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19-021 Kimley-Horn and Associates, Inc., for Traffic Signal Upgrades at Stevens Creek Blvd. and Bandley DriveCITY OF II DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH KIMLEY-HORN & ASSOCIATES, INC. CUPERTINO 1. PARTIES This Agreement is made and entered into as of January 12, 2019 --~-~--------------- ("Effective Date"), by and between the City of Cupertino, a municipal corporation ("City"), and .Kimley-Hom & Associates, Inc. ("Consultant"), a Corooration for Traffic Signal Upgrades at Stevens Creek Boulevard & Bandley Drive _________________________________ ("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 fmther 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 ah'eady 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 e1Tors and omissions and those of its subconsultants, and must promptly conect 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 December 31, 2019 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 actual or potential delay in providing the Services as scheduled to afford the Parties adequate opp01tunity to address or mitigate delays . If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City's Notice to Proceed (''NTO"), and must complete each task within the time specified in Exhibit B. City Project Traffic Signal Upgrades at Stevens Creek Boulevard & Bandley Drive Design Prof essional A g re ement {single) /Rev. May. 2018 Page l oflO 3.3 Time is of the essence for the perfmmance of all the Services . Consultant must have sufficient time , resources , and qualified staff to deliver the Services on time . 4. COMPENSATION 4.1 Ma x imum Compensation . City will p ay Consultant for satisfactory perfo1mance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to ex ceed $15 ,135.00 ("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 . 4.2 Basic Services. City will pay Consultant $15,135 .00 ("Lwnp Sum Price") for the complete and satisfactory perfonnance of the Basic Services in accord ance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, subConsultant 's costs, materials, supplies, equipment, travel, taxes , overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction . 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed$ 4,500 .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 po1iion of the Services . Disputed amounts shall be subject to the Di spute Re solution provision of this A greement. 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 perfo1med 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 li st with amounts and explanation for all permitted reimbursable ex pen ses. City Proj ec t Traffi c Sig nal Upgrades at Steve ns Cr eek B oulevard & Ban dley Drive Design Profes sional Agreemen t (s in g le) /Rev. May . 20 18 P age 2 of !O b. Rates and Receipts. All hourly rates and reimbursable ex penses must conform to the City- approved rates set fo1th in Exhibit C, which will be in effect for the entire Contract Time. Each invoice mu st attach legible, dated receipts for Reimbursable Expenses . 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 perfonning the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in perfmming 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 te1ms and conditions of this Agreement shall be binding on all subConsultants relative to the pmtion 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 Ti m e 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 patties may be damaging to City. Consultant shall hold in confidence all City information and use City Project Traffic Signal Upgrades at Stevens Creek Boulevard & Bandley Drive Des ign Professional Agree ment (sing le) /R ev. May. 201 8 Pa ge 3 of JO 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. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, 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-p arty without prior written approval by City 7.2 Copyright. To the extent pe1mitted by Title 17 of U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its SubConsultants and all copyrights in such Work Product shall 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-excl usive 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 perso1mel, agents 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 pa1i 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 fo1111ats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF fo1mats. 