . 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $5 ,000.00. Additional Services provided to City's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses , in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead , with no markup or surcharge ("Reimbursable Expenses "). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges , employee overtime, or travel to City offices or to the Project site . 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the amount due for the preceding month . City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services , and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks . If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services . Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a . Time and Expenses. For Additional Services provided on an hourly basis , each invoice must also include , for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person ; (iii) the time spent per person , in 30 minute increments ; (iv) the hourly billing rate or Sub-Consultant charge and payment due ; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. b. 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 Contract Time. Each invoice must attach legible , dated receipts for Reimbursable Expenses. Civic Center Master -2018 Upd ate De s ign Professional Agreement (Sin g le) -Rev. Dec 2017 For Perkins +Will Pa ge 2 of 11 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee , partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction , compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker 's compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City's reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any subConsultants that they are properly licensed, registered , and/or certified to perform the Services , as required by law, and that they have procured a valid City Business License. 5.4 SubConsultants. Unless prior written approval from City is obtained, only Consultant's employees and subConsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all subConsultants to furnish proof of insurance for workers ' compensation, commercial liability, auto , and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all subConsultants relative to the portion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all tools , materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for any violations pursuant to the indemnity provision of this Agreement. 5. 7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its SubConsultants, and must take prompt measures to avoid , mitigate , and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details , the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. Civic Ce nt e r Master -2018 Update De s ig n Profess ional Ag reement (Sin g le)-Rev . Dec 2017 For Perkins+Will Pa ge 3 of 11 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Consultant in any product , memoranda, study, report , map, plan, drawing , specification , data , record , document , or other information or work, in any medium , prepared by Consultant under this Agreement ("Work Product"), will be the exclusive property of the City, and shall not be shown to a third-party without prior written approval by City , provided City meets its payment obligations in the amounts required by this contract. 7.2 Copyright. To the extent permitted by Title 17 of U.S . Code , all copyrights to the Work Product prepared/created by Consultant and its SubConsultants shall belong to and constitute City property. If it is determined under federal law that the Work Product is not "works for hire ", Consultant and SubConsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details , but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay 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 if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights , City may use or modify the Work Product of Consultant and its SubConsultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City 's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired ; (b) To complete the original Services with City services or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats , and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete , accurate, and detailed accounting records relating to the Services and Compensation , in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant 's performance, benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 Consultant will provide City full access to Consultant 's books and records for review and audit , to make transcripts or copies , and to conduct a preliminary examination of all the work , data , documents , proceedings , and activities related to this Agreement. If a supplemental examination or audit of Consultant 's records discloses non-compliance with appropriate internal financial controls , a contract breach , or a failure to act in good faith , City will be entitled to recover from Consultant the costs of the C ivic Ce nter Master -20 18 Update De s ig n Profess ional Agreement (Single)-Rev. Dec 20 17 For Perkins+Will Page 4 of 11 supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section survives the expiration/termination of this Agreement. 9. ASSIGNMENT Consultant shall not assign , sublease, hypothecate , or transfer this Agreement , or any interest therein , directly or indirectly , by operation oflaw or otherwise , without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval , which shall not be unreasonably withheld. For purposes of this provision, control means 50% or more of the voting power of the business entity. This Agreement binds Consultant, its heirs , successors and assignees. 