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19-044 Richard Yau, Program and Project Management Consultant ServicesCITY OF I MASTER PROFESSIONAU/SPECIALIZED SERVICES AGREEMENT WITH RICHARD YAU CUPERTINO 1. PARTIES This Master Agreement is made and entered into as of February 1, 2019 Effective Date"),by and between the City of Cupertino, a municipal corporation("City"), and Richard Yau Contractor"), a Sole Proprietorship/Individual for Program and Project Management Consultant Services 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 January 31, 2021 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 125,000 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. City Project Master ProfessionaVSpecialized Services Agreement/Rev.May 22,2018 Page 1 of 8 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 j 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. City Project Master Professional/specialized Services Agreement/Rev.May 22,2018 Page 2of8 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 j 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. I 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 performance,benchmarks and deliverables, which must 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. City Project Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 3 of 8 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 y i 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: I a) Breach of contract, obligations, representations or warranties; b) Negligent or willful acts or omissions 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 app tender of defense upon receiving notice from City of a third-parry 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 j 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 D, 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 HI City Project Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 4 of 8 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 13.1 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 performing the Services, as required by the Immigration Reform 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 d 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. i 13.4 Conflicts of Interest. 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 Michael Zimmermann 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. City Project Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 5 of 8 Contractor Project Manager. Subject to City approval, Contractor assigns Richard Yau 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 j 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 parry will be entitled to reasonable attorney fees and costs. i 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. I 20. WAIVER i 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. City Project 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 Parry'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/PARTLAL 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 City of Cupertino To Contractor: Richard Yau 10300 Torre Ave.,Cupertino CA 95014 Attention: Michael Zimmermann Attention: Richard Yau Email: michaelz@cupertino.org Email: City Project Master ProfessionaUSpecialized Services Agreement/Rev.May 22,2018 Page 7 of 8 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. CONTRACTOR CITY OF CUPERTINO RICHARD YAU A Municipal Co oration By I Name Richard Yau Name Roger Lee Title Owner Title Acting Director of Public Works Date 1/?z Date 3 12('11 K Tax LD.No.: / APPROVED AS TO FORM: Contract Amount: $125,000 C-upurttw*eting City Attorney Encumbrance By Service Order Only ATTEST: I GAACt SCHMIDT City Clerk I i I 1 I City Project Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 8 of 8 EXHIBIT A SCOPE OF SERVICES The CONSULTANT shall provide certain Program and Project Management services as required and requested by the CITY. The CONSULTANT shall provide services under this Master Agreement on an "as needed" basis and only(1)upon written request from the CITY's Director of Public Works or authorized Agent as defined in Section 14, PROJECT COORDINATION and(2) as defined in a fully executed SERVICE ORDER,Exhibit B. SECTION 1-GENERAL PROVISIONS A. The CONSULTANT shall perform all services to the satisfaction of the CITY's Public Works Director or authorized Agent. B. The CONSULTANT shall perform all services under this agreement to the currently prevailing professional standards and quality found among Program and Project Management Consultants with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. C. The CONSULTANT shall perform services under this AGREEMENT only by 1 authorization of a fully executed SERVICE ORDER which shall clearly provide the nature of the specific services, the time limit within which such services must be completed, and the compensation for such services.Unauthorized services performed by the CONSULTANT shall be at no cost to the CITY. D. The CONSULTANT shall begin work only after receipt of a fully authorized and executed SERVICE ORDER.The CITY shall incorporate each authorized and fully executed SERVICE ORDER into the terms and