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 City Project Traffic Signal Upgrades at Stevens Creek Boulevard & Bandley Drive Design Professional Agreement (single) /Rev. May. 2018 Page 4 of 10 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 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 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 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 propetiy or other liability of any nature (collectively, "Liability"), that arise out of, petiain 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, expeti fees, and all other costs and fees of litigation. 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 prope1iy rights, which arises out of, pe1iains to, or relates to Consultant's City Project Traffic Signal Upgrades at Stevens Creek Boulevard & Bandley Drive Design Professional Agreement (single) /Rev .. May. 2018 Page 5 of 10 negligence , recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expe1t fees and all other costs and fees of litigation . c. Claims for Other Liability. For all other liabilities not included in provisions "a" and "b" 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, pettaining 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 lndemnitee . 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, a s dete1mined 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, expett 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 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 ce1tificates of insurance and endorsements evidencing the type, amount, class of operations covered , and the effective and expiration dates of coverage. Alternatively, City may te1minate this Agreement o r 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 perfor m. 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 . City Project Traffic Signal Upgra des at Steven s Creek Bouleva rd & Ban dley Drive Design Profe ssional Agreem ent (s in g le) /Rev. May. 2018 Page 6 of 10 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 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 ofrace, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex,. gender, sex ual 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 c01mnission 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 cetiain 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 perfmmed 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 hmmless 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 Chris Conao , who shall have the authority to manage this Agreement and oversee the progress and perfmmance 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 Elbe1i Chang , who shall 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 Perfonnance, and providing regular updates to the City's Project Manager on the Project stat11S, 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. City P roject Traffic Sig nal Up g rades at Ste vens Creek Bouleva rd & Bandley Drive Des ign Professional A gree m ent (sin g le) /R e v. May . 201 8 Pa ge 7 of!O 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 Comt 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 patties are subject to all valid laws, orders, mies, 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 Paities elect arbitration, the arbitrator's award must be sup potted 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 patty will be entitled to reasonable attorney fees and costs. This Section survives the expiration/tennination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third patty 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, covenant or conditi on, or a subsequent breach, whether of the same or a different character. City Project Traffic Signal Upgmdes at Stevens Creek Boulevard & Bandley Drive Design Professional Agreement (s in g le) /Rev. May. 2018 P age8of 10 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Patties, 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 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 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 patty may request an amendment to cure any mistaken insettion 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 te1111s or provisions of this Agreement. 24. SEVERABILITY IP ARTIAL INVALIDITY If any terin or provision of this Agreement, or their application to a particular situation, is found by the comt 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 perspns 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 ce1tified, or the next business day following electronic submission: To City of Cupertino 10300 Torre Ave. Cupettino CA 95014 Attention: Chris Corrao Email: chrisc@cupertino .org To Consultant:Kimley-Horn & Associates 1300 Clay Street, Suite 325 Oakland CA 94612 Attention: Elbert Chang, PE, TE Emai 1: elbert . chang@k.im ley-hom . com City Project Traffic Sign al Upgrades at Stevens Creek Boulevard & Bandley Drive Design Professional A gree ment (s in g le) /Rev. May . 