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18-218 Cotton Shires and Associates, On Call Geotechnical Review (Master ProfessionalSpecialized Services Agreement)CITY OF a MASTER PROFESSIONAL/SPECIALIZED SERVICES AGREEMENT WITHCOTTON. SHIRES. AND ASSOCIATES. INC CUPERTINO 1. PARTIES This Master Agreement is made and entered into as of _O_c_to_b_e_r_2~, _2_0_18 _______ ("Effective Date"), by and between the City of Cupertino, a municipal corporation ("City"), and Cotton Shires and Associates ("Contractor"), a Corporation for ------------0 n Call Geotechnical Review 2. SERVICES 2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services, .attached and incorporated here as Exhibit A, on an as -needed basis. The Services must comply with this Agreement and with each Service Order issued by the City's Project Manager or his/her designee, in accordance with the following procedures, unless otherwise specified in Exhibit A. 2.2 Service Orders. Before issuing a Service Order, the City Project Manager will request Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will submit a written proposal that includes a specific Scope of Services, Schedule of Performance and Compensation, which the Parties will discuss. Thereafter, City will execute a Service Order Form for the Services, attached and incorporated here as Exhibit B. The Service Order will specify the Scope of Services, Schedule of Performance, Compensation and any other conditions applicable to the Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized to streamline _these procedures based on the City 's best interests. Contractor will not be compensated for Services performed without a duly authorized and executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2022 ("Contract Time"), unless terminated earlier as provided herein. 3.2 Schedule of Performance. Contractor must deliver the Services within the time specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Contractor must respond promptly to each Service Order request. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $ 80 000 ("Contract Price"), based upon the Scope of Services in Exhibit A and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. Project On Call Services Master Professional/Specialized Services Agreement/ Rev. May 22, 2018 Page 1 of8 4.2 Per Service Order. Compensation for Services provided under a Service Order will be based on the rates set forth in the Service Order, which shall not exceed the capped amount specified in the Service Order. 4.2 Invoices and Payments. Except as otherwise provided in a Purchase Order, monthly invoices must state a description of the deliverables completed and the amount due for the preceding month. Thirty days prior to expiration of the Agreement, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Noncompliance with this requirement relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY /CONFIDENTIAL INFORMATION In performing this Agreement, Contractor 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. Contractor shall hold in confidence all City information and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. Ill Ill Project On Call Services Master Professional/Specialized Services Agreement/ Rev. May 22, 2018 Page 2 of8 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document or other information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. 7.3 Patents and Licenses. Contractor 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 Contractor or its sub-Contractors, prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's perfonnance, benchmarks and deliverables, which inust be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City . Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity will be considered an assignment of the Agreement and subject to City approval. Control means fifty percent (50%) or more of the voting power of the business entity. Ill Ill Ill Project On Call Services Master Professional/Specialized Services Agreement/ Rev . May 22 , 2018 Page 3 of8 10. PUBLICITY/ SIGNS Any publicity generated by Contractor 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 Contract, 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 and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and Contractors ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissiol).s committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary information; (e) Claim of infringement or violation of a U.S patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit C, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and Ill Ill Project On Calf Services Master Professional/Specialized Services Agreement/ Rev. May 22, 2018 Page 4 of8 expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.J General Laws. Contractor shall comply with all local, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees perfonning the Services, as required by the Immigration Refonn and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor 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. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or Contractor's employees or sub-contractors will not be tolerated. 13.4 Conflicts oflnterest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor 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. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Benjamin Fu as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services . City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Ill Ill Projecl On Call Services Master Professional/Specialized Services Agreement/ Rev . May 22, 2018 Page 5 of 8 Contractor Project Manager. Subject to City approval, Contractor assigns John Wallace as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with City instructions, service orders and the Schedule of Performance. Contractor must regularly update the City's project manager about the status, progress and any delays with the work. City's written approval is required prior to Contractor substituting a new Representative which shall result in no additional costs to City. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts thereof at any time. Contractor 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. With City's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor 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. 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 a breach shall not constitute waiver of another provision or breach. Ill Ill Projec/ On Call Services Master Professional/Specialized Services Agreement/ Rev. May 22, 2018 Page 6 of 8 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate . 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 . The Parties agree to work in good faith to amend this Agreement to carry out its intent . 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the 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 Citv of Cupertino I 0300 Torre Ave ., Cupertino CA 95014 Attention :Benjamin Fu Email: benjaminf@cupertino .org Project On Cali Services To Contractor: Cotton Shires and Associates, Inc 330 Village Lane Los Gatos, CA 95030 Attention: John Wallace --------------Em ail: jwallace@cottonshires.com Master Professional/Specialized Services Agreement/ Rev . May 22, 2018 Page 7 of8 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. 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. ~OV.FIERRO Cuperti'Q_,o Acting City Attorney City Clerk Project On Call Services CITY OF CUPERTINO A Municipal Corporation R~)~eot2--~ Title Assistant City Manager Date / ~ /.,__6 / 1 e> I I Mester Professional/Specializ.ed Services Agreement/ Rev. May 22, 2018 Page 8 of8 ~ COTTON, SHIRES AND ASSOCIATES, INC. ... CONSULTING ENGINEERS AND GEOLOG IS TS EXHBITC Cotton, Shires and Associates, Inc. FY 2018 -2022 On Call Geotechnical Consultation Fees** City of Cupertino Personnel Charges Principal Geologist/Engineer $175.00/hr. Supervising Geologist/Engineer $155 .00/hr . Senior Geologist/Engineer $118.00/hr. Staff Support/Clerical $65 .00/hr. Mileage $0.545/mi.* *Mileage will be adjusted per IRS rate . **After FY 2018-2019, rates will be updated annually based on local CPI. Northern California Office 330 Village Lane Los Ga tos, CA 95030-72 18 (408) 354-5542 • Fax (408) 354-1852 Central California Offic e 6417 Dogtown Road San Andreas, CA 95249-9640 (209) 736-4252 • Fa x (209) 736-12 12 www.co t ton sh ires .com Southern California Office 2804 Camino Dos Rios, Suite 20 1 Thousand Oaks, CA 9 1320-11 70 (805) 375-1050 • Fax (805) 375-1059 EXHIBIT C ConoN, SHIRES AND ASSOCIATES, INC. SCHEDULE OF CHARGES, LIMITATIONS AND TERMS FOR PROFESSIONAL SERV ICES (Page 1 of 2) January 2018 Personnel Charges Senior Principal Engineer /Geophysicist .................... . Principal Geologist/Engineer ................................ . Supervising Geologist/Engineer ............................ . Senior Geologist/Engineer ................................... . Senior GIS Specialist .......................................... . Senior Staff Geolog ist/Engineer ............... _ ............. . Staff Geologist/Engineer ..................................... . Field/Laboratory Technician ................................. . Technical Illustrating .......................................... . Clerical/Accounting ........................................... . Equ ipment and Supply Charges Inc linometer System .............................. . Piezometer Data Acqu isition System ....................... . Total Stat ion Survey ing Equipment ......................... . GPS Surveying Equ ipment ................................... . Nuclear Moisture/Unit Weight Gauge ...................... . Rope Climbing Safety Equipment ........................... . Multi-Channel Seismograph System and Re Mi ........... . Vehicle Mileage (or Current IRS Approved Rate) ......... . Aircrah Mileage (or Current GSA Approved Rat el ........ . Photocopying (B&W-Color) ................................. . Engineering (Large Format) Copier ........................ . Computer Assist ed Color Plott ing .......................... . Drone Reconnaissance $ 290/hr $ 240/hr $ 200/hr $ 180/hr $ 165/hr $ 155/hr $ 140/hr $ 115/hr $ 110/hr $ 80/hr $ 200/day $ 100/day $ 250/day $ 350/day $ 150/day $ 250/day $ 300/day $ 545/mi $121/nmi $ .20-.50/copy $ .50 /h 2 $ 12/sq . h . $ 200/day Expert Witness Consultation Charges Expert witness testimony for court appearances and binding arbitrations shall be charged on a daily basis (minimum one day increments) at a rate of $4 ,000 per day . Deposition testimony shall be charged at a rate of $500 per hour (minimum one hour charge). Preparat ion time for depositions or court ap pearances shall be charged on a time-and- expense basis in accordance with the Personnel , Equipment , and Expense charges li sted herein . Laboratory Testing and Geophysical Service Charges Laboratory testing anci geophysical servi ces shall be charged o n a t ime- and-materials bas is in accordance w ith the Personnel , Equip ment. and Expense charges listed here