conditions of this MASTER AGREEMENT. i E. The CITY shall designate a Project Manager for each authorized and fully executed SERVICE ORDER under this AGREEMENT.The CONSULTANT shall coordinate the SERVICE ORDER performance with the CITY's designated Project Manager. SECTION 2. BASIC SERVICES I The Consultant shall provide Program and Project Management services for various CITY Public Works projects. All services performed shall be authorized by a fully executed SERVICE ORDER prior to work commencement. Consultant services under this Master Agreement may include,but are not limited to: i I i i City of Cupertino Master Agreement Exhibit A-Scope of Services Program&Project Management Services—Richard Yau Page 1 of 2 EXHIBIT A SCOPE OF SERVICES A. Program or Project Feasibility Phase 1) Define general project performance requirements from City staff meetings 2) Site visits 3) Project team building 4) Stakeholder coordination 5) Public meeting coordination 6) Program and/or project budget and schedule 7) Review project scope and identify specialty consultants for project design and implementation 8) Program and/or project schedule development i B. Project Design Phase i 1) Develop sources for required project consultant services 2) Prepare Consultant Requests for Proposal using City standard format. 3) Conduct Consultant selection using established CITY process. 4) Prepare Consultant scope of services and agreement for City. 5) Negotiate Design Consultant fees 6) Manage project schedule 7) Manage Consultant agreements and review payment requests. 8) Coordinate Public Meetings for stakeholder input with City Staff 9) Monitor design process,project design development, and provide comments for consultant feedback. 10) Evaluate additional Design Consultant services as required. 11) Coordinate final construction documents review with City professional staff and provide consultant feedback. 12) Assist City staff with prequalifying contractors. 13) Assist City with the project bid process. C. Bid Phase: 1) Assemble front end bid documents using City standard language 2) Assemble bid package for City staff to use for public bid 3) Prepare bid results for City staff D. Construction Phase: 1) Coordinate information between Design Consultant and Construction Manager END OF EXHIBIT City of Cupertino Master Agreement Exhibit A-Scope of Services Program&Project Management Services—Richard Yau Page 2 of 2 EXHIBIT A SCOPE OF SERVICES The CONSULTANT shall provide certain Program and Project Management services as required and requested by the CITY. The CONSULTANT shall provide services under this Master Agreement on an "as needed" basis and only(1) upon written request from the CITY's Director of Public Works or authorized Agent as defined in Section 14,PROJECT COORDINATION and (2)as defined in a fully executed SERVICE ORDER, Exhibit B. SECTION 1-GENERAL PROVISIONS A. The CONSULTANT shall perform all services to the satisfaction of the CITY's Public Works Director or authorized Agent. B. The CONSULTANT shall perform all services under this agreement to the currently prevailing professional standards and quality found among Program and Project Management Consultants with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. C. The CONSULTANT shall perform services under this AGREEMENT only by authorization of a fully executed SERVICE ORDER which shall clearly provide the nature of the specific services,the time limit within which such services must be f completed, and the compensation for such services.Unauthorized services performed j by the CONSULTANT shall be at no cost to the CITY. i D. The CONSULTANT shall begin work only after receipt of a fully authorized and executed SERVICE ORDER.The CITY shall incorporate each authorized and fully executed SERVICE ORDER into the terms and conditions of this MASTER AGREEMENT. E. The CITY shall designate a Project Manager for each authorized and fully executed SERVICE ORDER under this AGREEMENT. The CONSULTANT shall coordinate the SERVICE ORDER performance with the CITY's designated Project Manager. I SECTION 2. BASIC SERVICES i The Consultant shall provide Program and Project Management services for various CITY Public Works projects.All services performed shall be authorized by a fully executed SERVICE ORDER prior to work commencement. Consultant services under this Master Agreement may include,but are not limited to: i City of Cupertino Master Agreement Exhibit A-Scope of Services Program&Project Management Services—Richard Yau Page 1 of 2 EXHIBIT A SCOPE OF SERVICES A. Program or Project Feasibility Phase 1) Define general project performance requirements from City staff meetings 2) Site visits 3) Project team building 4) Stakeholder coordination 5) Public meeting coordination 6) Program and/or project budget and schedule 7) Review project scope and identify specialty consultants for project design and implementation 8) Program and/or project schedule development B. Project Design Phase 1) Develop sources for required project consultant services 2) Prepare Consultant Requests for Proposal using City standard format. 3) Conduct Consultant selection using established CITY process. 4) Prepare Consultant scope of services and agreement for City. 5) Negotiate Design Consultant fees 6) Manage project schedule 7) Manage Consultant agreements and review payment requests. 8) Coordinate Public Meetings for stakeholder input with City Staff 9) Monitor design process,project design development, and provide comments for consultant feedback. l10) Evaluate additional Design Consultant services as required. 11) Coordinate final construction documents review with City professional staff and provide consultant feedback. 12) Assist City staff with prequalifying contractors. 13) Assist City with the project bid process. C. Bid Phase: I i 1) Assemble front end bid documents using City standard language 2) Assemble bid package for City staff to use for public bid 3) Prepare bid results for City staff D. Construction Phase: 1) Coordinate information between Design Consultant and Construction Manager I END OF EXHIBIT I City of Cupertino Master Agreement Exhibit A-Scope of Services Program&Project Management Services—Richard Yau Page 2 of 2 EXHIBIT B SERVICE ORDER PROCESS Each Service Order for work under this Master Agreement shall be initiated and executed as provided for in the Master Agreement, Section 2.2, Service Orders. An exemplar of the Service Order form follows. END OF EXHIBIT j i I City of Cupertino Master Agreement Exhibit B-Service Order Process Program&Project Management Services-Bruce E.Biordi Page 1 of 1 CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. MASTER AGREEMENT NO#: M.A.Date: Maximum Compensation: M.A. End Date: Consultant: Firm Name: Address: Contact: Phone: Project Description: Project Name: Description:(simple project description if appropriate) nAttachment A:Includes Description of Project,Scope of Service,Schedule of Performance and Compensation City Project Management i Managing Department:Public Works Project Manager: Fiscal/Budget : Amount Master Agreement Maximum Compensation: 0 Total Previously Encumbered to Date: 0 Encumbrance this Service Order: 0 Balance: 0 S.O.Acc't No.:P.O. # Contract Manager: Date: Approvals: Consultant: Date: CIP Manager: Date: Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance: Date: Management Analyst City of Cupertino Master Agreement 181128 Page 1 of 1 Service Order No. XX EXHIBIT C COMPENSATION The City shall compensate the Consultant according to the hourly rate(s) stated in this i Exhibit which shall remain in effect for the Master Agreement schedule of performance unless changed by written amendment to the Master Agreement. Each authorized Service Order under this Master Agreement shall identify the method of compensation consistent with the scope of services provided by the Consultant. In any case, the Consultant's total payment for each authorized Service Order shall not exceed the maximum compensation identified in that Service Order, unless authorized by a written amendment executed by the City and the Consultant, and the total compensation for all authorized Service Orders shall not exceed the maximum compensation stated in Article 4, Consultant Compensation, of the Master Agreement. Work exceeding the total authorized amount for a Service Order or the total compensation for the Master Agreement shall be at no cost to the City. f Consultant Hourly Rate(s) The Consultant shall be compensated according to the following hourly rate(s)for all work performed under authorized Service Orders: Labor Category Master Agreement Hourly Rate i Project Executive/Project Manager 125.00 I Reimbursable Expenses Reimbursable expenses represent the acquisition cost of items, other than direct labor, specifically required to perform the scope of services and beyond normal business operating expenses which are included in the direct labor rate. Such expenses include, but are not limited to: Individual or multiple document reproductions that exceed 50 pages; Drawing or bid set reproductions; Software required by City other than Microsoft Word, Excel, PowerPoint, and Project;Adobe Acrobat; and a photo editor program. Travel expenses to the extent allowed by City policy; Sub-consultants required by project scope of services; City of Cupertino Master Agreement Exhibit C-Compensation Program&Project Management Services-Bruce E.Biordi Page 1 of 2 EXHIBIT C COMPENSATION Safety equipment required by City policy or the project scope of services; Mass mailing notifications; Expenses for public meetings, such as refreshments, interpreters, security, valet parking, facility rental, tents or booths, easels, markers, paper, presentation equipment. The City shall compensate the Consultant for such reimbursable expenses only with prior written authorization by the City representative designated in Article 14, Project Coordination, of the Master Agreement. All compensation, including reimbursable expenses, shall not exceed the maximum compensation for the Service Order, i i The City shall compensate the Consultant for reimbursable expenses for the documented actual cost only, allowing for no surcharge for Consultant administration. I Reimbursable expenses shall be separately identified on the Consultant invoice. Method of Payment 1 The Consultant shall submit an invoice to the City by the 511,business day of each month that clearly identifies the work performed in the previous month and authorized reimbursable expenses. All invoices from Consultant shall be addressed to City at:i Attention: Michael Zimmermann City of Cupertino 10300 Torre Ave. Cupertino CA 95014 The invoice shall identify the applicable period of work, a description of the work performed consistent with the Service Order scope of services,the number of hours,hourly rate, reimbursable expenses, Service Order maximum compensation, Service Order compensation to date including invoice number, total invoice amount for current invoice, Service Order maximum compensation balance remaining. All Consultant payments shall be addressed to: Richard Yau I END OF EXHIBIT I i City of Cupertino Master Agreement Exhibit C-Compensation Program&Project Management Services-Bruce E.Biordi Page 2 of 2 EXHIBIT D 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. i INSURANCE POLICIES AND MINIMUMS REQUIRED 1. 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 0l 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. X 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 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. X Not required OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 2018 1 Z 8IOZ •qadpalvpdnuuojslovdluoos;uvlpnsuoDTvjvuo!ssafordOzsa(pofsyuawarinbadaouvansul-Qqxg aoTjouuojji.ImzoudsAvp(06)Xjatutuuuglssaijougllm`soouuisTunouoIupodsaagjoiozaznsuT `aououodxo loud`)Isuogjdoatnjuuariluopasuqa2u.Ianoo/sivautazlnbojaouuznsuiosogjXdipouTofjq,'Ruoqjsan.TasaiXJID aSvjaaojfodgvnbapd juulinsuoDXqpouluputumsliuilloouu.TnsuTaaggTqoqjjoda2u.IanoOoIpallijua oqBugsXpiD`anoquunnogssumullulTuaqluugjsj? Izaq2iljo/puua&uaanoOjopuozqsupluptujuupinsuoDdl SIPU7aouvansuliagkzH saT011odoouuznsuls,luullnsuoognsuopaznsulIuuotltppuuusuXjjDoqj2uTmi3u2uipnioul `jou.TluoDsial dosluouiwinboiaqIjoauTjngpoouu.InsuTutulutumsjuujlnsuoognslit? jugjXduanpunazTnboiBugsjuullnsuoD sluvllnsuoagns uualJOLIJIUODagj2uunpOURIAuuIuaOuutlduxoodouolluolduanpuuuTapof lloiialbsumloi)(110 •IouiluoDogjdojuoumououlmooop.loudsluauzasiopuaAoTlodlin2upstlXotlod-IDDoqj JO92udluauzas.mpugpussuolluzuloaQoqjjoMooupuu `(louipuoDsTglXqpolinbW02>?zan00all2uTIOadda somilodalldosaidooao)sluomosiopuoA.Iojupuuulput?soluol !pooooumnsuTalqujd=ugsilundIsnuTjuujlnsuoD agvrano,?fouopvaffiaaA zallagzo `IIA-ddouTjgdIsou -W-VunglimuTwodiiu3uIssautsnqopofposuaotloqIsnuzsiomsul srarnsulfo4jj!gvjdaaad 1111alljopainsutalpjagjiafqpaldsilusoqAuTuoTluajaipaznsuijlosaqIjull `opinozd opposzopuooqzo `apinozdIingsXoilodalssasuadxaasuadappuuuolpuajsiuiulpuuziulO `suoljuipsanul polulaislsoopuusossolXudofKllllqudodooidmogsIsnuzluujlnsuoo .Io `spo.Tnsulluuogippd/f%jiD allsloodsatsusuoTluolazponsuTjlas .ToalgilonpapagIolumpullojooonpazIsnuT .Ia.InsuTall :.Tagjia uoTidos,)CIIDIV •XIDarilXqpanozddupuuofpanloopoqIsnuluoTluoloipa.insmblasIoalgilonpapIVuV suopualagpaansuj-flagpuvsalgilonpaa zaznsmaqjuzozdluoutaszopuouoTlOoignsdozaniumupantaoaisuq,,410all IOUzoJQgjagmdoss31p.M23.1saTidd>t,uoTsTnozdsigl •slu>?llnsuoognsput? slua2u `so3Xolduzasil `IuujlnsuoDXq pouuopod31iomiiuTodXliodoJonuduIuotlu2ozgnsdo.zantumuglimposiopuooqiiuTIsXoiloduoTpusuodwoo s.iojjoAkoqj `XiiuoTjioodS •ula.Iagpojinba.zsaTOTiodoouunsuToqlXqpa.ranooamusassoipit'spualxa aqIopsaiuulupdoX.Tanooa.zIOJspaznsulluuoljippV/XjiDjsuTuft, uoijv.2ognsofIl211Xuusanit?MjuulinsuoD uopvSoagnsfo.iaaivM suznuuazddopuomTud-uouofonpdioommpuuTsKupOI .Io30ULnp13uTsAupo£4Dofa011ou uailumglimIdaoxa `asTdxooppamolluzopalaouuooqloullugsa&u.IanoOpuglolulsIlugsX011odaoumnsuig3,eq uopvllaauv,7foaaT;oAI jiofoinguluoojouBugspuu oouuznsuls,juupinsuoDdossooxooqIILgsszaajunlonio `sooXolduza `sluioT3do `siooiddosl! `XIIDAqpouplulaz aouuznsuljlaszooouumsuiKuV •oouwrnsXZuurudoqIlugsspoinsulluuopippVp/41Doppop.Ioddu02UMnoD a.Svrano,gDvrugad posnon,suoilipal3luidi`suuodL£ OZJDPuu0iOZDDqloqio(S8/i1)0OZJauuodOSIsu puozgsuIsuolju)oominsulsjuulinsuooofjuauzas.zopuauudouuodaqjuIpapinozdoquuoa&uzanoo/Iliquq lujouoD -Sotlod-IDDs,luulinsuoDuospotnsuiIuuopippusupazanoOoqofam(,,spa.msulluuotltppV„) s.Iaajunlonpuusluun.Tas `slu32u `soakoldujo `sluiogdo `slaoTddo `liounooXTIDsli `oulpodnodoX110ag,l, smvlspaansu11vuopgppv AC"R"® DATE(MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 1/29/2019 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. I I IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER UIN 1111 NAME: Michelle Lin FAXRedWaveInsurancePHONE40R641-0733AIC,No,Ext): )AIC,No): 8887331767 2901 Moorpark Ave-Suite 260 ADDRESS: michelte@niyFedwave.com INSURER(S)AFFORDING COVERAGE NAIC# San Jose CA 95128 INSURERA: HISCOX INSURANCE COMPANY INC. 10200 INSURED INSURER B: NATIONAL UNION FIRE INSURANCE COMPANY O 19445 Richard Yau INSURER C: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDD/YYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE x/2,000,000 CLAIMS-MADE I—XI OCCUR PREMISES(Ea occurrence) $ 100,000 MED EXP(Any one person) $ 5,000 A Y 01/28/2019 01/28/2020 PERSONAL BADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $1/3,000,000 X POLICY E PE LOC PRODUCTS-COMP/OP AGG $ S/T Gen Agg. OTHER: AUTOMOBILE LIABILITY Ea accident) ANY AUTO BODILY INJURY(Per person) $ A OWNEUTQSD ONLY AUTOS SCHEDULED Y 01/28/2019 01/28/2020 BODILY INJURY(Per accident) $A HIRED NON-OWNEDXAUTOSONLYXAUTOSONLY Per accident) GL Hired/Non-Owned At $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE 1,000,000 B EXCESS LIAB CLAIMS-MADE Y 01/28/2019 01/28/2020 AGGREGATE 1,000,00 DED I I RETENTION$ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE I ER ANY PROPRIETOR/PARTNER/EXECUTIVEElE.L.EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N/A Mandatory in NH)E.L.DISEASE-EA EMPLOYEE $ 9 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $J S 3 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers as additional insured in regards to the general liability. Primary and Non-Contributo>y. I i i CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014-3266 i 1988-2015 ACORD CORPORATION. All rights reservecl. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 40 HI SCOX Hiscox Insurance Company Inc. Policy Number: Named Insured: Richard Yea.i_ Endorsement Number 2-1 Endorsement Effective: January 28, 2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy, pro- vided: 1. you have agreed in a written contract or agreement to add such additional insured to a policy providing the type of coverage af- forded by this policy; and 2. you have agreed in a written contract or agreement with such additional insured that this insurance would be primary and would not seek contribution from any other insur- ance available to the additional insured. CGL E5581 CW (03/16) Includes copyrighted material of Page 1 of 1 Insurance Services Office, Inc.,with its permission HI SCOX Hiscox Insurance Company Inc. Policy Number: Named Insured: R`hard Yaau Endorsement Number: 22 Endorsement Effective: January 28, 2019 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE SCHEDULE—PART I Terrorism Premium(Certified Acts)$ 14.00 This premium is the total Certified Acts premium attributable to the following Coverage Part(s), Cover- age Form(s)and/or Policy(ies): Additional information, if any,concerning the terrorism premium: SCHEDULE—PART II Federal share of terrorism losses 85%year 2015; 84%year 2016;83%year 2017;82%year 2018; 81% year 2019 and 80%year 2020. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Disclosure Of Premium In accordance with the federal Terrorism Risk In- surance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certi- fied under the Terrorism Risk Insurance Act. The portion of your premium attributable to such cov- erage is shown in the Schedule of this endorse- ment or in the policy Declarations. IL 09 85 01 15 Insurance Services Office, Inc., 2015 Page 1 of 2 B. Disclosure Of Federal Participation In Payment C. Cap On Insurer Participation In Payment OfOfTerrorismLossesTerrorismLosses The United States Government, Department of the If aggregate insured losses attributable to terrorist Treasury, will pay a share of terrorism losses in- acts certified under the Terrorism Risk Insurancesuredunderthefederalprogram. The federal Act exceed $100 billion in a calendar year and we share equals a percentage (as shown in Part II of have met our insurer deductible under the Terror- the Schedule of this endorsement or in the policy ism Risk Insurance Act, we shall not be liable forDeclarations) of that portion of the amount of such the payment of any portion of the amount of suchinsuredlossesthatexceedstheapplicableinsurerlossesthatexceeds$100 billion, and in such caseretention. However, if aggregate insured losses at- insured losses up to that amount are subject to protributabletoterroristactscertifiedundertheTer- rata allocation in accordance with procedures es-rorism Risk Insurance Act exceed$100 billion in a tablished by the Secretary of the Treasury.calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds$100 billion. i I i j d I 1 I I Page 2 of 2 Insurance Services Office, Inc., 2015 IL 09 85 01 15 Contractor/Consultant Affidavit of No Employees State of California County of Santa Clara City of Cupertino I, the undersigned, declare as follows: I am an independent contractor and the owner of Richard Yau, sole proprietor I wish to enter into a services contract with the City of Cupertino. I am fully aware of the provisions of section 3700 of the California Labor Code,which requires every employer to provide Workers' Compensation coverage for employees in accordance with the provisions of that Code. I am also aware that I must provide proof of workers' compensation insurance to the City of Cupertino for any and all employees I may have, pursuant to Section 12 of the City of Cupertino's contract. I hereby certify that I do not have any employees nor will I have any employees working for me or my business during the term of any service contract with the City of Cupertino. I am not required to have Workers' Compensation insurance. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on this day o 2019, at tom 0 California. PRINT NAME SIGNATURE Revised 1.01.19 Declaration of Sole Proprietorship DECLARATION AND ADDENDUM TO ALL CONTRACTS ENTERED INTO OR BID AWARDED TO: Richard Yau hereinafter"Organization" For the purpose of inducing the City of Cupertino("City") to enter into any contracts with Organization, or to go forward with any contracts awarded to Organization,I declare as follows: I am the authorized representative of Organization, an independent contractor for the purposes of workers'compensation and labor laws in the State of California.This Organization will hire no employees for work required for any bid awarded or any contract entered into with the City. All work required will be performed personally and solely by me. If the Organization hires employees to perform this contract or any portion thereof,the Organization shall obtain workers' compensation insurance and provide proof of such coverage to the City.i I If the Organization hires a subcontractor to perform this contract or any portion thereof, and the subcontractor has employees,then the Organization shall require its subcontractor to obtain workers'compensation insurance coverage. In the alternative,the Organization shall obtain workers'compensation insurance coverage on behalf of the subcontractor's employees. J This document constitutes a declaration by the Organization against its financial interest, relative to any claims that it may assert under the applicable workers' compensation and/or labor laws against the City relating to any bid awarded or contract entered into with this Organization.The Organization shall defend,indemnify and hold harmless the City from any and all liability, claims, demands, causes of action, charges, damages,injuries, fees including attorney fees,costs and expense that may be asserted or established by any person or entity in the event the Organization hires an employee in violation of this addendum. I I agree that this declaration shall constitute an addendum to any bid awarded or any contract entered into with this Organization. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. i DATE I AUTHORIZED RE RESENTATIVE Revised, 01.01.19 Hiscox Insurance Company Inc. - Company Profile - Best's Credit Rating Center Page 1 of 5 Hiscox Insurance Company Inc. A.M. Best#: 003030 NAIC#: 10200 FEIN #: 986000550 Domiciliary Address IFinsncial Strength Rating104SouthMichiganAvenue Suite 600 4C r.BrE ST Chicago, IL 60603 A Ex lent United States Assigned to insurance companies that have, in our Web: www.hiscox.com opinion, an excellent ability Phone: 312-380-5555 to meet their ongoing Fax: 312-228-8077 insurance obligations. View additional news, reports and products for this company. Based on A.M. Best's analysis, 051951 - Hiscox Ltd is the AMB Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: A (Excellent) Affiliation Code: g (Group) Financial Size Category: XV($2 Billion or greater) Outlook:Stable Action: Affirmed Effective Date: March 14, 2019 Initial Rating Date: June 30, 1958 Long-Term Issuer Credit Rating View Definition http://ratings.ambest.com/CompanyProfile.aspx?ambnum=3030&URatingld=2928293&bl... 3/20/2019 6IOZ/OZ/£ "'ia8£6Z8Z6Z=PIDu?2If180£0£= nuquxds ajiozduduzo/uzoa saquz sou?z//:du VL4OZ/O6/Z V86OZ/Z/£ V6HOZ/b6/£ 6ulleb0leaanl130113 6ulleNyl6uailSleloueulj 2961aouisAuedwoosiyluosls/(leue Rsbulleapapinoidsey }sae .W.d kolsiH6uilej 660Z `tibyoaeW saljelpisgnSsllpUeplyxoos!HIos6u!le2J3lpaJOSWJUIVlsaeAV asealaNssaad uaaojaansoloslabulleds,;saeWVMaln uaaoduolleuaaojulaansolosla uollewiolulaansolosla Juana6u/jeaagl,/oaua/jeqj 4e}sAleuepueeogoag4.rojMo/aqesealadssaadaowjo_4uo!jewiojuiaansolos!paqlaas :@ION ddo 'zlualaualeboer :aoloaala olnoalsualu!p3 :ls/(leudleloueul=jaoluag oul 'saolnJag6ulle2jlsae •W'y :aol}lp6uileN lsAIeud6ulleNI!paaas,1sa8 6UIIeHs,Isa8nnainajjapunsa}oua4n LOOZ '9Zaunp :algia6uileNlelllul 660Z `tLuoaeW :ale(3anll3all3 pauaal:}yuollod elgelSloollno euaaal-6uo-1 stoZagedtaluaD2u?1E2I11p3.10s,lsag - aI>JoadXueduzoD - ouIXueduzoDaamansulxoas?H Hiscox Insurance Company Inc. - Company Profile - Best's Credit Rating Center Page 3 of 5 12/10/2015 A 10/23/2014 A Long-Term Issuer Credit Rating Effective DateRating 3/14/2019 a+ 3/2/2018 a+ 2/10/2017 a+ 12/10/2015 a+ 10/23/2014 a+ Related Financial and Analytical Data The following links provide access to related data records that A.M. Best utilizes to provide financial and analytical data on a consolidated or branch basis. MB # Company Name Company Description 019190 Hiscox USA Represents Property/Casualty business of this legal entity. Group (CS) 018750 Hiscox USA Represents the A.M. Best Consolidated financials for the Group (G) Property/Casualty business of this legal entity. Best's Credit Reports I - Best's Credit Report -Where applicable, includes Best's Financial Strength Rating and rationale along with comprehensive analytical commentary, detailed business overview and key financial data. Report Revision Date: 3/14/2019 (represents the latest significant change). 1 Historical Reports are available in Best's Credit Report Archive. View additional news, reports and products for this company. http://ratings.ambest.com/CompanyProfile.aspx?ambnum=3030&URatingld=2928293&bl... 3/20/2019 610Z/OZ/£ "'iQ?8£6Z8Z6Z=pIui2II180£0£= nuquzxds aiiozdfuduzo/uzoa saquz suti//:du 03/eb/90oZanilOaaiajadse(I3aqjuisasodand fuoleln6ajjolpasneqAewmi-8mAqpasiopuepuepenssisbuileaIipajo 'aaoiajayl-f13@qiuiQy03)luawssassy IPWOleuaalx3uesl ''oul 'saOiNaS6uileIIsaB -W-y}okeipisgnse '(m3-8Wy) 'n'8saoinJaS6uilej (n3)IsaB -W-v 03/8t,/900Z9nil0aaiajadsemiaqjuisasodandkolelnBeiaolpasnaqAewSb38Ny Aqpasiopuapuepanssis6uiie3IipaaO 'ajoiaiayl-(N3) uoiuNueedoin3ayluiOV03) uoilnlilsulIuawssossyIipajO jeuaalx3uesl '-oul 'saomjeS6uilejIsaB -N-V;oAjeipisgnse '(S2J38Ny) p91iwi-1saoinJeS6uiiejadoin3 -IsaB 'W-y sainsopsiduoiunueadojn3 ddValtgoVq SDLJ1}ECJwojousela E10001MOH yoJeaSpaouenpy oaweNAuedwo0eJ91u3 6uilaj }ipaaos,Isagapuij sa6edZuiswabLTOT :azisabedZT aulAuedwo'aaueansuIxoasiHIosbuile'iswai}}yIsae 'A'VOTOZSOTAoN aui'Auedwo0aauejnsuixoasiHIos6uile8swai}}yIsae -NTyTTOZ 'EZAoN aul'luedwODaaueansuIxoas'HIo6uileiIipaaDaansslsapea6dnIsae -N-yZTOZSETaa4 saueipisgnSslipuepI1xoasiH}osbuile8swai}}yIsaeWVETNASOaa4 saueipisgnSslipueplyxoasiHIos6uile8swaiiiyIsaB 'N'VbTOZ 'EZIa0 aul'Auedwo0aaueansuIxoasiH}osbuilelswai}}yIsaBWvt7TOZFEZIa0 saueipisgnSslipuepI1xoasiH10sbuilebswai}}yIsaBTTVSTOZ 'OTaa4 saueipisgnSsIIpuepljxoasiH}osbuileJIipaaDswai}}yIsaBTTVLTH 'OTqac saueipisgnSslIpuepI1xoasiH}os6uilejIipaaOswai}}yIsaBWvME 'ZOaeN saueipisgnSsIIpueplgxoasiH10s6uilebIipa'Oswan}yIsaBNV6TOZ 'KaeN sasaajayssaad stoabedas}ua ui2lipaa s,sag - altoadXupdwoD - •oulW-edwoDomamsulxoasrH Hiscox Insurance Company Inc. - Company Profile - Best's Credit Rating Center Page 5 of 5 Australian Disclosures A.M. Best Asia-Pacific Limited (AMBAP), Australian Registered Body Number(ARBN No.150375287), is a limited liability company incorporated and domiciled in Hong Kong.AMBAP is a wholesale Australian Financial Services (AFS) Licence holder(AFS No.411055) under the Corporations Act 2001. Credit ratings emanating from AMBAP are not intended for and must not be distributed to any person in Australia other than a wholesale client as defined in Chapter 7 of the Corporations Act. AMBAP does not authorize its Credit Ratings to be disseminated by a third-party in a manner that could reasonably be regarded as being intended to influence a retail client in making a decision in relation to a particular product or class of financial product.AMBAP Credit Ratings are intended for wholesale clients only, as defined. Credit Ratings determined and disseminated by AMBAP are the opinion of AMBAP only and not any specific credit analyst.AMBAP Credit Ratings are statements of opinion and not statements of fact.They are not recommendations to buy, hold or sell any securities or any other form of financial product, including insurance policies and are not a recommendation to be used to make investment/purchasing decisions. Important Notice:A.M. Best's Credit Ratings are independent and objective opinions, not statements of fact.A.M. Best is not an Investment Advisor, does not offer investment advice of any kind, nor does the company or its Ratings Analysts offer any form of structuring or financial advice.A.M. Best's credit opinions are not recommendations to buy, sell or hold securities, or to make any other investment decisions. For additional information regarding the use and limitations of credit rating opinions, as well as the rating process, information requirements and other rating related terms and definitions, please view Understanding Best's Credit Ratings. About Us I Site Map I Customer Service I My Account I Contact I Careers I Terms of Use I Privacy Policy I Security Legal&Licensing Regulatory Affairs-Form NRSRO-Code of Conduct- Rating Methodology-Historical Performance Data Copyright©2019 A.M. Best Company, Inc. and/or its affiliates ALL RIGHTS RESERVED. http://ratings.ambest.coin/CompanyProfile.aspx?ambnum=3030&URatingId=2928293&bl... 3/20/2019 National Union Fire Insurance Company of Pittsburgh, Pa. - Company Profile - Best's Cre... Page 1 of 5 National Union Fire Insurance Company of Pittsburgh, Pa. A.M. Best#: 002351 NAIC#: 19445 FEIN #: 250687550 Administrative Office View Additional Address Fimancia'I Strength Rating175WaterStreet18thFloorInformation New York, NY 10038 g United States A Exc.iftnt Assigned to insurance Web: www.aig.com companies that have, in our Phone: 212-770-7000 opinion, an excellent ability to meet their ongoing insurance obligations. View additional news, reports and products for this company. Based on A.M. Best's analysis, 058702 -American International Group, Inc. is the AMB Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: A(Excellent) Affiliation Code: p (Pooled) Financial Size Category: XV ($2 Billion or greater) Outlook:Stable Action: Affirmed Effective Date: June 20, 2018 Initial Rating Date: December 31, 1907 http://ratings.ambest.com/searchresults.aspx?URatingld=2928293&bl=0&AItSrc=1&PPP=... 3/20/2019 610Z/OZ/£ "'=ddd?BI=o-iSjjVTo=i9?8£6Z8Z6Z=plu?lL,2dflxds-e•slinsaauojL,as/uzoo-isaauz-e•sutlL,z//:dllu Buleaeaanloa3 BulleuylBuaalsleloueulzi 066aou!sAuedwoos!yluos!sAleue12s6u!lejpap!noidseqIsa8 .W.d AJolsiH6ullel 860Z 'OZaunt sa!ae!p!sgng u!elaaopue .oul 'dnoaE) leuo!leuialulueouauayIosbu!jejI!pajosuJWVIsa8 'W'V asealaUssaad uaaojainsolos!QBu!jejs,jsa8 -A-Vnna!n uaao.luolleuaaojulainsolosla uolleuaaojulainsolosla Juana6u!je.1ayJJoeW!lau4 4e4s1fleuepueaoijjoau4aojmolaqesea/adssaidiouuo_quoijeuaaojuiamsopsipau} eaS :@ION Nj:j 'yjo 'ou!saewobe -pleego!W :aoioeilaaoluaS ueAjue!aed :IsAIeudleloueul=laolues oul 'sao!naaS6u!JelIsa8 .W.d :a3133OBu!leU sAleudBulleuIlpaaas,4sa8 6ui;ejsJsaennainajjapunsalouaan 5002 '90I!jd`d :eleaBulledIelilul 86OZ 'OZaunt :algi(3anl130113 pawjlj4yuollov elgelSIoollnO eWie.L-Buoy uo!I!u4aanna!nBuljeUj1paaaaanssluaaal-Buo-I sjoZa2-ed ...otDs,lsog - oltgo.idXuLduzoD - Td `u0zngsjjldJoXui3dwoDooueansuloatduoiuflpuoijuN National Union Fire Insurance Company of Pittsburgh, Pa. - Company Profile - Best's Cre... Page 3 of 5 6/20/2018 A 5/23/2017 A 1/26/2017 A u 6/2/2016 A 1/27/2016 A u 2/27/2015 A 2/20/2014 A Long-Term Issuer Credit Rating Effective DateRating 6/20/2018 a 5/23/2017 a 1/26/2017 a u 6/2/2016 a 1/27/2016 a u 2/27/2015 a 2/20/2014 a Best's Credit Reports j-_- Best's Credit Report - Where applicable, includes Best's Financial Strength Rating and rationale along with comprehensive analytical commentary, detailed business overview and key financial data. Report Revision Date: 8/9/2018 (represents the latest significant change). j-_- Historical Reports are available in Best's Credit Report Archive. View additional news, reports and products for this company. http://ratings.ambest.com/searchresults.aspx?URatingId=2928293&bl=0&A1tSrc=1&PPP=... 3/20/2019 610Z/OZ/ddd?BT=ISiV80=1a'6Z8Z6Z=PIuT2I11Lxds sjnsazzasuzosaquz sutz//:du 83/8J7/90OZani}oanajadsen3ay;uisasodind Ajoleln6eijolpasnaqAewfl3-eWyAqpasiopuepuepanssisbuileiIipajo `ejolajau-f13Gqlui(iy03)luawssassy IipaJe [ew9lx3uesl "oul `saouuaS6ui1e1Isae -W-v;otieipisgnse '(f13-8Wy) 'n'8saoinuaS6ulmi (fl3)IsaeMY 03/8t,/900Zaniloaaiajadsem3ayluisasodandAjoleln6eijolpasnaqAewS2i381Ny Aqpasiopuapuepanssis6uileblipase 'ago;ajayl-(f13)uoiunueadan3aylui(iyO3)uoilnlgsulluawssessyIipajc) jewalx3uesl .out 'saowas6uilejIsae -W-VtoAjeipisgnse '(Sj38Wy) palpiysaoinaaS6uileaadoin3-Isae •W-y saansojosiauo,unueadoan3 ddVal!goVJ sourWHmajoSIsad R190 (4MCH yoaeaspaouenpy aweNAuedwooeaalu3 6uileyI!Pe]Os,IsaBepuiJ sa6edZuiswabOZOT :azisabedZT S'flslIpue-Dul'dnoaSjeuoileuaalulueoiaawytosbu!lebsw.ii}}yIsaB •W-ySTOZ 'LZqad suoileDijdwlanile6aNyl!MMaina{aapun saiaeip!sgnSsllpue-Dul'dna9leuoilewalulue:)uawylos6uiledsaDeldlsa8'W't/ 9TOZ 'LZUef saueip!sgnSslI3oAliaofewpue•DuI'dnoa9leuoileu.ialul ue:)uawytosbuileaswJillypueMainabjapuNwoadsanowabIsaB -W'y9TOZ"ZOunf suoileD]Idwlanile6aNyl!MMainaaaapunsaiaeip!sgnS pue.cul 'dnoaE) leuoileu.ialulueDuawytos6ulledIipaa'sa:)eldIsaB 'W'b' LTOZ '9ZUef saueip!sgnSsllpueSlytos6uilejIipaa' swai}}ypuesuoile:)gdwlanile6aNHl!/V\Mainadaapunwadsanowa'dIsaB 'W-yLTOZ "EZAeW saiaeip!sgnS uiel@Dpue-:)ul'dnag1euoileuaalulue:)uawytos6uile'dIipaJDswai}}yIsaB 'W'VEN 'OZunf o'@DueansulpaeoqDe19pue-offaDueansulAllepadS paeogl:)e18}os6uwlejIipaaDsapej6dn 'MainajaapuflwoadsanowajIsaBMYSTOZ "OT6ny dnoagaueansulSflJ/dJPdtosjagwaWpaainbDV u APONuie:POD}os6uilebIipaaDswai}}ypueMainaljapuNwoa}sanowajIsaBMYSTOZ 'TZdaS 81Maced sesegpajssaad SJobaVd ...QJDsJsag- 3IUO.ldbutduzoD - •ud `uOmgsllidjoXueduzoDooummsulaai3uotunILIuotTLIN National Union Fire Insurance Company of Pittsburgh, Pa. - Company Profile - Best's Cre... Page 5 of 5 Australian Disclosures A.M. Best Asia-Pacific Limited (AMBAP),Australian Registered Body Number(ARBN No.150375287), is a limited liability company incorporated and domiciled in Hong Kong.AMBAP is a wholesale Australian Financial Services (AFS) Licence holder(AFS No.411055) under the Corporations Act 2001. Credit ratings emanating from AMBAP are not intended for and must not be distributed to any person in Australia other than a wholesale client as defined in Chapter 7 of the Corporations Act. AMBAP does not authorize its Credit Ratings to be disseminated by a third-party in a manner that could reasonably be regarded as being intended to influence a retail client in making a decision in relation to a particular product or class of financial product.AMBAP Credit Ratings are intended for wholesale clients only, as defined. Credit Ratings determined and disseminated by AMBAP are the opinion of AMBAP only and not any specific credit analyst.AMBAP Credit Ratings are statements of opinion and not statements of fact.They are not recommendations to buy, hold or sell any securities or any other form of financial product, including insurance policies and are not a recommendation to be used to make investment/purchasing decisions. Important Notice:A.M. Best's Credit Ratings are independent and objective opinions, not statements of fact.A.M. Best is not an Investment Advisor, does not offer investment advice of any kind, nor does the company or its Ratings Analysts offer any form of structuring or financial advice.A.M. Best's credit opinions are not recommendations to buy, sell or hold securities, or to make any other investment decisions. 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