2018 Pag e 9 of 10 27. VALIDITY OF CONTRACT This Agreement is val id 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 authoriz ed 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 authori zed to execute this Agreement, which constitutes a le gally 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 patties have caus e d the Agreement to be executed on the Effective Date stated earlier in thi s Agreement. CONSULTANT Ta x JD. No.: 56-0885615 -------- APPROVED AS TO FORM: - ~I\,/'\..~ CITY OF CUPERTINO A Municipal Coq)oration By_ ~__/ & ----Name '.,.e;.c){_ S ~cf Title Arr,,v~ o .:Zr,:,;e, o/ J,,.c tzJv.~e-fo- Date ¥ Ree'IO v. FI'BltRO \4-e ... ~\....c.r I\'\.. rh', ~V\ er- Cupe1tino .Aet-m.g City Attorney ATTEST:~!' G~r&C GRACE SCHMIDT )1Z-1°' City Clerk / Ci ty P rq i ect Traffic S ignal Upgrades at St evens Creek Bou levard & B andley Drive Desig n P rofe ss ional Agreement (si ng le) /Rev. May . 2018 Page 10 of 10 Kimle y>>> Horn SCOPE OF WORK The City of Cupertino (City) would like to modify the existing traffic signal at the intersection of Stevens Creek Boulevard and Bandley Drive to enhance pedestrian safety and pedestrian connectivity across Stevens Creek Blvd within the Crossroads district by reducing pedestrian -vehicle conflicts . Kimley-Horn will provide professional engineering services to complete signal modifications at this location as detailed in this scope of work. Key Assumptions : Project specifications to be provided by City from a recent similar project for Kimley-Horn to review One face -to-face meeting with project location field visit and investigation is included in this scope of work. • Project meetings or coordination with other agencies is not included in this scope of work. • PG&E coordination (if needed) will be handled by the City . Payment of PG&E fees is the responsibility of the City. • Civil design and survey is not included this project scope, and existing drainage patterns will not be corrected by this project. Design for upgrade or modifications of existing curb ramps, if required, will be considered additional services. Ex isting fiber-optic traffic signal network and communications shall remain as-is and not be modified by the project. • Collection of intersection volumes and preparation of signal timing plans is not included in this scope and shall be produced by the City or Others. The following scope of work outlines the detailed tasks for this project. Task 1 -Kiele-off Meeting and Data Collection Under th is tas k, Kimley-Horn will meet with the City for a project kick-off meeting to review scope, schedule, and any additional relevant information . Kimley-horn will prepare meeting minutes for the City's records and send about within one (1) week of this meeting. Kimley -Horn will conduct a field review of the project area with the City and document the condition of existing traffic signal equipment and any apparent or potential design constraints or conflicts. The City will provide the following information to Kimley-Horn (prior to scheduling the kick -off meeting): • Traffic Signal as-built plans in AutoCAD format • Technical specifications from a recent similar project • Utility contacts (e.g. telephone, cable TV, storm drain, water, sanitary sewer, etc) • City right-of-way limits Kimley-Horn will prepare letters to utilities to request information about any facilities within or immediately adjacent to the project area . Thi s information will be presented on the Final project plans . Task 2 -DRAFT PS&E Ba se d on the information gathered in Task 1, Kiml ey -Horn will prepare draft Plans , Specifications (technical prov isions), and Estim ate of probable construction cost (PS&E) documents . Plans will show curb lines from city provided files . 