i n . Laboratory samples shall be stored for 60 days aher the date of final report subm ittal unless special arrangements are made for longer storage . Expense Charges (Receipted Costs Plus 15%) Travel expenses including air fare , lodging, vehicle rental. etc. (e ither actual receipted costs plus 15% for mea ls o r a flat subsistence charge of $65 per diem for overnight stay shall be charged in addition to the lodging cost) Excavation subcontractors and expendable field suppl ies Reproduction of drawings Film, film development, and photograph print ing Special fees, permits, insurance, etc. Conference call telephone costs Spec ial mail service (air, electronic, courier, etc.) Special equipment rental Special consultant fees EXHIBIT A &B SERVICES TO BE PROVIDED The City of Cupertino has requested a description of the scope of geotechnical services that we can provide to City staff. Our primary proposed services include peer review of geologic and geotechnical reports submitted in support of development applications, conducting field inspections, advising City staff regarding technical issues, and providing emergency technical response services. We are very familiar with investigation requirements resulting from the Seismic Hazard Mapping Act (SHMA). We understand that geotechnical review services will include addressing proposed development projects within Fault Rupture Hazard Zones, State mapped Landslide and Liquefaction Hazard Zones and other projects as directed by the City. We have provided the above services to the City since 1980, and we are very interested in continuing our professional relationship with the City. Our Schedule of Charges for Geotechnical Peer Review Services is attached . Cotton, Shires and Associates (CSA) specializes in the detection, description, and evaluation of geologic and geotechnical hazards, and the application of this knowledge to sound land-use planning, development, and remediation. Our primary proposed services to the City would be the completion of geologic and geotechnical peer review services for new buildings or residential construction projects. We propose to provide geotechnical services to the City of Cupertino out of our Los Gatos office which has a staff including 14 professional engineers and geologists. We have developed our peer review procedure to allow completion of a formal conclusions and recorrunendations letter within a 10-working day turn around period from receipt of documents. In addition to providing peer review services, CSA is available to perform a range of engineering geologic and geotechnical engineering services for the community. These services include completion of design-level investigations for municipal projects, construction inspection, field and laboratory testing services, litigation support, and assistance in the preparation of environmental impact documentation (meeting CEQA requirements). We also have significant experience providing emergency response to major landslide events and earthquakes. We have helped the communities of Daly City, Pacifica, San Bruno, Portola Valley, and Fremont respond to major landslide events. In addition, we have completed inspection and evaluations of over 300 residences damaged from the 1989 Loma Prieta earthquake as a key technical member of the Santa Cruz County Earthquake Recovery Work Unit. Multiple members of our staff are trained Disaster Service Workers under the Cal EMA Safety Assessment Program. We offer the City a 10 percent discount off of current Schedule of Charges for Professional Services for projects that require investigation and design. EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies ,doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED l. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. 0 Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors' and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a . The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made pol icy form 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 the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-lnsurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 1 Additional Insured Status The City of Cupertino, its City Council, officers , officials , employees, agents , servants and volunteers ("Additional Insureds ") are to be covered as additional insureds on Consultant 's CGL policy . General Liability coverage can be provided in the form of an endorsement to Consultant 's insurance (at least as broad as ISO Form CG 20 10 (11 / 85) or both CG 20 IO and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/ Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/ Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers ' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants . This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City 's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/ Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide , or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an AM. Best Rating of A-VII , or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk , prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Exh. D-lnsurance Requirem ents for Design Professionals & Consultants Contracts Form Updated Feb. 201 8 2 ~ COTTSHl-01 FRANCISCON ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) I ~ 2/1/2018 THIS CERTIFICATE IS ISSUED AS A MA TIER 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 pollcy(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). I PRODUCER License # OE67768 ~2ijI,~cr Nicole Francisco IOA Insurance Services PHONE I FAX 3875 Hogyard Road (AIC , No , Extl : (AIC, Nol:(925) 416-7869 ~ .. "le-J\; ••. Nicole.Francisco@ioausa.com I I Suite 24 Pleasanton, CA 94588 INSURERISI AFFORDING COVERAGE NAJC# 1NsURERA: RU Insurance Comoanv 13056 I I INSURED INSURERB : Cotton, Shires and Associates, Inc. INSURERC: 330 Village Lane INSURER D: Los Gatos, CA 95030 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. NOTl/v'ITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT l/v'ITH RESPECT TO \NHICH 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 SHOVVN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADOL 1W.