10. PUBLICITY/ SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City 's contributions in making the project possible . The words "City of Cupertino " will be displayed in all pieces of publicity, including flyers , press releases , posters , brochures , public service announcements , interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Agreement , without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend , and hold harmless the City , its City Council , boards and commissions , officers , officials , employees , agents , servants , volunteers and consultants ( collectively , "Indernnitees "), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify, defend , and hold harmless Indemnitees from and against any and all liability, claims , actions , causes of action, demands or charges whatsoever against any Indemnitee, 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 Consultant, its officers , officials, employees, 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 oflitigation. 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. b. Claims Involving Intellectual Property. Consultant shall indemnify , defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent right or copyright , trade secret , trademark , or service mark or other proprietary or intellectual property rights , which arises out of, pertains to , or relates to Consultant 's negligence , recklessness , or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City 's choice , expert fee s and all other costs and fees of litigation. C ivic Ce nt er Master -2018 Update Des ig n Profess ional Ag ree me nt (S in g le ) -Re v. Dec 201 7 For P erkin s+Will P age 5 o f 11 c. Claims for Other Liability. For all other liabilities not included in provisions "b" and "c " above , Consultant shall indemnify , defend , and hold harmless the Indemnitees against any and all liability, claims , actions, causes of action or demands whatsoever , including any injury to or death of any person or damage to property , or other liability of any nature arising out of, pertaining to , or relating to the performance of this Agreement by Design Professional, its employees , officers , officials , agents or subconsultants , including liability based on breach of contract, obligations , or warranties, or any unauthorized use or disclosure of City's confidential and proprietary information. 11.2 Consultant will assist City, at no additional cost, in the defense of any claim , dispute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price, to Workers ' Compensation claims , or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 If this Agreement is entered into or amended on or after January 1, 2018 , Consultant's duty to pay for any of Indemnitees ' defense related costs will be limited to its proportionate share of fault , as determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782 .8. 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemnification duties , including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences , Consultant shall furnish City with reasonable proof of compliance with City Insurance Requirements , attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type , amount, class of operations covered , and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement, or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perform . Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act , or other federal or state law, rule or regulation. 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a "public works " component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable , Consultant must comply with Civic Center Master -20 18 Update Design Profe ss ional Agreement (Single) -Rev. Dec 2017 Fo r Perkins +Will Pa ge 6 of 11 City 's Labor Compliance Program and with state labor laws pertaining to working days , overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30 ,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5 . 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed , color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy , age, sex, gender, sexual orientation, gender identity , Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Consultant shall comply with all anti-discrimination laws , including Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777 and 3077.5. Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by Consultant or any of its subConsultants toward a job applicant, an employee, a City employee , or any other person is strictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official , employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City 's rules governing gifts to public officials and employees . 13.5 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments , requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section . 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be MICHAEL ZIMMERMANN who will have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City 's reasonable approval, Consultant's Project Manager for all purposes under this Agreement will be GEETI SIL WAL who will be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders , and the Schedule of Performance, and providing regular updates to the City's Project Manager on the Project status , progress , and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. C ivic Center Master -2018 Update Desi g n Profe ss ional Agreement (Single)-Rev. Dec 2017 For Perkins+Will Page 7 of 11 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services . No close out work shall be conducted without City reasonable approval of closure costs , which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant 's final invoice reasonably approved by the City. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time , following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination , but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant 's final invoice. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. 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). If a dispute arises , Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator 's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action , files a complaint or cross-complaint , or pursues arbitration , appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This Section survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City 's waiver of any breach shall not be deemed to constitute waiver of another term , provision, cov enant or condition , or a subsequent breach, whether of the same or a different character. Civic Ce nt er Ma ster -2018 Update De sig n Pro fess ional Agree me nt (Sin g le) -Rev. Dec 2017 Fo r Perkins +Will Pa ge 8 of 11 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Parties , of every kind or nature, and supersedes any and all other agreements and understandings , either oral or written, between them. Any modification of this Agreement will be effective only if in writing and signed by each Patty 's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between this main Agreement and the attachments or exhibits thereto , the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. 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. 24. SEVERABILITY IP ARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid , illegal or unenforceable , such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends , including without limitation those referenced in specific Sections herein , survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices , requests and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery service , on the fifth calendar day after deposit in the United States Mail , postage prepaid , registered or certified , or the next business day following electronic submission: To City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Michael Zimmermann Mich aelz (a),cupertino. ort Phone : 408-777-3354 Civic Center M as ter -2018 Update To Consultant Perkins+ Will 2 Bryant Street, Suite 300 San Francisco, CA 94105 Attention: Geeti Silwal Gee ti .Si l wal(a;perki n swill.com Phone: 415-546-2943 Desi g n Professional Agreement (Sin g le) -Rev . Dec 2017 For Perkins+Will Pa g e 9 o f 11 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized designee, and is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein, and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. 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. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CONSULTANT Perkins+ Will By ~~ Name GEETI SIL WAL ---- Title AS SOCIA TE PRINCIPAL Date_January26, 2018 ___ _ Tax JD. No.: 36-26q o~BL.t --,--r-n.OVED AS TO FORM: ·o vQ -~l t'-" OLPH STEVENSON HOM Cupertino City Attorney ~if GRACE SCHMIDT 2 _ IS--1 f City Clerk CITY OF CUPERTINO A Municipal Corporation By~ Narrtq~~<;>-« TitleHt&:~ oC:. i\ ... b I. c.., (J a k Date 7--/-ip :!3 fl 511 000 ; 00· C IV\ L L q S Contract Amount $ 5~0 Account No.: 420-99-047-700-702 Civic Center Master -2018 Update Design Professional Agreement (Single) -Rev. Dec 2017 For Perkins+Will Page IO of)A' It? EXHIBIT "A" The requirements for Basic Services are set forth in this Exhibit A, including general requirements and specific Tasks. This is an exhibit attached to, and made a part of, the Agreement between the City of Cupertino ("City") and Perkins+Will ("Consultant'') for the provision of architectural services on the project ("Services"). CONSULT ANT shall perform professional services as detailed in the following sections related to the design program and cost estimate update for Civic Center Master Plan -2018 Update. ("Project") SECTION 1. GENERAL A. General PROJECT Description: The PROJECT involves design development, construction estimate update, services for the project. The project will be for the construction of Civic Center Master Plan -2018 Update. B. General Performance Requirements: 1. The performance of all services by CONSULT ANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY 's Department of Public Works shall manage the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee (hereinafter collectively "CITY") only . The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY Consultants and Consultants, as needed or as directed by the CITY. CONSULTANT shall schedule meeting and prepare meeting agendas and minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five (5) working days after the meeting. CONSULTANT shall provide copies of such documentation to the CITY, and as directed by the CITY, to other appropriate agencies and entities . CONSULTANT shall coordinate all responses to comments through the CITY. 4. CONSULT ANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. CONSULTANT shall not substitute any team members without the prior approval of the CITY. Perkins+Will Exhibit A, B & C Civic Center Master Plan -2018 Update 1 of 7 5. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule for the performance included in EXHIBIT B, may be adjusted by mutual agreement. 6. CONSULTANT shall manage its SUBCONSULTANTS, and administe r the PROJECT. CONSULTANT shall consult with the CITY, research applicable design criteria, and communicate with members of the PROJECT team. 7. CONSULTANT shall submit deliverables to the CITY, according to each "TASK", of this EXHIBIT A for purposes of evaluation and approval by the CITY. The CITY including the Deparhnent of Public Works Engineering and other City deparhnent as necessary will review the documents during each phase. CONSULTANT will meet with the CITY for progress review at various stages of the PROJECT. CONSULTANT will be responsible for causing the appropriate SUBCONSUL T ANT(S) to attend any meetings included in this SCOPE OF SERVICES. CONSULTANT shall make revisions to the construction documents as required for each task in a timely manner. SECTION 2. TASKS For each assigned Project, CONSULTANT will provide all of the following tasks and subtasks, as is required for the specific Project: TASK 1 PROJECT cost estimation update (1 week) Perkins+Will team will update the previously prepared design cost estimations (for the New City Hall, Library Expansion, on-grade Parking and Site improvements) and readjust to capture yearly inflation rates and provide 2018 estimates for the same design and build. The estimate and cost models will be base d on the measurement of quantities from the drawings with composite unit rates reflecting the scope of work and the current market conditions . Assumptions: • We will provide the estimate in the CSI elemental format. • We will not obtain any bids or opinions of cost from subcontractors unless the work is of such a unique nature that no other cost information is available. • No bids or third-party opinions will be obtained without prior approval from the client. • We understand the Cost Summaries will include soft costs and various contingencies for escalation, construction contingencies etc. • We understand that reconciliation of our estimate will not be required with any other estimate prepared by others. Deliverable/milestone: • Update d 2018 cost estimates for the previous 2015 design proposal. Perkins+Will Exhibit A, B & C Civic Center Master Plan -2018 Update 2 of 7 TASK 2 CONCEPTUAL DESIGN TESTING (3 WEEKS) Perkins+Will team will use the updated 2018 cost estimations and tests 2-3 different scenarios for the new City Hall and Library expansion project. We w ill use the 2015 design program and test alternative recommendations (for example, using phased or, reduced program or, value engineering approaches) to maximize retaining the original design intent, while lo wering the project cost. Deliverable/milestone: • A draft matrix of program/design strategy recommendations to contain the project cost to $SOM . • 1-2 call/meeting to go over the draft matrix+ accompanying graphics in the week of January 29th and get comments/feedback to prepare the final slides. • Slide deck with final matrix+ accompanying graphics based on comments received from the City staff, completed by February 12th, Monday. ADDITIONAL SERVICES Consultant Services beyond the work in these tasks may be provide d by CONSULTANT as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. An Additional Services amount of Five Thousand DOLLARS ($ 5,000.00) is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed. Perkins+Will Exhibi t A, B & C Civic Center Master Plan -2018 Update 3 of 7 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by February 12, 2018. 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 Task #1: Project Cost Estimate Update 2 weeks after Notice to Proceed (NTP) for this Task Task#2 Conceptual Design Testing 2 weeks after Notice to Proceed (NTP) for this Task Perkins+Will Exhibit A, B & C Civic Center Master Plan -2018 Update 4 of 7 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 Project Cost Estimate Update 9,000.00 2 Conceptual Design Testing 40,000.00 Total for Basic Services: $ 49,000.00 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. Perkins+Will Exhibit A, B & C Civic Center Master Plan -2018 Update 5 of 7 D Optional Payment Schedule (applies only if box is checked) The following payment schedule will be used to determine compensation for monthly invoices based on the degree of completion and budget for each listed Task, and, where applicable, separate milestones included within a Task: TASK# TASK (AND MILESTONE) DESCRIPTION PERCENT OFT ASK BUDGET 1 Project Cost Estimate Update 100 % 2 Conceptual Design Testing 100 % 2. HOURLY COMPENSATION FOR ADDITIONAL SERVICES A. Hourly Rate Schedule. The City will compensate the Design Professional for satisfactory performance of duly authorized Additional Services which are subject to hourly billing, based on the hourly rate(s) set forth below, but subject to the compensation limits in Section 4 of the Agreement. The hourly rates are deemed to include all costs including, salary, wages, benefits, taxes, insurance, and the like paid to or on behalf of each individual providing the Services, and are also deemed to include profit, overhead, vehicle, equipment and supply costs and the like. The hourly rates do not include Reimbursable Expenses, which are addressed below and in Section 4 of the Agreement. These hourly rates will remain in effect for the Term of the Agreement unless changed by written amendment to the Agreement. Perkins+Will Exhibit A, B & C Civic Center Master Plan -2018 Update 6 of 7 Design Professional Hourly Rates: Perkins + Will Principal $ 345 Senior Project Manager $ 285 Senior Project Architect/Designer $ 260 Architect/Designer III $ 180 Architect/Designer II $ 140 Architect/Designer I $ 130 Senior Technical Coordinator $ 220 Administrative $ 100 TBD Consultants (Cost Estimator) Principal Project Manager Senior MEP / Estimator Senior Scheduler Estimator/Scheduler Assist Estimator Administrative/Technical Support $ 220 $190 $180 $180 $175 $140 $ 90 B. Reimbursable Expenses. The following are allowed Reimbursable Expenses for authorized Additional Services compensated on an hourly ba s is (time and expenses), subject to the compensation limits in Section 4 of the Agreement: <modify as appropriate> • Necess ary 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 trave l • Safety equipment required b y 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 END OF EXHIBITS Perkins+Will Exhibit A, B & C Civic Center Master Plan -2018 Update 7 of 7 EXHIBIT D -DESIGN PROFESSIONALS INSURANCE REQUIREMENTS Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if Consultant provides written verification it has no employees) 4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form Perkins+Will EXHIBIT D Civic Center Master Plan -2018 Update Page 1 of 3 of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 2010 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). PrimanJ Coverage For any claims related to this contract, the Consultant's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. Waiver of Subrogation Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Claim.s Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3 . If coverage is canceled or non-renewed, and not replaced with another claims-made policy fonn with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. Verification of Coverage Perkins+Will EXHIBITD Civic Center Maste r Plan -2018 Update Page 2 of 3 Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subconsultants. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Perkins+Will EXHIBIT D Civic Center Master Plan -2018 Update Page 3 of 3 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 7/1 /20 18 1/30/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED , the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED , subject to the terms and conditions of the policy , certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LOCKTON COMPANIES CONTACT NAME: 444 W. 47TH STREET, SUITE 900 PHONE I FAX IA/C No Ext\: /A/C Nol: KANSAS C ITY MO 64 11 2-1 906 E-MAIL (816) 960-9000 ADDRESS : INSURER(S) AFFORDING COVERAGE NAIC# 1NsuRER A , LM Insurance Corooration 33600 INSURED PERK.INS +WILL , INC . INSURER B : Llovds & London Co 1078550 ATTN : RICHARD NEMETH INSURER c : L iberty Mutual Fire Insurance Company 23035 2 BRYANT STREET INSURER D : SAN FRANCISCO CA 94105 INSURER E : SAN FRANCISCO INSURER F : COVERAGES *** CERTIFICATE NUMBER : 15179610 REVISION NUMBER: xxxxxxx THIS IS TO CERTIFY THAT THE POLICIES OF INSURAN CE LISTED BELOW HAVE BEEN ISS UED TO THE INSURED NAMED ABOVE FOR THE POLICY PERI OD INDI CATED . NOTWI THSTANDING ANY REQUIREMENT , TERM OR CONDIT ION OF ANY CONTRAC T OR OT HER DOCUMENT WITH RESPE CT TO WHICH THIS CERT IFICATE MAY BE ISSU ED OR MAY PERTAIN , THE INSURANCE AFF ORDED BY THE POLICI ES DESCRIBED HEREIN IS SUBJ ECT TO ALL THE TERM S, EXCLUSIO NS AND COND ITIONS OF SUCH POLICIE S. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ·1NSD WVD POLICY NUMBER /MM/DD/YYYYl /MM /DD/YYYY) LIMITS C X COMMERCIAL GENERAL LIABILITY y y TB2661066787027 7/1 /2017 7/1 /2018 EACH OCCURRENCE $ I 000 000 ~ D CLA IM S-MADE [xJ OCCUR DAMAGE Tu Rt:NTED 1---PREMISES /E a occurrence! $ 1 000 000 MED EXP (Any one person) 1--- $ 10.000 PERSONAL & ADV INJURY $ 1 000 000 f-- GEN 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2 000 000 ~ POLICY [xJ FJt8-r D LO C PRODUCTS -COMP/OP AGG $ 2 000 000 OTHER: $ C AUTOMOBILE LIABILITY y y AS266l06678701 7 7/1/201 7 7/1 /2018 COMBINED S IN GLE LIMIT $ 1 000 000 /Ea accident! - _x_ ANY AUTO BOD ILY IN JURY (Per person) $ xxxxxxx -OWNED SCHEDULED BODILY INJURY (Per accident) $ xxxxxxx -AUTOS ONLY 1---AUTO S X HIRED X NON-OWNED PROPERTY DAMAGE $ xxxxxxx AUTOS ONLY AUTOS ONLY /Per accident! $ xxxxxxx UMBRELLA LIAB H OCCUR NOT APPLICABL E EACH OCCURRENCE $ xxxxxxx 1--- EXC ESS LIAB CLAIM S-MADE AGGREGATE $ xxxxxxx OED I I RETENTION$ $ xxxxxxx WORKERS COMPENSATION y I PER I I OTH- A W C566 l 066787037 7/1/2017 7/1/2018 X STATUTE ER AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE Cm NIA E.L. EACH ACCIDENT $ I 000 000 OFFICER/MEMBER EX CLUDED? (M a ndatory i n NH) E.L. DISEASE -EA EMPLOYEE $ I 000 000 If yes , describe under E.L. DISEASE -POLICY LIMIT $ I 000.000 DE SC RIPT ION OF OPE RATIONS be low B PRO FESSION AL N N LDUS A 1701441 7/1/20 17 7/1/201 8 $2,000 ,000 PER CL A I M/$2 ,000 ,000 LIAB I LITY AGGREGATE DESCRIPTIO N OF OPERATIONS / LOCATIONS/ VEHICLES (ACORD 101 , Additional Rema rks Schedule, may be attached if more space is required) RE : D ESIG N SERVI CES FOR CIVIC CENT ER MASTER PLA N PROJ EC T -201 8 UPDATE , C UP ERTI N O, CA. SEE ATTAC HED. CERTIFICATE HOLDER CANCELLATION See Attachments 15179610 THE CITY OF CUPERTINO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE AlTN: CARM EN LYNAUGH , PW PROJ EC T MANAG ER THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN I 0300 TORRE AVENUE ACCORDANCE WI TH THE POLICY PROVISIONS . CUPERTINO CA 95014 AUTHORIZED REPRESENTATIV// ' ' 1 ·~ 4 tt i... i r I y ,"7:)~ /1 . J ·rit . rf © 1988£:2 015 •ACORD CORPORATION. All ri hts reserved. g ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD :ONTINUATION DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS (Use only if more space is required) THE CITY OF CUPERTlNO , ITS ClTY COUNCIL, BOARDS AND COMMISSIONS , OFFICERS , OFFICIALS , EMPLOYEES , AGENTS , SERVANTS AND VOLUNTEERS ARE AD DI TIONAL INSUREDS AS RESPECTS GENERAL LIABlLITY AND AUTO LIABILITY, AND THESE COVERAGES ARE PRIMARY, AS REQUIRED BY WRlTTEN CONTRACT. THE ADDITIONAL INSUREDS ' OWN COVERAGE IS EXCESS OF AND NON-CONTRlBUTORY WITH THE GENERAL LIABILITY, AND ON THE AUTO LIABILITY AS RESPECTS THE USE OF VEHICLES OWNED BY PERKINS + WILL , INC. WHERE REQUIRED BY WRJTTEN CONTRACT. WAIVER OF SUBROGATION APPLIES TO GENERAL LIABILITY, AUTO LIABILITY AND WORKERS COMPENSATION/EMPLOYER 'S LIABILITY WHERE ALLOWED BY STATE LAW AND AS REQUIRED BY WRITTEN CONTRACT. \CORD 25 (2016/03) Ce rtifi ca te Ho ld er ID : 15 1796 10 POLICY NUMBER: TB2661066787027 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Additional Insured -OWNERS, LESSEES or CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Location And Description Of Completed Or Organization(s): Operations li\NY PERSON OR ORGANIZATION TO WHOM ANY LOCATION WHERE YOU HA VE OR TO WHICH YOU ARE REQUIRED TO AGREED, THROUGH WRITTEN CONTRACT, [PROVIDE ADDITIONAL INSURED STATUS IN AGREEMENT OR PERMIT TO PROVIDE IA WRITTEN CONTRACT, AGREEMENT OR ADDITIONAL INSURED COVERAGE FOR PERMIT EXCEPT WHERE SUCH CONTRACT COMPLETED OPERATIONS. OR AGREEMENT IS PROHIBITED BYLAW. Information required to complete this Schedule , if not shown above , will be shown in the Declarations. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". CG 20 37 07 04 Mi scellaneous Attac hm e nt: M452 l 84 Ce11 ific a te ID : 15 179610 © ISO Properties , Inc., 2004 POLICY NUMBER: TB2661066787027 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Oraanization{s): Location(s) Of Covered Operations IAny person or organization with whom you All Locations have agreed, through written contract, agreement or permit to provide additional insured coverage Information required to complete this Schedule , if not shown above, will be shown in the A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule , but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused , in whole or in part , by : 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above . B. With respect to the insurance afforded to these additional insureds , the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work , including materials , parts or equipment furnished in connection with such work , on the project (other than service , maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the locat ion of the covered operations has been comp leted ; or 2 . That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Mi scellaneou s Attachment: M452 I 83 Ce rtificat e ID: 15 1796 10 CG 20 10 07 04 © ISO Properties , Inc , 2004 Page 1 of 1 Mi s ce ll aneous Attac hment: M448692 Certi ficate ID : 15 1796 10 LC 24 20 02 13 © 2013 Liberty Mutual Insurance . All rights reserved . Includes copyrighted material of Insurance Services Office , Inc ., with its permission . LICY NUMBER: TB2-661-066787-027 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE AMENDMENT -SCHEDULED ADDITIONAL INSURED This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART Schedule Person or Organization: Where required by written contract Page 1 of 1 If you are obligated under a written agreement to provide liability insurance on a primary, excess , contingent , or any other basis for any person or organization shown in the Schedule of this endorsement that qualifies as an additional insured on this policy , this policy will apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section IV - Conditions will not apply . If the applicable written agreement does not specify on what basis the liability insurance will apply , the provisions of Paragraph 4 . Other Insurance of Section IV - Conditions will govern. However, this insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured by attachment of an endorsement to another policy providing coverage for the same "occurrence", claim or "suit". POLICY NUMBER: AS2-661-066787-017 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following : AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form . This endorsement does not alter coverage provided in the Coverage Form . Named Insured: Perk ins+Will , Inc . Endorsement Effective Date: 7/1/2017 Name Of Person(s) Or Organization(s): Any person or organization to whom or which you are required to provide additional insured status or additional insured status on a primary basis , in a written contract or agreement , except where such contract or agreement is prohibited by law . Information required to complete this Schedule , if not shown above , will be shown in the Declarations . Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage , but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II -Covered Autos Liabil ity Coverage in the Business Auto and Motor Carrier Coverage Forms and Pa ragraph D.2 . of Section I - Covered Autos Coverages of the Auto Dealers Coverage Form . Misce ll aneo us Attachme nt: MI 03389 Ce rt ific ate ID : 15 1796 10 CA 20 48 10 13 © Insurance Services Office , Inc ., 2011 Page 1 of 1