1 I P age Kimley >>>Horn We anticipate the following plan sheets for this submittal: 1. Title Sheet with vicinity map (1 sheet) 2. General Notes and Legend (1 sheet) 3. Signal Modification Plan and schedules (2 sheets) 4 . Details, if needed (1 sheet) The DRAFT PS&E documents will be submitted to the City for review and coordination with others. Deliverable Kimley-Horn will submit the DRAFT PS&E electronically: • Electronic Plans in .pdf format (24"x36") • Specifications in MS-Word format • Estimate in MS-Excel format Hard copies of the plans will be provided upon request. Task 3 -FINAL PS&E Kimley-Horn will review City comments on the DRAFT PS&E documents and discuss them by telephone with the City . Kimley -Horn will complete a comment-response matrix to track comments and the associated response from Kimley-Horn and ultimate resolution and action. Based on the comments and discussion with the City, Kimley-Horn will advance the construction documents to final design . It is anticipated that the final design will be completed two weeks after the comment-review teleconference with the City. Deliverable The final submittal will consist of the following : Final Plans in 24"x36" on mylar • Final Plans on 11"x17" on bond • Final Plans to be provided to City of Cupertino via eTransmit in AutoCAD format • Final Specifications will be provided in electronic and hardcopy formats Final Estimate of probable construction cost will be provided in electronic and hardcopy format Comment response matrix for DRAFT PS&E documents Plans will be signed and sealed by a State of California registered civil engineer Task 4 -Design Support during Bidding and Construction Kimley-Horn shall provide design support services on as-needed basis during bid and construction. Kimley-Horn will provide up to 10 hours of Construction Support Services as requested by the City. Possible construction support services include the following: Participate in pre-construction and field meetings to clarify design intent of construction documents; Review Contractor submittals; • Review change order requests and requests for substitutions; • Responding to City and Contractor RFI as necessary to clarify interpretation of construction documents; • Development of As-built Drawings. 2 1P age Kimley >>>Horn SCHEDULE Kimley-Horn is prepared to begin work immedi ate upon receiving a Notice-to-proceed (NTP). A proposed schedule is provided below. 2 3 4 Kick-Off Meeting, Field lnvesti ation, and Data Col lection Within 2 weeks after NTP Send Utilit Letters Submit DRAFT PS&E Receive Comments from Cit (from DRAFT PS&E) Submit FINAL PS&E Bidding and Construction Support Within 2 weeks after NTP 4 weeks after NTP 6 weeks after NTP 8 weeks after NTP 8 weeks after NTP through construction com letion PROFESSIONAL FEE Kimley-Horn proposes to provide professional seNices outlined in this scope of services on a time-and- materials basis with a contract ceiling of $15,135 . Thi s estimate of hours and cost for each task is attached to this proposal. This fee includes labor cost (including indirect expenses) and direct expenses (travel, meals, full- size plan reproduction, overnight mailing) incurred in performing these seNices . The table below breaks out the fee estimate by task. This information is provided as an estimate only, and Kimley-Horn reseNes the right to adjust budgets between tasks while maintaining the total fee. Kick-Off Meeting and Data Collection $2,690 2 DRAFT PS&E $ 7,370 3 FIN AL PS&E $3,045 4 Bidding and Construction Support $ 1,680 Direct Expenses $ 350 TOTAL FEE $15,135 SeN ice s other than those set forth in the Scope of SeNices shall constitute additional seNices . Additional seNices, such as attendance at meetings other than those included in the Scope of SeNices, additional submittals, PG&E coordination, signal timing plan modifications and implementation, civil improvements (e.g. curb-ramp upgrades) shall be performed on ly with your authorization and be billed on a time-and- materials basis per th e current on-ca ll rate schedule. 3I Page Kimley >>>Horn Task 1: Task 2: Task 3 : Task 4 Modification of Stevens Creek and Bandley Drive Traffic Signal Project City of Cupertino November 15, 2018 '',. " "; ,,. _ .. ·" ~ .. ... ~-.. . . ,.1-:· . .. .. Role PM Analyst CAD Support Category/Title Professional I Ana lyst I Analyst II Admin Billina Rate $220.00 $155.00 $120.00 $100.00 Kick-off Meeting and Data Collection 6 6 2 2 Project initiation and Kick-off MeetinQ 4 4 2 Field Verification/ Data Collection 2 2 Uti lity letters 2 Draft PS&E 4 18 30 1 Basemapping 2 2 Prepare Plan Sheets 4 8 Prepare Draft PS&E 2 8 16 1 Internal QC Review and Revisions 2 4 4 Final PS&E 3 7 10 1 Review and Response to Comments 1 2 Prepare Final PS&E 4 8 1 Interna l QC Review and Revisions 2 1 2 Design Support During Bidding and 2 8 0 0 Construction Design Support 2 8 TOTAL HDURS 15 39 42 4 .. ... , ; .. ,, ' Total Hours Tot<1I Cost 16 $ 2,690.00 10 $ 1,700.00 4 $ 750.00 2 $ 240.00 53 $ 7,370.00 4 $ 550.00 12 $ 1,580.00 27 $ 3,700.00 10 $ 1.540.00 21 $ 3,045.00 3 $ 530.00 13 $ 1,680.00 5 $ 835.00 10 $ 1,680.00 10 $ 1,680.00 100 Subtotal Labor. $ 14,785.00 Direct Expenses (e.q. Travel, Meals, Plan Duplication) $ 350.00 TOTAL COST : $ 15,135.00 41 P a g e 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 I. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and adve1iising injury with limits no less than $2,000,000 per occunence (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-contribut01y,11 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 primaty and non-contribut01y 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 Statuto1y Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. D 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 occmTence or $2,000,000 aggregate. If written on a claims made fonn : 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 policy 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: Ex h 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 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primaiy 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 ofpremiums . 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 A.M. Best Rating of A -VII, or better. Verification of Coverage Consultant must furnish acceptable UlSLU'ance cetiificates and mandatmy 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 tenn. S ubcons ult ants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional msured 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-Insllranc e R eq llir ementsfor Design Professionals & Consultants Contracts Form Updated Feb. 2018 2 Client#: 25320 KIMLHORN ACORDTM CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 1/28/2019 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~!~cT Jerry Noyola Greyling Ins. Brokerage/EPIC ritJgN:o, Extl: 770-552-4225 I r..e~. No ): 866-550-4082 3780 Mansell Road, Suite 370 !~l~~ss: jerry.noyola@greyling.com Alpharetta, GA 30022 INSURER (S) AFFORDING COVERAGE NAIC# INSURER A : National Union Fire Ins. Co . 19445 INSURED INSURER a : Aspen American Insurance Company 43460 Kimley-Horn and Associates, Inc. INSURER C: New Hampshire Ins. Co . 23841 421 Fayetteville Street, Suite 600 INSURER D : Lloyds of London 085202 Raleigh, NC 27601 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 18-19 REVISION NUMBER: THIS IS TO CERTIF Y THAT THE POLICIES OF INSURANC E LI STED BELOW HAVE BEEN ISS UED TO THE INSURED NAM ED ABOV E FOR THE POLICY PERIOD INDI CAT ED. NOTWITHSTANDING ANY REQUIREMENT , TER M OR COND ITION OF ANY CON TR ACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTI FICAT E MAY BE ISSU ED OR MAY PERTAIN, THE INSURANCE AFFORD ED BY THE POLICIES DE SCRI BED HEREIN IS SU BJE CT TO ALL THE TER MS, EXC LUSIONS AND COND ITION S OF SUCH POLI CIE S. LIMITS SHOWN .MAY HAVE BEEN REDU CED BY PAID CLA IMS . INSR TYPE OF INSURANCE ADDL SUBR POLIC 't,N UMBER ,&l.:lJclg)'J~~) ,&i.:lhl5iv~~Yi J LIMITS LTR INSR WVD A X COMMERCIAL GENERAL LIABILITY 5268169 V 04/01/2018 04/01/20H 16.cH OCCURRENCE $1,000 ooo V -D CLAIMS-MADE [!] OCCUR ~~~~f?iH9E~7>~JS;Pence) s 500 000 X Contractual Liab. MED EXP (Any one person) $25,000 PERSONAL & ADV INJURY -$1,000,000 GEN'L AGGR EGAT E LI MIT APP LIE S PER: GEN ERAL AGGREGAT E $2 ,000,000 ,f\ ~ [!] PR O-[!] LOG $2 ,000,000 \ POLICY JECT PRODUCTS -COMP/OP AGG OTH ER: $ A AUTOMOBILE LIABILITY 4489663 -04/01/2018 04/01/201,S ,e:OMBINED SINGLE LIMIT · rEa accident\ s1 ,000,000 ~ ANY AUTO BODILY INJURY (Per person) $ I -OWNED SCHEDU LE D BODILY INJURY (Per accident) $ I -AUTOS ONLY -AUTOS X HIRED X NON-OWNED PROPERTY DAM AG E $ I AUTOS ONLY AUTOS O"!LY (Per accident\ ---~ \_ / B ~ UMBRELLA LIAS ~ OCCUR CX005FT18 04/01/2018 04/01/20fg /EACH OCCURRENCE I s5 ooo.tfoo\ EXCE~S LIAS CLAIMS-MADE AGGREGATE $5 000 000 l 1/ OED I xi RETENTION sO J $ I C WORKERS COMPENSATION 015893685 (AOS) 04/01/2018 04/01/2019 l-X I t~f TlJTF I l~Jf\ / AND EMPLOYERS' LIABILITY Y/N ~.L. EACH ACCIDEN T A ANY PROPR IET OR/PARTNER/EXECUT IVE[lli 015893686 (CA) 04/01/2018 04/01/2019 $1000 000 OFFIC ER/MEMBER EXCLUD ED ? N N/A JE.l. DISEASE -EA EMPLOYEE C (Mandatory In NH) 039326820 (ME) 04/01/2018 04/01/2015 $1,000,000 If yes, describe under 6.L. DISEA SE -POLICY LI MIT $1,000 ,000 DESCRIPTION OF OPERATIONS below D Professional Liab P070831800 04/01/2018 04/01/201 ~ I Per Claim $2,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (ACORD 101 , Additional Remar ks Sche dule , may be attached If more spa ce ts req uired) Re : Traffic Signal Upgrades at Stevens Creek Boulevard & Bandley Drive; Elbert Chang. The City of Cupertino, its City Council, officers, officials, employees, agents, servants & volunteers are named as Additional Insureds with respects to General Liability where required by written contract. Waiver of Subrogation is applicable where required by written contract & allowed by law. The above referenced liability policies with the exception of workers compensation and professional liability are primary & non- (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN Christopher Campbell ACCORDANCE WITH THE POLICY PROVISIONS . 10300 Torre Avenue Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I ..d4(V~ © 1988-2015 ACORD CORPORATION . All rights reserved . ACORD 25 (2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S1407680/M1017400 JNOY1 DESCRIPTIONS (Continued from Page 1) contributory where required by written contract. Should any of the above described policies be cancelled by the issuing insurer before the expiration date thereof, 30 days' written notice (except 10 days for nonpayment of premium) will be provided to the Certificate Holder. SAGITTA 25.3 (2016/03) 2 of 2 #S1407680/M1017400 POLICY NUM c::) COMMERCIAL GENERAL LIABILITY V CG20100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies in surance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operat ions ANY PERSON OR ORGANIZATION WHOM YOU PER THE CONTRACT OR AGREEMENT. BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations . 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) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 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 (o ther than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; 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. CG 20 10 04 13 e Insurance Services Office, In c ., 2012 Page 1 of 2 D C. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations . Page 2 of 2 e Insurance Services Office, Inc., 2012 CG 20 1 0 04 1 3 D COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 SEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS T h is e ndorsement mod ifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Nam e Of Additional Insured Person(s) ANY WHOM TO I AS A AGRE Or Organization (s I -- PERSON OR ORGANIZATION YOU BECOME OBLIGATED NCLUDE AS AN ADDITIONAL INSURED RESULT OF ANY CONTRACT OR EMENT YOU HAVE ENTERED INTO. - ----- Location And Description Of Completed Operations PER THE CONTRACT OR AGREEMENT . ·- -- In form ation required to complete this Schedule, if not shown above, will be sh own i n the Declarations . - 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" or "property damage" ca us ed. in who l e 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". However: 1 . The insurance affo rded to such additional insured only applies to the extent permitted by law; and 2 . If coverage provided to the additional insured is required by a contract or agree- ment, the insurance afforded to such addi- tiona l insured will not be broader than that - which you are required by the contract or agreement to provide for such additional insured. B. With respect to the i nsura nce afforded to these additiona l in sureds, the fol l owi ng is added to Section Ill · Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the m o st we wil l pay on behalf of the additional insured is the amount of insurance : 1. Required by the contra c t or agreement; o r 2 . Avc1 i lable linde r the applicable Limits of Insu - rance shown in the Declarations; whichever is l ess. This endorsement sha ll not increase the app li - cab le Lim its of In surance shown in 1he Decla- rations . CG20370413 e> Insurance Services Office , Inc., 2012 Page 1 of 1 D This page has been left blank intentionally . BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which It is attached effective on the Inception date of the policy unless a different date is indicated below. (The followtng • attaching clause" need be completed only when this endorsement Is l&sued subsequent to pn,paratlon of the policy). This endorsement, effective 12:01 AM 04/01/2018 forms a part of Poll · No O 15893686 Issued to K I MLEY · HORN AND ASSOC I ATES, I NC. By NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization with whom you have a written contract that requires you to obtain this agreement from us, as regards any work you perform for such person or organization. The additional premium for this endorsement shall be 2. 00 % of the total estimated workers compensation premium for this policy. WC 04 03 61 (Ed. 11/90) Countel"81gned by __________________ #~ __ _ Authorized Representative