~~ POLICY NUMBER POLICYEFF ,~2~~1;,~lv~ LIMITS LTR "'"'" , .. T A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -D CLAIMS-MADE [K] OCCUR ~~t~U9i=~rnr:~~enc~, 1,000,000 PSB0006677 12104/2017 12/04/2018 $ MEO EXP IAnv one cersonl $ 10,000 - 1,000,000 PERSONAL & ADV INJURY $ ,__ '2,000,000 ~'L AGGREGATE LIMIT APPLIES PER : GENERAL AGGREGATE $ POLICY [K] ~~i D LDC PRODUCTS · COMP/OP AGG $ 2,000,000: OTHER: $ I A : COMBINED SINGLE LIMIT 1,000,000 ~TOMOBILE LIABILITY (Ea ~,..,..jrlann $ X ANY AUTO iPSA0002275 12104/2017 12/04/2018 BODILY INJURY /Per oersonl $ ,__ O'MJEO I SCHEDULED ! ,__ AUTOS ONLY ,__, AUTOS BOOIL Y INJURY /Per accident I $ ~If-refs ONLY 1 NON-&"mlr_D fROPERT\~AMAGE -,__ AUTO NY Per accident $ $ A X UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 2,000,000 -PSE0002888 12/04/2017 12/04/2018 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ A WORKERS COMPENSATION N/J I X \ ~~~Tim I I gri -AND EMPLOYERS' LIABILITY YIN IPSW0003773 01/01/2018 01/01/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT $ PiFFICERIMEjMBER EXCLUDED? I E.L. DISEASE -EA EMPLOYEE I $ 1,000,000 Mandatory n NH) ! I ~lsc:~ftn8~ a:OPERATIONS below I l E.L. DISEASE -POLICY LIMIT $ 1,000,000 A Professional Llab RDP0031586 02/01/2018 02/01/2019 Per Claim 1,000,000 A Professional Liab RDP0031586 02/01/2018 02/01/2019 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101, Addl11onal Remar1<s Schedule, may be attached If more epace Is required) All operations of the Named Insured, Including the aforementioned project General Liability: Please see Additional Insured endorsement attached; such coverage Is Primary & Non-Contributory with Waiver of Subrogation Included, as required by written contract. Workers' Compensation: Waiver of Subrogation Is In favor of the _aforementioned Additional Insured, as required per written contract. Auto Liability: Please see Designated Insured endorsement attached with Waiver of Subrogation Included, as required by written contract. ADDITIONAL INSURED AS RESPECTS TO GENERAL LIABILITY & AUTO LIABIL TIY: The City of Cupertino CERTIFICATE HOLDER City of Cupertino Public Works Department 10300 Torre Avenue II", , ...... .+;nn l"A !Hm14 ACORD 25 (2016/03) I CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . I AUTHORIZED REPRESENTATIVE I ~~ © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: PSB0006677 RLI Insurance Company Named Insured Cotton, Shires and Associates , Inc . THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED 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". 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. 2. The insurance provided to the additional insured by this endorsement is limited as follows : 4. The following . is added · to SECTION JII K. 2. a. This insurance does not apply on any basis to any person or organization for which coverage as an aaditional 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 Transfer of Rights of Recovery Against Others to Us -COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION I! - 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 / Policy Number: PSA0002275 RLI Insurance Company Named Insured: Cotton, Shires and Associates, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured 8. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair-Waiver Of Deductible I. Personal Effects Coverage J. Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage -Loss Of Use L. Hired Car -Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition -Mental Anguish 0. Airbag Coverage P. Amended Insured Contract Definition -Railroad Easement Q. Coverage Extensions -Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage PPA 300 03 13 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Fonn 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 coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D. , Blanket Waiver Of Subrogation The following is added to the SECTION IV -BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us : We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any "accident" or PPA 300 03 13 "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the 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 i.f you have workers compensation insurance in~force covering all of your employees . G. Auto Loan Lease Gap Coverage SECTION Ill -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"; 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 requ ires 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 organ izations 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 otherwise stated . (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 01-01-18 Insured Cotton, Shires and Associates , Inc. Policy No. PSW0003773 Insurance Company RLI Insurance Company Countersigned By Endorsement No . ©1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved .